EXHIBIT 10.2

ASSET PURCHASE AGREEMENT

by and between

Vascular Solutions, Inc.

and

Escalon Vascular IP Holdings, Inc.

April 30, 2010

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TABLE OF CONTENTS

|                                                         |      |                                                   |  |   
|-------------------------------------------------------- | ---- | ------------------------------------------------- |  | --
|TABLE OF
 CONTENTS                                       |      | I                                                
|                                                         |      |                                                  
|EXHIBIT LIST                                             |      | III                                              
|                                                         |      |                                                   |  |   
|ARTICLE I
 PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES |      | 1                                                
|                                                         | 1.01 | Transfer of
 Assets                               |  | 1 
|                                                         | 1.02 | Excluded
 Assets                                  |  | 3 
|                                                         | 1.03 | Assumption
 of Liabilities                        |  | 3 
|                                                         | 1.04 | Excluded
 Liabilities                             |  | 3 
|                                                         |      |                                                   |  |   
|ARTICLE II
 PURCHASE PRICE                               |      | 3                                                
|                                                         | 2.01 | Amount                                            |  | 3 
|                                                         | 2.02 | Allocation
 of Purchase Price                     |  | 3 
|                                                         |      |                                                   |  |   
|ARTICLE III
 CLOSING                                     |      | 4                                                
|                                                         | 3.01 | Closing                                           |  | 4 
|                                                         | 3.02 | General
 Procedure                                |  | 4 
|                                                         |      |                                                   |  |   
|ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF SELLER     |      | 4                                                
|                                                         | 4.01 | Incorporation;
 Power and Authority               |  | 5 
|                                                         | 4.02 | Execution,
 Delivery; Valid and Binding Agreement |  | 5 
|                                                         | 4.03 | No Breach                                         |  | 5 
|                                                         | 4.04 | Governmental
 Authorities; Consents               |  | 5 
|                                                         | 4.05 | Financial
 Statements                             |  | 5 
|                                                         | 4.06 | Absence of
 Undisclosed Liabilities               |  | 6 
|                                                         | 4.07 | No Material
 Adverse Changes                      |  | 6 
|                                                         | 4.08 | Title to
 Assets                                  |  | 6 
|                                                         | 4.09 | Books and
 Records                                |  | 6 
|                                                         | 4.10 | Tax Matters                                       |  | 6 
|                                                         | 4.11 | Intellectual
 Property Rights                     |  | 7 
|                                                         | 4.12 | Litigation                                        |  | 8 
|                                                         | 4.13 | Regulatory
 Compliance                            |  | 8 
|                                                         | 4.14 | Insurance                                         |  | 9 
|                                                         | 4.15 | Compliance
 with laws; Permits                    |  | 10
|                                                         | 4.16 | Brokerage                                         |  | 10
|                                                         | 4.17 | Availability
 of Documents                        |  | 10
|                                                         | 4.18 | Solvency                                          |  | 10
|                                                         | 4.19 | Disclosure                                        |  | 11
|                                                         |      |                                                   |  |   
|ARTICLE V
 REPRESENTATIONS AND WARRANTIES OF BUYER       |      | 11                                               
|                                                         | 5.01 | Incorporation
 and Power                          |  | 11
|                                                         | 5.02 | Execution,
 Delivery; Valid and Binding Agreement |  | 11
|                                                         | 5.03 | Authority,
 No Breach                             |  | 11
|                                                         | 5.04 | Governmental
 Authorities; Consents               |  | 12
|                                                         | 5.05 | Brokerage                                         |  | 12

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|                                      |       |                                                                           |  |   
|------------------------------------- | ----- | ------------------------------------------------------------------------- |  | --
|ARTICLE VI
 COVENANTS OF SELLER       |       | 12                                                                       
|                                      | 6.01  | Consents,
 Approvals, Filings                                             |  | 12
|                                      | 6.02  | Tax Matters                                                               |  | 12
|                                      | 6.03  | Protection
 of Trade Secrets, Know-How and Other Confidential Information |  | 12
|                                      | 6.04  | Noncompetition                                                            |  | 13
|                                      | 6.05  | Agreement
 Not to Solicit                                                 |  | 14
|                                      | 6.06  | Cooperation
 and Exchange of Information                                  |  | 14
|                                      | 6.07  | Insurance
 Coverage                                                       |  | 14
|                                      |       |                                                                           |  |   
|ARTICLE VII
 COVENANTS OF BUYER       |       | 15                                                                       
|                                      | 7.01  | Regulatory
 Filings                                                       |  | 15
|                                      |       |                                                                           |  |   
|ARTICLE VIII
 CONDITIONS TO CLOSING   |       | 15                                                                       
|                                      | 8.01  | Conditions
 to Buyers Obligations                                        |  | 15
|                                      | 8.02  | Conditions
 to Sellers Obligations                                       |  | 17
|                                      |       |                                                                           |  |   
|ARTICLE IX
 SURVIVAL; INDEMNIFICATION |       | 17                                                                       
|                                      | 9.01  | Reliance and
 Survival of Representations and Warranties                  |  | 17
|                                      | 9.02  | Indemnification
 by Seller                                                |  | 18
|                                      | 9.03  | Indemnification
 by Buyer                                                 |  | 19
|                                      | 9.04  | Method of
 Asserting Claims                                               |  | 19
|                                      | 9.05  | Limitations
 on Indemnification                                           |  | 20
|                                      | 9.06  | Materiality                                                               |  | 21
|                                      |       |                                                                           |  |   
|ARTICLE X
 MISCELLANEOUS              |       | 22                                                                       
|                                      | 10.01 | Press
 Releases and Announcements                                         |  | 22
|                                      | 10.02 | Confidentiality
 Relating to Agreement                                    |  | 22
|                                      | 10.03 | Expenses                                                                  |  | 22
|                                      | 10.04 | Further
 Assurances                                                       |  | 22
|                                      | 10.05 | Schedules                                                                 |  | 22
|                                      | 10.06 | Amendment
 and Waiver                                                     |  | 22
|                                      | 10.07 | Notices                                                                   |  | 23
|                                      | 10.08 | Binding
 Effect; Assignment                                               |  | 23
|                                      | 10.09 | Severability                                                              |  | 23
|                                      | 10.10 | Complete
 Agreement                                                       |  | 23
|                                      | 10.11 | Counterparts                                                              |  | 24
|                                      | 10.12 | Governing
 law                                                            |  | 24
|                                      | 10.13 | Jurisdiction                                                              |  | 24
|                                      | 10.14 | Waiver of
 Jury Trial                                                     |  | 24
|                                      | 10.15 | Specific
 Performance                                                     |  | 24

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EXHIBIT LIST

|          |                                     
|--------- | ------------------------------------
|Exhibit A | Assignment
 and Assumption Agreement
|          |                                     
|Exhibit B | Certificate
 of Officer of Seller   
|          |                                     
|Exhibit C | Certificate
 of Officer of Buyer    
|          |                                     
|Exhibit D | Assignment
 of Intellectual Property

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ASSET PURCHASE AGREEMENT

This
ASSET PURCHASE AGREEMENT (this Agreement),
dated as of April 30, 2010, is made and entered into by and among Vascular
Solutions, Inc., a Minnesota
corporation (Buyer) and Escalon
Vascular IP Holdings, Inc., a Delaware corporation (Seller), a subsidiary of Escalon Medical Corp., a
Pennsylvania corporation (Parent).

WHEREAS,
Seller is the owner of certain intellectual property related to a line of
ultrasound-guided assisted vascular access products (the Business).

WHEREAS,
Seller desires to sell and assign to Buyer, and Buyer desires to purchase and
assume from Seller, all of the intellectual property related to the Business,
on the terms and subject to the conditions set forth in this Agreement.

NOW,
THEREFORE, in consideration of the mutual representations, warranties, and
agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

ARTICLE I

PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

1.01     Transfer
of Assets. On the terms and conditions set forth in this Agreement, Seller
shall, at the applicable Closing (as defined in Section 3.01 hereof),
sell, transfer and assign to Buyer, free and clear of all liens and
encumbrances, and Buyer shall purchase and acquire from Seller, all of right,
title and interest in and to certain of the assets of the Business, as listed
on Schedule 1.01 (the Assets),
including:

| |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)
 All intellectual property owned by Seller relating to the Business, all of
 which is listed and designated in Schedule 1.01(a), including:
| |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |                                                                                                                                                 | (i)     all
 patents and patent applications and patentable subject matter, whether or not
 the subject of an application, relating to the Business, including without
 limitation patent #5,259,385 and patent application #20060106315, and all
 rights Seller may have to institute or maintain any action or investigation
 for and to recover damages for any infringement thereof or any actions of
 unfair competition relating thereto;                                                
| |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |                                                                                                                                                 | (ii)     all
 trademarks, service marks, trade names, trade dress and other designators of
 origin, registered or unregistered, and registrations and applications for
 registration thereof, relating to the Business, including without limitation
 registration #2327005 and #2568826, and all rights Seller may have to
 institute or maintain any action or investigation for and to recover damages
 for any infringement thereof or any actions of unfair competition relating
 thereto;
| |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |                                                                                                                                                 | (iii)     all
 goodwill associated with and symbolized by the name or names identified in
 subsection (ii) above, all related intangibles relating to the                                                                                                                                                                                                                                                                                                                                      

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Intellectual
 Property and all rights to continue to use the Assets, and all rights Seller
 may have to institute or maintain any action to protect the same and recover
 damages for misappropriation or misuse thereof;                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iv)     all
 internet domain names, uniform resource locators, and registrations and
 applications for registration thereof, relating to the Business, as listed on
 Schedule 1.01(a) and all rights Seller may have to institute or maintain any
 action to protect the same and recover damages for misappropriation or misuse
 thereof;                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (v)     all
 trade secrets, know-how, and confidential information relating to the
 Business, computer programs and software (in source code and object code
 formats) and related data and documentation, copyrightable subject matter, or
 protectable designs, registered or unregistered, and registrations and
 applications for registration thereof, and all rights Seller may have to
 institute or maintain any action to protect the same and recover damages for
 infringement, misappropriation or misuse thereof;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (vi)     all
 other intellectual and industrial property rights of every kind and nature
 and however designated, whether arising by operation of law, contract,
 license, or otherwise, relating to the Business, and all rights Seller may
 have to institute or maintain any action to protect the same and recover
 damages for infringement, misappropriation or misuse thereof;                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (vii)     all
 documents or other tangible materials embodying or relating to: (x) the
 intellectual property described in (i) through (vi) (including trade secrets,
 know-how, data, access rights, data links, concepts, specifications,
 documentation, working notes, technical writings, reports, correspondence,
 photographs, pictorial reproductions, drawings and other graphic
 representations and all copyright therein;                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ((i) through
 (vii) collectively, the Intellectual
 Property)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (b)
 All of Sellers rights to data and records relating to the Business,
 including data and records relating to clinical trials, patient case files,
 case report forms, case summaries and government submissions and correspondence,
 all of which are summarily described and listed in Schedule 1.01(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (c)
 All permits, licenses, certificates and governmental authorizations and
 approvals from any federal, state or local entity or authority exercising
 executive, legislative, judicial, regulatory, administrative or taxing
 functions of or pertaining to government (each, a Governmental Entity)
 relating to the Business, including all reports, documents, claims, permits
 and notices required to be filed with, maintained for or furnished to the FDA
 by the Business or any person that manufactures, develops, packages,
 processes, labels, tests or distributes Medical Devices pursuant to a
 development, distribution, commercialization, manufacturing, supply, testing
 or other arrangement with the Business (collectively, the Permits) held by Seller, and all

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| |                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | pending
 applications for or renewals of the foregoing, all of which are listed in
 Schedule 1.01(c), to the extent that they are assignable;                                                                                                              
| |                                                                                                                                                                                                                                                            
| | (d)
 regulatory data, clinical data and other technical information, including,
 without limitation, any design history files and any data bases incorporating
 any such data and information, related to products of the Business (Regulatory Data); and
| |                                                                                                                                                                                                                                                            
| | (e)
 All of Sellers claims against third parties related to the Assets, whether
 choate or inchoate, known or unknown, contingent or noncontingent.                                                                                                       

The
parties hereto expressly agree that Buyer is not assuming any of the
liabilities, obligations or undertakings relating to the foregoing Assets,
except for those liabilities and obligations specifically assumed by Buyer in
Section 1.03.

1.02      Excluded
Assets. Other than the Assets specified in Section 1.01, all other Seller
assets shall be retained by Seller and remain the property of Seller following
the Closing, and shall not be sold, transferred or assigned to Buyer in
connection with the purchase of the Assets (collectively, the Excluded Assets).

1.03      Assumption
of Liabilities. Buyer shall assume, pay, perform in accordance with their
terms or otherwise satisfy, as of the Closing Date and on the terms and subject
to the conditions set forth in this Agreement, only those liabilities of Seller
to the extent such liabilities arise out of or relate to the Business or the
Assets after the Closing Date (the Assumed
Liabilities).

1.04      Excluded
Liabilities. Other than the Assumed Liabilities, Seller shall retain, and
Buyer shall not assume, and nothing contained in this Agreement shall be
construed as an assumption by Buyer of, any Liabilities, employees or
undertakings of Seller of any nature whatsoever, including, without limitation,
all accounts payable, litigation, debt and Taxes (as defined in Section 4.10)
relating to the Assets that are attributable to periods prior to or on the
Closing Date (the Excluded Liabilities).
For purpose of this Agreement, Liability
means any liability or obligation, whether accrued, absolute, contingent,
unliquidated or otherwise, whether due or to become due, whether known or
unknown, and regardless of when asserted.

ARTICLE IIPURCHASE PRICE

2.01      Amount.
The purchase price (the Purchase Price)
for the Assets shall be equal to $5,000,000 (the Closing Payment), plus the value of the Assumed Liabilities
to be assumed by Buyer pursuant to Section 1.03.

2.02      Allocation
of Purchase Price. Prior to the Closing Date, Buyer and Seller shall
prepare and attempt in good faith to agree upon a preliminary allocation of the
Purchase Price and any Assumed Liabilities thereto as amounts recognized for
Tax purposes among the Assets. Within 90 days after the Closing Date, Buyer and
Seller shall finalize and agree upon such final allocation of the Purchase
Price (and all other capitalized costs) among the Assets in accordance with
Section 1060 of the Internal Revenue Code of 1986, as amended (the Code)

3

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and the
Treasury regulations thereunder (and any similar provision of state, local or
foreign law, as appropriate), which allocation shall be binding upon Buyer and
Seller. Such allocation will be set forth on Exhibit 2.02 hereto, which shall
be incorporated by reference in, and become a part of, this Agreement. Buyer
and Seller will timely and properly prepare, execute, file and deliver all such
documents, forms and other information as the other party may reasonably
request to prepare such allocation. After the Closing, the parties will make
consistent use of the allocation specified in Exhibit 2.03 for all Tax purposes
and in all filings, declarations and reports with the IRS or other Tax
authorities in respect thereof, including the reports required to be filed
under Section 1060 of the Code unless otherwise required by law. In any
proceeding related to the determination of any Tax, neither Buyer nor Seller
shall contest or represent that such allocation was not a correct allocation.
Any indemnification payment pursuant to Article X shall be allocated in a
manner consistent with Exhibit 2.02.

ARTICLE III

CLOSING

3.01      Closing.
The closing of the transactions contemplated by this Agreement (the Closing) will take place at such place as
is mutually agreeable to Buyer and Seller, at 3:00 p.m. Central Daylight Time
on April 30, 2010 or on such other date as is mutually agreeable to Buyer and
Seller after all of the conditions to the parties obligations set forth in
Article VIII hereof have been satisfied (or waived by the party entitled to the
benefit of such conditions). The date on which the Closing occurs is referred
to herein as the Closing Date,
and the Closing shall be deemed effective as of the close of business on the
Closing Date. At the Closing, Seller shall sell, transfer and assign to Buyer,
free and clear of all liens and encumbrances, and Buyer shall purchase and
acquire from Seller, all right, title and interest in and to the Assets.

3.02      General
Procedure. At the Closing, each party shall deliver to the party entitled to
receipt thereof the documents required to be delivered pursuant to Article VIII
hereof and such other documents, instruments and materials (or complete and
accurate copies thereof, where appropriate) as may be reasonably required to
effectuate the intent and provisions of this Agreement, and all such documents,
instruments and materials shall be satisfactory in form and substance to
counsel for the receiving party. The conveyance, transfer, assignment and
delivery of the Assets shall be effected by Sellers execution and delivery to
Buyer of such instruments of conveyance, transfer, assignment and delivery as
Buyer shall reasonably request to cause Seller to transfer, convey, assign and
deliver the Assets to Buyer. The assignment and assumption of the Assumed
Liabilities to Buyer shall be effected by Sellers and Buyers execution of an
assignment and assumption agreement substantially in the form attached hereto
as Exhibit A (the Assignment and Assumption
Agreement).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

For
purposes of this Article IV, references to Sellers Knowledge or similar qualifiers, shall mean the knowledge of
the officers of Seller, each having made diligent inquiry with respect to the
matter referenced. Seller hereby represents and warrants to Buyer that, except
as set forth in the Disclosure Schedule delivered by Seller to Buyer on the
date hereof (the

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Seller Disclosure Schedule) (which Seller
Disclosure Schedule sets forth the exceptions to the representations and
warranties contained in this Article IV under captions referencing the Sections
to which such exceptions apply):

4.01      Incorporation;
Power and Authority. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority and all authorizations, licenses, permits and
certifications necessary to carry on its business as now being conducted and to
own, lease and use the Assets. Seller has all necessary power and authority to
execute, deliver and perform this Agreement and each of the Related Agreements,
to consummate the transactions and perform its obligations contemplated by this
Agreement and each of the Related Agreements. Seller is duly qualified to do
business as a foreign corporation in each jurisdiction in which the nature of
its business or its ownership of property requires it to be so qualified.
Seller is in full compliance with its organizational documents.

4.02      Execution,
Delivery; Valid and Binding Agreement. The execution, delivery and
performance of this Agreement and the other documents and agreements
contemplated by this Agreement (collectively, the Related Agreements)by
Seller and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all requisite corporate authority, and no other
corporate authority is necessary to authorize the execution, delivery and
performance of this Agreement and the Related Agreements. This Agreement and
the Related Agreements have been duly executed and delivered by Seller and,
assuming that this Agreement and the Related Agreements are the valid and
binding agreements of Buyer, constitute valid and binding obligations of
Seller, enforceable in accordance with their terms, except as may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
the rights of creditors generally and the availability of equitable remedies.

4.03      No
Breach. The execution, delivery and performance of this Agreement and the
Related Agreements by Seller and the consummation of the transactions
contemplated hereby and thereby do not conflict with or result in any breach of
any of the provisions of, or constitute a default under, result in a violation
of, result in the creation of a right of termination or acceleration or any
lien, security interest, charge, or encumbrance upon any of the Assets or
require any authorization, consent, approval, exemption or other action by or
notice to any court or other governmental body, under the provisions of the
organizational documents of Seller or any indenture, mortgage, lease, loan
agreement or other agreement or instrument by which Seller or the Assets are
bound or affected, or any law, statute, rule or regulation or order, judgment
or decree to which Seller or the Assets are subject.

4.04      Governmental
Authorities; Consents. Except as set forth on Schedule 4.04, Seller is not
required to submit any notice, report or other filing with any governmental
authority in connection with the execution or delivery by it of this Agreement
or the consummation of the transactions contemplated hereby. No consent,
approval or authorization of any governmental or regulatory authority is
required to be obtained by Seller in connection with its execution, delivery
and performance of this Agreement.

4.05      Financial
Statements. The unaudited balance sheet as of March 31, 2010 of the
Business (the Latest Balance Sheet)
and the unaudited statements of income and cash

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flows of the
Business for the 9-month period then ended (such statements and the Latest
Balance Sheet, the Latest Financial
Statements) and the unaudited balance sheet, as of June 30, 2009
(the Last Fiscal Year End) and
for the each of the prior fiscal year ends, of the Business and the unaudited
statements of income and cash flows of the Business for each of the 3 years
ended on the Last Fiscal Year End (collectively, the Annual Financial Statements) are based upon the books and
records of Seller, have been prepared in accordance with GAAP consistently
applied during the periods indicated and present fairly the financial position,
results of operations and cash flows of the Business at the respective dates
and for the respective periods indicated.

4.06      Absence
of Undisclosed Liabilities. With respect to the Assets, Seller has no
Liabilities or contractual obligations (whether accrued, absolute, contingent,
unliquidated or otherwise, whether due or to become due, and regardless of when
asserted) arising out of transactions or events heretofore entered into, or any
action or inaction, or any state of facts existing, with respect to or based
upon transactions or events heretofore occurring, except as disclosed in
Section 4.06 of the Seller Disclosure Schedule.

4.07      No
Material Adverse Changes. Since December 31, 2009, there has been no change
in the Assets that would have a Material Adverse Effect. For the purposes of
this Agreement, Material Adverse Effect
shall mean any one or more events, conditions, circumstances or conditions
which result in, or may reasonably be expected to result in, individually or in
the aggregate, a material adverse effect on the operations, affairs, financial
condition, properties or prospects of the Assets or the Business.

4.08      Title
to Assets. Seller owns good and marketable title to the Assets, free and
clear of all liens and encumbrances. To the extent such documents exist, Seller
has delivered or made available to Buyer copies of the title, bills of sale, or
other instruments by which Seller acquired such Assets. Upon execution and
delivery by Seller of the instruments of conveyance including the Bill of Sale,
Buyer will become the true and lawful owner of, and will receive good and
marketable title to, the Assets, free and clear of all liens and encumbrances.

4.09      Books
and Records. The books of account of the Business are complete and correct
and have been maintained in accordance with sound business practices. Each
transaction of the Business is properly and accurately recorded on the books
and records of the Business, and each document upon which entries in the books
and records of the Business are based is complete and accurate in all respects.

4.10      Tax
Matters.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 There are no liens for Taxes upon any of the Assets. No proceedings have been
 commenced by any federal, state, local or foreign agency to create any liens
 for Taxes upon any of the Assets. For purposes of this Agreement, Taxes means all taxes, charges, fees,
 levies, or other assessments, including, without limitation, all net income,
 gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
 profits, license, withholding, payroll, employment, social security,
 unemployment, excise, estimated, severance, stamp, occupation, property, or
 other taxes, customs duties, fees, assessments, or charges of any kind
 whatsoever, including, without limitation, all interest and penalties
 thereon, and additions to tax or additional amounts imposed by any taxing

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| |                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | authority,
 domestic or foreign, upon the Business. Seller has timely and properly paid
 (or has had paid on its behalf) all Taxes with respect to the Business that
 were due and payable on or before the date hereof.                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)
 No deficiency for any Taxes has been proposed, asserted or assessed against
 the Business that has not been resolved and paid in full. No waiver,
 extension or comparable consent given by the Business regarding the
 application of the statute of limitations with respect to any Taxes or any
 Tax return is outstanding, nor is any request for any such waiver or consent
 pending.
| |                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)
 To the Sellers Knowledge, Seller does not expect or anticipate the
 assessment of any additional Taxes on the Assets and is not aware of any
 unresolved questions, claims or disputes concerning the Liability for Taxes
 of the Business. There is no written dispute or claim, and to Sellers
 Knowledge, any other dispute or claim, concerning any Tax Liability of the
 Business. 

4.11      Intellectual
Property Rights.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Schedule 1.01(a) describes all of the Intellectual Property owned by,
 licensed to or otherwise controlled by Seller in connection with the Assets,
 or used in, developed for use in, or necessary for, the Business, and
 identifies each license, agreement, or other permission which Seller has
 granted to any third party with respect to any of the Intellectual Property.
 Seller has delivered to Buyer correct and complete copies of all service
 marks, trade names, trade dress and other designators of origin,
 registrations and applications for internet domain names and uniform resource
 locators, copyright registrations and applications, licenses, sublicenses,
 agreements, and permissions (as amended to date) relating to the Intellectual
 Property related to the Assets.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b)
 Seller owns or has the exclusive right to use pursuant to license,
 sublicense, agreement or permission all of the Intellectual Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)          With
 respect to each item of the Intellectual Property which Seller owns, Seller
 solely possesses all right, title and interest in and to the item, free and
 clear of any lien or encumbrance. Seller is the official and sole owner of
 record of all registered Intellectual Property. No owned Intellectual
 Property has been infringed by any person or entity. Seller owns all of the
 Intellectual Property developed by its current and former employees and
 independent contractors during the period of their employment or within the
 scope of their contracting or consulting relationship, as the case may be, with
 Seller and no such person has any claim with respect to any of the
 Intellectual Property. All owned Intellectual Property is valid and
 enforceable, and no person or entity has asserted that any owned Intellectual
 Property is invalid or not enforceable.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)          All
 registrations relating to the Intellectual Property are in full force and
 effect, and all actions required to keep such registrations pending or in
 effect or to provide full available protection of registered Intellectual
 Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

7

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | or the
 Intellectual Property for which a registration is pending, including payment
 of filing, examination, annuity, and maintenance fess and filing of renewals,
 statements of use or working, affidavits of incontestability and other
 similar actions, have been taken, and no such Intellectual Property is the
 subject of any interference, opposition, cancellation, nullity,
 re-examination or other proceeding placing in question the validity or scope
 of such rights. All products covered by registered Intellectual Property and
 all usages of registered Intellectual Property have been marked with the
 appropriate patent, trademark, or other marking required or desirable to
 maximize available damage awards.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iii)          Each
 item of the Intellectual Property owned immediately prior to the Closing
 hereunder will be owned by Buyer on the same terms and conditions immediately
 subsequent to the Closing. Seller has taken commercially reasonable actions
 to maintain and protect each item of the Intellectual Property that it owns
 or uses.                                                                                                                                                                                                                                                                                                                                                                                           

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)
 Seller has not taken action, or failed to take an action, that might have the
 effect of estopping or otherwise limiting its right to enforce owned Intellectual
 Property against any person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d)
 With respect to the Assets or the Business or any component of any of the
 Assets or the Business, Seller has not infringed, misappropriated or
 otherwise violated any intellectual property right (including, but not
 limited to, patent, copyright, trademark, service mark, trade names, trade
 dress, trade secret, or know-how right) of any third-party, and Seller has
 not received any notice of any infringement, misappropriation or violation by
 Seller of any such intellectual property right of any third-party. No
 infringement, misappropriation or violation of any intellectual property
 right of a third-party has occurred or will occur with respect to the Assets
 or the Business or any component of any of the Assets or the Business.

4.12      Litigation.
No Litigation is pending, including product liability claims, or, to the
knowledge of Seller, threatened against the Business, at law or in equity, and
there is no reasonable basis known to Seller for any of the foregoing. The
Business is not subject to any outstanding governmental order. Seller has not
received any opinion or legal advice to the effect that Seller is exposed from
a legal standpoint to any Liability or disadvantage which may be material to
the Assets. For purposes of this Agreement, Litigation
means any suit, charge, complaint, claim, action, grievance, arbitration,
mediation, investigation, proceeding or litigation (whether civil, criminal,
administrative or investigative).

4.13      Regulatory
Compliance.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Seller has no Knowledge of any actual or threatened enforcement action or
 investigation by any Governmental Entity that has jurisdiction over the
 operations of the Business. Seller does not have any Knowledge or reason to
 believe that any Governmental Entity is considering such action. The
 operation of the Business of Seller is, and at all times has been, in
 material compliance with all applicable laws and Permits of the Business.
 Sellers sole business operations are the holding and licensing

8

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | of
 intellectual property. Seller is not engaged in the manufacture, import,
 export, development, testing, processing, packaging, labeling, storing,
 marketing, sales or distribution of medical devices or other products.                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b)
 All material Permits required to be filed with, maintained for or furnished
 to any Governmental Entity by the Business have been so filed, maintained or
 furnished by Seller. All such reports, documents, claims and notices were
 complete and accurate in all material respects on the date filed or furnished
 (or were corrected in or supplemented by a subsequent filing), such that no
 liability exists with respect to such filing, and remain complete and
 accurate.                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c)
 Seller has not received any correspondence or notice from any Governmental
 Entity alleging or asserting noncompliance with any applicable laws or
 Permits and Seller has no Knowledge or reason to believe that any
 Governmental Entity is considering such action.                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d)
 No Permit issued to the Business by any Governmental Entity has been limited,
 suspended, modified or revoked and Seller has no Knowledge or reason to
 believe that any Governmental Entity is considering such action.                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e)
 Seller and/or Parent is/are the sole and exclusive owner of all Permits
 Seller has not previously sold or transferred in any manner, in whole or in
 part, directly or indirectly, any of the Permits necessary to operate the
 Business. Seller will transfer all such Permits to Buyer at Closing.                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f)
 Seller has made available to Buyer copies of any written complaints received
 from any person asserting that the Business has violated any applicable law.
 As of the date hereof, (i) the Business has no reporting obligations pursuant
 to any settlement agreement entered into with any Governmental Entity, and
 (ii) within the past six years, Seller has not been served with or received
 any written search warrant, subpoena, civil investigative demand or contact
 letter from any Governmental Entity pertaining to the Business.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g)
 To Sellers Knowledge, neither Seller, nor any officer, employee or agent of
 Seller, nor any other person acting on their behalf, has directly or
 indirectly, given or agreed to give any gift or similar benefit to any
 customer, supplier, governmental employee or other person who is or may be in
 a position to help or hinder the Business (or assist the Business in
 connection with any actual or proposed transaction) in violation of any
 applicable law.                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 4.14    Insurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (a)
 Seller and/or Parent has at all times maintained insurance relating to the Business
 and covering all forms of insurance customarily obtained by businesses in the
 same industry. Such insurance (i) is in full force and effect and (ii)
 provides adequate insurance coverage for the activities of the Business.
 Section 4.17 of the Seller Disclosure Schedule lists each policy of insurance
 in effect.                                                                                                                                 

9

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)
 Section 4.14 of the Seller Disclosure Schedule lists by year for the current
 policy year and each of the two preceding policy years a summary of the loss
 experience of the Business under each policy involving any claim in excess of
 $50,000, setting forth (i) the name of the claimant, (ii) a description of
 the policy by insurer, type of insurance and period of coverage and (iii) the
 amount and a brief description of the claim.

4.15      Compliance
with laws; Permits.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Seller and its officers, directors, shareholders, agents and employees have
 complied with all applicable laws, regulations, governmental orders, and other
 requirements relating to the Assets and the Assumed Liabilities, and to which
 Seller may be subject, including, but not limited to, federal, state, local
 and foreign laws, ordinances, rules, regulations and other requirements
 pertaining to product labeling and consumer products safety, and no claims
 have been filed against Seller alleging a violation of any such laws,
 regulations or other requirements and Seller has not received any notice
 asserting that it is not so in compliance. Seller is not relying on any
 exemption from or deferral of any law, regulation, governmental order, other
 requirement, or governmental authorization that would not be available to
 Buyer after the applicable Closing.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b)
 Seller and/or Parent has, in full force and effect, all Permits. A true,
 correct and complete list of all the Permits is set forth in Schedule
 1.01(c), with an indication as to whether each Permit is assignable to Buyer.
 Seller has conducted the business relating to the Business in compliance with
 the terms and conditions of the Permits. Seller will transfer all Permits to
 Buyer at Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

4.16      Brokerage.
Except for the commission payable by Seller to Gravitas Healthcare Partners,
LLC, no third party shall be entitled to receive any brokerage commissions,
finders fees, fees for financial advisory services or similar compensation in
connection with the transactions contemplated by this Agreement based on any
arrangement or agreement made by or on behalf of Seller.

4.17      Availability
of Documents. Seller has delivered to Buyer correct and complete copies of
the items referred to in the Seller Disclosure Schedule or in this Agreement
(and in the case of any items not in written form, a written description
thereof).

4.18      Solvency.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Seller is not insolvent and will not be rendered insolvent by any of the
 transactions contemplated by this Agreement. As used in this Section 4.23,
 insolvent means that the sum of the debts and other probable liabilities of
 Seller exceeds the present fair saleable value of its assets.                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)
 Immediately after giving effect to the consummation of the transactions
 contemplated by this Agreement, (i) Seller will be able to pay its
 liabilities as they become due in the usual course of its business; (ii)
 Seller will not have unreasonably small capital with which to conduct its
 present or proposed business; (iii) Seller will have assets (calculated at
 fair market value) that exceed its liabilities; (iv) taking into account

10

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | all pending
 and threatened litigation, final judgments against Seller in actions for
 money damages are not reasonably anticipated to be rendered at a time when,
 or in amounts such that, Seller will be unable to satisfy any such judgments
 promptly in accordance with their terms (taking into account the maximum
 probable amount of such judgments in any such actions and the earliest
 reasonable time at which such judgments might be rendered) as well as all
 other obligations of Seller; and (v) the cash available to Seller, after
 taking into account all other anticipated uses of the cash, will be
 sufficient to pay all such debts and judgments promptly in accordance with
 their terms.

4.19      Disclosure.
Neither this Agreement, the Related Agreements, the Exhibits hereto, any of the
documents delivered by or on behalf of Seller pursuant to Article VIII hereof,
nor the Seller Disclosure Schedule (collectively, the Seller Documents), taken as a whole,
contain any untrue statement of a material fact regarding the Assets or the
Assumed Liabilities or any of the other matters dealt with in this Article IV
relating to Seller or the transactions contemplated by this Agreement. Seller
Documents, taken as a whole, do not omit any material fact necessary to make
the statements contained herein or therein, in light of the circumstances in
which they were made, not misleading, and there is no fact relating to the
Assets or Assumed Liabilities which has not been disclosed to Buyer of which
any shareholder, officer or manager of Seller is aware which would have a
Material Adverse Effect.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller
that:

5.01      Incorporation
and Power. Buyer is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Minnesota, with the requisite
corporate power and authority to enter into this Agreement and perform its
obligations hereunder.

5.02      Execution,
Delivery; Valid and Binding Agreement. The execution, delivery and
performance of this Agreement and the Related Agreements by Buyer and the
consummation of the transactions contemplated hereby and thereby have been duly
and validly authorized by all requisite corporate action, and no other
corporate proceedings on its part are necessary to authorize the execution,
delivery or performance of this Agreement and the Related Agreements. This
Agreement and the Related Agreements have been duly executed and delivered by
Buyer and, assuming that this Agreement and the Related Agreements are the
valid and binding agreements of Seller, constitute the valid and binding
obligations of Buyer, enforceable in accordance with their terms, except as may
be limited by bankruptcy, insolvency, moratorium, reorganization or similar
laws affecting the rights of creditors generally and the availability of
equitable remedies.

5.03      Authority,
No Breach. Buyer has the requisite corporate power and authority to execute
and deliver this Agreement and each of the Related Agreements and to perform
its obligations hereunder and thereunder. The execution, delivery and performance
of

11

---



this Agreement
and the Related Agreements by Buyer and the consummation by Buyer of the
transactions contemplated hereby and thereby do not conflict with or result in
any breach of any of the provisions of, constitute a default under, result in a
violation of, result in the creation of a right of termination or acceleration
or any lien, security interest, charge or encumbrance upon any assets of Buyer,
or require any authorization, consent, approval, exemption or other action by
or notice to any court or other governmental body, under the provisions of the
Certificate of Incorporation or Bylaws of Buyer or any indenture, mortgage,
lease, loan agreement or other agreement or instrument by which Buyer or its
assets are bound or affected, or any law, statute, rule or regulation or order,
judgment or decree to which Buyer or its assets is subject.

5.04      Governmental
Authorities; Consents. Buyer is not required to submit any notice, report
or other filing with any governmental authority in connection with the
execution or delivery by it of this Agreement or the consummation of the
transactions contemplated hereby. No consent, approval or authorization of any
governmental or regulatory authority or any other party, person, or entity is
required to be obtained by Buyer in connection with its execution, delivery and
performance of this Agreement or the transactions contemplated hereby.

5.05      Brokerage.
No third party shall be entitled to receive any brokerage commissions, finders
fees, fees for financial advisory services or similar compensation in
connection with the transactions contemplated by this Agreement based on any
arrangement or agreement made by or on behalf of Buyer.

ARTICLE VI

COVENANTS OF SELLER

6.01      Consents,
Approvals, Filings. As promptly as practicable after the execution of this
Agreement, Seller agrees that it shall diligently and in good faith assist
Buyer, using commercially reasonable efforts, in obtaining all consents,
approvals, filings and submissions required from any third parties, regulatory
or judicial bodies, or under any laws or regulations applicable to the Assets
for the consummation of the transactions contemplated hereby. Seller will
coordinate and cooperate with Buyer in exchanging such information, will not
make any such filing without providing to Buyer a final copy thereof for its
review and consent at least two full business days in advance of the proposed
filing and will provide such reasonable assistance as Buyer may request in
connection with all of the foregoing.

6.02      Tax
Matters. All Taxes imposed in connection with the transfer and sale of the
Assets shall be borne by Seller, provided that Buyer shall be responsible for any
use taxes in connection with its use of the Assets after the Closing.

6.03      Protection
of Trade Secrets, Know-How and Other Confidential Information. Except as
permitted or directed by Buyer, Seller shall not, and shall use its best
efforts to cause Sellers employees and affiliates to not, divulge, furnish or
make accessible to anyone or use in any way any confidential or proprietary
knowledge or information relating to the Business or the Assets, whether
developed by Seller or by others, concerning any trade secrets, confidential or
secret designs, processes, formulae, products or future products, plans,
devices or material (whether or not patented or patentable) directly or
indirectly useful in any

12

---



aspect for any
of the Assets, any confidential or secret development or research work relating
to the Assets, any clinical research, data, or information, or any other
confidential information or secret aspects of the Assets. Seller acknowledges
that the above-described knowledge or information constitutes a unique and
valuable asset of the Assets, and that any disclosure or other use of such
knowledge or information by Seller would be wrongful and would cause
irreparable harm to Buyer. Seller will refrain from any acts or omissions that
would reduce the value of such knowledge or information to Buyer.

6.04      Noncompetition.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 For three (3) years after the Closing Date (the Restricted Period), Seller shall not and shall cause Sellers
 affiliates not to, directly or indirectly, engage in, and shall use its best
 efforts to ensure that none of its officers, employees or directors directly
 or indirectly engage in, any Competitive Business (as defined below), whether
 in existence now or at any time in the future, in any manner or capacity
 (e.g., as an advisor, principal, agent, partner, officer, director,
 stockholder, consultant, member of any association or otherwise). A Competitive Business shall mean any
 business or venture that researches, designs, develops, creates, markets,
 distributes, or licenses or sells accessories, devices, systems, software,
 products, or services that compete, directly or indirectly, with the
 Business.                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b)
 Seller will not, directly or indirectly, assist or encourage any other person
 or entity in carrying out, directly or indirectly, any activity that would be
 prohibited by the above provisions of Sections 6.04 or 6.05 if such activity
 were carried out by Seller, either directly or indirectly. In particular,
 Seller agrees that it will not, directly or indirectly, induce any employee
 of Seller or Buyer to carry out, directly or indirectly, any such activity.                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c)
 Seller agrees that the restrictions and agreements contained in Sections 6.05
 or 6.06 are reasonable and necessary to protect the legitimate interests of
 Buyer and that any violation of Sections 6.04 or 6.05 will cause substantial
 and irreparable harm to Buyer that would not be quantifiable and for which no
 adequate remedy would exist at law and accordingly injunctive relief shall be
 available for any violation of Sections 6.04 or 6.05.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d)
 If the duration or extent of business activities covered by Sections 6.04 or
 6.05 are in excess of what is valid and enforceable under applicable law,
 then such provisions shall be construed to cover only the greatest duration
 or activities that are valid and enforceable. Seller acknowledges the
 uncertainty of the law in this respect and expressly stipulates that this
 Agreement be given the construction which renders its provisions valid and
 enforceable to the maximum extent (not exceeding its express terms) possible
 under applicable law. The parties intend these provisions to be deemed to be
 a series of separate covenants, one for each and every state of the United
 States of America, and each and every political subdivision of each and every
 country outside the United States of America where these provisions is
 intended to be in effect.

13

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| |                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e)
 Ownership, as a passive investment, in the aggregate of less than 1% of the
 outstanding shares of capital stock of any corporation listed on a national
 securities exchange or publicly traded on any nationally recognized
 over-the-counter market shall not constitute a breach of Section 6.04(a).

6.05      Agreement
Not to Solicit. Excepting Roger Edens, during the Restricted Period, Seller
shall not (i) directly or indirectly attempt to hire away any then-current employee
of Buyer or any of its affiliates or to persuade any such employee to leave
employment with Buyer or any of its affiliates or (ii) directly or indirectly
solicit, divert, or take away, or attempt to solicit, divert or take away, the
business of any person with whom Buyer or the Business has established or is
actively seeking to establish a business or customer relationship.

6.06      Cooperation
and Exchange of Information.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Buyer shall have the right for a period of seven years following the Closing
 Date to have reasonable access to review such books, records and accounts,
 including financial and tax information, correspondence, production records,
 and other records of Seller relating to the Assets and Assumed Liabilities
 for the limited purposes of complying with its obligations under applicable
 laws and regulations, including financial reporting obligations, in all cases
 to the extent such books, records and accounts have not been destroyed in
 accordance with Sellers document retention policy. Except in accordance with
 Sellers document retention policy, Seller shall not destroy any such books,
 records or accounts retained by it without first providing Buyer with the
 opportunity to obtain or copy such books, records, or accounts. For a period
 of seven years following the Closing Date, Seller shall provide Buyer with
 such cooperation and information as Buyer reasonably may request of Seller
 pursuant to this Section 6.06, including but not limited to making its
 employees available on a mutually convenient basis to provide explanation of
 any documents or information provided hereunder.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b)
 Promptly upon request by Buyer made at any time during the seven-year period
 following the Closing Date, Seller shall authorize the release to Buyer of
 all files pertaining to the Assets or Assumed Liabilities held by any
 federal, state, county or local authorities, agencies or instrumentalities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c)
 Seller shall provide Buyer with such cooperation and information as Buyer
 reasonably may request of Seller in order for Buyer to prepare financial
 statements to comply with financial reporting obligations at any time at or
 after the Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

6.07      Insurance
Coverage. From and after the Closing Date and for five years thereafter,
Seller shall have and maintain in effect, at Sellers sole cost, the following
insurance relating to Sellers past operation of the Business: Commercial
General Liability Insurance and Products Liability Insurance for each
occurrence of bodily injury and property damage, in an amount of not less than
$5,000,000.00 for each such policy.

14

---



ARTICLE VII

COVENANTS OF BUYER

7.01     Regulatory
Filings. As promptly as practicable after the execution of this Agreement,
Buyer shall make or cause to be made all filings and submissions under any laws
or regulations applicable to Buyer for the consummation of the transactions
contemplated herein. Buyer will coordinate and cooperate with Seller in
exchanging such information, will not make any such filing without providing to
Seller a final copy thereof for its review and consent at least two full
business days in advance of the proposed filing and will provide such
reasonable assistance as Seller may request in connection with all of the
foregoing.

ARTICLE VIII

CONDITIONS TO CLOSING

8.01     Conditions
to Buyers Obligations. The obligation of Buyer to consummate the
transactions contemplated by this Agreement is subject to the satisfaction of
the following conditions on or before the Closing Date:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | (a)
The representations and warranties set forth in Article IV hereof shall be
true and correct at and as of the Closing Date, except that any such
representation or warranty made as of a specified date (other than the date
hereof) shall only need to have been true and correct on and as of such date;                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| | (b)
Seller shall have performed all of the covenants and agreements required to
be performed and complied with by it in all material respects under this
Agreement prior to the Closing Date;                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| | (c)
The parties shall have obtained, or applied for, each consent and approval
necessary as listed on Schedule 8.01(c), at no cost to Buyer, in order that
the transactions contemplated herein not constitute a breach or violation of,
or result in a right of termination or acceleration of, or creation of any
encumbrance on any of the Assets pursuant to the provisions of, the Assigned
Contract, agreement, arrangement or undertaking of or affecting Seller or any
license, franchise or permit of or affecting Seller;                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| | (d)
All governmental filings, authorizations and approvals set forth on Schedule
8.01(c) will have been duly made, applied for or waived;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| | (e)
Buyer will have received evidence satisfactory to it that there is not
threatened, instituted or pending any action or proceeding, before any court
or governmental authority or agency, domestic or foreign, (i) challenging or
seeking to make illegal, or to delay or otherwise directly or indirectly restrain
or prohibit, the consummation of the transactions contemplated hereby or
seeking to obtain material damages in connection with such transactions, (ii)
seeking to invalidate or render unenforceable any material provision of this
Agreement or the Related Agreements or

15

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| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (iii)
otherwise relating to and materially adversely affecting the transactions
contemplated hereby;                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (f)
There shall be no fact or circumstance existing as of the date of this
Agreement which has not been disclosed to Buyer regarding the Assets or the
Assumed Liabilities, which is, individually or in the aggregate with other
such facts and circumstances, materially adverse to the value of the Assets,
as determined by Buyer in its reasonable discretion;
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (g)
The transactions contemplated by this Agreement and the Related Agreements
will have been approved by Buyers Board of Directors;                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (h)
Buyer shall have all releases as necessary to release all liens, claims,
encumbrances and security interests in the Assets, except for security
interests and other liens relating to liabilities to be assumed by Buyer
pursuant to Section 1.03; and                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (i)
Seller shall have delivered to Buyer all of the following with respect to the
Assets:                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                                                                                                                                                                                                                                                                                                                                                                     | (i)     a
copy of the Assignment and Assumption Agreement, including, but not limited
to, assignment of the Permits, executed by Seller;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                                                                                                                                                                                                                                                                                                                                                                     | (ii)     a
certificate of an appropriate officer of Seller substantially in the form set
forth in Exhibit B hereto, dated the Closing Date, (i) stating that the
conditions precedent set forth in subsections (a) and (b) above have been
satisfied; (ii) setting forth and certifying the text of the resolutions
adopted by the board of directors of Seller authorizing the execution,
delivery, and performance of this Agreement and the Related Agreements; and
(iii) setting forth and certifying the text of the resolutions adopted by the
shareholders of Seller approving the sale of the Assets;
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                                                                                                                                                                                                                                                                                                                                                                     | (iii)     copies
of the third party and governmental consents and approvals referred to in
subsections (c) and (d) above;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                                                                                                                                                                                                                                                                                                                                                                     | (iv)     assignment,
in the form(s) set forth in Exhibit D, of the Assets that are Intellectual
Property, duly executed by Seller, together with other agreements,
instruments, certificates and other documents necessary or appropriate, in
the opinion of Buyers counsel, to assign all of Sellers rights and
interests in and to the Intellectual Property to Buyer;                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                                                                                                                                                                                                                                                                                                                                                                     | (v)     a
guarantee, satisfactory to Buyer in its sole discretion, executed by Parent;
and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                                                                                                                                                                                                                                                                                                                                                                     | (vi)     such
other certificates, documents and instruments as Buyer reasonably requests
related to the transactions contemplated hereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

16

---



8.02     Conditions
to Sellers Obligations. The obligations of Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction of the following
conditions on or before the Closing Date:

| |                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | (a)
The representations and warranties set forth in Article V hereof shall be
true and correct at and as of the Closing, except that any such
representation or warranty made as of a specified date (other than the date
hereof) shall only need to have been true and correct on and as of such date;
| |                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (b)
Buyer shall have performed all of the covenants and agreements required to be
performed by it under this Agreement in all material respects prior to the
Closing;                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (c)
All governmental filings, authorizations and approvals that are required for
the consummation of the transactions contemplated hereby shall have been duly
made, applied for or waived; and                                                                                                        
| |                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (d)
Buyer shall have delivered to Seller all of the following:                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| |                                                                                                                                                                                                                                                                                                         | (i)     a
wire transfer or bank draft in immediately available funds of the Closing
Payment;                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| |                                                                                                                                                                                                                                                                                                         | (ii)     a
copy of the Assignment and Assumption Agreement, executed by Buyer;                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| |                                                                                                                                                                                                                                                                                                         | (iii)     a
certificate of an appropriate officer of Buyer substantially in the form set
forth as Exhibit C hereto, dated the Closing Date, stating that the
conditions precedent set forth in subsections (a) and (b) above have been
satisfied and setting forth and certifying the text of the resolutions
adopted by the board of directors of Buyer authorizing the execution,
delivery, and performance of this Agreement; and
| |                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| |                                                                                                                                                                                                                                                                                                         | (iv)     such
other certificates, documents and instruments as Seller or its counsel may
reasonably request related to the transactions contemplated hereby.                                                                                                                                                                                                                                                                        

ARTICLE IX

SURVIVAL; INDEMNIFICATION

9.01     Reliance
and Survival of Representations and Warranties. Notwithstanding
any investigation made by or on behalf of the parties hereto or the results
of any such investigation, and notwithstanding the participation of the
parties in each Closing, each party shall be deemed to have relied on the
representations, warranties and covenants of the other parties, and the
representations and warranties contained in Article IV and Article V, and the
indemnification obligations of Buyer and Seller with respect thereto, shall
survive each Closing

17

---



for a period
of 24 months, except for (a) the representations and warranties contained in
Section 4.11 (Intellectual Property Rights) and 4.13 (Regulatory Compliance)
which shall survive the Closing Date for a period of five years after the
Closing Date, (b) the representations and warranties contained in Sections 4.01
(Incorporation; Power and Authority), 4.02 (Execution, Delivery; Valid and
Binding Agreement), 4.08 (Title to Assets), 4.16 (Brokerage) and 5.05
(Brokerage) which shall survive indefinitely and (c) the representations and
warranties contained in Section 4.14 which shall survive for a period of 4
months after the Closing Date. Notwithstanding the foregoing, any
representation or warranty, and the indemnification obligations with respect
thereto, that would otherwise terminate in accordance with this Section 9.01
shall continue to survive, if notice of a claim shall have been timely given
under Section 9.04 on or prior to such termination date, until such claim has
been satisfied or otherwise resolved as provided in this Article IX.

9.02     Indemnification
by Seller. Subject to the limitations of Sections 9.01 and 9.05, Seller
shall indemnify in full, defend and hold harmless Buyer, its respective
officers, directors, employees, agents and shareholders (collectively, the Buyer Indemnified Parties) against any loss,
Liability, deficiency, damage, expense or cost (including reasonable attorneys
fees and expenses) (collectively, Losses),
whether or not involving a third-party Claim (as defined in Section 9.04(a))
prior to the expiration of the indemnification obligation of Seller hereunder,
which the Buyer Indemnified Parties may suffer, sustain or become subject to,
as a result of any of the following:

| |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | (a)
any breach of or inaccuracy in any of the representations and warranties of
Seller contained in the Seller Documents or in any certificate delivered by
or on behalf of Seller pursuant to this Agreement;                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
| | (b)
any breach of, or failure to perform, any agreement or covenant of Seller
contained in any of the Seller Documents;                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
| | (c)
any Claim or threatened Claim against Buyer Indemnified Parties that arises
in connection with the actions or inactions of Seller with respect to the
Assets or Assumed Liabilities prior to the Closing Date;                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
| | (d)
any Claim or threatened Claim against the Buyer Indemnified Parties for
infringement, misuse, misappropriation, or relating to the ownership of any
intellectual property rights, including, but not limited to, patent, copyright,
trademark, service mark, trade names, trade dress, trade secret, or know-how
rights, relating to any of the Assets or the Business or any component of the
Assets or the Business;
| |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
| | (e)
any former or present employees, officers and/or managers of, consultants to,
or independent contractors to, Seller holding any rights in or to the
Intellectual Property;                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
| | (f)
any product liability Claims relating to the Assets and/or sales of and
Business or component thereof prior to the Closing; or                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
| | (g)
any Excluded Liability.                                                                                                                                                                                                                                                                                                                                                                                               

18

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9.03     Indemnification
by Buyer. Subject to the limitations of Sections 9.01 and 9.05, Buyer
agrees to indemnify in full, defend and hold harmless Seller, its respective
officers, managers, employees, agents and shareholders (collectively, the Seller Indemnified Parties) against any
Losses, whether or not involving a third-party Claim incurred prior to the
expiration of the indemnification obligations of Buyer hereunder, which Seller
may suffer, sustain or become subject to as a result of any of the following:

| |                                                                                                                                                                                                                                                                                                         |  | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | (a)
any breach of or inaccuracy in any of the representations and warranties of
Buyer contained in the Buyer Documents or in any certificate delivered by or
on behalf of Buyer pursuant to this Agreement;                                                                                            
| |                                                                                                                                                                                                                                                                                                         |  | 
| | (b)
any breach of, or failure to perform, any agreement or covenant of Buyer
contained in the Buyer Documents; or                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                         |  | 
| | (c)
except to the extent that Seller agrees to indemnify Buyer under Section
9.02, any Claim or threatened Claim against any Seller Indemnified Party that
arises solely in connection with the actions or inactions of Buyer with
respect to the Assets or Assumed Liabilities after the Closing Date.

9.04     Method
of Asserting Claims. As used herein, an Indemnified
Party shall refer to a Buyer Indemnified Party or Seller
Indemnified Party, as applicable, and the Indemnifying
Party shall refer to the party or parties hereto obligated to
indemnify such Indemnified Party.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | (a)
In the event that any of the Indemnified Parties is made a defendant in or
party to any action or proceeding, judicial or administrative, instituted by
any third party for the Liability or the costs or expenses of which are
Losses (any such third party action or proceeding being referred to as a Claim), then such Indemnified Party
shall give the Indemnifying Party prompt notice thereof. The failure to give
such notice shall not affect any Indemnified Partys ability to seek
reimbursement unless such failure has materially and adversely affected the
Indemnifying Partys ability to defend successfully a Claim. The Indemnifying
Party shall be entitled to contest and defend such Claim; provided, that the
Indemnifying Party (i) has a reasonable basis for concluding that such
defense may be successful and (ii) diligently contests and defends such
Claim. Notice of the intention so to contest and defend shall be given by the
Indemnifying Party to the Indemnified Party within fifteen (15) business days
after the Indemnified Partys notice of such Claim (but, in any event, at
least five (5) business days prior to the date that an answer to such Claim
is due to be filed). Such contest and defense shall be conducted by reputable
attorneys employed by the Indemnifying Party. If the Indemnifying Party fails
to give such notice or assume such defense, then the Indemnified Party shall
be entitled to undertake such defense and its reasonable costs and expenses
(including, without limitation, attorney fees and expenses) shall be included
in the Loss to be indemnified by the Indemnifying Party. If the Indemnifying
Party elects to contest and defend a Claim, the Indemnified Party shall be
entitled at any time, at its own cost and expense (which expense shall not
constitute a Loss unless the Indemnified Party reasonably determines that the
Indemnifying Party is not adequately representing or, because of a conflict
of interest, may not adequately represent, any interests of the Indemnified
Parties, and only

19

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | to the
extent that such expenses are reasonable), to participate in such contest and
defense and to be represented by attorneys of its or their own choosing. If
the Indemnified Party elects to participate in such defense, the Indemnified
Party will cooperate with the Indemnifying Party in the conduct of such
defense. Neither the Indemnified Party nor the Indemnifying Party may
concede, settle or compromise any Claim without the consent of the other
party, which consents will not be unreasonably withheld or delayed.
Notwithstanding the foregoing, if (i) a Claim seeks equitable relief or (ii)
the subject matter of a Claim relates to the ongoing business of any of the
Indemnified Parties, which Claim, if decided against any of the Indemnified
Parties, would materially adversely affect the ongoing business or reputation
of any of the Indemnified Parties, then, in each such case, the Indemnified
Parties alone shall be entitled to contest, defend and settle such Claim in
the first instance and, if the Indemnified Parties do not contest, defend or
settle such Claim, the Indemnifying Party shall then have the right to
contest and defend (but not settle) such Claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| | (b)
In the event any Indemnified Party should have a claim for indemnification
against any Indemnifying Party (whether such claim does not involve a Claim
or involves a settled or resolved Claim which the Indemnifying Party has not
defended for any reason, or a Claim from which an Indemnified Party has
suffered Losses by reason of the Indemnifying Partys failure to adequately
represent a Indemnified Partys interests or otherwise to indemnify the
Indemnified Party), the Indemnified Party shall deliver a notice of such
claim to the Indemnifying Party, setting forth in reasonable detail the
identity, nature and estimated amount of Losses (if reasonably determinable)
related to such claim or claims, with reasonable promptness and in all events
prior to the expiration of the Indemnifying Partys indemnification
obligation hereunder. If the Indemnifying Party notifies the Indemnified
Party that it does not dispute the claim described in such notice or fails to
notify the Indemnified Party within 20 days after delivery of such notice by
the Indemnified Party whether the Indemnifying Party disputes the claim
described in such notice, the Loss in the amount specified in the Indemnified
Partys notice will be conclusively deemed a Liability of the Indemnifying
Party and the Indemnifying Party shall pay the amount of such Loss to the
Indemnified Party on demand. If the Indemnifying Party has timely disputed
its Liability with respect to such claim, the Indemnifying Party and the
Indemnified Party will proceed in good faith to negotiate a resolution of
such dispute for a period of at least 30 days before submission of such claim
to a court pursuant to Article XI.

9.05     Limitations
on Indemnification.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | (a)
After the Closing, the rights set forth in this Article IX shall be each
partys sole and exclusive remedies against the other parties hereto for
breaches of or inaccuracies in representations and warranties or breaches of
covenants contained in this Agreement and the Related Documents.
Notwithstanding the foregoing, nothing herein shall (i) prevent any
Indemnified Party from bringing an action based upon allegations of fraud
with respect to any party in connection with this Agreement and the Related
Documents or (ii) prohibit any party from seeking specific performance or
injunctive relief against any other party of any covenant hereunder. In the
event an action based upon allegations of fraud with respect to any party in
connection with this Agreement and

20

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | the Related
Documents is brought, the prevailing partys attorneys fees and costs shall
be paid by the nonprevailing party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
| | (b)
Any indemnification payable under this Article IX shall be, to the extent
permitted by law, an adjustment to the Purchase Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
| | (c)
Seller will indemnify in full, defend and hold harmless Buyer Indemnified
Parties against any Losses pursuant to Section 9.02(a) only if the aggregate
amount of all Losses for which the Buyer Indemnified Parties would be
entitled to indemnification under Section 9.02(a) exceeds $250,000 (the Basket), in which case Seller shall be
liable to the Buyer Indemnified Parties hereby for the aggregate amount of
all such Losses (and not just the Losses in excess of the Basket); provided, however, that the limitations set forth in this Section
9.05(c) shall not apply to (i) breaches of the representations and warranties
contained in Sections 4.01 (Incorporation; Power and Authority), 4.02
(Execution, Delivery; Valid and Binding Agreement), 4.08 (Title to Assets) or
(ii) Losses by reason of any claims brought on the basis of fraud or willful
misconduct.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
| | (d)
Buyer will indemnify in full, defend and hold harmless Seller Indemnified
Parties against any Losses pursuant to Section 9.03(a) only if the aggregate
amount of all Losses for which the Seller Indemnified Parties would be
entitled to indemnification under Section 9.03(a) exceeds the Basket, in
which case Buyer shall be liable to the Seller Indemnified Parties hereby for
the aggregate amount of all such Losses (and not just the Losses in excess of
the Basket); provided, however, that the limitations set forth
in this Section 9.05(d) shall not apply to Losses by reason of any claims
brought on the basis of fraud or willful misconduct.                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
| | (e)
Notwithstanding anything to the contrary contained herein, no Indemnifying
Party shall be liable to or otherwise responsible to any Indemnified Party
for punitive damages that arise out of or relate to this Agreement or the
performance or breach thereof or any Liability excluded or assumed hereunder;
provided, however, that the exclusion of punitive damages
shall not apply to the extent that such damages are found by a court of
competent jurisdiction to be liabilities of such Indemnified Party pursuant
to any Claim which results in a Loss to such Indemnified Party.                                                                                                                                                                                                                                                                                             

9.06     Materiality.
Notwithstanding any provision in this Agreement to the contrary, the
Indemnifying Partys obligation to indemnify the Indemnified Party in
connection with a breach of any representation, warranty, covenant or other
agreement included in this Agreement or any of the Closing Agreements, and the
amount of Losses to be indemnified, shall be determined without regard to any
materiality (or correlative meanings) or Material Adverse Effect
qualifications, provisions or exceptions set forth in such representation,
warranty, covenant or other agreement, each of which shall be deemed to be
given for the purposes of this Article IX as though there were no such
qualifications, provisions or exceptions.

21

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ARTICLE X

MISCELLANEOUS

10.01     Press
Releases and Announcements. The parties agree that Buyer may issue a press
release or make any other public announcement related to this Agreement or the
transactions contemplated hereby without prior written approval of Seller.
Buyer agrees to consult with Seller prior to making such press release or
announcement.

10.02     Confidentiality
Relating to Agreement. Seller shall not disclose this Agreement or the Related
Agreements without the prior written consent of Buyer, provided, however, that
Seller may disclose this Agreement and the Related Agreements to its legal,
accounting and tax advisors or if required by Seller pursuant to applicable
laws.

10.03     Expenses.
Except as otherwise expressly provided for herein, Seller and Buyer will pay
all of their own expenses (including attorneys and accountants fees) incurred
in connection with the negotiation of this Agreement and the Related
Agreements, the performance of their respective obligations hereunder and
thereunder, and the consummation of the transactions contemplated by this
Agreement and the Related Agreements (whether consummated or not).

10.04     Further
Assurances. On and after the Closing Date, Seller will take all appropriate
action and execute any documents, instruments or conveyances of any kind that
may be reasonably requested by Buyer to carry out any of the provisions of this
Agreement.

10.05     Schedules.
The Seller Disclosure Schedule contains a series of sections corresponding to
the sections contained in this Agreement. Nothing in the Seller Disclosure
Schedule is deemed adequate to disclose an exception to a representation or
warranty made in this Agreement unless the Seller Disclosure Schedule
identifies in the corresponding schedule the exception with particularity and
describes the relevant facts in detail. Without limiting the generality of the
foregoing, the mere listing (or inclusion of a copy) of a document or other
item is not deemed adequate to disclose an exception to a representation or
warranty unless the representation or warranty relates solely to the existence
of the document or other item itself. The schedules in the Seller Disclosure
Schedule relate only to the representations and warranties in the section and
subsection of this Agreement to which they correspond and not to any other
representation or warranty in this Agreement.

10.06     Amendment
and Waiver. This Agreement may not be amended, a provision of this
Agreement or any default, misrepresentation or breach of warranty or agreement
under this Agreement may not be waived, and a consent may not be rendered,
except in a writing executed by the party against which such action is sought to
be enforced. Neither the failure nor any delay by any party in exercising any
right, power or privilege under this Agreement will operate as a waiver of such
right, power or privilege, and no single or partial exercise of any such right,
power or privilege will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege. In
addition, no course of dealing between or among any party will be deemed
effective to modify or amend any part of this Agreement or any rights or
obligations of any party under or by reason of this

22

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Agreement. The
rights and remedies of the parties to this Agreement are cumulative and not
alternative.

10.07     Notices.
All notices, demands and other communications to be given or delivered under or
by reason of the provisions of this Agreement will be in writing and will be
deemed to have been given when personally delivered (with written confirmation
of receipt), when received if sent by a nationally recognized overnight courier
service (receipt requested), five (5) business days after being mailed by first
class U.S. mail, return receipt requested, or when receipt is acknowledged by
an affirmative act of the party receiving notice, if sent by facsimile,
telecopy or other electronic transmission device (provided that such an
acknowledgement does not include an acknowledgement generated automatically by
a facsimile or telecopy machine or other electronic transmission device).
Notices, demands and communications to Buyer and Seller will, unless another
address is specified in writing, be sent to the address indicated below:

|                                   |  |                                  
|---------------------------------- |  | ---------------------------------
|Notices to
Buyer:                  |  | with a copy
to:                  
|                                   |  |                                  
|Vascular
Solutions, Inc.           |  | Dorsey &
Whitney LLP             
|6464
Sycamore Court                |  | 50 South
Sixth Street, Suite 1500
|Minneapolis,
Minnesota 55441       |  | Minneapolis,
Minnesota 55402     
|Attention:
Chief Executive Officer |  | Attention:
Timothy S. Hearn, Esq.
|Facsimile
No: (763) 656-4250       |  | Facsimile:
(612) 340-2868        
|                                   |  |                                  
|Notices to
Seller:                 |  | with a copy
to:                  
|                                   |  |                                  
|Escalon
Medical Corp.              |  | Duane
Morris, LLP                
|435 Devon
Park Drive, Bldg. 100    |  | 30 South 17th
Street             
|Wayne,
Pennsylvania 19087          |  | Philadelphia,
PA 19103           
|Attention:
Chief Executive Officer |  | Attention:
Kathleen M. Shay, Esq.
|Facsimile
No: (610) 688-3641       |  | Facsimile:
215 689-4382          

10.08     Binding
Effect; Assignment. This Agreement and all of the provisions hereof will be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, except that neither this Agreement
nor any of the rights, interests or obligations hereunder may be assigned by
either party hereto, other than to an affiliate of Buyer, without the prior
written consent of the other parties hereto.

10.09     Severability.
Subject to Section 6.04(d), whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.

10.10     Complete
Agreement. This Agreement, the Related Agreements, the Exhibits and
Schedules hereto and thereto, the Seller Disclosure Schedule and the other
documents referred to herein contain the complete agreement between the parties
and supersede

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any prior understandings,
agreements or representations by or between the parties, written or oral, which
may have related to the subject matter hereof in any way.

10.11     Counterparts.
This Agreement may be executed in one or more counterparts, any one of which
need not contain the signatures of more than one party, but all such
counterparts taken together will constitute one and the same instrument. A
facsimile signature will be considered an original signature.

10.12     Governing
law. The internal law, without regard to conflicts of laws principles, of
the State of Delaware shall govern all questions concerning the construction,
validity and interpretation of this Agreement and the performance of the
obligations imposed by this Agreement.

10.13     Jurisdiction.
Each of the parties submits to the exclusive jurisdiction of any state or
federal court sitting in Wilmington, Delaware, in any action or proceeding
arising out of or relating to this Agreement and agrees that all claims in
respect of the action or proceeding may be heard and determined in any such
court. Each party also agrees not to bring any action or proceeding arising out
of or relating to this Agreement in any other court. Each of the parties waives
any defense of inconvenient forum to the maintenance of any action or
proceeding so brought and waives any bond, surety or other security that might
be required of any other party with respect to any such action or proceeding.
The parties agree that either or both of them may file a copy of this paragraph
with any court as written evidence of the knowing, voluntary and bargained
agreement between the parties irrevocably to waive any objections to venue or
to convenience of forum.

10.14     Waiver
of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11.14.

10.15     Specific
Performance. Each of the parties acknowledges and agrees that the subject
matter of this Agreement, including the business, assets and properties of
Seller relating to the Business, is unique, that the other parties would be
damaged irreparably in the event any of the provisions of this Agreement are not
performed in accordance with their specific terms or otherwise are breached,
and that the remedies at law would not be adequate to compensate such other
parties not in default or in breach. Accordingly, each of the parties agrees

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that the other
parties will be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions of this Agreement in addition to any other remedy to
which they may be entitled, at law or in equity (without any requirement that
Buyer provide any bond or other security). The parties waive any defense that a
remedy at law is adequate and any requirement to post bond or provide similar
security in connection with actions instituted for injunctive relief or
specific performance of this Agreement.

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of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have
executed this Asset Purchase Agreement as of the day and year first above
written.

| |                                          
| | -----------------------------------------
| | VASCULAR SOLUTIONS, INC.                 
| |                                          
| | /s/ James
Hennen                         
| | By: James
Hennen, Chief Financial Officer
| |                                          
| | ESCALON VASCULAR IP HOLDINGS, INC.       
| |                                          
| | /s/ Richard
J. DePiano, Jr.              
| | By: Richard
J. DePiano, Jr., Esquire     
| | Its:
VP & General Counsel                

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