Exhibit
2.5





AGREEMENT
AND PLAN OF MERGER





Between





MAXCURE
PHARMACEUTICAL, INC.,





and





APRO
BIO PHARMACEUTICAL CORPORATION





Dated
as of March 18, 2008





TABLE
OF CONTENTS




ARTICLE
      I
                    DEFINITIONSSECTION
      1.01.
                    Certain
      Defined TermsARTICLE
      II
                    THE
      MERGERSECTION
      2.01.
                    The
      MergerSECTION
      2.02.
                    Effective
      TimeSECTION
      2.03.
                    Effect
      of the MergerSECTION
      2.04.
                    Articles
      of Incorporation; BylawsSECTION
      2.05.
                    Directors
      and OfficersSECTION
      2.06.
                    Effect
      on Capital StockSECTION
      2.07.
                    Dissenting
      SharesSECTION
      2.08.
                    Surrender
      of CertificatesSECTION
      2.09.
                    No
      Further Ownership Rights in Apro Common StockSECTION
      2.10.
                    Lost,
      Stolen or Destroyed CertificatesSECTION
      2.11.
                    Taking
      of Necessary Action; Further ActionARTICLE
      III
                    REPRESENTATIONS
      AND WARRANTIES OF AproSECTION
      3.01.
                    Organization,
      Authority and Qualification of AproSECTION
      3.02.
                    Capital
      Stock of Apro; Ownership of the SharesSECTION
      3.03.
                    SubsidiariesSECTION
      3.04.
                    Corporate
      Books and RecordsSECTION
      3.05.
                    No
      ConflictSECTION
      3.06.
                    Governmental
      Consents and ApprovalsSECTION
      3.07
                    BrokersSECTION
      3.08.
                    Financial
      Information/Books and RecordsSECTION
      3.09.
                    No
      Undisclosed LiabilitiesSECTION
      3.10.
                    Conduct
      in the Ordinary Course; Absence of Certain Changes, Events and
      ConditionsSECTION
      3.11.
                    LitigationSECTION
      3.12.
                    Certain
      InterestsSECTION
      3.13.
                    Material
      ContractsSECTION
      3.14.
                    Intellectual
      PropertySECTION
      3.15.
                    Real
      PropertySECTION
      3.16.
                    Labor
      MattersSECTION
      3.17.
                    Key
      EmployeesSECTION
      3.18.
                    TaxesSECTION
      3.19.
                    InsuranceSECTION
      3.20.
                    Approval
      Requirements
 
  Page
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 ARTICLE
      IV
                    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANYSECTION
      4.01.
                    Organization
      and AuthoritySECTION
      4.02.
                    Capital
      Stock of Company; Ownership of the SharesSECTION
      4.03.
                    SubsidiariesSECTION
      4.04.
                    Corporate
      Books and RecordsSECTION
      4.05.
                    No
      ConflictSECTION
      4.06.
                    Governmental
      Consents and ApprovalsSECTION
      4.07
                    BrokersSECTION
      4.08.
                    Financial
      Information/Books and RecordsSECTION
      4.09.
                    No
      Undisclosed LiabilitiesSECTION
      4.10.
                    Conduct
      in the Ordinary Course; Absence of Certain Changes, Events and
      ConditionsSECTION
      4.11.
                    LitigationSECTION
      4.12.
                    Certain
      InterestsSECTION
      4.13.
                    Material
      ContractsSECTION
      4.14.
                    Intellectual
      PropertySECTION
      4.15.
                    Real
      PropertySECTION
      4.16.
                    Labor
      MattersSECTION
      4.17.
                    Key
      EmployeesSECTION
      4.18.
                    TaxesSECTION
      4.19.
                    InsuranceSECTION
      4.20.
                    Voting
      RequirementsARTICLE
      V
                    ADDITIONAL
      AGREEMENTSSECTION
      5.01.
                    Conduct
      of Business Prior to the ClosingSECTION
      5.02.
                    Access
      to InformationSECTION
      5.03.
                    Regulatory
      and Other Authorizations; Notices and ConsentsSECTION
      5.04.
                    Notice
      of DevelopmentsSECTION
      5.05.
                    No
      Solicitation or NegotiationSECTION
      5.06.
                    Further
      ActionSECTION
      5.07.
                    Conduct
      of Business by AproARTICLE
      VI
                    ADDITIONAL
      STOCK, OPTION OR WARRANT ISSUANCESSECTION
      6.01.
                    Company
      IssuancesSECTION
      6.02.
                    Apro
      IssuancesARTICLE
      VII
                    ADDITIONAL
      AGREEMENTSSECTION
      7.01.
                    Apro
      Shareholder ApprovalSECTION
      7.02.
                    Exemption
      from RegistrationSECTION
      7.03
                    University
      of Colorado License AgreementSECTION
      7.04ARTICLE
      VIII
                    CONDITIONS
      TO CLOSINGSECTION
      8.01.
                    Conditions
      to Obligations of Each of the Company and AproSECTION
      8.02.
                    Conditions
      to Obligations of AproSECTION
      8.03.
                    Conditions
      to Obligations of the CompanyARTICLE
      IX
                    SURVIVALSECTION
      9.01.
                    Survival
      of Representations and
Warranties
 
  Page
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 ARTICLE
      X
                TERMINATION
      AND WAIVERSECTION
      10.01.
                TerminationSECTION
      10.02.
                Effect
      of TerminationSECTION
      10.03.
                WaiverARTICLE
      XI
                GENERAL
      PROVISIONSSECTION
      11.01.
                ExpensesSECTION
      11.02.
                NoticesSECTION
      11.03.
                Public
      AnnouncementsSECTION
      11.04.
                HeadingsSECTION
      11.05.
                SeverabilitySECTION
      11.06.
                Entire
      AgreementSECTION
      11.07.
                AssignmentSECTION
      11.08.
                No
      Third Party BeneficiariesSECTION
      11.09.
                AmendmentSECTION
      11.10.
                Governing
      LawSECTION
      11.11.
                Counterparts







Page
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AGREEMENT
AND PLAN OF MERGER





AGREEMENT AND PLAN OF MERGER, dated
as of  March 18, 2008 (the "Agreement"), between MaxCure
Pharmaceutical, Inc., a Colorado corporation (the “Company”) and Apro Bio
Pharmaceutical Corporation, a Utah corporation ("Apro").





W I T N E
S S E T H:





WHEREAS, the Boards of Directors
of Apro and the Company have each determined that it is in the best
interests of their respective shareholders for the Company to acquire Apro
through a reverse merger upon the terms and subject to the conditions set forth
herein;





WHEREAS, in furtherance of such
acquisition, the Boards of Directors of Apro and the Company have each approved
the merger (the "Merger") of Apro with and into the Company upon the terms and
subject to the conditions set forth herein;





NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements herein contained, and
intending to be legally bound hereby, Apro and the Company hereby agree as
follows:





ARTICLE
I                     DEFINITIONS





SECTION 1.01. Certain Defined Terms.
As used in this Agreement, the following terms shall have the following
meanings:





"Action" means any claim, action,
suit, arbitration, inquiry, proceeding or investigation by or before any
Governmental Authority.





"Affiliate" means, with respect to
any specified Person, any other Person that directly, or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control
with, such specified Person.





"Agreement" or "this Agreement" means
this Agreement and Plan of Merger, dated as of March 18,
2008, between Apro and the Company (including the Exhibits hereto
and the Disclosure Schedule) and all amendments hereto made in accordance with
the provisions of Section 11.09.





"Business" means the business of
developing, marketing and supporting medical technology licenses and all other
business which is conducted by Apro and the Subsidiaries or by MaxCure and the
Subsidiaries, as applicable.





"Colorado Law" means the Colorado
Business Corporations Code.





"Code" means the Internal Revenue
Code of 1986, as amended.





"Company" has the meaning specified
in the recitals to this Agreement.





"Company Common Stock" means the
common stock of the Company.





"Control" (including the terms
"controlled by" and "under common control with"), with respect to the
relationship between or among two or more Persons, means the possession,
directly or indirectly or as trustee or executor, of the power to direct or
cause the direction of the affairs or management of a Person, whether through
the ownership of voting securities, as trustee or executor, by contract or
otherwise, including, without limitation, the ownership, directly or indirectly,
of securities having the power to elect a majority of the board of directors or
similar body governing the affairs of such Person.





"Disclosure Schedule" means the
Disclosure Schedule attached hereto, dated as of the date hereof, and forming a
part of this Agreement.





"Effective Time" has the meaning
specified in Section 2.02.





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"Encumbrance" means any security
interest, pledge, mortgage, lien (including, without limitation, environmental
and tax liens), charge, encumbrance, adverse claim, preferential arrangement or
restriction of any kind, including, without limitation, any restriction on the
use, voting, transfer, receipt of income or other exercise of any attributes of
ownership.





"Environmental Claims" means any and
all administrative, regulatory or judicial actions, suits, demands, demand
letters, claims, liens, notices of non-compliance or violation, notice of
liability or potential liability, investigations, proceedings, consent orders or
consent agreements relating in any way to any Environmental Law, any
Environmental Permit or Hazardous Materials or arising from alleged injury or
threat of injury to health, safety or the Environment, including, without
limitation, (a) by Governmental Authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages and (b) by any Governmental
Authority or any Person for damages, contribution, indemnification, cost
recovery, compensation or injunctive relief.





"Environmental Laws" means any Law,
now or hereafter in effect and as amended, and any judicial, administrative or
otherwise binding interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
health, safety or Hazardous Materials, including, without limitation, the
CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. SS6901 et seq.;
the Hazardous Materials Transportation Act, 49 U.S.C. SS 6901 et seq.; the Clean
Water Act,33 U.S.C. SS 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.
SS 2601 et seq.; the Clean Air Act, 42 U.S.C. SS 7401 et seq.; the Safe Drinking
Water Act, 42 U.S.C. SS 300f et seq.; the Atomic Energy Act, 42 U.S.C. SS 2011
et seq; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. SS 136
et seq.; and the Federal Food, Drug and Cosmetic Act, 21 U.S.C. SS 301 et
seq.





"Environmental Permits" means all
permits, approvals, identification numbers, licenses and other authorizations
required under any applicable Environmental Law.








"Governmental Authority" means any
United States federal, state or local or any foreign government, governmental,
regulatory or administrative authority, agency or commission or any court,
tribunal, or judicial or arbitral body.





"Governmental Order" means any order,
writ, judgment, injunction, decree, stipulation, determination or award entered
by or with any Governmental Authority.





"Hazardous Materials" means (a)
petroleum and petroleum products, radioactive materials, asbestos-containing
materials, urea formaldehyde foam insulation, transformers or other equipment
that contain polychlorinated biphenyls, and radon gas, and (b) any other
chemicals, materials or substances defined or regulated as "hazardous" or
"toxic" or words of similar import, under any applicable Environmental
Law.





"HSR Act" means the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder.





"Indebtedness" means, without
duplication with respect to any Person, (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than trade payables created in the ordinary
course of business), (c) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (d) all obligations of such Person as lessee under
leases that have been or should be, in accordance with U.S. GAAP, recorded as
capital leases, (e) all obligations, contingent or otherwise, of such Person
under acceptance, letter of credit or similar facilities, (f) all obligations of
such Person to purchase, redeem, retire, defease or otherwise acquire for value
any capital stock of such Person or any warrants, rights or options to acquire
such capital stock, valued, in the case of redeemable preferred stock, at the
greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends, (g) all Indebtedness of others referred to in clauses (a)
through (e) above guaranteed directly or indirectly in any manner by such
Person, or in effect guaranteed directly or indirectly by such Person through an
agreement (i) to pay or purchase such Indebtedness or to advance or supply funds
for the payment or purchase of such Indebtedness, (ii) to purchase, sell or
lease (as lessee or lessor) property, or to purchase or sell services, primarily
for the purpose of enabling the debtor to make payment of such Indebtedness or
to assure the holder of such Indebtedness against loss, (iii) to supply funds to
or in any other manner invest in the debtor (including any agreement to pay for
property or services irrespective of whether such property is received
or such services are rendered), and (h) all Indebtedness referred to in clauses
(a) through (e) above secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any
Encumbrance on property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness.





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"Intellectual Property" means all of
the following:  (i) U.S. and foreign registered and unregistered
trademarks, trade dress, service marks, logos, trade names, corporate names and
all registrations and applications to register the same (the "Trademarks"); (ii)
issued U.S. and foreign patents and pending patent applications, patent
disclosures, and any and all divisions, continuations, continuations-in-part,
reissues, reexaminations, and extension thereof, any counterparts claiming
priority therefrom, utility models, patents of importation/confirmation,
certificates of invention and like statutory rights (the "Patents"); (iii) U.S.
and foreign registered and unregistered copyrights (including, but not limited
to, those in computer software and databases) rights of publicity and all
registrations and applications to register the same (the "Copyrights"); (iv)
U.S. and foreign rights in any semiconductor chip product works or "mask works"
as such term is defined in 17 U.S.C. 901, et seq. and any registrations or
applications therefor ("Mask Works"); (v) all categories of trade secrets as
defined in the Uniform Trade Secrets Act including, but not limited to, business
information; (vi) all License and agreements pursuant to which the Company has
acquired rights in or to any Trademarks, Patents, Copyrights or Mask Works, or
Licenses and agreements pursuant to which the Company has Licensed or
transferred the right to use any of the foregoing ("Licenses").





"IRS" means the Internal Revenue
Service of the United States.





"Law" means any federal, state, local
or foreign statute, law, ordinance, regulation, rule, code, order, other
requirement or rule of law.





"Liabilities" means any and all
debts, liabilities and obligations, whether accrued or fixed, absolute or
contingent, matured or unmatured or determined or determinable, including,
without limitation, those arising under any Law (including, without limitation,
any Environmental Law), Action or Governmental Order and those arising under any
contract, agreement, arrangement, commitment or undertaking.





"Material Adverse Effect" means any
circumstance, change in, or effect on the Business of a Person that,
individually or in the aggregate with any other circumstances, changes in, or
effects on, such Business is, or could reasonably be expected to be, materially
adverse to the business, operations, assets or Liabilities, results of
operations or the financial condition of such Person, taken as a whole;
provided, however, that a Material Adverse Effect will not exist as a result of
circumstances that are demonstrated to have resulted directly from the public
announcement of the Merger or the performance by a Person of its obligations
hereunder.





"Material Contracts" has the meaning
specified in Section 3.13(a).





"Merger Consideration" means one
fully paid and non-assessable share of Company Common Stock for each outstanding
share of Apro Common Stock at the Effective Time.





"Permits" has the meaning specified
in Section 3.14(a).





"Permitted Encumbrances" means such
of the following as to which no enforcement, collection, execution, levy or
foreclosure proceeding shall have been commenced:  (a) liens for
taxes, assessments and governmental charges or levies not yet due and payable or
for taxes, assessments and governmental charges or levies that are being
contested in good faith; (b) Encumbrances imposed by law, such as materialmen's,
mechanics', carriers', workmen's and repairmen's liens and other similar liens
arising in the ordinary course of business securing obligations that (i) are not
overdue for a period of more than 30 days and (ii) are not in excess of $10,000
in the aggregate at any time; (c) pledges or deposits to secure obligations
under workers' compensation laws or similar legislation or to secure public or
statutory obligations; and (d) minor survey exceptions, reciprocal easement
agreements and other customary encumbrances on and imperfections to title to
real property and other Encumbrances that (i) do not render title to the
property encumbered thereby uninsurable and (ii) do not, individually or in the
aggregate, materially adversely affect the value or use of such property for its
current purposes; and (e) Encumbrances related to Funded Debt and purchase money
mortgages and conditional sales contracts entered into in the ordinary course of
business.





"Person" means any individual,
partnership, firm, corporation, association, trust, unincorporated organization
or other entity, as well as any syndicate or group that would be deemed to be a
person under Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended.





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"Receivables" means any and all
accounts receivable, notes and other amounts receivable by the Company or any
Subsidiary from third parties, including, without limitation, customers, arising
before the Effective Time, whether or not in the ordinary course, together with
all unpaid financing charges accrued thereon.





"Regulations" means the Treasury
Regulations (including Temporary Regulations) promulgated by the United States
Department of Treasury with respect to the Code or other federal tax
statutes.





"Release" means disposing,
discharging, injecting, spilling, leaking, leaching, dumping, emitting,
escaping, emptying, seeping, placing and the like into or upon any land or water
or air or otherwise entering into the Environment.





"Subsidiaries" means all
corporations, partnerships, joint ventures, associations and other entities
controlled by a Person directly or indirectly through one or more
intermediaries.





"Tax" or "Taxes" means any and all
taxes, levies, duties, tariffs, imposts, and other similar fees or charges of
any kind, foreign or domestic, (together with any and all interest, penalties,
additions to tax and additional amounts imposed with respect thereto), imposed
by any government or taxing authority, including, without
limitation:  taxes on or with respect to income, franchises, windfall
or other profits, gross receipts, property, sales, use, capital stock, payroll,
employment, social security, workers' compensation, unemployment compensation,
or net worth; taxes or other charges in the nature of excise, withholding, ad
valorem, stamp, transfer, value added, or gains taxes; license, registration and
documentation fees; and customs duties and tariffs.





"U.S. GAAP" means United States
generally accepted accounting principles and practices as in effect from time to
time and applied consistently throughout the periods involved.





"Utah Law" means the Utah Revised
Business Corporation Act.








ARTICLE
II                  
THE MERGER





SECTION 2.01.  The
Merger.  At the Effective Time (as defined in Section 2.02) and
subject to and upon the terms and conditions of this Agreement and Colorado Law
and Utah Law, Apro will be merged with and into the Company, the separate
corporate existence of Apro shall cease, and the Company shall continue as the
surviving corporation.  The Company as the surviving corporation after
the Merger is hereinafter sometimes referred to as the "Surviving
Corporation". The Surviving Corporation shall be domiciled in
Colorado.





SECTION 2.02.  Effective
Time.  As promptly as practicable after the satisfaction or waiver of
the conditions set forth in Article VIII, the parties hereto shall cause the
Merger to be consummated by filing articles of merger (the "Articles of
Merger") with the Secretaries of State of the States of  Colorado and
Utah, in such form as required by, and executed in accordance with the relevant
provisions of, Colorado and Utah Law (the time of such filing or such later
mutually agreed upon time as may be set forth in the Articles of Merger being
the "Effective Time").





SECTION 2.03.  Effect of
the Merger.  At the Effective Time, the effect of the Merger shall be
as provided in the applicable provisions of Colorado and Utah
Law.  Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time all the property, rights, privileges, powers and
franchises of the Company and Apro shall vest in the Surviving Corporation, and
all debts, liabilities and duties of the Company and Apro shall become the
debts, liabilities and duties of the Surviving Corporation.





SECTION 2.04.  Articles of
Incorporation; Bylaws.  (a)  Articles of
Incorporation.  Unless otherwise determined by the Company prior to
the Effective Time, at the Effective Time the Articles of Incorporation of the
Company, as in effect immediately prior to the Effective Time, shall be the
Articles of Incorporation of the Surviving Corporation until thereafter amended
as provided by law and such Articles of Incorporation; provided, however, that
Article I of the Articles of Incorporation of the Surviving Corporation shall be
amended to read as follows:  "The name of the corporation is
Apro Bio Pharmaceutical Corporation."





(b)              Bylaws.  The
Bylaws of the Company, as in effect immediately prior to the Effective Time,
shall be the Bylaws of the Surviving Corporation until thereafter amended as
provided by Colorado Law, the Articles of Incorporation of the Surviving
Corporation and such Bylaws.





SECTION 2.05.  Directors
and Officers.  The directors of the Surviving Corporation shall be
David Olson, Al Kramer, Dr. Paul Dragul and Vicki D.E. Barone.  In
addition, prior to the Effective Time, the parties shall select for appointment
to the Board a qualified financial expert deemed to meet the requirements of an
audit chairperson for SEC reporting purposes and two qualified Directors with
significant prior biotech or pharmaceutical company experience.  In
the event that any of the three non-designated directors have not been selected
by the Effective Time, the existing Board of Directors will use its best efforts
to determine and place those three directors within 30 days of the Effective
Time.





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.


SECTION 2.06.  Effect on
Capital Stock.  At the Effective Time, by virtue of the Merger and
without any action on the part of Apro and the Company or the holders of any of
the following securities:





(a)              Conversion
of Apro Common Stock.  Each share of Apro Common Stock issued and
outstanding immediately prior to the Effective Time (other than any such shares
constituting Dissenting Shares (as defined and to the extent provided in Section
2.07(a)) will be cancelled and extinguished and be converted automatically into
the right to receive the Merger Consideration in the manner provided in Section
2.08, upon surrender of the certificate representing such share of Apro Common
Stock.





(b)              Cancellation
of Apro Notes and Warrants Held by the Company.  At the Effective
Time, $750,000 in principal of promissory notes issued by Apro (the “Apro
Notes”) to the Company and all accrued and unpaid interest thereon shall be
cancelled.  In addition, warrants to purchase 600,000 shares of Apro
Common Stock issued to the Company (the “Apro Warrants Issued to the Company”)
shall be cancelled at the effective time.





(c)              Conversion
of Outstanding Warrants.  All warrants to purchase Apro Common Stock
other than the Apro Warrants Issued to the Company outstanding prior to the
Effective Time shall be converted to warrants to purchase the common stock of
the Surviving Corporation upon the same terms and conditions.





(d)              Adjustments
to Merger Consideration.  The applicable Merger Consideration per
share of Company Common Stock, shall be adjusted to reflect fully the effect of
any stock split, reverse split, stock dividend (including any dividend or
distribution of securities convertible into Company Common Stock or Company
Preferred Stock), reorganization, recapitalization or other like change with
respect to Company Common Stock or Company Preferred Stock occurring after the
date hereof and prior to the Effective Time.




(e)  Fractional
Shares.  No fraction of a share of Company Common Stock will be issued
and any fractional interests will be rounded to the nearest whole
share.





SECTION 2.07.  Dissenting
Shares.  (a) Notwithstanding any provision of this Agreement to the
contrary, any shares of capital stock of Apro held by a holder who has exercised
dissenters' rights for such shares in accordance with Utah Law and who, as of
the Effective Time, has not effectively withdrawn or lost such dissenters'
rights ("Dissenting Shares"), shall not be converted into or represent a right
to receive Merger Consideration pursuant to Section 2.06, but the holder thereof
shall only be entitled to such rights as are granted by Utah Law.





(b)              Notwithstanding
the provisions of subsection (a), if any holder of Dissenting Shares shall
effectively withdraw or lose (through failure to perfect or otherwise) his
dissenters' rights, then, as of the later of Effective Time or the occurrence of
such event, such holder's shares shall automatically be converted into and
represent only the right to receive the applicable Merger Consideration, without
interest thereon, upon surrender of the certificate or certificates representing
such Dissenting Shares.





(c)              The
Company shall give Apro (i) prompt notice of any written demands received by the
Company to require the Company to purchase shares of capital stock of the
Company, withdrawals of such demands, and any other instruments served pursuant
to Colorado Law and received by the Company and (ii) the opportunity to
participate in all negotiations and proceedings with respect to such
demands.  The Company shall not, except with the prior written consent
of Apro, voluntarily make any payment with respect to any such demands or offer
to settle or settle any such demands.





SECTION 2.08.  Exchange of
Certificates.  (a)  Exchange Agent.  The Company
Company Stock shall be  supplied, to or for the account of a bank,
trust company or registered transfer agent designated by Apro (the "Exchange
Agent"), in trust for the benefit of the holders of Apro Common Stock (other
than Dissenting Shares), for exchange in accordance with this Section 2.08,
through the Exchange Agent, certificates evidencing the shares of Company Common
Stock issuable pursuant to Section 2.06, in each case in exchange for
outstanding shares of Apro Common Stock.





(b)              Company
to Provide Company Common Stock.  At or prior to the Effective Time,
Company shall make available to the Exchange Agent for exchange and payment in
accordance with this Article II, through the procedures set forth in the
Exchange Agent Agreement, the shares of Company Common Stock issuable pursuant
to Section 2.06 and in accordance with the Exchange Agent
Agreement.





Page
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(c)              Exchange
Procedures.  The Surviving Corporation shall, in accordance with the
Exchange Agent Agreement, cause to be delivered or mailed to each holder of
record of a certificate or certificates (the "Certificates") which immediately
prior to the Effective Time represented outstanding shares of Apro Common Stock
or whose shares were converted into the right to receive Merger Consideration
pursuant to Section 2.06, (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates or
shall pass, only upon delivery of the Certificates to the Exchange Agent and
shall be in such form and have such other provisions as the Company may
reasonably specify) and (ii) instructions for use in effecting the surrender of
the Certificates in exchange for the certificates representing shares of Company
Common Stock payable to such holder pursuant to Section 2.06. Upon surrender of
a Certificate for cancellation to the Exchange Agent or to such other agent or
agents as may be appointed by Company, together with such letter of transmittal,
duly completed and validly executed in accordance with the instructions thereto,
the holder of such Certificate shall be entitled to receive in exchange therefor
a certificate representing the number of whole shares of Company Common Stock
which such holder has the right to receive pursuant to Section 2.06, and the
Certificate so surrendered shall forthwith be cancelled.  Until so
surrendered, each outstanding Certificate that, prior to the Effective Time,
represented shares of Apro Common Stock will be deemed from and after the
Effective Time, for all corporate purposes, other than the payment of dividends,
to evidence the ownership of the number of full shares of Company Common Stock,
if any, into which such shares of Apro Common Stock shall have been so
converted in accordance with Section 2.06(e).





(d)              Distributions
With Respect to Unexchanged Shares.  No dividends or other
distributions declared or made after the Effective Time with respect to Company
Common Stock with a record date after the Effective Time will be paid to the
holder of any unsurrendered Certificate with respect to the shares of Apro
Common Stock represented thereby until the holder of record of such Certificate
shall surrender such Certificate.  Subject to applicable law,
following surrender of any such Certificate, there shall be paid to the record
holder of the certificates representing whole shares of Company Common Stock
issued in exchange therefor, without interest, (i) at the time of such
surrender, the amount of dividends or other distributions with a record date
after the Effective Time theretofore paid with respect to such whole shares of
Company Common Stock and (ii) at the appropriate payment date, the amount of
dividends or other distributions with a record date after the Effective Time but
prior to such surrender and a payment date subsequent to such surrender payable
with respect to such shares of Company Common Stock.




(e)              Transfers
of Ownership.  If any certificate for shares of Company Common Stock
is to be issued in a name other than that in which the certificate surrendered
in exchange therefor is registered, it will be a condition of the issuance
thereof that the certificate so surrendered will be properly endorsed and
otherwise in proper form for transfer and that the person requesting such
exchange will have paid to Company or any agent designated by it any transfer or
other taxes required by reason of the issuance of a certificate for shares of
Company Common Stock in any name other than that of  the registered
holder of the certificate surrendered, or established to the satisfaction of
Company or any agent designated by it that such tax has been paid or is not
payable.





(f)              No
Liability.  Notwithstanding anything to the contrary in this Section
2.08, none of the Exchange Agent, the Surviving Corporation or any party hereto
shall be liable to a holder of Apro Common Stock for any amount properly paid to
a public official pursuant to any applicable abandoned property, escheat or
similar law.





SECTION 2.09.  No Further
Ownership Rights in Apro Common Stock. The Merger Consideration paid in
accordance with the terms of this Article II exchanged for shares of Apro Common
Stock shall be deemed to have been paid in full satisfaction of all rights
pertaining to such shares of Apro Common Stock in accordance with the terms
hereof, and there shall be no further registration of transfers on the records
of the Surviving Corporation of shares of Apro Common Stock which were
outstanding immediately prior to the Effective Time.  If, after the
Effective Time, Certificates are presented to the Surviving Corporation for any
reason, they shall be cancelled and exchanged as provided in this Article
II.





SECTION 2.10.  Lost, Stolen
or Destroyed Certificates.  In the event any certificates evidencing
shares of Apro Common Stock shall have been lost, stolen or destroyed, the
Exchange Agent shall issue in exchange for such lost, stolen or destroyed
certificates, upon the making of an affidavit of that fact by the holder
thereof, such shares of Company Common Stock, cash for fractional shares, if
any, as may be required pursuant to Section 2.06(i) and the cash payable in the
manner specified in Section 2.06 hereof; provided, however, that Company may, in
its discretion and as a condition precedent to the issuance and payment thereof,
require the owner of such lost, stolen or destroyed certificates to deliver a
bond in such sum as it may reasonably direct as indemnity against any claim that
may be made against Company or the Exchange Agent with respect to the
certificates alleged to have been lost, stolen or destroyed.





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SECTION 2.11.  Taking of
Necessary Action; Further Action.  If, at any time after the Effective
Time, any such further action is necessary or desirable to carry out the
purposes of this Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges, powers
and franchises of the Company and Apro, the officers and directors of the
Company and Apro are fully authorized in the name of their respective
corporations or otherwise to take, and will take, all such lawful and necessary
action.





ARTICLE
III                 
REPRESENTATIONS AND WARRANTIES OF APRO





As an inducement to Company to enter
into this Agreement, Apro hereby represents and warrants to Company as
follows:





SECTION
3.01.  Organization, Authority and Qualification of
Apro.  Apro is a corporation duly organized, validly existing and in
good standing under the laws of the State of Utah and has all necessary
corporate power and authority to own, operate or lease the properties and assets
now owned, operated or leased by it and to carry on the Business as it has been
and is currently conducted.  Except as set forth in Section 3.01 of
the Disclosure Schedule, Apro is duly licensed or qualified to do business and
is in good standing in each jurisdiction in which the failure to be licensed or
qualified would have a Material Adverse Effect.  Apro has not taken
any action that in any respect conflicts with, constitutes a default under or
results in a violation of any provision of its Articles of Incorporation or
Bylaws.  True and correct copies of the Articles of Incorporation and
Bylaws of Apro, each as in effect on the date hereof, have been made available
or delivered by Apro to the Company.  This Agreement has been duly
executed and delivered by Apro, and (assuming due authorization, execution and
delivery by the Company and Apro) this Agreement constitutes a legal, valid and
binding obligation of Apro enforceable against Apro in accordance with its terms
except as such enforceability may be limited by principles of public policy and
subject to the laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.





SECTION 3.02.  Capital
Stock of Apro; Ownership of the Shares.  (a)  The authorized
capital stock of Apro consists of 10,000,000 shares of Preferred Stock, par
value $0.001, and 90,000,000 shares of Apro Common Stock, par value
$0.001.  As of the date hereof, (i) there are no issued and
outstanding shares of Apro Preferred Stock, (ii) 11,215,833 shares of Apro
Common Stock are issued and outstanding, all of which are validly issued, fully
paid and non-assessable, and (iii) 2,302,500 shares of Apro Common Stock are
reserved for issuance pursuant to warrants to purchase shares of Apro Common
Stock which are currently outstanding, including the Apro Warrants Issued to the
Company.  None of the issued and outstanding shares of Apro Common
Stock was issued in violation of any preemptive rights.  Except as set
forth above or as disclosed in Section 3.02(a)(i) of the Disclosure Schedule,
there are no options, warrants, convertible securities or other rights,
agreements, arrangements or commitments of any character relating to the capital
stock of Apro to which Apro is a party or obligating Apro to issue or sell any
shares of capital stock of, or any other interest in, Apro.  There are
no outstanding contractual obligations of Apro to repurchase, redeem or
otherwise acquire any shares of Apro Common Stock or to provide funds to, or
make any investment (in the form of a loan, capital contribution or otherwise)
in, any other Person.  Except as disclosed in Section 3.02(a)(ii) of
the Disclosure Schedule, there are no voting trusts, stockholder agreements,
proxies or other agreements or understandings in effect with respect to the
voting or transfer of any of Apro Common Stock.





(b)              Except
as set forth in Section 3.02(b) of the Disclosure Schedule, the stock register
of Apro accurately records:  (i) the name and last known address of
each owner of record of shares of capital stock of Apro and (ii) the certificate
number of each certificate evidencing shares of capital stock issued by Apro,
the number of shares evidenced by each such certificate, the date of issuance
thereof and, in the case of cancellation, the date of cancellation.





SECTION
3.03.  Subsidiaries.  (a)  Section 3.03(a) of the
Disclosure Schedule sets forth a true and complete list of all Subsidiaries,
listing for each Subsidiary its name, type of entity, the jurisdiction and date
of its incorporation or organization, its authorized capital stock, partnership
capital or equivalent, the number and type of its issued and outstanding shares
of capital stock, partnership interests or similar ownership interests and the
current ownership of such shares, partnership interests or similar ownership
interests by Apro and its Subsidiaries.





(b)              There
are no other corporations, partnerships, joint ventures, associations or other
similar entities in which Apro owns, of record or beneficially, any direct or
indirect equity or other interest or any right (contingent or otherwise) to
acquire the same.




Page
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(c)              Except
as set forth in Section 3.03(c) of the Disclosure Schedule, each Subsidiary that
is a corporation:  (i) is a corporation duly organized and validly
existing under the laws of its jurisdiction of incorporation, (ii) has all
necessary corporate power and authority to own, operate or lease the properties
and assets owned, operated or leased by such Subsidiary and to carry on its
business as it has been and is currently conducted by





(d)              Other
than directors' qualifying shares in foreign jurisdictions, all the outstanding
shares of capital stock of each Subsidiary that is a corporation are validly
issued, fully paid, non-assessable and free of preemptive rights and are owned
by Apro, whether directly or indirectly, free and clear of all
Encumbrances.





(e)              There
are no options, warrants, convertible securities, or other rights, agreements,
arrangements or commitments of any character to which Apro or any Subsidiary is
a party obligating Apro or any Subsidiary to issue or sell any shares of capital
stock of, or any other interest in, any Subsidiary.





(f)              No
Subsidiary has taken any action that in any respect conflicts with, constitutes
a default under or results in a violation of any provision of its charter or
by-laws (or similar organizational documents) except for such actions which,
when taken together with all other such actions, would not have a Material
Adverse Effect.  True and complete copies of the charter and by-laws
(or similar organizational documents), in each case as in effect on the date
hereof, of each Subsidiary have been made available or delivered by Apro to the
Company.





(g)              There
are no voting trusts, stockholder agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of any shares of
capital stock of or any other interests in any Subsidiary.





(h)              The
stock register of each Subsidiary that is a corporation accurately
records:  (i) the record owners of capital stock of such Subsidiary
and (ii) the certificate number of each certificate evidencing shares of capital
stock issued by such Subsidiary, the number of shares evidenced each such
certificate, the date of issuance thereof and, in the case of cancellation, the
date of cancellation.





SECTION 3.04.  Corporate
Books and Records.  Complete and accurate copies of all the minute
books and of the stock register of Apro and each Subsidiary have been provided
or made available by Apro to the Company.





SECTION 3.05.  No
Conflict.  Subject to approval of the Merger and this Agreement by
Apro’s Board of Directors and Apro's shareholders, assuming that all consents,
approvals, authorizations and other actions described in Section 3.06 have been
obtained and all filings and notifications listed in Section 3.06 of the
Disclosure Schedule have been made, the execution, delivery and performance of
this Agreement by Apro do not and will not (a) violate, conflict with or result
in the breach of any provision of the charter or by-laws (or similar
organizational documents) of Apro or any Subsidiary, (b) conflict with or
violate any Law or Governmental Order applicable to Apro or any Subsidiary
(other than conflicts and violations which could not reasonably be expected to
have a Material Adverse Effect or as would occur solely as a result of the
identity or the legal or regulatory status of Apro or any of its Affiliates), or
(c) except as set forth in Section 3.05(c) of the Disclosure Schedule, conflict
with, result in any breach of, constitute a default (or event which with the
giving of notice or lapse of time, or both, would become a default) under,
require any consent under, or give to others any rights of termination,
amendment, acceleration, suspension, revocation or cancellation of, or result in
the creation of any Encumbrance (other than a Permitted Encumbrance) on any of
the assets or properties of Apro or any Subsidiary pursuant to, any note, bond,
mortgage or indenture, contract, agreement, lease, sublease, license, permit,
franchise or other instrument or arrangement to which Apro or any Subsidiary is
a party or by which any of such assets or properties is bound or
affected.





SECTION 3.06.  Governmental
Consents and Approvals.  The execution, delivery and performance of
this Agreement by Apro do not and will not require any consent, approval,
authorization or other order of, action by, filing with or notification to any
Governmental Authority, except (a) as described in Section 3.06 of the
Disclosure Schedule, (b) the notification requirements of the HSR Act, (c) the
filing of the Agreement of Merger and (d) such other consents, the absence of
which could not reasonably be expected to result in a Material Adverse
Effect.





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





SECTION 3.08.  Financial
Information/Books and Records.  (a) True and complete copies of (i)
the audited consolidated balance sheet of Apro for March 31, 2007 and the
related audited consolidated statements of income, retained earnings,
stockholders' equity and cash flows of Apro, together with all related notes and
schedules thereto, accompanied by the reports thereon of Apro's Accountants
(collectively referred to herein as the "Apro Financial Statements") and (ii)
the unaudited consolidated balance sheet of Apro as of December 31, 2007 (the
"Apro Interim Balance Sheet"), and the related consolidated statements of
income, retained earnings, stockholders' equity and cash flows of Apro, together
with all related notes and schedules thereto (collectively referred to herein as
the "Apro Interim Financial Statement") have been made available or delivered by
Apro to the Company.  The Apro Financial Statements and the Apro
Interim Financial Statement (i) were prepared in accordance with the books of
account and other financial records of Apro, (ii) present fairly the
consolidated financial condition and results of operations of Apro and the
Subsidiaries as of the dates thereof or for the periods covered thereby, (iii)
have been prepared in accordance with U.S. GAAP applied on a basis consistent
with the past practices of Apro and (iv) include all material adjustments
(consisting only of normal recurring accruals) that are necessary for a fair
presentation of the consolidated financial condition of Apro and the
Subsidiaries and the results of the operations of Apro and the Subsidiaries as
of the dates thereof or for the periods covered thereby, except that the
unaudited Apro Interim Financial Statement was and is subject to normal and
recurring year-end adjustments which were or were not expected to be material in
amount.





(b)              The
books of account and other financial records of Apro and the
Subsidiaries:  (i) reflect all items of income and expense and all
assets and Liabilities required to be reflected therein in accordance with U.S.
GAAP applied on a basis consistent with the past practices of Apro and the
Subsidiaries, respectively, (ii) are in all material respects complete and
correct, and do not contain or reflect any material inaccuracies or
discrepancies and (iii) have been maintained in accordance with good business
and accounting practices.





SECTION 3.09.  No
Undisclosed Liabilities.  There are no Liabilities of Apro or any
Subsidiary required by U.S. GAAP to be recognized or disclosed on a consolidated
balance sheet of Apro and the Subsidiaries in the notes thereto, other than
Liabilities (i) reflected or reserved against on the Interim Balance Sheet, (ii)
disclosed in Section 3.09 of the Disclosure Schedule or (iii) incurred since the
date of the Interim Balance Sheet in the ordinary course of business, consistent
with the past practice, of Apro and the Subsidiaries and which do not and could
not reasonably be expected to have a Material Adverse
Effect.  Reserves are reflected on the Interim Balance Sheet against
all material Liabilities of Apro and the Subsidiaries in amounts that have been
established on a basis consistent with the past practices of Apro and the
Subsidiaries and in accordance with U.S. GAAP.





SECTION 3.10.  Conduct in
the Ordinary Course; Absence of Certain Changes, Events and
Conditions.  Since the date of the Interim Balance Sheet, except as
disclosed in Section 3.10 of the Disclosure Schedule, the business of Apro and
the Subsidiaries has been conducted in the ordinary course and consistent with
past practice.  As amplification and not limitation of the foregoing,
except as disclosed in Section 3.10 of the Disclosure Schedule, since the date
of the Interim Balance Sheet, neither Apro nor any Subsidiary has:





(i)  permitted or allowed
any of the material assets or material properties (whether tangible or
intangible) of Apro or any Subsidiary to be subjected to any Encumbrance, other
than Permitted Encumbrances and Encumbrances that will be released at or prior
to the Effective Time;





(ii)  except in the
ordinary course of business consistent with past practice, discharged or
otherwise obtained the release of any Encumbrance or paid or otherwise
discharged any Liability, other than current liabilities reflected on the
Interim Balance Sheet and current liabilities incurred in the ordinary course of
business consistent with past practice since the date of the Interim Balance
Sheet;





(iii) except in the ordinary course
of business consistent with past practice, made any loan to, guaranteed any
Indebtedness of or otherwise incurred any Indebtedness on behalf of any
Person;





(iv) redeemed any of the capital
stock or declared, made or paid any dividends or distributions (whether in cash,
securities or other property) to the holders of capital stock of Apro or any
Subsidiary or otherwise, other than dividends, distributions and redemptions
declared, made or paid by any Subsidiary solely to Apro;





(v)  made any material
changes in the customary methods of operations of Apro or any Subsidiary,
including, without limitation, practices and policies relating to manufacturing,
purchasing, inventories, marketing, selling and pricing;





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(vi) merged with, entered into a
consolidation with or acquired an interest of 5% or more in any Person or
acquired a substantial portion of the assets or business of any Person or any
division or line of business thereof, or otherwise acquired any assets material
to Apro and the Subsidiaries taken as a whole, other than in the ordinary course
of business consistent with past practice;





(vii) made any capital expenditure or
commitment for any capital expenditure in excess of $10,000 individually or
$3,000,000 in the aggregate;





(viii) sold, transferred, leased,
subleased, licensed or otherwise disposed of any material properties or material
assets, real, personal or mixed material to Apro and the Subsidiaries taken as a
whole but excluding the sale of inventories in the ordinary course of business
consistent with past practice;





(ix) except for exercises and
conversions of securities outstanding on the date of this Agreement and
customary stock option grants (covering no greater than 300,000 shares of Apro
Common Stock) for new hires and existing employees consistent with past
practice, issued or sold any capital stock, notes, bonds or other securities, or
any option, warrant or other right to acquire the same, of, or any other
interest in, Apro or any Subsidiary;





(x)  entered into any
material agreement, arrangement or transaction with any of its directors,
officers, employees or shareholders (or with any relative, beneficiary, spouse
or Affiliate of such Person);





(xi) (A) other than as contemplated
by this Agreement, granted any material increase, or announced any material
increase, in the wages, salaries, compensation, bonuses, incentives, pension or
other benefits payable by Apro or any Subsidiary to any of its employees,
including, without limitation, any increase or change pursuant to any Plan or
(B) established or increased or promised to increase any benefits under any
Plan, in either case except as required by Law or any existing agreement and/or
involving ordinary increases consistent with the past practices of Apro or such
Subsidiary;





(xii) materially written down or
materially written up (or failed to write down or write up in accordance with
U.S. GAAP consistent with past practice) the value of any inventories or
Receivables or revalued any assets of Apro or any Subsidiary other than in the
ordinary course of business consistent with past practice and in accordance with
U.S. GAAP;





(xiii) amended, terminated, cancelled
or compromised any material claims of Apro or any Subsidiary or waived any other
rights of substantial value to Apro or any Subsidiary;





(xiv) made any change in any method
of accounting or accounting practice or policy used by Apro or any Subsidiary,
other than such changes required by U.S. GAAP;





(xv) allowed any Permit or
Environmental Permit that was issued or relates to Apro or any Subsidiary or
otherwise relates to any asset to lapse or terminate or failed to renew any such
Permit or Environmental Permit or any insurance policy that is scheduled to
terminate or expire within 45 calendar days of the Effective Time, except for
such lapses, terminations or failures which could not reasonably be expected to
have a Material Adverse Effect;





(xvi) materially amended, modified or
consented to the termination of, any Material Contract or Apro's or any
Subsidiary's rights thereunder;





(xvii) amended or restated the
Articles of Incorporation or the Bylaws (or other organizational documents) of
Apro or any Subsidiary;





(xviii) terminated, discontinued,
closed or disposed of any plant, facility or other business operation, or laid
off any employees (other than layoffs of less than ten (10) employees in any
six-month period in the ordinary course of business consistent with past
practice) or implemented any early retirement, separation or program providing
early retirement window benefits within the meaning of Section 1.401(a)-4 of the
Regulations or announced or planned any such action or program for the
future;





(xix) made any express or deemed
election (other than an election pursuant to Section 341(f) of the Code) or
settled or compromised any liability, with respect to Taxes of Apro or any
Subsidiary;





(xx) suffered any casualty loss or
damage with respect to any asset which individually has a replacement cost of
more than $100,000, whether or not such loss or damage shall have been covered
by insurance;





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(xxi) received notice of any claim of
ownership by a third party of the Owned Intellectual Property or of infringement
by Apro of any third party's Intellectual Property rights;





(xxii) materially changed the pricing
or royalties set or charged by Apro to its customers or licensees or been the
subject of a material change in pricing or royalties set or charged with regard
to the Licensed Intellectual Property; or





(xxiii) agreed, whether in writing or
otherwise, to take any of the actions specified in this Section 3.10 except as
is expressly contemplated by this Agreement.





SECTION
3.11.  Litigation.  Except as set forth in Section 3.11 of
the Disclosure Schedule (which, with respect to each Action disclosed therein,
sets forth:  the parties, nature of the proceeding, date and method
commenced, amount of damages or other relief sought and, if applicable, paid or
granted), there are no Actions by or against Apro or any Subsidiary (or by or
against Apro or any Affiliate thereof and relating to Apro or any Subsidiary),
or affecting any of the Assets, pending before any Governmental Authority (or,
to the knowledge of Apro, threatened to be brought by or before any Governmental
Authority) that could reasonably be expected to have a Material Adverse
Effect.  None of the matters disclosed in Section 3.11 of the
Disclosure Schedule has or has had a Material Adverse Effect or could reasonably
be expected to materially adversely affect the legality, validity or
enforceability of this Agreement or the consummation of the transactions
contemplated hereby.  Except as set forth in Section 3.11 of the
Disclosure Schedule, none of Apro, the Subsidiaries nor any of the Assets nor
Apro is subject to any Governmental Order (nor, to the knowledge of Apro are
there any such Governmental Orders threatened to be imposed by any Governmental
Authority) which has or has had a Material Adverse Effect since the date of the
Interim Balance Sheet.





SECTION 3.12.  Certain
Interests.  (a) Except as disclosed in Section 3.12(a) of the
Disclosure Schedule, no officer or director of Apro or any Subsidiary and no
relative or spouse (or relative of such spouse) who resides with, any such
officer or director:





(i)  has any material
direct or indirect financial interest in any competitor, supplier or customer of
Apro or any Subsidiary, provided, however, that the ownership of debt securities
or the ownership of equity securities representing no more than ten percent of
the outstanding voting power of any competitor, supplier or customer, shall not
be deemed to be a "financial interest" so long as the Person owning such
securities has no other material connection or relationship with such
competitor, supplier or customer;





(ii) owns, directly or indirectly, in
whole or in part, or has any other material interest in any material tangible or
intangible property which Apro or any Subsidiary uses or has used in the conduct
of its business or otherwise; or





(iii) has outstanding any material
Indebtedness to Apro or any Subsidiary.





(b)              Except
as disclosed in Section 3.12(b) of the Disclosure Schedule, neither Apro nor any
Subsidiary has any material Liability or any other obligation of any nature
whatsoever to any officer, director or shareholder of Apro or any Subsidiary or
to any relative or spouse (or relative of such spouse) who resides with, or is a
dependent of, any such officer, director or shareholder.





SECTION
3.13.  Material Contracts.  (a)  Section 3.13(a)
of the Disclosure Schedule lists each of the following material contracts and
material agreements (including, without limitation, oral and informal
arrangements) of Apro and the Subsidiaries (such contracts and agreements,
together with all material contracts, agreements, leases and subleases
concerning the management or operation of any Real Property (including, without
limitation, material brokerage contracts) listed or otherwise disclosed in
Section 3.15(a) or 3.15(b) of the Disclosure Schedule to which Apro or any
Subsidiary is a party and all material agreements relating to Intellectual
Property set forth in Section 3.14(a) of the Disclosure Schedule, being
"Material Contracts"):





(i)  each contract or
agreement for the licensing of any medical technology, either from or to
Apro;





(ii) each contract and agreement for
the development or sale of any medical technology or for the furnishing of
services by Apro or any Subsidiary;





(iii) all material broker,
distributor, dealer, manufacturer's representative, franchise, agency, sales
promotion, market research, marketing consulting and advertising contracts and
agreements to which Apro or any Subsidiary is a party;





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(iv) all management contracts and
contracts with independent contractors or consultants (or similar arrangements)
to which Apro or any Subsidiary is a party and which are not cancelable without
penalty or further payment and without more than 30 days' notice;





(v)  all contracts and
agreements relating to Indebtedness in excess of $20,000 of Apro or any
Subsidiary;





(vi) all contracts and agreements
with any Governmental Authority to which Apro or any Subsidiary is a
party;





(vii) all contracts and agreements to
which Apro or any Subsidiary is a party that limit or purport to limit the
ability of Apro or any Subsidiary to compete in any line of business or with any
Person or in any geographic area or during any period of time;





(viii) all contracts and agreements
between or among Apro and any Affiliate of Apro that will survive (in whole or
in part) the Effective Time;





(ix) all contracts and agreements
providing for benefits under any Plan;





(x)  any distribution,
joint marketing or development agreement;





(xi) all contracts and agreements
under which Apro has obtained or will obtain Intellectual Property that is a
component of any of Apro's products or services or that is necessary to develop,
test, support, modify, maintain, reproduce, distribute, license or sell Apro’s
products or provide Apro's services;





(xii) all contracts and agreements
that in any way substantially limit or restrict or would substantially limit and
restrict Apro's or, immediately after the Effective Time, Apro’s  or
its subsidiaries' ability to use, modify, display, reproduce, distribute,
license or sell Apro’s products or provide Apro's services; and





(xiii) all other contracts and
agreements whether or not made in the ordinary course of business, which are
material to Apro, any Subsidiary or the conduct of the Business or the absence
of which would have a Material Adverse Effect.





For purposes of this Section 3.13 and
Sections 3.14 and 3.15, the term "lease" shall include any and all leases,
subleases, sale/leaseback agreements or similar arrangements.





(b)              Except
as disclosed in Section 3.13(b) of the Disclosure Schedule, each Material
Contract:  (i) is valid and binding on Apro any Subsidiary which is a
party thereto and, to the knowledge of Apro, the other parties thereto and is in
full force and effect and (ii) upon consummation of the transactions
contemplated by this Agreement, except to the extent that any consents set forth
in Section 3.06 of the Disclosure Schedule are not obtained, shall be in full
force and effect without material penalty or other material adverse
consequence.  Neither Apro nor any Subsidiary is in material breach
of, or default under, any Material Contract.





(c)              Except
as disclosed in Section 3.13(c) of the Disclosure Schedule, to Apro’s knowledge,
no other party to any Material Contract is in material breach thereof or default
hereunder.





(d)              Except
as disclosed in Section 3.13(d) of the Disclosure Schedule, there is no
contract, agreement or other arrangement granting any Person any preferential
right to purchase, other than in the ordinary course of business consistent with
past practice, any of the properties or assets of Apro or any Subsidiary which
are material to Apro and its Subsidiaries.





SECTION 3.14.  Intellectual
Property.  (a)  Section 3.14(a) of the Disclosure Schedule
contains an accurate and complete listing setting forth (x) all registered
Trademarks, Patents, Copyrights and registered Mask Works (as each such term is
hereinafter defined) which are owned by Apro or any of its Subsidiaries and (y)
all Licenses to which Apro or any of its Subsidiaries is a party (other than
shrink-wrap software and databases licensed to Apro or to any of its
Subsidiaries under nonexclusive software Licenses granted to end-user customers
by third parties in the ordinary course of business of such third parties'
businesses), such schedule indicating, as to each such License, whether Apro or
any of its Subsidiaries is the licensee or licensor.





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(b)              Except
as set forth in Section 3.14(b)(i) of the Disclosure Schedule, neither Apro nor
any of its Subsidiaries is under any obligation to pay any royalty or other
compensation to any third party or to obtain any approval or consent for the use
of any Intellectual Property used in or necessary for its business as currently
conducted or as currently proposed to be conducted.  None of the
Intellectual Property owned by Apro or by any of itsSubsidiaries, or to Apro's
knowledge, licensed to Apro or to any of its Subsidiaries, is subject to any
outstanding judgment, order, decree, stipulation, injunction or
charge.  Except as set forth in Section 3.14(b)(ii) of the Disclosure
Schedule, there is no complaint, action, suit, proceeding, hearing,
investigation or demand pending or, to Apro's knowledge, threatened, which
challenges the legality, validity, enforceability, or Apro's or any of its
Subsidiaries' use or ownership of any of the Intellectual Property owned by Apro
or any of its Subsidiaries or, to Apro's knowledge, licensed to Apro or to any
of its Subsidiaries.  Neither Apro nor any of its Subsidiaries has
agreed to indemnify any person for or against any interference, infringement,
misappropriation, or other conflict with respect to any Intellectual Property,
except as may be contained within agreements for the sale of Apro's products in
the ordinary course or the Licenses set forth in Section 3.14(a) of Apro
Disclosure Schedule.





(c)              No
material breach or material default (or event which with notice or lapse of time
or both would result in a material event of default) by Apro or any of its
Subsidiaries exists or has occurred under any License or other agreement
pursuant to which Apro or any of its Subsidiaries uses any Intellectual Property
owned by a third party or has granted any third party the right to use its
Intellectual Property, and the consummation of the transactions contemplated by
this Agreement will not violate or conflict with or constitute a material
default (or an event which, with notice or lapse of time or both, would
constitute a material default), result in a forfeiture under, or constitute a
basis for termination of any such License or other agreement.





(d)              Apro
and its Subsidiaries own or have the right to use all items of Intellectual
Property set forth in Section 3.14(a) of the Disclosure Schedule and own or have
the right to use all items of Intellectual Property necessary to provide,
produce, use, sell and License the services and products currently provided,
produced, used, sold and licensed by Apro and its Subsidiaries and to conduct
the business of Apro and its Subsidiaries as presently conducted, free and clear
of all Encumbrances, provided that Apro makes no warranty with respect to
infringement of intellectual property rights of third parties except as
expressly provided in Section 3.14(e) .





(e)              To
Apro's knowledge, except as set forth in Section 3.14(e) of the Disclosure
Schedule, the conduct of Apro's and its Subsidiaries' business, the Intellectual
Property owned or used by Apro and its Subsidiaries, and the products or
services produced, sold or licensed by or under development by Apro and its
Subsidiaries do not infringe any Intellectual Property rights or any other
proprietary right of any Person or give rise to any obligations to any Person as
a result of co-authorship, coinventorship, or an express or implied contract for
any use or transfer.  Except as set forth in Section 3.14(e) of the
Disclosure Schedule, Apro and its Subsidiaries have received no notice or have
any knowledge of any allegations or threats that Apro's and its Subsidiaries'
use of any of the Intellectual Property infringes upon or is in conflict with
any Intellectual Property or proprietary rights of any third party, and to
Apro's knowledge, no basis exists for any such allegations or
threats.





(f)              Except
as set forth on Section 3.14(f) of the Disclosure Schedule, neither Apro nor any
of its Subsidiaries has sent or otherwise communicated to any other person any
notice, charge, claim or assertion of any present, impending or threatened
infringement by any other Person of any Intellectual Property of Apro and its
Subsidiaries or any Intellectual Property that Apro has the right to
use.





(g)              None
of Apro's and its Subsidiaries' products or services incorporate, are based upon
or are derived or adapted from, any Intellectual Property of any other person in
violation of any statutory or other legal obligation or any agreement to which
Apro and its Subsidiaries is a party or by which it is bound.





(h)              All
of Apro's and its Subsidiaries' Patents, Trademarks and Copyrights that are
material to the conduct of the Business issued by, registered with or filed with
the United States Patent and Trademark Office or Register of Copyrights or the
corresponding offices of other countries have been so duly registered, filed in
or issued, as the case may be, have been properly maintained and renewed in all
material respects in accordance with all applicable provisions of law and
administrative regulations, and Apro and its Subsidiaries, as the case may be,
are the record owners thereof.  Apro and its Subsidiaries have taken
reasonable steps in accordance with normal industry practice to maintain the
confidentiality of its trade secrets and other confidential Intellectual
Property, and, to Apro's knowledge, there have been no acts or omissions by Apro
or its Subsidiaries, the result of which would be to compromise the rights of
Apro or its Subsidiaries to apply for or enforce appropriate legal protection of
such Intellectual Property.




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(i)              Except
as described in Section 3.14(i) of the Disclosure Schedule, substantially all of
Apro's and its Subsidiaries' employees and agents and independent contractors
retained by Apro or any of its Subsidiaries and each of Apro's and its
Subsidiaries' officers and directors has entered into a written agreement with
Apro or any of its Subsidiaries (x) providing that all of Apro's and its
Subsidiaries' Intellectual Property is confidential and proprietary to Apro or
any of its Subsidiaries, and (y) obligating to the fullest extent allowed by law
the disclosure and transfer to Apro or any of its Subsidiaries, in consideration
for no more than normal salary and continued employment or consultant fees, as
the case may be, of all inventions, developments and work product which during
the





(j)              Section
3.14(j) of the Disclosure Schedule identifies each person to whom Apro or any of
its Subsidiaries has sold or otherwise transferred any interest or rights to any
Intellectual Property (other than end user licenses for computer software and
related documentation transferred in the ordinary course of business) or
purchased rights in any Intellectual Property, and the date, if applicable, of
each such sale, transfer or purchase.





(k)              Apro
and each of its Subsidiaries have taken reasonable steps in accordance with
normal industry practice to preserve and maintain, reasonably complete notes and
records (including, without limitation, drawings, flow-charts and prototypes)
relating to its know-how, inventions, processes, procedures, drawings,
specifications, designs, plans, written proposals, technical data, works of
authorship and other proprietary technical information, sufficient to cause such
proprietary information to be readily identified, understood and
available.





SECTION 3.15.  Real
Property.  (a)  Apro owns no real property, nor has it ever
owned any real property except as disclosed in Section 3.15(a) of the Disclosure
Schedule.  Section 3.15(a) of the Disclosure Schedule sets forth a
list of all real property currently leased by Apro, the name of the lessor, the
date of the lease and each amendment thereto and, with respect to any current
lease, the aggregate annual rental and/or other fees payable under any such
lease.  To Apro's knowledge, all such current leases are in full force
and effect, are valid and effective in accordance with their respective terms,
and to Apro's knowledge, there is not, under any of such leases, any existing
default or event of default (or event which with notice or lapse of time, or
both, would constitute a default).





(b)              Apro
has good and valid title to, or, in the case of material leased properties and
assets, valid leasehold interests in, all of its material tangible properties
and assets, real, personal and mixed, used or held for use in its business, free
and clear of any Encumbrances, except as reflected in the Interim Financial
Statements or in Section 3.15(b) of the Disclosure Schedule and except for
Permitted Encumbrances.





SECTION 3.16.   Labor
Matters.   There are no disputes pending or, to the knowledge of
Apro or any of its subsidiaries, threatened, between Apro or any of its
subsidiaries and any of their respective employees, which disputes have or may
have a Material Adverse Effect; neither Apro nor any of its subsidiaries is a
party to a collective bargaining agreement or other labor contract applicable to
persons employed by Apro or its subsidiaries nor does Apro know of any
activities or proceedings of any labor union to organize any such employees; and
neither Apro nor any of its subsidiaries has any knowledge of any strikes,
slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to
any employees of Apro or any of its subsidiaries.





SECTION 3.17.  Key
Employees.  Section 3.17 of the Disclosure Schedule lists the name,
place of employment, the current annual salary rates, bonuses, deferred or
contingent compensation, pension, accrued vacation, "golden parachute" and other
like benefits paid or payable (in cash or otherwise) in 2007, the date of
employment and a description of position and job function of each current
salaried employee, officer, director, consultant or agent of Apro or any
Subsidiary whose annual compensation exceeded (or, in 2007, is expected to
exceed) $100,000.





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SECTION
3.18.  Taxes.  (a) Except as disclosed in Section 3.18 of
the Disclosure Schedule,  (i) all returns and reports in respect of
material Taxes required to be filed with respect to Apro and each Subsidiary
(including the consolidated federal income tax return of Apro and any state Tax
returns that includes Apro or any Subsidiary on a consolidated or combined
basis) have been timely filed or are under a valid extension of time to file;
(ii) all Taxes required to be shown on such returns and reports or otherwise due
have been timely paid or adequate reserves for their payment have been made;
(iii) no adjustment relating to such returns has been proposed formally or
informally by any Tax authority to Apro or any Subsidiary or representative
thereof and, to the knowledge of Apro, no basis exists for any such adjustment;
(iv) there are no pending or, to the knowledge of Apro, threatened actions or
proceedings for the assessment or collection of a material amount of Taxes
against Apro or any Subsidiary or any corporation that was included in the
filing of a return with Apro on a consolidated or combined basis; (v) there are
no Tax liens on any assets of Apro or any Subsidiary other than liens for Taxes
not yet due and payable; (vi) other than as








SECTION
3.19.  Insurance.  Section 3.19 of the Disclosure Schedule
lists all insurance policies and fidelity bonds covering the assets, business,
equipment, properties, operations, employees, officers and directors of
Apro.  There is no material claim by Apro pending under any of such
policies or bonds as to which coverage has been questioned, denied or disputed
by the underwriters of such policies and bonds.  All premiums due and
payable under all such policies and bonds have been paid and Apro is otherwise
in material compliance with the terms of such policies and bonds (or other
policies and bonds providing substantially similar insurance
coverage).  Apro has no knowledge of any threatened termination of, or
material premium increase with respect to, any of such policies.





SECTION 3.20.  Approval
Requirements.  The only actions by the shareholders of Apro necessary
to approve this Agreement and the transactions contemplated by this Agreement
are the approval of a majority of the outstanding shares of Apro Common
Stock.





ARTICLE
IV                 
REPRESENTATIONS AND WARRANTIES OF THE COMPANY





As an inducement to Apro to enter
into this Agreement, The Company and any Subsidiary hereby, jointly and
severally, represent and warrant to Apro as follows:





SECTION 4.01.  Organization
and Authority.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Colorado and has
all necessary corporate power and authority to own, operate or lease the
properties and assets now owned, operated or leased by it and to carry on the
Business as it has been and is currently conducted.  Except as set
forth in Section 4.01 of the Disclosure Schedule, The Company is duly licensed
or qualified to do business and is in good standing in each jurisdiction in
which the failure to be licensed or qualified would have a Material Adverse
Effect.  The Company has not taken any action that in any respect
conflicts with, constitutes a default under or results in a violation of any
provision of its Articles of Incorporation or Bylaws.  True and
correct copies of the Articles of Incorporation and Bylaws of the Company, each
as in effect on the date hereof, have been made available or delivered by the
Company to Apro.  This Agreement has been duly executed and delivered
by the Company, and (assuming due authorization, execution and delivery by the
Company and Apro) this Agreement constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms except as such enforceability may be limited by principles of public
policy and subject to the laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.





SECTION 4.02.  Capital
Stock oft he Company; Ownership of the Shares.  (a)  The
authorized capital stock of the Company consists of
200,000,000  shares of Common Stock, par value $0.001.  As
of the date hereof,  (i) 6,203,900  shares of the Company’s
Common Stock are issued and outstanding, all of which are validly issued, fully
paid and non-assessable, and (ii) 130,000 shares of the Company’s Common Stock
are reserved for issuance pursuant to warrants to purchase shares of the
Company’s Common Stock which are currently outstanding.  None of the
issued and outstanding shares of the Company’s Common Stock was issued in
violation of any preemptive rights.  Except as set forth above or as
disclosed in Section 4.02(a)(i) of the Disclosure Schedule, there are no
options, warrants, convertible securities or other rights, agreements,
arrangements or commitments of any character relating to the capital stock of
the Company to which the Company is a party or obligating the Company to issue
or sell any shares of capital stock of, or any other interest in, the
Company.  There are no outstanding contractual obligations of the
Company to repurchase, redeem or otherwise acquire any shares of the Company’s
Common Stock or to provide funds to, or make any investment (in the form of a
loan, capital contribution or otherwise) in, any other Person.  Except
as disclosed in Section 4.02(a)(ii) of the Disclosure Schedule, there are no
voting trusts, stockholder agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of any of the
Company’s Common Stock.





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(b)              Except
as set forth in Section 4.02(b) of the Disclosure Schedule, the stock register
of the Company accurately records:  (i) the name and last known
address of each owner of record of shares of capital stock of the Company and
(ii) the certificate number of each certificate evidencing shares of capital
stock issued by the Company, the number of shares evidenced by each such
certificate, the date of issuance thereof and, in the case of cancellation, the
date of cancellation.





SECTION
4.03.  Subsidiaries.  (a)  Section 4.03(a) of the
Disclosure Schedule sets forth a true and complete list of all Subsidiaries,
listing for each Subsidiary its name, type of entity, the jurisdiction and date
of its incorporation or organization, its authorized capital stock, partnership
capital or equivalent, the number and type of its issued and outstanding shares
of capital stock, partnership interests or similar ownership interests and the
current ownership of such shares, partnership interests or similar ownership
interests by the Company and its Subsidiaries.





(b)              There
are no other corporations, partnerships, joint ventures, associations or other
similar entities in which the Company owns, of record or beneficially, any
direct or indirect equity or other interest or any right (contingent or
otherwise) to acquire the same.





(c)              Except
as set forth in Section 4.03(c) of the Disclosure Schedule, each Subsidiary that
is a corporation:  (i) is a corporation duly organized and validly
existing under the laws of its jurisdiction of incorporation, (ii) has all
necessary corporate power and authority to own, operate or lease the properties
and assets owned, operated or leased by such Subsidiary and to carry on its
business as it has been and is currently conducted by such Subsidiary and (iii)
is duly licensed or qualified to do business and is in good standing in each
jurisdiction in which the properties owned or leased by it or the operation of
its business makes such licensing or qualification necessary, except for, in
each of clauses (i), (ii) and (iii), such failures which, when taken together
with all other such failures, would not have a Material Adverse
Effect.  Each Subsidiary that is not a corporation:  (i) is
duly organized and validly existing under the laws of its jurisdiction of
organization, (ii) has all necessary power and authority to own, operate or
lease the material properties and material assets owned, operated or leased by
such Subsidiary and to carry on its business as it has been and is currently
conducted by such Subsidiary and (iii) is duly licensed or qualified to do
business and is in good standing in each jurisdiction in which the properties
owned or leased by it or the operation of its business makes such licensing or
qualification necessary, except for, in each of clauses (i), (ii) and (iii),
such failures which, when taken together with all other such failures, would not
have a Material Adverse Effect.





(d)              Other
than directors' qualifying shares in foreign jurisdictions, all the outstanding
shares of capital stock of each Subsidiary that is a corporation are validly
issued, fully paid, non-assessable and free of preemptive rights and are owned
by the Company, whether directly or indirectly, free and clear of all
Encumbrances.





(e)              There
are no options, warrants, convertible securities, or other rights, agreements,
arrangements or commitments of any character to which the Company or any
Subsidiary is a party obligating the Company or any Subsidiary to issue or sell
any shares of capital stock of, or any other interest in, any
Subsidiary.





(f)              No
Subsidiary has taken any action that in any respect conflicts with, constitutes
a default under or results in a violation of any provision of its charter or
by-laws (or similar organizational documents) except for such actions which,
when taken together with all other such actions, would not have a Material
Adverse Effect.  True and complete copies of the charter and by-laws
(or similar organizational documents), in each case as in effect on the date
hereof, of each Subsidiary have been made available or delivered by the Company
to the Company.





(g)              There
are no voting trusts, stockholder agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of any shares of
capital stock of or any other interests in any Subsidiary.





(h)              The
stock register of each Subsidiary that is a corporation accurately
records:  (i) the record owners of capital stock of such Subsidiary
and (ii) the certificate number of each certificate evidencing shares of capital
stock issued by such Subsidiary, the number of shares evidenced each such
certificate, the date of issuance thereof and, in the case of cancellation, the
date of cancellation.





SECTION 4.04.  Corporate
Books and Records.  Complete and accurate copies of all the minute
books and of the stock register of the Company and each Subsidiary have been
provided or made available by the Company to the Company.





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SECTION 4.05.  No
Conflict.  Assuming compliance with the notification requirements of
the HSR Act and the making and obtaining of all filings, notifications,
consents, approvals, authorizations and other actions referred to in Section
4.06, except as may result from any facts or circumstances relating solely to
Apro, the execution, delivery and performance of this Agreement by the Company
do not and will not (a) violate, conflict with or result in the breach of any
provision of the Articles of Incorporation or Bylaws of either, (b) conflict
with or violate any Law or Governmental Order applicable to either or (c)
conflict with, or result in any breach of, constitute a default (or event which
with the giving of notice or lapse or time, or both, would become a default)
under, require any consent under, or give to others any rights of termination,
amendment, acceleration, suspension, revocation, or cancellation of, or result
in the creation of any Encumbrance on any of the assets or properties of the
Company pursuant to, any note, bond, mortgage or indenture, contract, agreement,
lease, sublease, license, permit, franchise or other instrument or arrangement
to which the Company is a party or by which any of such assets or properties are
bound or affected which would have a material adverse effect on the business,
operations, assets, results of operations or the condition (financial or
otherwise) of the Company or the ability of the Company to consummate the
transactions contemplated by this Agreement.





SECTION 4.06.  Governmental
Consents and Approvals.  The execution, delivery and performance of
this Agreement by the Company do not and the Company will not require any
consent, approval, authorization or other order of, action by, filing with, or
notification to, any Governmental Authority, except (a) as described in a
writing given to Apro by the Company on the date of this Agreement and (b) the
notification requirements of the HSR Act and for applicable requirements, if
any, of the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, state securities laws, and the filing of appropriate merger
documents under Colorado law.





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





SECTION 4.08.  Financial
Information/Books and Records.  (a) True and complete copies of (i)
the audited consolidated balance sheet of the Company for March 31, 2007 and the
related audited consolidated statements of income, retained earnings,
stockholders' equity and cash flows of the Company, together with all related
notes and schedules thereto, accompanied by the reports thereon of the Company's
Accountants (collectively referred to herein as the "Company Financial
Statements") and (ii) the unaudited consolidated balance sheet of the Company as
of December 31, 2007 (the "Company Interim Balance Sheet"), and the related
consolidated statements of income, retained earnings, stockholders' equity and
cash flows of the Company, together with all related notes and schedules thereto
(collectively referred to herein as the "Company Interim Financial Statement")
have been made available or delivered by the Company to Apro.  The
Company Financial Statements and the Company Interim Financial Statement (i)
were prepared in accordance with the books of account and other financial
records of the Company, (ii) present fairly the consolidated financial condition
and results of operations of the Company and the Subsidiaries as of the dates
thereof or for the periods covered thereby, (iii) have been prepared in
accordance with U.S. GAAP applied on a basis consistent with the past practices
of the Company and (iv) include all material adjustments (consisting only of
normal recurring accruals) that are necessary for a fair presentation of the
consolidated financial condition of the Company and the Subsidiaries and the
results of the operations of the Company and the Subsidiaries as of the dates
thereof or for the periods covered thereby, except that the unaudited Company
Interim Financial Statement was and is subject to normal and recurring year-end
adjustments which were or were not expected to be material in
amount.





(b)              The
books of account and other financial records of the Company and the
Subsidiaries:  (i) reflect all items of income and expense and all
assets and Liabilities required to be reflected therein in accordance with U.S.
GAAP applied on a basis consistent with the past practices of the Company and
the Subsidiaries, respectively, (ii) are in all material respects complete and
correct, and do not contain or reflect any material inaccuracies or
discrepancies and (iii) have been maintained in accordance with good business
and accounting practices.





SECTION 4.09.  No
Undisclosed Liabilities.  There are no Liabilities of the Company or
any Subsidiary required by U.S. GAAP to be recognized or disclosed on a
consolidated balance sheet of the Company and the Subsidiaries in the notes
thereto, other than Liabilities (i) reflected or reserved against on the Interim
Balance Sheet, (ii) disclosed in Section 4.06 of the Disclosure Schedule or
(iii) incurred since the date of the Interim Balance Sheet in the ordinary
course of business, consistent with the past practice, of the Company and the
Subsidiaries and which do not and could not reasonably be expected to have a
Material Adverse Effect.  Reserves are reflected on the Interim
Balance Sheet against all material Liabilities of the Company and the
Subsidiaries in amounts that have been established on a basis consistent with
the past practices of the Company and the Subsidiaries and in accordance with
U.S. GAAP.





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SECTION 4.10.  Conduct in
the Ordinary Course; Absence of Certain Changes, Events and
Conditions.  Since the date of the Interim Balance Sheet, except as
disclosed in Section 4.10 of the Disclosure Schedule, the business of the
Company and the Subsidiaries has been conducted in the ordinary course and
consistent with past practice.  As amplification and not limitation of
the foregoing, except as disclosed in Section 4.10 of the Disclosure Schedule,
since the date of the Interim Balance Sheet, neither the Company nor any
Subsidiary has:





(i)  permitted or allowed
any of the material assets or material properties (whether tangible or
intangible) of the Company or any Subsidiary to be subjected to any Encumbrance,
other than Permitted Encumbrances and Encumbrances that will be released at or
prior to the Effective Time;





(ii)  except in the
ordinary course of business consistent with past practice, discharged or
otherwise obtained the release of any Encumbrance or paid or otherwise
discharged any Liability, other than current liabilities reflected on the
Interim Balance Sheet and current liabilities incurred in the ordinary course of
business consistent with past practice since the date of the Interim Balance
Sheet;





(iii) except in the ordinary course
of business consistent with past practice, made any loan to, guaranteed any
Indebtedness of or otherwise incurred any Indebtedness on behalf of any
Person;





(iv) redeemed any of the capital
stock or declared, made or paid any dividends or distributions (whether in cash,
securities or other property) to the holders of capital stock of the Company or
any Subsidiary or otherwise, other than dividends, distributions and redemptions
declared, made or paid by any Subsidiary solely to the Company;





(v)  made any material
changes in the customary methods of operations of the Company or any Subsidiary,
including, without limitation, practices and policies relating to manufacturing,
purchasing, inventories, marketing, selling and pricing;





(vi) merged with, entered into a
consolidation with or acquired an interest of 5% or more in any Person or
acquired a substantial portion of the assets or business of any Person or any
division or line of business thereof, or otherwise acquired any assets material
to the Company and the Subsidiaries taken as a whole, other than in the ordinary
course of business consistent with past practice;





(vii) made any capital expenditure or
commitment for any capital expenditure in excess of $10,000 individually or
$3,000,000 in the aggregate;





(viii) sold, transferred, leased,
subleased, licensed or otherwise disposed of any material properties or material
assets, real, personal or mixed material to the Company and the Subsidiaries
taken as a whole but excluding the sale of inventories in the ordinary course of
business consistent with past practice;





(ix) except for exercises and
conversions of securities outstanding on the date of this Agreement and
customary stock option grants (covering no greater than 300,000 shares of the
Company Common Stock) for new hires and existing employees consistent with past
practice, issued or sold any capital stock, notes, bonds or other securities, or
any option, warrant or other right to acquire the same, of, or any other
interest in, the Company or any Subsidiary;





(x)  entered into any
material agreement, arrangement or transaction with any of its directors,
officers, employees or shareholders (or with any relative, beneficiary, spouse
or Affiliate of such Person);





(xi) (A) other than as contemplated
by this Agreement, granted any material increase, or announced any material
increase, in the wages, salaries, compensation, bonuses, incentives, pension or
other benefits payable by the Company or any Subsidiary to any of its employees,
including, without limitation, any increase or change pursuant to any Plan or
(B) established or increased or promised to increase any benefits under any
Plan, in either case except as required by Law or any existing agreement and/or
involving ordinary increases consistent with the past practices of the Company
or such Subsidiary;





(xii) materially written down or
materially written up (or failed to write down or write up in accordance with
U.S. GAAP consistent with past practice) the value of any inventories or
Receivables or revalued any assets of the Company or any Subsidiary other than
in the ordinary course of business consistent with past practice and in
accordance with U.S. GAAP;





(xiii) amended, terminated, cancelled
or compromised any material claims of the Company or any Subsidiary or waived
any other rights of substantial value to the Company or any
Subsidiary;





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(xiv) made any change in any method
of accounting or accounting practice or policy used by the Company or any
Subsidiary, other than such changes required by U.S. GAAP;





(xv) allowed any Permit or
Environmental Permit that was issued or relates to the Company or any Subsidiary
or otherwise relates to any asset to lapse or terminate or failed to renew any
such Permit or Environmental Permit or any insurance policy that is scheduled to
terminate or expire within 45 calendar days of the Effective Time, except for
such lapses, terminations or failures which could not reasonably be expected to
have a Material Adverse Effect;





(xvi) materially amended, modified or
consented to the termination of, any Material Contract or the Company's or any
Subsidiary's rights thereunder;





(xvii) amended or restated the
Articles of Incorporation or the Bylaws (or other organizational documents) of
the Company or any Subsidiary;





(xviii) terminated, discontinued,
closed or disposed of any plant, facility or other business operation, or laid
off any employees (other than layoffs of less than ten (10) employees in any
six-month period in the ordinary course of business consistent with past
practice) or implemented any early retirement, separation or program providing
early retirement window benefits within the meaning of Section 1.401(a)-4 of the
Regulations or announced or planned any such action or program for the
future;





(xix) made any express or deemed
election (other than an election pursuant to Section 341(f) of the Code) or
settled or compromised any liability, with respect to Taxes of the Company or
any Subsidiary;





(xx) suffered any casualty loss or
damage with respect to any asset which individually has a replacement cost of
more than $100,000, whether or not such loss or damage shall have been covered
by insurance;





(xxi) received notice of any claim of
ownership by a third party of the Owned Intellectual Property or of infringement
by the Company of any third party's Intellectual Property rights;





(xxii) materially changed the pricing
or royalties set or charged by the Company to its customers or licensees or been
the subject of a material change in pricing or royalties set or charged with
regard to the Licensed Intellectual Property; or





(xxiii) agreed, whether in writing or
otherwise, to take any of the actions specified in this Section 3.10 except as
is expressly contemplated by this Agreement.





SECTION
4.11.  Litigation.  Except as disclosed in Section 4.11 of
the Disclosure Schedule, there is no suit, action or proceeding pending or, to
the knowledge of Company, threatened against or affecting Company or any of its
subsidiaries (and Company is not aware of any basis for any such suit, action or
proceeding) that, individually or in the aggregate, could reasonably be expected
to (i) have a material adverse effect on Company and its subsidiaries taken as a
whole, (ii) impair the ability of Company to perform its obligations under this
Agreement or (iii) prevent the consummation of any of the transactions
contemplated by this Agreement, nor is there any judgment, decree, injunction,
rule or order of any Governmental Entity or arbitrator outstanding against
Company or any of its subsidiaries having, or which, insofar as reasonably can
be foreseen, in the future would have, any such effect.





SECTION 4.12.  Certain
Interests.  (a) Except as disclosed in Section 4.12(a) of the
Disclosure Schedule, no officer or director of the Company or any Subsidiary and
no relative or spouse (or relative of such spouse) who resides with, any such
officer or director:





(i)  has any material
direct or indirect financial interest in any competitor, supplier or customer of
the Company or any Subsidiary, provided, however, that the ownership of debt
securities or the ownership of equity securities representing no more than ten
percent of the outstanding voting power of any competitor, supplier or customer,
shall not be deemed to be a "financial interest" so long as the Person owning
such securities has no other material connection or relationship with such
competitor, supplier or customer;





(ii) owns, directly or indirectly, in
whole or in part, or has any other material interest in any material tangible or
intangible property which the Company or any Subsidiary uses or has used in the
conduct of its business or otherwise; or




(iii) has outstanding any material
Indebtedness to the Company or any Subsidiary.





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(b)              Except
as disclosed in Section 4.12(b) of the Disclosure Schedule, neither the Company
nor any Subsidiary has any material Liability or any other obligation of any
nature whatsoever to any officer, director or shareholder of the Company or any
Subsidiary or to any relative or spouse (or relative of such spouse) who resides
with, or is a dependent of, any such officer, director or
shareholder.





SECTION 4.13.  Material
Contracts.  (a)  Section 4.13(a) of the Disclosure Schedule
lists each of the following material contracts and material agreements
(including, without limitation, oral and informal arrangements) of the Company
and the Subsidiaries (such contracts and agreements, together with all material
contracts, agreements, leases and subleases concerning the management or
operation of any Real Property (including, without limitation, material
brokerage contracts) listed or otherwise disclosed in Section 4.15(a) or 4.15(b)
of the Disclosure Schedule to which the Company or any Subsidiary is a party and
all material agreements relating to Intellectual Property set forth in Section
4.14(a) of the Disclosure Schedule, being "Material Contracts"):





(i)  each contract or
agreement for the licensing of any medical technology, either from or to the
Company;





(ii) each contract and agreement for
the development or sale of any medical technology or for the furnishing of
services by the Company or any Subsidiary;





(iii) all material broker,
distributor, dealer, manufacturer's representative, franchise, agency, sales
promotion, market research, marketing consulting and advertising contracts and
agreements to which the Company or any Subsidiary is a party;





(iv) all management contracts and
contracts with independent contractors or consultants (or similar arrangements)
to which the Company or any Subsidiary is a party and which are not cancelable
without penalty or further payment and without more than 30 days'
notice;





(v)  all contracts and
agreements relating to Indebtedness in excess of $20,000 of the Company or any
Subsidiary;





(vi) all contracts and agreements
with any Governmental Authority to which the Company or any Subsidiary is a
party;





(vii) all contracts and agreements to
which the Company or any Subsidiary is a party that limit or purport to limit
the ability of the Company or any Subsidiary to compete in any line of business
or with any Person or in any geographic area or during any period of
time;





(viii) all contracts and agreements
between or among the Company and any Affiliate of the Company that will survive
(in whole or in part) the Effective Time;





(ix) all contracts and agreements
providing for benefits under any Plan;





(x)  any distribution,
joint marketing or development agreement;





(xi) all contracts and agreements
under which the Company has obtained or will obtain Intellectual Property that
is a component of any of the Company's products or services or that is necessary
to develop, test, support, modify, maintain, reproduce, distribute, license or
sell the Company’s products or provide the Company's services;





(xii) all contracts and agreements
that in any way substantially limit or restrict or would substantially limit and
restrict the Company's or, immediately after the Effective Time, the
Company’s  or its subsidiaries' ability to use, modify, display,
reproduce, distribute, license or sell the Company’s products or provide the
Company's services; and





(xiii) all other contracts and
agreements whether or not made in the ordinary course of business, which are
material to the Company, any Subsidiary or the conduct of the Business or the
absence of which would have a Material Adverse Effect.





For purposes of this Section 4.13 and
Sections 4.14 and 4.15, the term "lease" shall include any and all leases,
subleases, sale/leaseback agreements or similar arrangements.





(b)              Except
as disclosed in Section 4.13(b) of the Disclosure Schedule, each Material
Contract:  (i) is valid and binding on the Company any Subsidiary
which is a party thereto and, to the knowledge of the Company, the other parties
thereto and is in full force and effect and (ii) upon consummation of the
transactions contemplated by this Agreement, except to the extent that any
consents set forth in Section 4.06 of the Disclosure Schedule are not obtained,
shall be in full force and effect without material penalty or other material
adverse consequence.  Neither the Company nor any Subsidiary is in
material breach of, or default under, any Material Contract.





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(c)              Except
as disclosed in Section 4.13(c) of the Disclosure Schedule, to the Company’s
knowledge, no other party to any Material Contract is in material breach thereof
or default hereunder.





(d)              Except
as disclosed in Section 4.13(d) of the Disclosure Schedule, there is no
contract, agreement or other arrangement granting any Person any preferential
right to purchase, other than in the ordinary course of business consistent with
past practice, any of the properties or assets of the Company or any Subsidiary
which are material to the Company and its Subsidiaries.





SECTION 4.14.  Intellectual
Property.  (a)  Section 4.14(a) of the Disclosure Schedule
contains an accurate and complete listing setting forth (x) all registered
Trademarks, Patents, Copyrights and registered Mask Works (as each such term is
hereinafter defined) which are owned by the Company or any of its Subsidiaries
and (y) all Licenses to which the Company or any of its Subsidiaries is a party
(other than shrink-wrap software and databases licensed to the Company or to any
of its Subsidiaries under nonexclusive software Licenses granted to end-user
customers by third parties in the ordinary course of business of such third
parties' businesses), such schedule indicating, as to each such License, whether
the Company or any of its Subsidiaries is the licensee or licensor.





(b)              Except
as set forth in Section 4.14(b)(i) of the Disclosure Schedule, neither the
Company nor any of its Subsidiaries is under any obligation to pay any royalty
or other compensation to any third party or to obtain any approval or consent
for the use of any Intellectual Property used in or necessary for its business
as currently conducted or as currently proposed to be conducted.  None
of the Intellectual Property owned by the Company or by any of its Subsidiaries,
or to the Company's knowledge, licensed to the Company or to any of its
Subsidiaries, is subject to any outstanding judgment, order, decree,
stipulation, injunction or charge.  Except as set forth in Section
4.14(b)(ii) of the Disclosure Schedule, there is no complaint, action, suit,
proceeding, hearing, investigation or demand pending or, to the Company's
knowledge, threatened, which challenges the legality, validity, enforceability,
or the Company's or any of its Subsidiaries' use or ownership of any of the
Intellectual Property owned by the Company or any of its Subsidiaries or, to the
Company's knowledge, licensed to the Company or to any of its
Subsidiaries.  Neither the Company nor any of its Subsidiaries has
agreed to indemnify any person for or against any interference, infringement,
misappropriation, or other conflict with respect to any Intellectual Property,
except as may be contained within agreements for the sale of the Company's
products in the ordinary course or the Licenses set forth in Section 4.14(a) of
the Company Disclosure Schedule.





(c)              No
material breach or material default (or event which with notice or lapse of time
or both would result in a material event of default) by the Company or any of
its Subsidiaries exists or has occurred under any License or other agreement
pursuant to which the Company or any of its Subsidiaries uses any Intellectual
Property owned by a third party or has granted any third party the right to use
its Intellectual Property, and the consummation of the transactions contemplated
by this Agreement will not violate or conflict with or constitute a material
default (or an event which, with notice or lapse of time or both, would
constitute a material default), result in a forfeiture under, or constitute a
basis for termination of any such License or other agreement.





(d)              the
Company and its Subsidiaries own or have the right to use all items of
Intellectual Property set forth in Section 4.14(a) of the Disclosure Schedule
and own or have the right to use all items of Intellectual Property necessary to
provide, produce, use, sell and License the services and products currently
provided, produced, used, sold and licensed by the Company and its Subsidiaries
and to conduct the business of the Company and its Subsidiaries as presently
conducted, free and clear of all Encumbrances, provided that the Company makes
no warranty with respect to infringement of intellectual property rights of
third parties except as expressly provided in Section 4.14(e) .





(e)              To
the Company's knowledge, except as set forth in Section 4.14(e) of the
Disclosure Schedule, the conduct of the Company's and its Subsidiaries'
business, the Intellectual Property owned or used by the Company and its
Subsidiaries, and the products or services produced, sold or licensed by or
under development by the Company and its Subsidiaries do not infringe any
Intellectual Property rights or any other proprietary right of any Person or
give rise to any obligations to any Person as a result of co-authorship,
coinventorship, or an express or implied contract for any use or
transfer.  Except as set forth in Section 4.14(e) of the Disclosure
Schedule, the Company and its Subsidiaries have received no notice or have any
knowledge of any allegations or threats that the Company's and its Subsidiaries'
use of any of the Intellectual Property infringes upon or is in conflict with
any Intellectual Property or proprietary rights of any third party, and to the
Company's knowledge, no basis exists for any such allegations or
threats.





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(f)              Except
as set forth on Section 4.14(f) of the Disclosure Schedule, neither the Company
nor any of its Subsidiaries has sent or otherwise communicated to any other
person any notice, charge, claim or assertion of any present, impending or
threatened infringement by any other Person of any Intellectual Property of the
Company and its Subsidiaries or any Intellectual Property that the Company has
the right to use.





(g)              None
of the Company's and its Subsidiaries' products or services incorporate, are
based upon or are derived or adapted from, any Intellectual Property of any
other person in violation of any statutory or other legal obligation or any
agreement to which the Company and its Subsidiaries is a party or by which it is
bound.





(h)              All
of the Company's and its Subsidiaries' Patents, Trademarks and Copyrights that
are material to the conduct of the Business issued by, registered with or filed
with the United States Patent and Trademark Office or Register of Copyrights or
the corresponding offices of other countries have been so duly registered, filed
in or issued, as the case may be, have been properly maintained and renewed in
all material respects in accordance with all applicable provisions of law and
administrative regulations, and the Company and its Subsidiaries, as the case
may be, are the record owners thereof.  the Company and its
Subsidiaries have taken reasonable steps in accordance with normal industry
practice to maintain the confidentiality of its trade secrets and other
confidential Intellectual Property, and, to the Company's knowledge, there have
been no acts or omissions by the Company or its Subsidiaries, the result of
which would be to compromise the rights of the Company or its Subsidiaries to
apply for or enforce appropriate legal protection of such Intellectual
Property.





(i)              Except
as described in Section 4.14(i) of the Disclosure Schedule, substantially all of
the Company's and its Subsidiaries' employees and agents and independent
contractors retained by the Company or any of its Subsidiaries and each of the
Company's and its Subsidiaries' officers and directors has entered into a
written agreement with the Company or any of its Subsidiaries (x) providing that
all of the Company's and its Subsidiaries' Intellectual Property is confidential
and proprietary to the Company or any of its Subsidiaries, and (y) obligating to
the fullest extent allowed by law the disclosure and transfer to the Company or
any of its Subsidiaries, in consideration for no more than normal salary and
continued employment or consultant fees, as the case may be, of all inventions,
developments and work product which during the period of his or her employment
or consultancy with the Company or any of its Subsidiaries, as the case may be,
such employee, officer, director or independent contractor made or makes that
related or relate to any subject matter with which such employee's, officer's,
director's or independent contractor's work for the Company or any of its
Subsidiaries was concerned, or, in the case of employees, officers, agents and
directors, are made during such person's period of employment (or contractual
relationship) or in connection therewith.  No former employees,
officers, directors or independent contractors of the Company or any of its
Subsidiaries have asserted any claim, or, to the Company's knowledge, have any,
valid claim or valid right to any of the Company's or any of its Subsidiaries'
Intellectual Property used in or necessary for the conduct of the Company's or
its Subsidiaries' business as now conducted.  To the Company's
knowledge, no employee, officer, agent or director of the Company or any of its
Subsidiaries is a party to or otherwise bound by any agreement with or obligated
to any other Person (including, any former employer) which conflicts with any
obligation or commitment of such employee to the Company or any of its
Subsidiaries under any agreement to which he or she is a party or
otherwise.





(j)              Section
4.14(j) of the Disclosure Schedule identifies each person to whom the Company or
any of its Subsidiaries has sold or otherwise transferred any interest or rights
to any Intellectual Property (other than end user licenses for computer software
and related documentation transferred in the ordinary course of business) or
purchased rights in any Intellectual Property, and the date, if applicable, of
each such sale, transfer or purchase.





(k)              the
Company and each of its Subsidiaries have taken reasonable steps in accordance
with normal industry practice to preserve and maintain, reasonably complete
notes and records (including, without limitation, drawings, flow-charts and
prototypes) relating to its know-how, inventions, processes, procedures,
drawings, specifications, designs, plans, written proposals, technical data,
works of authorship and other proprietary technical information, sufficient to
cause such proprietary information to be readily identified, understood and
available.





SECTION 4.15.  Real
Property.  (a)  the Company owns no real property, nor has
it ever owned any real property except as disclosed in Section 4.15(a) of the
Disclosure Schedule.  Section 4.15(a) of the Disclosure Schedule sets
forth a list of all real property currently leased by the Company, the name of
the lessor, the date of the lease and each amendment thereto and, with respect
to any current lease, the aggregate annual rental and/or other fees payable
under any such lease.  To the Company's knowledge, all such current
leases are in full force and effect, are valid and effective in accordance with
their respective terms, and to the Company's knowledge, there is not, under any
of such leases, any existing default or event of default (or event which with
notice or lapse of time, or both, would constitute a default).





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(b)              the
Company has good and valid title to, or, in the case of material leased
properties and assets, valid leasehold interests in, all of its material
tangible properties and assets, real, personal and mixed, used or held for use
in its business, free and clear of any Encumbrances, except as reflected in the
Interim Financial Statements or in Section 4.15(b) of the Disclosure Schedule
and except for Permitted Encumbrances.





SECTION 4.16.   Labor
Matters.   There are no disputes pending or, to the knowledge of
the Company or any of its subsidiaries, threatened, between the Company or any
of its subsidiaries and any of their respective employees, which disputes have
or may have a Material Adverse Effect; neither the Company nor any of its
subsidiaries is a party to a collective bargaining agreement or other labor
contract applicable to persons employed by the Company or its subsidiaries nor
does the Company know of any activities or proceedings of any labor union to
organize any such employees; and neither the Company nor any of its subsidiaries
has any knowledge of any strikes, slowdowns, work stoppages, lockouts, or
threats thereof, by or with respect to any employees of the Company or any of
its subsidiaries.





SECTION 4.17.  Key
Employees.  Section 4.17 of the Disclosure Schedule lists the name,
place of employment, the current annual salary rates, bonuses, deferred or
contingent compensation, pension, accrued vacation, "golden parachute" and other
like benefits paid or payable (in cash or otherwise) in 2007, the date of
employment and a description of position and job function of each current
salaried employee, officer, director, consultant or agent of the Company or any
Subsidiary whose annual compensation exceeded (or, in 2007, is expected to
exceed) $100,000.





SECTION
4.18.  Taxes.  (a) Except as disclosed in Section 4.18 of
the Disclosure Schedule,  (i) all returns and reports in respect of
material Taxes required to be filed with respect to the Company and each
Subsidiary (including the consolidated federal income tax return of the Company
and any state Tax returns that includes the Company or any Subsidiary on a
consolidated or combined basis) have been timely filed or are under a valid
extension of time to file; (ii) all Taxes required to be shown on such returns
and reports or otherwise due have been timely paid or adequate reserves for
their payment have been made; (iii) no adjustment relating to such returns has
been proposed formally or informally by any Tax authority to the Company or any
Subsidiary or representative thereof and, to the knowledge of the Company, no
basis exists for any such adjustment; (iv) there are no pending or, to the
knowledge of the Company, threatened actions or proceedings for the assessment
or collection of a material amount of Taxes against the Company or any
Subsidiary or any corporation that was included in the filing of a return with
the Company on a consolidated or combined basis; (v) there are no Tax liens on
any assets of the Company or any Subsidiary other than liens for Taxes not yet
due and payable; (vi) other than as set forth in Section 4.18(a) of the
Disclosure Schedule and other than as provided in Section 6.02, neither the
Company nor any Subsidiary nor, to the knowledge of the Company, any Affiliate
of the Company, is a party to any agreement or arrangement that would result,
separately or in the aggregate, in the payment of any "excess parachute
payments" within the meaning of Section 280G of the Code (disregarding Section
280G(b)(4) of the Code); (vii) other than as provided in Section 6.02, no
acceleration of the vesting schedule for any property that is substantially
unvested within the meaning of the regulations under Section 83 of the Code will
occur in connection with the transactions contemplated by this Agreement; (viii)
from and after June 9, 2005, the Company and each Subsidiary has been and
continues to be a member of the affiliated group (within the meaning of Section
1504(a)(1) of the Code) for which the Company files a consolidated return as the
common parent, and has not been includible in any other consolidated return for
any taxable period for which the statute of limitations has not expired; (ix)
neither the Company nor any Subsidiary has been at any time a member of any
partnership or joint venture or the holder of a beneficial interest in any trust
for any period for which the statute of limitations for any Tax has not expired;
(x) neither the Company nor any Subsidiary has been a United States real
property holding corporation within the meaning of Section 897(c)(2) of the Code
during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code;
and (xi) neither the Company nor any Subsidiary is subject to any accumulated
earnings tax or personal holding company tax.





SECTION
4.19.  Insurance.  Section 4.19 of the Disclosure Schedule
lists all insurance policies and fidelity bonds covering the assets, business,
equipment, properties, operations, employees, officers and directors of the
Company.  There is no material claim by the Company pending under any
of such policies or bonds as to which coverage has been questioned, denied or
disputed by the underwriters of such policies and bonds.  All premiums
due and payable under all such policies and bonds have been paid and the Company
is otherwise in material compliance with the terms of such policies and bonds
(or other policies and bonds providing substantially similar insurance
coverage).  the Company has no knowledge of any threatened termination
of, or material premium increase with respect to, any of such
policies.





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SECTION 4.20.  Voting
Requirements.  A vote by the shareholders of the Company is required
to approve this Agreement and the transaction contemplated by this
Agreement.





ARTICLE
V                  
ADDITIONAL AGREEMENTS





SECTION 5.01.  Conduct of
Business Prior to the Closing.  (a)  The Company covenants
and agrees that, except as described in Section 5.01(a) of the Disclosure
Schedule or as otherwise permitted by this Agreement (and subject to the
limitations on conduct set forth in this Section 5.01), between the date hereof
and the Effective Time, none of the Company or any Subsidiary shall conduct its
business other than in the ordinary course and consistent with the Company's and
such Subsidiary's prior practice.  Without limiting the generality of
the foregoing, except as described in Section 5.01(a) of the Disclosure
Schedule, the Company shall, and shall cause each Subsidiary to, (i) use its
reasonable efforts to (A) preserve intact its business organizations and the
business organization of the Business, (B) keep available to the Company the
services of the employees of the Company and each Subsidiary, (C) continue in
full force and effect without material modification all existing policies or
binders of insurance currently maintained in respect of the Company, each
Subsidiary and the Business and (D) preserve its current relationships with its
customers, suppliers and other persons with which it has significant business
relationships; (ii) exercise, but only after notice to Apro and receipt of
Apro's prior written approval, any rights of renewal pursuant to the terms of
any of the leases or subleases which by their terms would otherwise expire;
(iii) not make an offer of employment to any Person without the approval of Apro
and (iv) not engage in any practice, take any action, fail to take any action or
enter into any transaction with knowledge that it would or could reasonably be
expected to cause any representation or warranty of the Company to be untrue in
any material respect or result in a material breach of any covenant made by the
Company in this Agreement.





(b)              Except
as described in Section  5.01(b) of the Disclosure Schedule, the
Company covenants and agrees that, prior to the Effective Time, without the
prior written consent of Apro, neither the Company nor any Subsidiary will do
any of the things enumerated in the second sentence of Section 4.10 (including,
without limitation, clauses (i) through (xxiii) thereof).





SECTION 5.02.  Access to
Information.  (a) From the date hereof until the Effective Time, upon
reasonable notice, the Company shall, and shall cause the Subsidiaries and each
of the Company's and the Subsidiaries' officers, directors, employees, agents,
representatives, accountants and counsel to:  (i) afford the officers,
employees and authorized agents, accountants, counsel, and representatives of
Apro reasonable access, during normal business hours, to the offices,
properties, plants, other facilities, books and records of the Company and each
Subsidiary and to those officers, directors, employees, agents, accountants and
counsel of the Company and of each Subsidiary who have any knowledge relating to
the Company, any Subsidiary or the Company's business and (ii) furnish to the
officers, employees and authorized agents, accountants, counsel, and
representatives of the Company such additional financial and operating data and
other information regarding the assets, properties and goodwill of the Company,
the Subsidiaries and the Company's business (or legible copies thereof) as Apro
may from time to time reasonably request.





(b)              Apro
shall keep such information confidential in accordance with the terms of the
Confidentiality Clause in Confidential Letter of Intent.





SECTION 5.03.  Regulatory
and Other Authorizations; Notices and Consents.  (a)  Each
of Apro and the Company shall use its best reasonable efforts to obtain (or
cause the Company or the Subsidiaries, as the case may be, to obtain) all
authorizations, consents, orders and approvals of all Governmental Authorities
and officials that may be or become necessary for execution and delivery of, and
the performance of obligations pursuant to, this Agreement and will cooperate
fully with each other in promptly seeking to obtain all such authorizations,
consents, orders and approvals.  Each party hereto agrees to make an
appropriate filing, if necessary, pursuant to the HSR Act with respect to the
transactions contemplated by this Agreement as promptly as reasonably
practicable and to supply, as promptly as practicable to the appropriate
Governmental Authorities any additional information and documentary material
that may be requested pursuant to the HSR Act.





(b)              Each
of Apro and the Company shall, and shall cause the Company and the Subsidiaries,
as the case may be, to, give promptly such notices to third parties and use its
or their reasonable efforts to obtain such third party consents and estoppel
certificates as may be reasonably necessary in connection with the transactions
contemplated by this Agreement.





SECTION 5.04.  Notice of
Developments.  Prior to the Effective Time, each of Apro and the
Company shall promptly notify the other in writing of (i) all events,
circumstances, facts and occurrences arising subsequent to the date of this
Agreement which could reasonably be expected to result in any material breach of
a representation or warranty or covenant of Apro or the Company, as the case may
be, in this Agreement or which could have the effect of making any
representation or warranty of Apro or the Company in this Agreement or which
could have the effect of making any representation or warranty of Apro or the
Company, as the case may be, in this Agreement untrue or incorrect in any
material respect.





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SECTION 5.05.  No
Solicitation or Negotiation.  The Company agrees that between the date
of this Agreement and the earlier of (i) the Effective Time and (ii) the
termination of this Agreement, none of the Company, and its Subsidiaries nor any
of their respective Affiliates, officers, directors, representatives or agents
will (a) solicit, initiate, consider, encourage or accept any other proposals or
offers from any Person (i) relating to any acquisition or purchase of all or any
portion of the capital stock of the Company or any Subsidiary (other than the
exercise or conversion of outstanding options) or assets of the Company or any
Subsidiary (other than inventory to be sold in the ordinary course of business
consistent with past practice), (ii) to enter into any business combination with
the Company or any Subsidiary or (iii) to enter into any other extraordinary
business transaction involving or otherwise relating to the Company or any
Subsidiary, or (b) participate in any discussions, conversations, negotiations
and other communications regarding, or furnish to any other Person any
information with respect to, or otherwise cooperate in any way, assist or
participate in, facilitate or encourage any effort or attempt by any other
Person to seek to do any of the foregoing.  The Company immediately
shall cease and cause to be terminated all existing discussions, conversations,
negotiations and other communications with any Persons conducted heretofore with
respect to any of the foregoing.  The Company shall notify Apro
promptly if any such proposal or offer, or any inquiry or other contact with any
Person with respect thereto, is made and shall, in any such notice to Apro,
indicate in reasonable detail the identity of the Person making such proposal,
offer, inquiry or contact and the terms and conditions of such proposal, offer,
inquiry or other contact.  The Company agrees not to, and to cause
each Subsidiary not to, without the prior written consent of Apro, release any
Person from, or waive any provision of, any confidentiality or standstill
agreement to which the Company or any Subsidiary is a party.





SECTION 5.06.  Further
Action.  Each of the parties hereto shall use all reasonable best
efforts to take, or cause to be taken, all appropriate action, do or cause to be
done all things necessary, proper or advisable under applicable Law, and execute
and deliver such documents and other papers, as may be required to carry out the
provisions of this Agreement and consummate and make effective the transactions
contemplated by this Agreement.





SECTION 5.07.  Conduct of
Business by Apro.  During the period from the date of this Agreement
to the Effective Time of the Merger, Apro shall not, and shall not permit any of
its subsidiaries to:





(a)              (i)  declare,
set aside or pay any dividends on, or make any other distributions in respect
of, any capital stock of Apro or (ii) split, combine or reclassify any of its
capital stock or issue or authorize the issuance of any other securities in
respect of, in lieu of or in substitution for shares of Apro's capital stock;
except for the issuance of its capital stock for cash consideration the issuance
of such that there is no change of control of Apro, or





(b)              authorize
any of, or commit or agree to take any of, the foregoing actions.





ARTICLE
VI                 
ADDITIONAL STOCK, OPTION OR WARRANT ISSUANCES





SECTION 6.01.  Company
Issuances.  The Company shall not issue any additional common stock,
options or warrants to purchase Company Common Stock, except that (i) the
Company may issue 302,695 shares of Company Common Stock to an affiliate of the
University of Colorado, (ii) the Company may engage in an offering of equity or
convertible debt securities, provided that the issuance or conversion price of
the securities exceeds $1.00 per share (excluding brokerage fees or other
consideration, up to a total of 2,000,000 shares of the Company Common Stock,
and (iii) the Company may issue a warrant to Bathgate Capital Partners to
purchase up to 200,000  shares of the Company Common Stock as
placement agent compensation for the offering described herein.  As of
the date of this agreement 30,000 Common Stock Purchase warrants had been earned
by Bathgate Capital Partners, under this arrangement, which are included in the
total warrants outstanding.





SECTION  6.02.  Apro
Issuances.   Apro shall not issue any additional common stock,
options or warrants to purchase Apro Common Stock, except that Apro may engage
in an offering of equity or convertible debt securities, provided the issuance
or conversion price exceeds $1.00 per share (excluding brokerage fees or other
consideration) up to a total of 10,000,000 shares of Apro Common Stock and such
number of shares as are required to be issued by APRO to the University of
Colorado as a result of any such additional issuances of shares.





ARTICLE
VII               
ADDITIONAL AGREEMENTS





SECTION 7.01.  Apro
Shareholder Approval.  Apro shall use its best efforts, and shall take
all other action necessary or advisable to secure the vote or consent of
shareholders required by Utah Law to effect the Merger.





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SECTION 7.02. Exemption from
Registration.  (a) Apro shall take all steps necessary to assist the
Company to comply with an exemption from registration under the Securities Act
of 1933, as amended, including, but not limited to, obtaining investment letters
from each of the shareholders of Apro and representations that the Company
Common Stock to be issued in the Merger will constitute "restricted securities"
under the Securities Act of 1933, as amended.





(b)              Apro
shall obtain an agreement from each of the shareholders of Apro that the
shareholders agree that shares of Company Common Stock to be issued in the
Merger will be restricted from resale under the Securities Act of 1933, as
amended and that an appropriate restrictive legend noting such restriction on
the transfer of such shares will be placed on the certificates representing such
shares.





SECTION 7.03  University of
Colorado License Agreement.  Prior to the Effective Date, the Company
will enter into a license agreement with the University of Colorado Department
of Health Sciences relating to the target compounds method of use on viral
infections.  Pursuant to this license agreement, the Company may issue
to the University of Colorado up to 302,695 shares of the Company Common
Stock.





ARTICLE
VIII               
CONDITIONS TO CLOSING





SECTION 8.01.  Conditions
to Obligations of Each of the Company and Apro.  The respective
obligations of the Company and Apro to consummate the transactions contemplated
by this Agreement shall each be subject to the fulfillment, at or prior to the
Effective Time, of each of the following conditions:





(a)              HSR
Act.  Any waiting period (and any extension thereof) under the HSR Act
applicable to the Merger shall have expired or shall have been
terminated;





(b)              Consents
and Approvals.  Apro and the Company shall have received, each in form
and substance reasonably satisfactory to the parties, all authorizations,
consents, orders and approvals of all Governmental Authorities and officials and
all third party consents required in order to consummate the Merger;
and





(c)              Court
Order.  No court of competent jurisdiction shall have issued or
entered any order, writ, injunction or decree, and no other Governmental Entity
shall have issued any order, which is then in effect and has the effect of
making the Merger illegal or otherwise prohibiting its
consummation.





(d)              The
Surviving Corporation shall have in place at the Effective Time, or upon payment
of premium at the Closing, a policy of insurance covering Director and Officer
Liability.





SECTION 8.02.  Conditions
to Obligations of Apro.  The obligations of Apro to consummate the
transactions contemplated by this Agreement shall be subject to the fulfillment,
at or prior to the Effective Time, of each of the following
conditions:





(a)              Representations,
Warranties and Covenants.  The representations and warranties of the
Company contained in this Agreement shall have been true and correct in all
material respects when made and shall be true and correct in all material
respects as of the Effective Time, with the same force and effect as if made as
of the Effective Time, other than such representations and warranties as are
made as of another date, the covenants and agreements contained in this
Agreement to be complied with by the Company on or before the Effective Time
shall have been complied with in all material respects, and Apro shall have
received a certificate from the Company to such effect signed by a duly
authorized officer thereof.





(b)              No
Proceeding or Litigation.  No Action shall have been commenced by or
before any Governmental Authority against either the Company or Apro, seeking to
restrain or materially and adversely alter the transactions contemplated by this
Agreement which, in the reasonable, good faith determination of Apro, is likely
to render it impossible or unlawful to consummate such transactions; provided,
however, that the provisions of this Section 8.02(b) shall not apply if the
Company or an affiliate thereof has directly or indirectly solicited or
encouraged any such Action.





(c)              Resolutions.  Apro
shall have received a true and complete copy, certified by the Secretary or an
Assistant Secretary of the Company, of the resolutions duly and validly adopted
by the Board of Directors of the Company evidencing their authorization of the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.





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29 of 33





(d)              Fairness
Opinion.  Apro shall have received a fairness option from Neideger
Tucker Bruner, Inc.,  related to this Agreement prior to the Effective
Time.





(e)              Shareholder
Approval.  Each of this Agreement and the Merger shall have been duly
approved by the requisite vote of shareholders of Apro.





SECTION 8.03.  Conditions
to Obligations of the Company.  The obligations of the Company to
consummate the transactions contemplated by this Agreement shall be subject to
the fulfillment, at or prior to the Effective Time, of each of the following
conditions:





(a)              Representations,
Warranties and Covenants.  The representations and warranties of Apro
contained in this Agreement shall have been true and correct in all material
respects (without regard to any knowledge qualification) when made and shall be
true and correct in all material respects (without regard to any knowledge
qualification) as of the Effective Time with the same force and effect as if
made as of the Effective Time, other than such representations and warranties as
are made as of another date, except in all cases for such breaches of,
inaccuracies in or omissions from such representations and warranties as do not
have a Material Adverse Effect, the covenants and agreements contained in this
Agreement to be complied with in all material respects by Apro on or before the
Effective Time shall have been complied with in all material respects, and the
Company shall have received a certificate of Apro to such effect signed by a
duly authorized officer thereof.





(b)              No
Proceeding or Litigation.  No Action shall have been commenced or
threatened by or before any Governmental Authority against either the Company or
Apro, seeking to restrain or materially and adversely alter the transactions
contemplated hereby which in the reasonable, good faith determination of the
Company, is likely to render it impossible or unlawful to consummate such
transactions; provided, however, that the provisions of this Section 8.03(b)
shall not apply if Company or an affiliate thereof has solicited or encouraged
any such Action.





(c)              Resolutions
of Apro.  The Company shall have received a true and complete copy,
certified by the Secretary or an Assistant Secretary of Apro, of the resolutions
duly and validly adopted by the Board of Directors of Apro evidencing its
authorization of the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.





(e)              Fairness
Opinion.  The Company and Apro shall have received a fairness option
from Neidiger Tucker Bruner, Inc. prior to the Effective Time.





(f)              Shareholder
Approval.  Each of this Agreement and the Merger shall have been duly
approved by the requisite vote of shareholders of the Company.





ARTICLE
IX                
 SURVIVAL





SECTION 9.01.  Survival of
Representations and Warranties.  The representations and warranties of
the Company and Apro contained in this Agreement shall not survive the Effective
Time.





ARTICLE
X                  
TERMINATION AND WAIVER





SECTION
10.01.  Termination.  This Agreement may be terminated at
any time prior to the Closing:





(a)              by
the Company if, between the date hereof and the Effective Time:  (i)
any representation or warranty of Apro contained in this Agreement shall have
been breached such that the conditions set forth in Section 8.03(a) would or
could not be satisfied by April 30, 2008, (ii) Apro shall not have complied in
any material respect with any covenant or agreement to be complied with by it
and contained in this Agreement within 15 days after receipt of notice of
non-compliance from the Company; or (iii) Apro or any Subsidiary makes a general
assignment for the benefit of creditors, or any proceeding shall be instituted
by or against Apro or any Subsidiary seeking to adjudicate any of them a
bankrupt or insolvent, or seeking liquidation, winding up or reorganization,
arrangement, adjustment, protection, relief or composition of its debts under
any Law relating to bankruptcy, insolvency or reorganization; or





(b)              by
either the Company or Apro if the Effective Time shall not have occurred by
April 30, 2008; provided, however, that the right to terminate this Agreement
under this Section 10.01(b) shall not be available to any party whose failure to
fulfill any obligation under this Agreement shall have been the cause of, or
shall have resulted in, the failure of the Effective Time to occur on or prior
to such date; or





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(c)              by
either Apro or the Company in the event that any Governmental Authority shall
have issued a final, non-applicable order, decree or ruling or taken any other
action permanently, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement and such order, decree, ruling or other action
shall have become final and nonappealable; or





(d)              by
Apro if, between the date hereof and the Effective Time any representation,
warranty or covenant of the Company contained in this Agreement shall have been
breached such that the conditions set forth in Section 8.02(a) would or could
not be satisfied by April 30, 2008, or the Company makes a general assignment
for the benefit of creditors, or any proceeding shall be instituted by or
against the Company seeking to adjudicate it bankrupt or insolvent, or seeking
liquidation, winding up or reorganization, arrangement, adjustment, protection,
relief or composition of its debts under any Law relating to bankruptcy,
insolvency or reorganization; or





(e)              by
the mutual written consent of the Company and Apro.





SECTION 10.02.  Effect of
Termination.  In the event of termination of this Agreement as
provided in Section 10.01, this Agreement shall forthwith become void and there
shall be no liability on the part of either party hereto except (a) as set forth
in 11.01 and (b) that nothing herein shall relieve either party from liability
for any willful breach of this Agreement.





SECTION
10.03.  Waiver.  Either party to this Agreement may (a)
extend the time for the performance of any of the obligations or other acts of
the other party, (b) waive any inaccuracies in the representations and
warranties of the other party contained herein or in any document delivered by
the other party pursuant hereto or (c) waive compliance with any of the
agreements or conditions of the other party contained herein.  Any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed by the party to be bound thereby.  Any waiver of any
term or condition shall not be construed as a waiver of any subsequent breach or
a subsequent waiver of the same term or condition, or a waiver of any other term
or condition, of this Agreement.  The failure of any party to assert
any of its rights hereunder shall not constitute a waiver of any of such
rights.





ARTICLE
XI                 
GENERAL PROVISIONS





SECTION
11.01.  Expenses.  Except as otherwise specified in this
Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses, whether or not the
Effective Time shall have occurred.





SECTION
11.02.  Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by courier service, by cable, by telecopy, by telegram, by telex or
by registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section
11.02):





(a) if to the Company:





MaxCure Pharmaceutical,
Inc.


5350 S. Roslyn, Suite
300


Greenwood Village,
CO  80111


Telecopy:  (303)
867-3416


Attention:  Vicki
Barone





with a copy to:





Krys Boyle, P.C.


600 17th Street,
Suite 2700 South Tower


Denver, CO 80123


Telecopy: 303-893-2882


Attention: Russell K. Bean,
Esq.





and








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(b) if to Apro:
 
 Apro Bio Pharmaceutical
Corporation


5350 S. Roslyn, Suite
300


Greenwood Village, CO
80111


Telecopy:  303-867-3416


Attention:  David
Olson





with a copy to:


Mark N. Schneider, A Professional
Corporation


4764 South 900 East, Suite
3-C


Salt Lake City, UT 84117


Telecopy (801) 685-0949


Attention: Mark N. Schneider,
Esq.





SECTION 11.03.  Public
Announcements.  No party to this Agreement shall make, or cause to be
made, any press release or public announcement in respect of this Agreement or
the transactions contemplated hereby or otherwise communicate with any news
media without prior consent of the other parties, subject to their respective
obligations to comply with applicable securities laws, and the parties shall
cooperate as to the timing and contents of any such press release or public
announcement.





SECTION
11.04.  Headings.  The descriptive headings contained in
this Agreement are for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement.





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





SECTION 11.06.  Entire
Agreement.  This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and thereof and
supersedes all prior agreements and undertakings, both written and oral, between
the parties with respect to the subject matter hereof and thereof.





SECTION
11.07.  Assignment.  This Agreement may not be assigned by
operation of law or otherwise without the express written consent of the Company
and Apro (which consent may be granted or withheld in the sole discretion of the
Company or Apro).





SECTION 11.08.  No Third
Party Beneficiaries.  This Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any
other Person any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.





SECTION
11.09.  Amendment.  This Agreement may not be amended or
modified except (a) by an instrument in writing signed by, or on behalf of, the
Company and Apro or (b) by a waiver in accordance with Section
10.03.





SECTION 11.10.  Governing
Law.  This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Colorado applicable to contracts executed in and
to be performed entirely within that state.





SECTION
11.11.  Counterparts.  This Agreement may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement.





IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first written above by their respective officers thereunto duly
authorized.








Page
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MAXCURE
PHARMACEUTICAL, INC., a Colorado Corporation









By:
            /s/
      Vicki D.E. BaroneName:
            Vicki D.E.
      BaroneTitle:
            Chairman
      of the BoardAPRO BIO PHARMACEUTICAL CORPORATIONBy:
            /s/
      David OlsonName:
            David
OlsonTitle:
            President






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