**Exhibit
      10.1**


**Preliminary
      Contract for Share Transfer by and between QR Imaging S.r.l., NIM
      S.r.l.,Gianmaria Tommasi, mara Tacconi, Attilio Tacconi and Mozzo Pierluigi,
      dated February 22, 2007\**




**PRELIMINARY
      CONTRACT FOR SHARE TRANSFER**


Between




**NIM
      S.R.L.** ,
      with
      registered office in Verona, Via Silvestrini No. 20, registered in the Verona
      Register of Companies under No. 01737460236;




**Gianmaria
      Tommasi** ,
      born in
      Marano di Valpolicella on May 4th, 1943 and resident in Verona in Via Marin
      Faliero No. 185, tax code TMMGMR43E04E911L




**Mara
      Tacconi** born in
      Verona on July 4th, 1955 and resident in Villafranca di Verona, Via del Fante
      14
      and **Attilio
      Tacconi** born in
      Verona on November 23rd, 1943 and resident in Verona, Via Franchetti No. 6
      and **Pierluigi
      Mozzo** born in
      San Giovanni Lupatoto on March 5th, 1950 and therein resident in Via Caduti
      del
      Lavoro 7 as owners by means of trustee registration to **VER.FID
      S.R.L.** with
      registered office in Verona, Corso Porta Nuova 22, registered in the Verona
      Register of Companies under No. 01383610233, hereinafter referred to
      collectively as the “Selling Parties” or also as the “Sellers”


on
      the one
      hand


and




**QR
      Imaging S.r.l.,** , with
      registered office in Milan, Via Senato No. 20, registered in the Milan Register
      of Companies under No. 05408370962 hereinafter referred to also as “ **Imaging”** or the
“Purchaser”


on
      the
      other hand




1


In
      the
      following Imaging and the Selling Parties shall be referred to collectively
      as
      the “Parties” and, individually, a “Party”.


Whereas:


-
      The
      Selling Parties are owners of 100% of the capital of QR srl of nominal 10,400
      Euros, with registered office in Verona, Corso Porta Nuova No. 22 - registered
      in the Verona Register of Companies under No. 02164000230 - (hereinafter also
      referred to as “QR” or the “Company”) and intend to transfer their respective
      capital shares to Imaging;




-
      Imaging
      is interested in purchasing the totality of shares representing the entire
      company’s capital of QR hereinafter also referred to as the
“Participation”);




-
      a due
      diligence on company’s legal and accounting situation respectively as of May 17
      and as of June 30, 2006 was performed on behalf of the Purchaser.


Given
      all
      the above which, together with the attachments to this Contract, is an integral
      part thereof,


it
      is
      hereby agreed and stipulated as follows:


**1.**  **Sale
      of the Participation**


1.1  At
      the
      Closing date (hereinafter also referred to as “Closing Date”), in accordance
      with the provisions of this Contract and of applicable law, the Sellers shall
      sell, assign, transfer to the Purchaser and the Purchaser shall purchase from
      the Sellers 100% of the capital of QR srl divided between the Selling Parties
      as
      follows:




2


Name
      of
      seller   Quotas
      in the Company


Tommasi
      Gianmaria  7.5%


Mozzo
      Pierluigi  (held
      through fiduciary company Verfid srl) 30
      %


Tacconi
      Mara  (held
      through fiduciary company Verfid srl) 5
      %


Tacconi
      Attilio  (held
      through fiduciary company Verfid srl) 7,5
      %


Nim  (held
      through fiduciary company Verfid srl) 50%


TOTAL
      -   100%




1.2  Each
      of
      the Sellers shall sell, transfer, assign to the Purchaser and this latter party
      shall purchase from each of the Sellers all rights arising from the shares
      held
      in the Company.




1.3  Conclusion
      of sale of 100% of the capital of QR srl shall take place the last week of
      the
      month of March 2007 and in any case no later than April 15, 2007 (the “Closing
      Date”). This date is held by the parties, to safeguard the economic character of
      the deal, to be an essential term. Passage of this term without stipulation
      of
      the definitive contract shall be equivalent to withdrawal (also in accordance
      with point 3.2) and shall cause loss of the deposit or payment of the double
      in
      accordance with point 3 of this Contract, depending on which Party is to
      exercise the right of withdrawal.




3


**2.**  **Transfer
      of the Participation**




2.1   (i)
      On
      March 15th, 2007 the Selling Parties shall provide the Purchaser’s consultants
      including for instance, auditing firm and financial advisors (hereinafter
      referred to as (the “Consultants”), for all opportune assessments, a balance
      sheet made with reference to February 28th, 2007, according to which the Net
      Worth of QR shall be determined as of February 28th, 2007 (hereinafter, in
      this
      contract, the term Net Worth, even if written as accounting net worth, shall
      refer to the description given in art. 2424 of the Civil Code). The Consultants,
      as part of these assessments, may, at their own discretion, participate in
      the
      phases of drawing up of the aforementioned balance sheet. When exercising this
      right the Consultants can, among other things, participate in informative
      meetings organized by the Sellers without this hampering or hindering the
      procedures for drawing up of the balance sheet by the Selling
      Parties.


(ii)
      Whenever remarks are made by the Consultants that render the Net Worth of QR
      as
      of February 28th, 2007, lower than the amount guaranteed at points 7.2 (i)
      and
      7.2 (ii) of this Contract then the Purchaser shall have the task of notifying
      these remarks by and no later than March 20th, 2007 as the Parties hold 5 days
      to be sufficient for formulating the remarks even in accordance with the powers
      granted to the Consultants in the previous point. In said assumption the Parties
      shall discuss the facts that emerged in order to find a shared
      solution.


(iii)
      Whenever no shared solution is forthcoming the Sellers undertake to issue,
      at
      the closing, which shall in any case take place according to the required terms
      and procedures, a guarantee from a primary bank to be used at the outcome and
      in
      accordance with the decision of the arbitrator specified in the following point,
      for an amount equal to the amount of difference between guaranteed net worth
      and
      what was detected by the Consultants.


(iv)
      The
      Parties shall therefore rely, following the closing, on the decision of a third
      arbitrator, appointed by the President of the Court of Verona, who must decide
      on the remarks raised by the auditing firm and consequently determine the Net
      Worth and the amount that can in case be used on the guarantee that was issued
      and also determine the Party which is to pay, in addition to his own fees,
      also
      the costs for the guarantee.




4




2.2  Sale
      of
      the Participation shall be performed at the Closing Date by signing of the
      deed
      certified by notary public in Verona named by the Sellers in order to give
      correct and full execution to the provisions of this Contract.




2.3  The
      Parties take note that signing of the notarized deed shall not constitute
      novation with respect to the agreements in this Contract, having the only
      purpose of transferring ownership of the Participation.




2.4  Transfer
      of ownership of the Participation in accordance with this Contract shall take
      place at the Closing Date, with effect and enjoyment starting that same
      date.




2.5  The
      Sellers shall deliver to Imaging, at the Closing Date, a legal opinion signed
      by
      an attorney-at-law chosen by the Sellers which certifies that, at the Closing
      Date:




(i)  the
      Company is a limited liability company duly organized and validly existing
      in
      accordance with Italian law, has the capacity necessary for being owner of
      its
      assets or for leasing them and performing its business, is not undergoing
      winding-up, is not insolvent, is not subject to any bankruptcy procedure or
      the
      like and has not stipulated any agreement according to which its own assets
      are
      placed under the control of creditors or of an official receiver or a special
      administrative receiver and that no circumstances exist that could give rise
      to
      one of these situations;




(ii)  the
      Contract is valid and binding upon the Sellers when it is signed without any
      further authorizations whatsoever being required;




(iii)  the
      Contract can be executed against the Sellers in accordance with the Italian
      law;




(iv) The
      Company’s quotas are free from any encumbrances, it being meant by “ *encumbrance* “
any
      lack
      of title, claim, privilege, obligation, burden, pledge, real or personal rights
      by third parties, attachment or any other burden of whatever nature, and are
      freely transferable




5




**3.
      Deposit**




3.1  The
      Purchaser undertakes to pay or cause its holding AFP Imaging Corporation in
      the
      name and on behalf of the Purchaser , within and not later than March 2, 2007
      (terms deemed as essential by the parties) pay to the Sellers a €1,000,000.00
      (one million/00) as penalty deposit through wire payment by means of bank
      transfer on bank account XXXX.




3.2
      The
      effectiveness of such Contract is conditioned to the to the fact that the
      payment has been cashed within and not later than the term provided for in
      paragraph 3.1. If such term expires and the


Sellers
      have not received the agreed amount as caparra, such contract shall be deemed
      as
      it has never been subscribed, exception made for the sellers’right to claim for
      damages.




3.3  The
      Parties, within the Closing Date, can withdraw from this Contract and the
      deposit paid, or return of the double its amount in accordance with art. 1386
      of
      the Civil Code, shall be the sole compensation for failure to perform definitive
      contract as the Parties agree that no other compensation shall be
      owed.




**4.**  **Price
      of the Participation**




4.1  The
      Purchaser shall pay to the Selling Parties, as purchase price of the
      Participation specified in previous article 2, an amount of 13,000,000.00 Euros
      (thirteen million/00) simultaneous with stipulation of the notarial deed
      mentioned in article 2.2. of the present Contract by banker’s draft. In this
      case the Selling Parties shall return to Imaging the Deposit given in accordance
      with point 3 of this Contract unless Imaging takes measures so that the deposit
      is held by the Selling Parties as partial payment of the price, consequently
      subtracting it from the amount specified in the previous sentence.




**5.**  **Contracts
      with some Selling Parties**




5.1  Imaging
      undertakes, also in accordance with art. 1381 of the Civil Code, to have the
      QR
      Company, at the Closing date, appoint or maintain appointed professor Gianmaria
      Tommasi as director of QR. In particular relations between the Company and
      professor Gianmaria Tommasi, , shall be governed by a contract having the same
      form as in attachment 1 to this Contract, which professor Tommasi undertakes
      to
      sign at the Closing Date.




5.2  Imaging
      undertakes, also in accordance with art. 1381 of the Civil Code, to have the
      QR
      Company, at the Closing date, appoint or maintain appointed Mrs. Mara Tacconi
      as
      proxy for QR. In particular relations between the Company and Mrs. Mara Tacconi,
      , shall be governed by a contract having the same form as in attachment 2 to
      this Contract, which Mrs. Tacconi undertakes to sign at the Closing
      Date.




5.3  Imaging
      undertakes, also in accordance with art. 1381 of the Civil Code, to have the
      QR
      Company, at the Closing date, stipulate a contract with Messrs. Attilio Tacconi
      and Pierluigi Mozzo having the same form as in attachment 3 to this Contract,
      regarding transfer of ownership of the DTC patent as for Annex 3.1 at the
      present Contract and implementation thereof, which Messrs. Tacconi and Mozzo
      undertake to sign at the Closing Date.




5.4  The
      terms
      set at points 5.1, 5.2 and 5.3 are held to be essential by the
      Parties.




6


**6.**  **Interim
      Management**




6.1  The
      Selling Parties declare and the Purchaser take note that during November 2006
      Q.R. srl shareholders’meeting resolved on payment of reserves of retained
      earnings or remunerations to directors and proxies as percentages of profits
      from the 2006 financial year, for a overall amount not exceeding € 750.000 and
      in any case within limits that prevent it from affecting the guaranteed net
      worth of the Company as of February 28, 2007.


Save
      for
      the right to receive the payment of dividends or remunerations described in
      the
      previous sentence, and save as otherwise provided for by this Contract, the
      Selling Parties ensure that, in the period elapsing between the date of signing
      of this Contract and the Closing Date, they shall limit themselves to routine
      management of the Company according to criteria of prudential and proper
      management in order to preserve the financial, assets and commercial situation,
      without stipulating any contract or entering into any obligation or debt or
      incurring any liability or performing any activity which could:




-  make
      any
      of the Sellers’ representations and guarantees in accordance with this Contract
      no longer reflect reality or in any case inexact;




-  create
      enduring costly commitments for the Company in the future.




**7.**  **Guarantees**




7.1  The
      Selling Parties guarantee full and unconditioned ownership and unimpeded
      availability of the assets of QR and of the Participation, stating them to
      be
      free of any restraint, burden or encumbrance or other charges as well as, in
      particular, of any pre-emption rights.




7.2  The
      Selling Parties also guarantee:




(i)  that
      the
      balance sheet of QR shall show, as of February 28th, 2007, an accounting net
      worth not less than € 1.397.320,00 (onemilionthreehundred
      ninetyseventhousandthreehundredtwenty/00), (hereinafter also referred to as
      the
      guaranteed net worth.




(ii)  that
      compared to the situation guaranteed as of February 28th, 2007 the Net Worth,
      at
      the Closing Date, shall have varied only due to routine management and in any
      case shall not be less than € 1.397.320,00 (onemilionthreehundred
      ninetyseventhousandthreehundredtwenty/00.




(iii)  that
      the
      Company’s book entries, books and records have been and shall be kept in
      compliance with current laws and with accounting principles;




(iv)  that
      the
      financial statements of the Company as well as the balance sheet made with
      reference to the date of February 28th, 2007 have been and shall be drawn up
      in
      accordance with applicable laws and in compliance with accounting principles
      and
      represent/shall represent in a truthful manner the balance sheet of the Company
      at the dates they refer to;




(v)  that
      the
      Participation is the full and exclusive property of the Selling Parties and
      is
      not subject to pledge, attachment, usufruct, burdens and any restraints and/or
      any other third-party right, whether real or not, prejudicial records and/or
      registrations which may even only partially limit enjoyment thereof and that
      it
      may befreely transferred. No
      party
      has stipulated any contract or option or is holder of any right which can become
      a contract or an option, for the purchase, the subscription, the allocation
      or
      issue of any shares or other securities whatever, not yet issued, relative
      to
      the Company. There are not in circulation (i) any convertible securities of,
      or
      negotiable with, the corporate capital of the Company, (ii) any options or
      other
      rights to purchase or of subscription of the corporate capital of the Company;
      or (iii) any agreement to which the Sellers or the Company are parties in
      relation to the issue of or the subscription for any part whatever of the
      corporate capital of the Company, or the issue of or the subscription for any
      such convertible or negotiable securities or any such options or rights
      whatever ;




(vi)  that
      the
      Company has not hired nor has undertaken to hire starting January 1st, 2006
      any
      employee or consultant whose gross monthly remuneration is higher than €5,000.00
      (five thousand/00);




(vii)  that
      the
      Company is not involved in lawsuits, legal or administrative proceedings or
      of
      any other kind;




(viii)  that
      the
      Company has not given any guarantee in favour of or in the interests of third
      parties nor have third parties gave guarantees in the interests of the
      Company;




(ix) that
      the
      Company has always acted in accordance with applicable environmental standards
      (including any law related to hazardous substances) and that there is no
      requirement provided for by applicable environmental regulations that has been
      imposed on the Company, nor has any notice been received of the fact that this
      requirement could reasonably be imposed on it, related to the activities of
      the
      Company or environmental liabilities related to the company’s assets which could
      increase the relevant costs for adapting to environmental regulations. The
      Company has conducted its business, until the Closing Date, in compliance with
      regulations on work health and safety;




(x)
      that
      the Company does not hold, to any extent, neither directly nor indirectly,
      any
      intellectual property right except for the patents listed in Exhibit 4., which
      contains a true and complete list of all the intellectual property rights owned
      by or licensed by the Company as of the date of this Contract.




7


The
      Company is licensee of the patent DTC. The Sellers hereby represent and warrant
      that at the Closing Date, the Company will be the owner of the patent DTC.




Such
      patents are free from any encumbrance, and the Company has the right to use
      them
      without any payment to be due to third parties. In particular no employee or
      former employee holds, to any extent, rights for any invention, improvements
      or
      discoveries related to products or services of the Company Intellectual property
      rights means all intellectual property rights held in the capacity of owner,
      licensor or licensee of the Company including by way of example and
      not exhaustively:




-
      the
      Company’s name and its distinctive signs (mark, firm etc)


-
      marks,
      trade and other types, registered or not (“Marks”);


-
      all
      patents and their applications and patentable inventions
      (“Patents”);


-
      all
      copyrights, registered or not even if unedited (“Copyrights”);


-  all
      know-how, commercial secrets, confidential lists of customers, software of
      every
      type, technical information, data, technology, plans, projects, designs and
      models; and


- all
      rights
      relating to internet sites and dominions utilized by the
      Company.




( xi)
      that
      all tax declarations by the Company have been prepared and filed within the
      times and in the forms prescribed by the rules applicable thereto. All the
      aforesaid declarations are true, exact and complete. All payments relating
      to
      imposts, taxes, contributions and withholdings have been effected timorously
      (or, where applicable, all setting aside of funds to reserves for payment
      thereof have been made) and for all the correct amounts and all tax requirements
      have been correctly and timely carried out. There
      are
      no pending investigations, assessments, searches, inspections or applications
      relative to taxes regarding which the Company could be liable. The Company
      has
      retained and paid all taxes in regard to which withholdings were required and
      also paid all taxes in regard to sums paid or due to employees, independent
      workers, creditors or third parties in general.




(xii)
      that
      no representation, warranty, or agreement made by the Company or the Sellers
      in
      the Contract or in its Exhibits contains or will contain any untrue statement
      or
      omits or will omit to state anything necessary for the proper fulfilment of
      the
      obligations contained in this Contract. The Sellers are not aware of any fact
      which can adversely affect the value of the Participation or of the assets
      of
      the Company. The Sellers shall disclose to the Purchasers prior to the Closing
      Date any fact, information or document that may either have an effect on any
      statement, covenant, representation, warranty, or agreement contained in this
      Contract or in any document mentioned therein.





7.3  The
      Parties mutually agree to exclude any form of the Sellers’ guarantee as to the
      product liability sold or services provided by QR, it remaining clear that
      no
      product or service provided by the Company in recent years has ever been found,
      according to the Sellers’ knowledge, defective to the point of requiring any
      compensation from the Company nor does there exist, as far as the Sellers know,
      any claim whatsoever for product liability. The relevant contingent liabilities,
      therefore, remain entirely to the Company’s account, excluding any kind of
      indemnity as governed by point 8 of this Contract.




**8.**  **Indemnity**




8.1  Whenever
      due to whatever debt, liability, contingent liability and/or inexistence and/or
      depreciation of the assets stated in the balance sheet, with the exception
      of
      losses caused by product liability, (the “Losses”), already existing at the
      Closing Date or in any case arising from facts prior to that date and not
      reflected in the accounting data at the Closing Date, to an extent whereby
      at
      the Closing Date the Net Worth is lower than what was guaranteed at points
      7.2
      (i) and 7.2 (ii) of this Contract, the Selling parties must hold the Purchaser
      and/or the Company, according to Purchaser’s instruction, harmless from the
      Losses by paying a sum equal to the loss (Indemnity) in proportion to their
      respective quotas (Indemnity). The
      Sellers also undertake to indemnify and compensate the Purchaser and/or
      the
      Company, according to Purchaser’s instruction, for
      any
      further damages, losses, expenses (including legal costs) or costs which are
      the
      consequence of breach, falsity, non-conformity with the truth, non-compliance
      or
      lack of exactness of the representations warrantees or agreements, of this
      Contract. This
      Indemnity obligations shall arise immediately but shall be payable only at
      the
      time when QR is required to make the relevant payment.




8.2  The
      Selling Parties’ Indemnity obligations shall have a duration equal to that of
      the applicable prescription related to claims from third parties being
      understood that the notice of a claim for Indemnity interrupts calculation
      of
      the terms.




8.3  Whenever
      an event arises which could give rise to Indemnity by the Selling Parties,
      according to what is set at point 8.1, Imaging is obliged to involve the Selling
      Parties in management of the dispute (irrespective of its nature) and they
      shall
      also have the right to concur in determining important choices in managing
      the
      dispute (for example: appointing professional consultants, possibility of
      settling, possibility of challenging, etc.). Whenever the Parties are in
      disagreement regarding these choices they shall put the decision up to a third
      party appointed by the President of the Court of Verona who shall act as
      arbitrator and decide without appeal.




8.4  The
      parties agree that the Indemnity obligations shall be valid and effective up
      to
      an overall amount of €13,000,000 (thirteen million).




8.5  Refund
      of
      any contingent liabilities, if tax deductible, shall be performed with a
      reduction equal to the consequent savings for reduced taxes to be sustained
      by
      the Company;. any contingent assets can also be compensated net of the
      corresponding current and/or deferred taxes where applicable.




8.6  The
      Selling Parties’ obligations to indemnify as per the previous points shall take
      effect only after, regarding one or more debit charges, deducting the amounts
      set at point 8.5, a cumulative deductible is exceeded, mutually agreed by the
      parties to be €25,000 (twenty five thousand/00). Below this amount,
      consequently, Imaging cannot ask for any amount as Indemnity.




8.7  The
      Selling Parties, to guarantee the indemnity obligations governed by the previous
      points, must deliver a guarantee issued by a primary bank for the amount of
      €1,000,000 (one million) at the Closing Date. This guarantee must retain
      validity for five years after the Closing Date.




8.8  Imaging,
      for itself and for its assignees, taking note of the Selling Parties’ commitment
      to indemnify Losses, undertakes not to bring, and not to have third parties
      bring, in any cases, lawsuits against the Selling Parties and the directors
      for
      facts related to management of the Company prior to the Closing
      Date.




8




**9.**  **Non-competition
      agreements**




9.1  The
      Sellers undertake to refrain from performing activities that are directly or
      indirectly competitive with those of the Company in Italy and in the rest of
      the
      world with the exclusion of Iran, Cuba and Vietnam. They take due note that
      all
      consideration of this non-competition agreement is understood to be already
      included in the sale price of the Participation. This clause shall have a
      duration of five years from the date of termination of all collaboration
      relationship by each of the Sellers with the Company with the clarification
      that
      competition is understood to be such if it refers to activities in the dental
      radiology sector using the “cone beam” technique.




9.2  The
      Seller
      who infringes the agreement, in case of breach of the non-competition agreement,
      shall be required to pay the Company a penalty for the amount of €150,000 as
      well as to compensate the Company for damage.




**10.**  **Court
      of jurisdiction and applicable law**




10.1  The
      Court
      of Verona shall have sole jurisdiction for all disputes as to this Contract
      or
      the agreements ancillary and/or consequent thereto.




10.2  The
      parties agree that this Contract, or the agreements ancillary and/or consequent
      thereto, shall be governed by Italian law.




**11.**  **General
      Provisions**




11.1  This
      Contract is drawn up in Italian and in English. In case of any discrepancy
      between the texts in the two languages the Italian language shall
      prevail.




11.2  Costs.
      Each Party shall pay its own costs and it is clarified in this regard that
      the
      amounts due to the Consultants, including those regarding the procedures called
      for at point 2 of this Contract, are totally owed by the Purchaser. If one
      party
      brings a legal suit against the other Party in accordance with this Contract
      the
      losing Party shall pay the other Party an amount equal to the costs, including
      legal expenses, sustained for the suit.




11.3  All
      notices required by this Contract must be made in writing and delivered by
      hand
      (including by courier), by telefax or telegram, or by registered letter with
      return receipt to the following addresses:




-
      if to
      the Selling Parties, collectively or individually, to:


Giammaria
      Tommasi c/o NIM S.r.l.


Via
      Silvestrini 20


37135
      Verona


Telefax:
      ++ 39 045 8203040


-
      if to
      Imaging to:


Studio
      Albertazzi


Galleria
      del Corso 1


20122
      Milan


Telefax:
      +
      39 02 76 02 57 73




Changes
      in
      the addresses and fax numbers of the Parties must be notified in the same
      procedures as provided for by this article with a minimum seven days’ notice.
      Communications and notices are understood to have been received the moment
      they
      reach the addressee’s address (if made by hand delivery, telegram or registered
      letter) or the moment the addressee confirms (including confirmation by telefax)
      having received notice by telefax.


Signed
      in
      Verona February 22, 2007




Gianmaria
      Tommasi  /s/
      Gianmaria Tommasi


Tacconi
      Attilio /s/
      Attilio Tacconi


Tacconi
      Mara   /s/
      Mara Tacconi


Mozzo
      Pierluigi   /s/
      Pierluigi Mozzo


per
      Nim
      srl


Gianmaria
      Tommasi /s/
      Gianmaria Tommasi


per
      Imaging


Donald
      Rabinovich  /s/
      Donald Rabinovitch


President







9