Preview | Asset Purchase Agreement |

This Asset Purchase Agreement (this Agreement) is made as of May 11, 2004 by and among Power3 Medical Products, Inc., a New York corporation (Buyer), Advanced Bio/Chem, Inc. d/b/a ProteEx, a Nevada corporation (the Company) and Steven B. Rash and Ira Goldknopf (collectively, the Shareholders). Capitalized terms that are not defined elsewhere in this Agreement are defined in Section 12. The Disclosure Letter, together with any supplements to the Disclosure Letter, is hereby incorporated in this Agreement, and made a part hereof, by this reference.

The Company desires to sell to Buyer, and Buyer desires to purchase from the Company, all of the Companys assets for the consideration and on the terms set forth in this Agreement. In consideration of the benefits that they will receive by virtue of the Contemplated Transactions, each of the Shareholders is agreeing to make the representations, warranties, and indemnifications in this Agreement jointly and severally with the Company and each of the Shareholders is agreeing to enter into and be bound by a Non-competition Agreement (Non-competition Agreement) and an Employment Agreement (Employment Agreement) containing, among other things, covenants respecting confidentiality, non competition and non-solicitation, with Buyer.

NOW THEREFORE, in consideration of the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a) Subject to the terms and conditions of this Agreement, at the Closing the Company will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the Company, all assets of the Company (collectively, the Assets), including all of the Companys right, title, and interest in and to the following assets:

(ii) all tangible personal property owned, used or leased by the Company, wherever located;

(iv) all trademarks, trademark applications, trade names, Trade Secrets and any and all other intellectual property rights, including those derived, if any, from services previously rendered to customers and the right to sue for past infringements thereof;

(v) all software in which the Company has an interest including source and object codes; all causes of action, judgments, claims, and demands of any nature related to such software;

(vi) all customer lists, supplier lists, sales and marketing records and materials, problem lists, license and maintenance fee records, and other business records;

(vii) all current assets, including all cash, prepaid expenses, and trade and other accounts and notes receivable;

(viii) all intangible property, including goodwill and covenants not to compete; and

(ix) all right title and interest into the assumed name ProteEx.

(b) Subject to the terms and conditions of this Agreement, at the Closing the Buyer will assume all of the Companys obligations arising on or after the date of the Closing under the Applicable Contracts listed in Part 2.5 of the Disclosure Letter, except to the extent such liabilities and obligations are specifically excluded by this or the next paragraph of this Section 1.1(b), and the liabilities listed on Schedule 1.1(b) (collectively, the Assumed Obligations). Notwithstanding anything to the contrary above, Buyer will not assume any liabilities or obligations of the Company if the existence of such liabilities or obligations either are, or give rise to or result from, facts or circumstances that constitute a misrepresentation or breach of the representations and warranties in Section 2 (irrespective of their period of survival in Section 10.1), either as of the date of this Agreement or as of the Closing Date as if made on the Closing Date. The Assumed Obligations are the only liabilities and obligations of the Company that Buyer will assume in connection with the Contemplated Transactions.

1.2 PURCHASE PRICE

The purchase price (the Purchase Price) for the Assets will be paid partly by delivering 15,000,000 shares (the Purchase Shares) of Common Stock of Buyer, $.001 par value per share (the Buyer Shares).

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

The Company and the Shareholders, jointly and severally, represent and warrant to Buyer as follows:

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