ASSET PURCHASE AGREEMENT

BY AND AMONG

TAMTRON CORPORATION,

MEDICAL REGISTRY SERVICES, INC.

AND

IMPAC MEDICAL SYSTEMS, INC.

Dated as of November 24, 2003

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ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of November 24, 2003, by and among Tamtron Corporation, a California corporation (Tamtron), Medical Registry Services, Inc., a Delaware corporation (MRS and together with Tamtron, each a Seller and, collectively, the Sellers), and IMPAC Medical Systems, Inc., a Delaware corporation (Purchaser).

W I T N E S S E T H:

WHEREAS, Sellers, and certain of their Affiliates, including IMPATH Inc., a Delaware corporation (IMPATH), each commenced a case (collectively, the Bankruptcy Case) under chapter 11 of title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. (the Bankruptcy Code), on September 28, 2003 by filing a voluntary petition with the United States Bankruptcy Court for the Southern District of New York;

WHEREAS, Sellers presently conduct the Businesses;

WHEREAS, Sellers desire to sell, transfer and assign to Purchaser, and Purchaser desires to acquire and assume from Sellers, pursuant to Sections 363 and 365 of the Bankruptcy Code, all of the Purchased Assets and Assumed Liabilities, all as more specifically provided herein; and

WHEREAS, certain terms used in this Agreement are defined in Section 1.1;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions.

For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

Agreement means this Asset Purchase Agreement, dated as of November 24, 2003, by and among Tamtron, MRS and Purchaser (as the same may be amended, modified or supplemented from time to time in accordance with the terms and provisions hereof).

Allocation Schedule shall have the meaning set forth in Section 10.3.

Antitrust Laws shall have the meaning set forth in Section 8.3(b).

Assumed Liabilities shall have the meaning set forth in Section 2.3.

Audit Escrow Amount shall mean the amount of $440,000.

Audited Financial Statements shall have the meaning set forth in Section 8.10(a).

Bankruptcy Case shall have the meaning set forth in the Recitals.

Bankruptcy Code shall have the meaning set forth in the Recitals.

Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York or any other court having jurisdiction over the Bankruptcy Case from time to time.

Bidding Procedures Order means an order of the Bankruptcy Court, substantially in the form attached as Exhibit A, that, among other things, (i) approves the payment of the Break-Up Fee and expense reimbursement on the terms and conditions set forth in Section 7.1 hereof and (ii) establishes a date by which Competing Bids must be submitted by bidders and establishes procedures for the auction process.

Break-Up Fee shall have the meaning set forth in Section 7.1.

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