ASSET PURCHASE AGREEMENT



of January 29,2002



between



     Asclepion-Meditec AG

     Goschwitzer Strasse 51-52

     07745 Jena

     (hereinafter referred to as the "Seller")



and



     BIOLASE Europe GmbH

     c/o Brobeck Hale and Dorr

     Maximilianstrasse 31

     80539 Munchen

     (hereinafter referred to as the "Purchaser")



                                    Preamble

                                    --------



The Seller is the owner of a production center with ten employees in Floss,

Germany (hereinafter referred to as the "Business").



The Seller is interested in divesting itself of the Business by way of a

transfer of the assets and contractual relationships relating thereto. The

Purchaser is interested in purchasing certain assets and contractual

relationships relating thereto.



The parties therefore agree as follows:



                                   ARTICLE 1

                               Purchase of Assets

                               ------------------



1.   The Seller hereby sells to the Purchaser all fixed assets (Gegenstande des

     Anlagevermogens) within the meaning of Section 266 (2) A of the German

     Commercial Code (Handelsgesetzbuch) (hereinafter referred to as "HGB")

     which belong to the Business on February 1, 2002 (hereinafter referred to

     as the "Effective Date") and are listed in Attachment 1.1 hereto.

                                                --------------



2.   The list of assets attached to this Agreement as Attachment 1.1 was

                                                      --------------

     prepared from the inventory list (Inventar) which formed the basis of the

     balance sheet being part of the audited annual statement of the Seller as

     of September 30, 2001, and taking into account subsection 3 below. Assets

     of the Business, which did not have to be included in the inventory in view

     of their particular nature (e.g. low value items), are nevertheless

     included in the assets sold pursuant to this Article 1.



                                  Page 1 of 10













3.   All inventories (Vorrate) within the meaning of Section 266 (2) B.I. HGB

     relating to the Business, receivables and other assets (Forderungen und

     sonstige Vermogensgegenstande) within the meaning of Article 266 (2) B.II.

     HGB relating to the Business, securities (Wertpapiere) within the meaning

     of Article 266 (2) B.III. HGB and checks, cash, federal bank and post giro

     deposits and deposits with credit institutions (Schecks, kassenbestand

     Bundesbank und Postgiroguthaben und Guthaben bei Kreditinstituten) within

     the meaning of Article 266 (2) B.IV. HGB relating to the Business are not

     included in the assets sold pursuant to subsection 1.



                                   ARTICLE 2

                                   Premises

                                   --------



The real estate on which the operations of the Business are conducted is

included in the assets sold pursuant to Article 1 subsection 1 of this

Agreement. The real estate is registered in the Land Register Schonbrunn of the

Municipal Court of Weiden i.d.Oberpfalz, volume 11, page folio 375 BV no. 1 and

is owned by the Seller. Details of the sale of such real estate are governed by

the Real Estate Purchase Agreement to which this Agreement is exhibit 4.



                                   ARTICLE 3

                             Assignment of Contracts

                             -----------------------



The Purchaser hereby assumes from the Seller as of the Effective Date all

contracts which are specified in Attachment 3 to this Agreement, i.e., the

                                 ------------

Purchaser assumes from the Seller all rights and obligations resulting from

these contracts by way of the assumption of contract with full discharge of the

original contract party (im Wege der Vertragsubernahme mit befreiender Wirkung).



                                   ARTICLE 4

                      Transfer of Employment Relationships

                      ------------------------------------



1.   The parties acknowledge that employment relationships existing with the

     Seller and attributable to the Business together with all rights and

     obligations arising therefrom are on the Effective Date transferred to the

     Purchaser pursuant to Section 613a of the German Civil Code (Burgerliches

     Gesetzbuch).



2.   The employment relationships transferred to the Purchaser are listed in

     Attachment 4.2 to this Agreement.

     --------------



3.   Any compensation and or social security or tax payment related to the

     transferred employment relationships for January 2002 shall still be

     handled and paid by the Seller.



4.   In the event the Purchaser has to terminate any of the employees listed in

     Attachment 4.2, then the Seller shall indemnify the Purchaser for the

     --------------

     Termination Costs of up to 3 of the transferred employees. "Termination

     Costs" in this Article 4 shall mean the costs resulting from any settlement

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