Preview | Asset Purchase Agreement |

This ASSET PURCHASE AGREEMENT (this ?Agreement?) dated as of October 3, 2007, is entered into by and among Averion International Corp., a Delaware corporation and IT&E International, Inc., a California corporation (together, the ?Seller?) on the one hand; and IT&E, Inc., a Pennsylvania corporation (?Buyer?), and Phil Clarke and Harvey F. Greenawalt (individually, a ?Shareholder,? and collectively, the ?Shareholders?) on the other hand.

A. Capitalized terms not otherwise defined as they are referenced herein shall have the meanings ascribed to such terms in Section 13.1 below.

B. Seller operates a business known as the staffing services operating segment of Seller, which provides staffing and regulatory compliance and validation services to life sciences companies (the ?IT&E Business?).

C. Seller desires to sell to Buyer, and Buyer desires to purchase from the Seller, the Purchased Assets that relate to the IT&E Business at the price and under the specified terms and conditions as set forth herein.

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1. Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, convey, assign, and deliver to Buyer and Buyer shall purchase and accept, the following assets of Seller, in each case that are used solely in the IT&E Business, together with all rights, privileges and goodwill associated with such assets, other than the Excluded Assets, free and clear of all Encumbrances (collectively the ?Purchased Assets?):

(a) Tangible Personal Property. All machinery, equipment, computers, hardware, tools, supplies, furniture and all other fixed assets owned, utilized or held for use by Seller solely in or for the IT&E Business on the Closing Date.

(b) Contracts. All of Seller?s rights in, to and under all contracts to which it is a party and that relate solely to the IT&E Business, other than the Excluded Contracts (hereinafter the ?Assumed Contracts?). To the extent that any Assumed Contract for which assignment to Buyer is provided herein is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such

assignment or attempted assignment would constitute a breach thereof. The Seller and Buyer agree to use their commercially reasonable efforts (without any requirement on the part of Seller or Buyer to pay any money or agree to any change in the terms of any such Assumed Contract) to obtain the consent of such other party to the assignment of any such Assumed Contract to Buyer in all cases in which such consent is or may be required for such assignment. Buyer shall be primarily responsible for obtaining each such required consent, and Buyer shall report to Seller on a weekly basis after the Closing Date as to the status of obtaining each such consent if all such consents are not obtained prior to the Closing. Each ?Excluded Contract? (as defined in Section 2.2(b)) shall be set forth on Schedule 2.2(a).

(c) Accounts Receivable. All accounts receivable, fees earned and accrued and other rights to payment arising from the conduct of the IT&E Business, in whatever form, which arise or accrue before the Closing Date, an aged schedule of which is attached hereto as Schedule 1.1(c).

(d) Rights in ?IT&E? Name. Subject to Section 1.2(c) below, all right, title and interest of Seller, if any, in and to the name ?IT&E? and any and all derivatives thereof, including, without limitation, any domain names, together with all goodwill associated therewith, rights thereunder, remedies against infringers or any other rights or claims related thereto or arising therefrom.

(e) Leased Real Property. The leases of real property described on Schedule 1.1(e) (the ?Real Property Leases?) with respect to the real property described thereon (the ?Leased Real Property?) as well as any cash security deposit related to any such Real Property Lease, it being understood that the only Real Property Lease being assigned to and assumed by the Buyer is that which relates to the Pottstown, Pennsylvania location.

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ARTICLE IPURCHASE AND SALE OF ASSETS

(a) Tangible Personal Property. All machinery, equipment, computers, hardware, tools, supplies, furniture and all other fixed assets owned, utilized or held for use by Seller solely in or for the IT&E Business on the Closing Date.

(c) Accounts Receivable. All accounts receivable, fees earned and accrued and other rights to payment arising from the conduct of the IT&E Business, in whatever form, which arise or accrue before the Closing Date, an aged schedule of which is attached hereto as Schedule 1.1(c).

ARTICLE I

PURCHASE AND SALE OF ASSETS