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TABLE OF CONTENTS

ARTICLE I. PURCHASE AND SALE OF ASSETS

SECTION 1.1	PURCHASE AND SALE OF ASSETS
SECTION 1.2	ASSUMED LIABILITIES
SECTION 1.3	PURCHASE PRICE AND PAYMENT
SECTION 1.4	TIME AND PLACE OF CLOSING
SECTION 1.5	TRANSFER OF THE MAMMOGRAPHY INTELLECTUAL PROPERTY
SECTION 1.6	DELIVERY OF LOAN AGREEMENT
SECTION 1.7	FURTHER ASSURANCES
SECTION 1.8	ALLOCATION OF PURCHASE PRICE
SECTION 1.9	TRANSFER TAXES

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLER

SECTION 2.1	ORGANIZATION AND QUALIFICATION OF SELLER
SECTION 2.2	SUBSIDIARIES
SECTION 2.3	AUTHORIZATION OF TRANSACTION
SECTION 2.4	COMPLIANCE WITH OBLIGATIONS AND LAWS
SECTION 2.5	NO CONFLICT OF TRANSACTION WITH OBLIGATIONS AND LAWS
SECTION 2.6	SEC FILINGS; FINANCIAL STATEMENTS
SECTION 2.7	ABSENCE OF CERTAIN CHANGES
SECTION 2.8	PAYMENT OF TAXES
SECTION 2.9	TITLE TO THE MAMMOGRAPHY INTELLECTUAL PROPERTY
SECTION 2.10	INTELLECTUAL PROPERTY RIGHTS
SECTION 2.11	ERISA AND EMPLOYEE BENEFITS
SECTION 2.12	LITIGATION
SECTION 2.13	FINDERS FEE
SECTION 2.14	OPINION OF FINANCIAL ADVISOR
SECTION 2.15	BOOKS AND RECORDS
SECTION 2.16	DISCLOSURE OF MATERIAL INFORMATION

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF BUYER

SECTION 3.1	ORGANIZATION OF BUYER
SECTION 3.2	AUTHORIZATION OF TRANSACTION
SECTION 3.3	NO CONFLICT OF TRANSACTION WITH OBLIGATIONS AND LAWS

ARTICLE IV. CONDUCT OF BUSINESS

SECTION 4.1	COVENANTS OF SELLER
SECTION 4.2	COOPERATION
SECTION 4.3	CONFIDENTIALITY

ARTICLE V. ADDITIONAL AGREEMENTS

SECTION 5.1	NO SOLICITATION
SECTION 5.2	PROXY STATEMENT
SECTION 5.3	ACCESS TO INFORMATION
SECTION 5.4	SELLER MEETING

SECTION 5.5	LEGAL CONDITIONS TO CLOSING
SECTION 5.6	PUBLIC DISCLOSURE
SECTION 5.7	NOTIFICATION OF CERTAIN MATTERS
SECTION 5.8	EMPLOYMENT ARRANGEMENTS AND EMPLOYEE BENEFITS
SECTION 5.9	POST-CLOSING CONTRACTUAL ARRANGEMENTS
SECTION 5.10	LOAN TO SELLER

ARTICLE VA. LICENSE AGREEMENT

SECTION 5A.1.	LICENSE
SECTION 5A.2	ADDITIONAL LIMITATIONS AND RESTRICTIONS
SECTION 5A.3	CONFIDENTIALITY
SECTION 5A.4	PROPRIETARY NOTICES
SECTION 5A.5	MAINTENANCE OF RECORDS; AUDIT
SECTION 5A.6	NO WARRANTY
SECTION 5A.7	LIMITATION OF LIABILITY
SECTION 5A.8	TERM AND TERMINATION
SECTION 5A.9	EFFECT OF TERMINATION

ARTICLE VI. CONDITIONS TO CLOSING

SECTION 6.1	CONDITIONS TO EACH PARTYS OBLIGATION TO CLOSE
SECTION 6.2	ADDITIONAL CONDITIONS TO OBLIGATIONS OF BUYER
SECTION 6.3	ADDITIONAL CONDITIONS TO OBLIGATIONS OF SELLER

ARTICLE VII. TERMINATION AND AMENDMENT

SECTION 7.1	TERMINATION
SECTION 7.2	EFFECTS OF TERMINATION
SECTION 7.3	FEES, EXPENSES, LOAN REPAYMENT
SECTION 7.4	AMENDMENT
SECTION 7.5	EXTENSION; WAIVER

ARTICLE VIII. INDEMNIFICATION

SECTION 8.1	DEFINITIONS AND RULES
SECTION 8.2	INDEMNIFICATION BY SELLER
SECTION 8.3	INDEMNIFICATION BY BUYER
SECTION 8.4	NOTICE
SECTION 8.5	DEFENSE OF THIRD PARTY ACTIONS
SECTION 8.6	MISCELLANEOUS
SECTION 8.7	PAYMENT OF INDEMNIFICATION

ARTICLE IX. ADDITIONAL POST-CLOSING AGREEMENTS

SECTION 9.1	BOOKS AND RECORDS; TAX MATTERS
SECTION 9.2	NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS
SECTION 9.3	COVENANT NOT TO COMPETE
SECTION 9.4	FINANCIAL STATEMENTS