Lote 79 Listado# 1102797 ICP Perkin Elmer OPTIMA 7000 DV

Whereas, Seller is the owner of and desires to sell, and Purchaser desires to buy, the used equipment described herein pursuant to the terms and conditions contained in this Agreement;

Now, therefore, in consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Used Equipment Sold to Purchaser.

(a) Sale of Used Equipment. Seller agrees to sell, and Purchaser agrees to buy, the used equipment set forth in Exhibit A attached hereto and made part hereof (the ?Equipment?).

(b) Purchase Price, Payment. In full consideration for the sale of the Equipment hereunder, Purchaser shall pay Seller .The price for the Equipment excludes all transportation costs, freight, and insurance costs. Purchaser shall pay Seller in US Dollars according to the payment instructions provided by EquipNet. Payment of the full purchase price must be made before Purchaser may remove the Equipment from Seller?s premises.

(c) Taxes. Purchaser shall be responsible for any sales, use, excise, value-added, services, consumption and other tax on the sale of the Equipment to Purchaser (except for taxes based on Seller?s net income from the sale), as well as all fees of any nature related to the sale, transportation, ownership, disposition, and/or disposal of the Equipment.

2. Disclaimer of Warranties. THE EQUIPMENT IS BEING SOLD UNDER THIS AGREEMENT TO PURCHASER ?AS IS? AND ?WITH ALL FAULTS.? SELLER DOES NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

3. Delivery. The delivery of the Equipment shall be EXW Seller?s location at . The date for delivery shall be on the date that Seller receives the full purchase price for the Equipment. Purchaser shall arrange for and bear all costs and expenses incurred in preparing, dismantling, handling and loading the Equipment for shipment to Purchaser. Purchaser and outside service providers it may retain to dismantle, remove and load shall at all times conduct themselves in a lawful and workmanlike manner and in compliance with all of Seller?s workplace and safety rules established for Seller?s facility.

4. Risk of Loss and Title. Risk of loss and title to the Equipment shall pass to Purchaser upon the delivery date pursuant to Section 3.

5. Installation. Purchaser shall be solely responsible for installation of the Equipment at Purchaser?s facilities and Seller shall have no responsibility or liability arising from such installation.

6. Purchaser Indemnification. Purchaser and its officers, directors, employees, contractors, agents, successors and assigns hereby release Seller, and agree to defend, indemnify and hold Seller and its affiliates, and their respective officers, directors, employees, agents, successors and assigns (collectively the ?Seller Indemnitees?) harmless from and against any and all claims, actions, demands, lawsuits, losses, damages, costs, expenses, judgments, fines, penalties, and liabilities (including reasonable attorney?s fees and courts costs) arising directly or indirectly from or related to (1) the Purchaser?s preparation, dismantling, handling, loading and removal of the Equipment from Seller?s facility for shipment to Purchaser, including but not limited to any claim for personal injuries, death, or property damage to any person (including the Purchaser and its employees and agents and the Seller Indemnitees); (2) Purchaser?s use and operation of the Equipment after removal from Seller?s facility, including but not limited to any claim for personal injuries, death, or property damage to any person; and (3) any breach of the terms and conditions of this Agreement by Purchaser.

7. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE UNDER THIS AGREEMENT TO THE PURCHASER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER, AND PURCHASER?S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THE EQUIPMENT.

8. Purchaser Compliance with Laws. Upon the Effective Date of this Agreement and at all times thereafter, Purchaser shall be solely responsible for compliance with all federal, state and local laws, rules, regulations, and ordinances pertaining to its installation, arrangement, use, export, and/or disposal of the Equipment.

9. Purchaser?s Breach of Agreement. In the event Purchaser breaches its payment obligations set forth in Section 1 of this Agreement or fails to timely remove the Equipment from Seller?s premises as required in Section 3 of this Agreement, Purchaser acknowledges and agrees that it shall lose any and all rights, title to and interest in the Equipment which Purchaser may have obtained pursuant to this Agreement or otherwise, and that Purchaser shall be liable to Seller for all costs and expenses incurred by Seller as a result of such breach, including but not limited to Seller?s reasonable attorney?s fees.

10. Excusable Delays. Neither Party shall be in default by reason of failure in performance of its obligations under this Agreement, except for the payment of money, if such failure arises out of causes beyond its reasonable control and without the fault or negligent act or omission of the party failing to perform. Such causes are limited to: acts of God, acts of the government in either its sovereign or contractual capacity, war, fires, floods, epidemics, quarantine restrictions, freight embargoes, or work stoppages. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within three (3) business days of its occurrence, but in no event more than ten (10) days after its onset. If Purchaser?s performance is delayed over thirty (30) days, Seller may terminate this Agreement without liability.

11. Independent Contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party?s employees or agents. Neither Purchaser nor Seller has the authority to bind the other, to incur any liability or otherwise act on behalf of the other. Each Party shall be solely responsible for payment of its employees? salaries (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

12. Dispute Resolution; Choice of Law.

(a) Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law principals. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

(b) Dispute Resolution. All disputes arising out of or in connection with the interpretation, application or enforcement of this Agreement shall be settled by final and binding arbitration. Such arbitration shall be conducted in New York, pursuant to the commercial arbitration rules of the American Arbitration Association in effect at the time the arbitration is commenced. The decision of the arbitrators, which may include interest, shall be final and binding on the Parties to this Agreement and may be entered and enforced in any court of competent jurisdiction by either Party. The arbitration shall be pursued and brought to conclusion as rapidly as possible. The prevailing Party in the arbitration proceeding shall be awarded reasonable attorneys? fees, expert witness costs and expenses, and all other costs and expenses incurred in connection with such proceeding, unless the arbitrators shall for good cause determine otherwise.

13. Attorney?s Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights hereunder, the prevailing Party shall be entitled to recover its reasonable attorney?s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

14. Headings; Construction. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.

15. Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

16. Counterparts, Authorized Signatories. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. It is also agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.

17. Entire Agreement; Modification; Waiver. This Agreement and any Exhibits hereto is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter

  In witness whereof, the Parties hereto have executed this Used Equipment Purchase Agreement on the date set forth below.

PURCHASER

By: Name: Title: Date:

SELLER

By: Name: Eric Antman Title: CFO Date:

Exhibit A. Equipment List.