ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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Title: ASSET PURCHASE AGREEMENT
Governing Law: California Date: 1/4/2006
Industry: HTHEQP

Exhibit 2

Exhibit 2.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

BY AND AMONG

BRITESMILE, INC.,

BRITESMILE DEVELOPMENT, INC.,

BRITESMILE INTERNATIONAL, LTD.

AND

DISCUS DENTAL, INC.

December 30, 2005

TABLE OF CONTENTS

			PAGE

ARTICLE 1 DEFINITIONS AND USAGE			2

	1.1	Definitions	2

	1.2	Usage	11

ARTICLE 2 SALE AND TRANSFER OF ACQUIRED ASSETS; CLOSING			12

	2.1	Assets to Be Sold	12

	2.2	Excluded Assets	14

	2.3	Consideration	15

	2.4	Liabilities	16

	2.5	Allocation of Purchase Price	16

	2.6	Closing	17

	2.7	Closing Obligations	17

	2.8	Consents	18

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS			20

	3.1	Organization and Good Standing	20

	3.2	Authorization of Transaction	20

	3.3	Non-contravention	21

	3.4	Consents and Approvals	21

	3.5	Financial Statements	21

	3.6	Sufficiency of Assets	21

	3.7	Title to Assets; Encumbrances	22

	3.8	Condition of Personal Property	22

	3.9	Inventories	22

	3.10	No Undisclosed Liabilities	22

	3.11	Taxes	22

	3.12	No Material Adverse Effect	23

	3.13	Employee Benefits	23

	3.14	Proprietary Rights	24

	3.15	Legal Compliance	24

	3.16	Legal Proceedings	23

	3.17	Contracts	24

-i-

TABLE OF CONTENTS
(CONTINUED)

			PAGE

	3.18	Absence of Certain Changes and Events	24

	3.19	Environmental Matters	25

	3.20	Labor Matters	25

	3.21	No Other Agreement to Sell Acquired Assets	25

	3.22	Brokers or Finders	26

	3.23	Sale of Products	26

	3.24	Performance of Services	26

	3.25	FDA and Regulatory Matters	26

	3.26	Governmental Authorizations	27

	3.27	Financial Capacity	27

	3.28	No Real Property	27

	3.29	Certain Business Practices	27

	3.30	Full Disclosure	28

	3.31	NO OTHER REPRESENTATIONS OR WARRANTIES	28

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER			28

	4.1	Organization and Good Standing	28

	4.2	Authorization of Transaction	28

	4.3	Non-contravention	28

	4.4	Consents and Approvals	28

	4.5	Legal Proceedings	29

	4.6	Brokers or Finders	29

	4.7	No Other Representations	29

ARTICLE 5 COVENANTS OF SELLERS PRIOR TO CLOSING			29

	5.1	Access and Investigation	29

	5.2	Operation of the Associated Center Business	29

	5.3	Negative Covenant	31

	5.4	Required Approvals	31

	5.5	Notification	31

	5.6	No Negotiation	32

	5.7	Governmental Filings	32

-ii-

TABLE OF CONTENTS
(CONTINUED)

			PAGE

	5.8	Shareholder Approval	33

	5.9	Payment of Outstanding Debt	33

	5.10	Efforts to Satisfy Conditions	33

ARTICLE 6 COVENANTS OF BUYER PRIOR TO CLOSING			33

	6.1	Required Approvals	33