ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

by and among

AETRIUM INCORPORATED

AETRIUM CORPORATION

AETRIUM-WEB TECHNOLOGY, LP

and

WEB TECHNOLOGY, INC.

Dated as of December 28, 2006

TABLE OF CONTENTS

Page

EXHIBITS

A - Product Lines

B - Business Balance Sheet

C - Form of Promissory Note

D - Form of Opinion of Counsel for Seller

E - Form of Opinion of Counsel for Buyer

F - Buyer Balance Sheet

DEFINITIONS

Defined Term   Page

ASSET PURCHASE AGREEMENT

THIS AGREEMENT, made and entered into this 28th day of December, 2006, is by and among WEB Technology, Inc., a Delaware corporation (" Buyer "), and Aetrium Incorporated, a Minnesota corporation and its affiliates Aetrium Corporation, a Minnesota corporation, and Aetrium-WEB Technology, LP, a Texas limited partnership (together, " Seller ").

RECITALS :

FIRST, Seller is engaged in the business (the " Business ") of the manufacture and sale of the product lines scheduled on Exhibit A (the " Product Lines "); and

SECOND, Buyer desires to purchase and Seller desires to sell substantially all of the assets of the Business;

NOW, THEREFORE, in consideration of the recitals and the mutual representations, warranties, covenants and agreements contained herein, and upon the terms and subject to the conditions hereinafter set forth, the parties hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF ASSETS

1.1   Transfer of Assets Subject to the terms and conditions of this Agreement, and except as otherwise provided in Sections 1.2 and 1.5 hereof, on the Closing Date (as hereinafter defined), Seller will sell, assign, transfer, and convey to Buyer, and Buyer will pur-chase, acquire and accept from Seller, all of Seller's right, title and interest in and to all of the assets, properties, rights, contracts and claims employed in connection with the Business, wherever located, whether tangible or intangi-ble, real, personal or mixed, as the same exist at the Closing (as hereinafter defined) (collectively, the " Assets "). The Assets include, without limitation, the assets, properties, rights, contracts and claims described in the following paragraphs (a) through (l):

(a)   Seller's leasehold interests in the Business premises located at 10501 Markison Road, Dallas, Texas;

(b)   title to, or Seller's leasehold interests in, all the furnishings, furniture, office supplies, spare parts, tools, machinery and equipment that are used in the operation of the Business;

(c)   title to, or Seller's leasehold interests in, all fixed assets, other than the Equipment, that are used in connection with the Business;

(d)   all quantities of inventory, including without limitation raw materials, work-in-process, finished goods and supplies, used in connection with the Business ( "Inventory" );

(e)   all accounts receivable and all notes receivable (whether short-term or long-term) from third parties arising out of the operation of the Business, together with any unpaid interest accrued thereon and any security or collateral therefor, including without limitation recoverable deposits (the " Accounts Receivable ");

(f)   all rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with products or services of the Business, or affecting the Assets;

(g)   all rights and interests of Seller in and to patents and patent applications owned by Seller or licensed to Seller by third parties and used in connection with the Business, and all rights and interests of Seller in and to research, development and commercially practiced processes, trade secrets, know-how, inventions and manufacturing, engineering and other technical information, whether owned by Seller or licensed from third parties by Seller, which are used in connection with the Business (" Technology Rights ");

(h)   all rights and interests of Seller in and to all trademarks, trade names and service marks, and registrations and applications for such trademarks, trade names and service marks, used in connection with the Business, exclusive of Aetrium and all derivatives thereof, and all rights and interests of Seller in and to copyrights, and registrations and applications for such copyrights, used in connection with the Business;

(i)   all contracts, agreements, arrangements and/or commitments of any kind which relate to the Business or the Assets;

(j)   all customer and vendor lists relating to the Business, and all files and documents (including credit information) relating to such customers and vendors, and other business and financial records, files, books and documents relating to the Assets and/or the Business, including without limitation manuals and data, sales and advertising materials, and sales, distribution and purchase correspondence relating to the Assets and/or the Business;

(k)   all prepaid charges, sums and fees and all rights to refunds per-taining to the Business; and

(l)   all other assets of Seller employed in connection with the Business of the nature reflected or reserved against in the balance sheet of the Business indicated as transferred to/assumed by Buyer on Exhibit B attached hereto ( "Business Balance Sheet" ), including as acquired since November 25, 2006 in the ordinary course of the Business and consistent with past practice.

1.2   Excluded Assets . Nothwithstanding any other terms contained herein, Seller is not hereunder selling, assigning, transferring or conveying to Buyer the following assets, rights and properties (the " Excluded Assets "):

(a)   any policies of liability or casualty insurance relating to the Business or the Assets or any prepaid premiums or other rights thereunder;

(b)   any refunds or reimbursements for income or other taxes;

(c)   any cash, depository accounts, certificates of deposit or securitites;

(d)   any payments on Accounts Receivable made by wire transfer or electronic deposit initiated or by check dated on or before December 31, 2006;

(e)   any intercompany accounts among Seller;

(f)   any right, title or interest in or to the name Aetrium and any derivative thereof;

(g)   except as provided in Section 5.7, any right, title or interest in or to Seller’s Manage 2000 enterprise management software system;

(h)   except as otherwise set forth in the last sentence of Section 1.5 hereof, any right, title and interest under all leases, contracts, agreements, licenses, permits, exemptions, franchises, variances, waivers, consents, approvals and other authorizations which are not transferable without consent (unless such consent has been obtained);

(i)   all other assets of Seller employed in connection with the Business of the nature indicated as reserved to Seller on Exhibit B attached hereto, including as acquired since November 25, 2006; and

(j)   minute books, stock record books and corporate certificates of authority.

1.3   Assumed Liabilities of Buyer . Subject to Sections 1.4 and 1.5 hereof, Buyer will assume and pay, perform and discharge as and when due the following liabilities and obligations, whether known, unknown, contingent, absolute, determined, indeterminable or otherwise on the Closing Date and whether incurred or accru-ing prior to, on or after the Closing Date, to the extent relating to or arising from the Business (" Assumed Liabilities "):

(a)   all pending customer purchase orders and deposits;

(b)   all pending supplier purchase orders;

(c)   all obligations under sales representative and distributor agreements;

(d)   all obligations under non-disclosure agreements;

(e)   Lease on the Business premises dated December 19, 1987 with Crow-Markison 22-27, as amended (" Facility Lease ");

(f)   Copier leases with Savin Credit Corp. dated by Seller on January 22, 2003 and with Ricoh Corp. dated by Seller on March 22, 2005;

(g)   all other liabilities and obligations of Seller not performed or satisfied as of the Closing Date under all of the other contracts, agreements and other commitments to which Seller is a party or by which Seller or any of its properties is bound; and

(h)   all other liabilities of Seller of the nature reflected or reserved against in the Business Balance Sheet, including as incurred since November 25, 2006 in the ordinary course of the Business and consistent with past practice.

1.4   Liabilities Not Assumed . Notwithstanding Section 1.3 hereof, Buyer will not assume and will not be liable for:

(a)   sponsorship of Seller's 401(k) plan or any liabilities in connection therewith;

(b)   any intercompany accounts among Seller;

(c)   accrued compensation, severance and related payroll taxes for employees terminated by Seller and not hired by Buyer;

(d)   all other liabilities of Seller indicated as reserved to Seller on Exhibit B attached hereto, including as incurred since November 25, 2006; and

(e)   expenses and any tax liabilities incurred by Seller in connection with the negotiation and consummation of this Agreement.

1.5   Assignments Requiring Consents . Seller will use reasonable efforts, and Buyer will cooperate with Seller, to obtain all non-governmental approvals, consents or waivers necessary to assign to Buyer all leases, contracts, licenses, agreements, sales or purchase orders, commitments, property interests, qualifications or other assets described in Section 1.1 hereof or any claim, right or benefit arising thereunder or resulting therefrom (the " Interests ") as soon as practi-cable; provided, however, that neither Seller nor Buyer will be obligated to pay any consideration therefor (except for filing fees and other ordinary administrative charges which will be paid by Buyer) to the third party from whom such approval, consent or waiver is requested.

To the extent any of the approvals, consents or waivers referred to above have not been obtained by Seller as of the Closing, Buyer may elect by written notice to Seller to exclude the

applicable Interests and liabilities in connection therewith from the Assets and the Assumed Liabilities. In the event Buyer does not make such election, and without limiting the rights of Buyer under this Agreement, Seller will (a) take all reasonable steps necessary to obtain the consent of any such third party, (b) cooperate with Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Interests to Buyer so long as Buyer fully cooperates with Seller in such arrangements and promptly reimburses Seller for all payments, charges or other liabilities made or suffered by Seller in connection therewith (provided that nothing herein will require Buyer to make any payment or reimbursement of any consideration for third party consent not agreed to by Buyer), and (c) enforce, at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such Interests against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interests in accordance with the terms thereof upon the written advice of Buyer). To the extent that Seller enters into lawful arrangements designed to provide the benefits of any Interests as set forth in clause (b) above, such Interests will be deemed to have been assigned to Buyer for purposes of Section 1.1 hereof.

1.6   Purchase Price . The aggregate purchase price to be paid by Buyer to Seller for the Assets (the " Purchase Price ") will be Five Hundred Twenty-Two Thousand Dollars ($522,000). The Purchase Price will be paid by delivery to Seller at Closing of a promissory note executed by Buyer and payable to the order of Seller, such note payable in equal quarterly installments over two (2) years with interest at the annual rate of five percent (5%) and otherwise issued on the terms contained in and in the form of Exhibit C hereto (the " Note ").

1.7   Allocation of Purchase Price .

(a)   Buyer will prepare (or cause to be prepared) an allocation (the " Allocation Schedule ") of the Purchase Price (plus Assumed Liabilities and Buyer's expenses of the transaction) among the Assets. Such allocation will be made in accordance with Code Section 1060 and any applicable rules or regulations thereunder. Seller will have the right to review and reasonably approve the Allocation Schedule, and Seller and Buyer will consult and resolve in good faith any issues arising as a result of Seller's review of such Allocation Schedule.

(b)   Seller and Buyer (1) will be bound by the allocation contained in the Allocation Schedule for purposes of determining any and all consequences with respect to Taxes of the transactions contemplated herein, (2) will prepare and file all tax returns to be filed with any tax authority in a manner consistent with such Allocation Schedule (including Form 8594, "Asset Acquisition Statement"), and (3) will take no position inconsistent with such Allocation Schedule in any tax return, any discussion with or proceeding before any tax authority, or otherwise. In the event that such Allocation Schedule is disputed by any tax authority, the party receiving notice of such dispute will promptly notify the other party thereof.

ARTICLE II

CLOSING

2.1   Closing . The closing of the transac-tions contemplated hereby (the " Closing ") will take place on December 31, 2006 or, if later, two (2) business days following the satisfaction or waiver of all of the conditions to the parties' obligations set forth in Articles VI   and VII, unless the parties otherwise mutual-ly agree (the " Closing Date "). All matters at the Closing will be considered to take place simultaneously effective immediately after the close of business on the Closing Date and no de-livery of any document will be deemed complete until all transactions and deliveries of documents are completed.

2.2 Deliveries of Seller . At the Closing, Seller will deliver the following documents to Buyer:

(a)   such bills of sale, endorsements, assignments (together with any necessary consents), deeds and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Buyer and its counsel, to vest in Buyer valid legal title to the Assets;

(b)   the certificate required of Seller pursuant to Section 6.1 hereof;

(c)   an opinion of counsel for Seller, substantially in the form of Exhibit D attached hereto; and

(d)   any other documents reasonably requested by Buyer, to confirm the accuracy of the representations and warranties and the performance of the agreements of Seller hereunder.

2.3   Deliveries of Buyer . At the Closing, Buyer will deliver to Seller the following:

(a)   such instruments of assumption, in form and substance reasonably satisfactory to Seller and its counsel, to constitute an assumption by Buyer of all Assumed Liabilities;

(b)   the Note;

(c)   the certificate required of Buyer pursuant to in Section 7.1 hereof;

(d)   the opinion of counsel for Buyer, in the form of Exhibit E attached hereto; and

(e)   any other documents reasonably requested by Seller, to confirm the accuracy of the representations and warranties and the performance of the agreements of Buyer hereunder.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

3.1   Corporate Organization . Aetrium Incorporated, Aetrium Corporation and Aetrium-WEB Technology Inc., the general partner of Aetrium-WEB Technology, LP ( "General Partner" ), are each a corporation duly organized, validly existing and in good standing under the Laws of the state of Minnesota, and Aetrium-WEB Technology, LP is a limited partnership duly organized, validly existing and in good standing under the Laws of the state of Texas. Each Seller and the General Partner has full organizational power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets.

3.2   Authorization . Each Seller and the General Partner has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary organizational action. This Agreement has been duly and validly executed by each Seller and constitutes the valid and binding legal obligation of each Seller, enforce-able against such Seller in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.3   Non-Contravention . Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) result in the creation or imposition of any Encumbrance upon any property or assets of Seller, or (b) violate any treaty, law, rule, regulation, order, judgment or decree (individually and collectively, " Law(s) ") of any foreign, federal, state or local governmental or quasi-governmental administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (individually and collectively, " Authorit(y)(ies) ") to which Seller is subject.

3.4