ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into effective as of the 29 ^nd day of December, 2006 (the "Closing Date"), by and among PRACTICEXPERT of Oklahoma, Inc., an Oklahoma corporation ("Seller"), and AcSel Corporation , a Virginia corporation or a limited liability company to be formed ("Buyer").

RECITALS

A.   Seller is a medical billing and collections company (the "Business"), and Seller owns all of the Assets (as hereinafter defined) used in connection with the Business.

B.   Seller desires to sell, transfer and assign the Assets to Buyer, and Buyer desires to purchase the Assets from Seller, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF ASSETS;

ASSUMPTION OF CERTAIN LIABILITIES

Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as hereinafter defined), Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase, acquire and accept from Seller, free and clear of all claims, liens, restrictions, encumbrances or security interests of any nature whatsoever, all of Seller's right, title and interest in and to all of the rights, properties, contracts and other assets of Seller used in the Business, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, and wherever located, as more fully described on Exhibit A . Except for the Assets listed on Exhibit A , all other assets of the Seller are excluded from this transaction. The Assets include:

(a)   Equipment . Such furniture, fixtures, machinery, equipment, computers and computer equipment, parts, tools, supplies, signage, manuals, training materials and other items of equipment used in the Business as described on Exhibit A (collectively, the "Equipment").

(b)   Contract Rights . All of Seller's rights under all contracts and leases of Seller listed on Exhibit A (the "Assumed Contracts").

(c)   Intellectual Property . The name "Cancer Care Network" and all variations thereof; all computer programs, software, manuals and related rights; and all other intellectual property rights of any character or description used by the Business listed on Exhibit A (collectively, the "Intellectual Property").

(d)   Books and Records . All of the patient lists and records, mailing lists, marketing, sales and promotional materials and records, manuals, training materials, and similar items, and all books, records, files, computer software, data or databases, correspondence, memoranda, notes and other documents or papers and other evidence thereof relating to the Business listed on or implied as being part of the Equipment, Assumed Contracts or Intellectual Property on Exhibit A (collectively, the "Books and Records").

(e)   Permits . All assignable permits (as hereinafter defined) owned or held by Seller for use by the Business, and all rights related thereto listed on or implied as being part of the Equipment, or Assumed Contracts or Intellectual Property on Exhibit A .

Buyer shall not purchase, and Seller shall retain, all assets of Seller except those listed on Exhibit A or as otherwise described above including, but not limited to:

(b)   all other personal property owned by Seller;

(c)   all rights or obligations under all contracts of Seller other than the Assumed Contracts including, by way of illustration and without limitation (i) any employment agreements, Employee Plans (as hereinafter defined) or other employment related contracts or arrangements and (ii) any contract representing any indebtedness; and

(d)   all accounts receivable.

Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Buyer agrees to assume only those obligations described herein (the "Assumed Liabilities"):

(a)   The Assumed Contracts which are required to be performed after the Closing Date.

(b)   $2,000 to be allocated to Seller’s December, 2006 rent,

(c)   Seller's payroll for the last 2 week period of December, 2006 for period ending December 29, 2006,

(d)   The pro-rata share of Seller's phone costs from December 22, 2006 to December 31, 2006, not to exceed $1,900.00.

(e)   Buyer shall assume only the Assumed Liabilities described above. All other obligations, debts, taxes, operating expenses, rent, utilities and other liabilities of Seller of any kind, character or description, whether accrued, absolute, contingent or otherwise, shall not be assumed by Buyer and shall be retained by Seller.

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ARTICLE II

PURCHASE PRICE

The aggregate purchase price for the sale and purchase of the Assets (the "Purchase Price") shall be equal to the amount of money payable to Seller pursuant to licensing costs for use of the PRACTICEXPERT software for each practice or user using said software.

Upon the terms and subject to the conditions set forth in this Agreement, the closing of the sale and purchase of the Assets (the "Closing") shall take place: (a) at the offices of Buyer’s counsel in Virginia Beach, Virginia, (b) on or before December 22, 2006 or at such other place and time as the parties hereto may mutually agree and shall be effective as of that date (the "Closing Date").

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

(a)   Buyer shall initiate payments to Seller of the amounts set forth in Section 2.1.

(b)   Seller shall deliver to Buyer such deeds, bills of sale, endorsements, assignments, approvals, authorizations and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Buyer, as shall be effective to vest in Buyer all of Seller's right, title and interest in and to the Assets and, simultaneously therewith, will take such steps as may be necessary to place Buyer in actual possession and operating control of the Assets. Delivery of the Assets shall be made at the premises of Seller or as otherwise mutually agreed to between Buyer and Seller.

(c)   Seller and Buyer shall deliver to each other such other documents, certificates, instruments and writings required to be delivered to pursuant to this Agreement.

(d)   Beginning with the December, 2006, client invoicing, Buyer will receive all monies billed to existing Seller clients except as set forth on Exhibit A.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

Seller is duly organized, validly existing and in good standing under the laws of the State of Oklahoma and has all requisite power and authority to own, lease and operate its properties and the Assets and to carry on its business as now being conducted. Seller is duly qualified to do business and in good standing in each jurisdiction in which the nature of its business or the ownership, lease or operation of its assets makes such qualification necessary.

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Seller has all requisite power and authority to execute and deliver this Agreement and each other agreement, instrument or document to be executed and delivered by Seller pursuant hereto (collectively, the "Related Agreements"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements by Seller, the performance of this Agreement and the Related Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and no other proceeding on the part of Seller is necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon its execution and delivery by Seller, each Related Agreement will constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

(a)   The execution and delivery of this Agreement and the Related Agreements by Seller does not, and the performance of this Agreement and the Related Agreements by Seller and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or violate the articles of incorporation or bylaws, in each case as amended or restated, of Seller, (ii) conflict with or violate any United States federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Seller or by or to which any of their properties or assets is bound or subject or (iii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any lien, encumbrance, security interest, mortgage, pledge, claim, option or restriction of any kind whatsoever (collectively "Liens") on any of the properties or assets of Seller (including, without limitation, the Assets) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (collectively, "Contracts") to which Seller is a party or by which any of its properties or assets (including, without limitation, the Assets) is bound.

(b)   The execution and delivery of this Agreement and the Related Agreements by Seller does not, and the performance by Seller of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not, require Seller to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any court, administrative agency or commission or other governmental entity, authority or instrumentality, whether foreign or domestic (a "Governmental Entity"), or any third party.

(a)   Seller shall have, prior to Closing delivered to Buyer (i) Seller's financial statements for the fiscal years ended December 31, 2003, 2004 and 2005, and (ii) its year to date financial statements as of the Closing Date for 2006, all of which have been compiled by Seller’s accountant (collectively, the "Seller Financial Statements").

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(b)   Except as set forth in the Seller Financial Statements, (i) Seller is not subject to any liability or obligation (whether direct or indirect, accrued, fixed, contingent or otherwise), other than immaterial current liabilities and obligations incurred in the ordinary and usual course of business consistent with past practice, and (ii) and there are no facts or circumstances of which Seller has knowledge that could result in any claims against or obligations or liabilities of Seller that, alone or in the aggregate, reasonably could be expected to have a material adverse effect on the business, assets, results of operations, condition (financial or otherwise) or prospects of Seller (a "Material Adverse Effect").

Seller is the true and lawful owner of, and owns all right, title and interest in and to, all of the Assets, free and clear of all Liens. Upon the sale of the Assets to Buyer pursuant to this Agreement, (a) all right, title and interest in and to all of the Assets, free and clear of all Liens, will pass to Buyer on the Closing Date and (b) all of the Assumed Contracts, Intellectual Property and Permits included in the Assets shall be validly assigned to Buyer by written instruments and, except to the extent thereafter amended by Buyer, Buyer shall have all of the rights and privileges thereunder after the Closing Date to the same extent as though Buyer were the original party thereto.

All of the Assets (i) are structurally sound, are in good operating condition and repair (subject to routine maintenance in the ordinary course of business) and are adequate for the uses to which they are being put in the Business, (ii) constitute all of the assets and properties necessary and sufficient for the continued conduct of the Business by Buyer after the Closing in the same manner as conducted prior to the Closing and (iii) are reflected on the Seller Financial Statements in accordance with GAAP.

(a)   Exhibit A sets forth a true, correct and complete list of all Assumed Contracts to which Seller is a party.

(b)   Each of the Assumed Contracts listed in Exhibit A is valid, binding and enforceable in accordance with its terms and there is not any existing default or event of default, or any event which, with or without notice or lapse of time or both, would constitute a default under any of such Assumed Contracts by Seller or, to the knowledge of Seller, by any other party thereto. In addition, with respect to each such Assumed Contract that is a lease of real or personal property, (i) such lease creates a valid leasehold interest in all premises or property purported to be leased thereunder, (ii) Seller is in possession and quiet enjoyment of all of such p