Exhibit 10.45

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of October 3, 2007, is entered into by and among Averion International Corp., a Delaware corporation and IT&E International, Inc., a California corporation (together, the “Seller”) on the one hand; and IT&E, Inc., a Pennsylvania corporation (“Buyer”), and Phil Clarke and Harvey F. Greenawalt (individually, a “Shareholder,” and collectively, the “Shareholders”) on the other hand.

RECITALS

A.                                    Capitalized terms not otherwise defined as they are referenced herein shall have the meanings ascribed to such terms in Section 13.1 below.

B.                                      Seller operates a business known as the staffing services operating segment of Seller, which provides staffing and regulatory compliance and validation services to life sciences companies (the “IT&E Business”).

C.                                      Seller desires to sell to Buyer, and Buyer desires to purchase from the Seller, the Purchased Assets that relate to the IT&E Business at the price and under the specified terms and conditions as set forth herein.

NOW THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1.                               Assets to be Transferred .    Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, convey, assign, and deliver to Buyer and Buyer shall purchase and accept, the following assets of Seller, in each case that are used solely in the IT&E Business, together with all rights, privileges and goodwill associated with such assets, other than the Excluded Assets, free and clear of all Encumbrances (collectively the “Purchased Assets”):

(a)                                   Tangible Personal Property .      All machinery, equipment, computers, hardware, tools, supplies, furniture and all other fixed assets owned, utilized or held for use by Seller solely in or for the IT&E Business on the Closing Date.

(b)                                   Contracts .    All of Seller’s rights in, to and under all contracts to which it is a party and that relate solely to the IT&E Business, other than the Excluded Contracts (hereinafter the “Assumed Contracts”). To the extent that any Assumed Contract for which assignment to Buyer is provided herein is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such

assignment or attempted assignment would constitute a breach thereof. The Seller and Buyer agree to use their commercially reasonable efforts (without any requirement on the part of Seller or Buyer to pay any money or agree to any change in the terms of any such Assumed Contract) to obtain the consent of such other party to the assignment of any such Assumed Contract to Buyer in all cases in which such consent is or may be required for such assignment. Buyer shall be primarily responsible for obtaining each such required consent, and Buyer shall report to Seller on a weekly basis after the Closing Date as to the status of obtaining each such consent if all such consents are not obtained prior to the Closing. Each “Excluded Contract” (as defined in Section 2.2(b) ) shall be set forth on Schedule 2.2(a) .

(c)                                   Accounts Receivable .    All accounts receivable, fees earned and accrued and other rights to payment arising from the conduct of the IT&E Business, in whatever form, which arise or accrue before the Closing Date, an aged schedule of which is attached hereto as Schedule 1.1(c).

(d)                                   Rights in “IT&E” Name .    Subject to Section 1.2(c) below, all right, title and interest of Seller, if any, in and to the name “IT&E” and any and all derivatives thereof, including, without limitation, any domain names, together with all goodwill associated therewith, rights thereunder, remedies against infringers or any other rights or claims related thereto or arising therefrom.

(e)                                   Leased Real Property .    The leases of real property described on Schedule 1.1(e) (the “Real Property Leases”) with respect to the real property described thereon (the “Leased Real Property”) as well as any cash security deposit related to any such Real Property Lease, it being understood that the only Real Property Lease being assigned to and assumed by the Buyer is that which relates to the Pottstown, Pennsylvania location.

(f)                                     Personal Property Leases .     All leases of machinery, equipment, vehicles, furniture and other personal property leased by Seller solely for the IT&E Business and that are set forth on Schedule 1.1(f) (the “Personal Property Leases”).

(g)                                  Records; Databases .     All books, records, ledgers, databases (including, without limitation the Customer Relationship Management Database of the IT&E Business), data and files of Seller related solely to the IT&E Business of every kind including, without limitation, client and investor lists, agreements with all clients, operating and marketing plans, advertising and promotional materials, accounting records, personnel and payroll records, and all other documents, tapes, discs, programs or other embodiments of information of the Seller, provided that Seller may keep a copy of any such records necessary for audit, litigation or other legitimate business purposes.

1.2.                               Excluded Assets .    The provisions of Section 1.1 notwithstanding, the Purchased Assets shall not include, and Seller shall not sell, transfer, assign, convey or deliver to Buyer, and Buyer will not purchase or accept, the following assets of Seller (collectively, the “Excluded Assets”):

(a)                                   Cash .   Any and all cash and cash equivalents of Seller in existence or accrued prior to the Closing Date, including, without limitation, any cash that relates to the IT&E Business, including, without limitation, the Purchase Price, but excluding any account receivable contemplated by Section 1.1(c) to the extent the same may be deemed a cash equivalent.

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(b)                                   Organizational Documents .     (i)  Seller’s charter documents, taxpayer and other identification numbers, minute books, capitalization tables and other documents relating to the organization, maintenance and existence of IT&E International, Inc., a California corporation, (ii) any qualification to do business in any state, or (iii) any of the rights of Seller under this Agreement (or any related agreement between Seller, on the one hand, and the Buyer, on the other hand, entered into on or after the date of this Agreement).

(c)                                   Limited Use of “IT&E” Name .     Seller shall have and retain the right to use and display the name “IT&E” and its derivatives in connection with descriptions of Seller in which the phrase “formerly known as IT&E International Group” or similar wording is reasonably required, and Buyer hereby grants Seller the right to so use and display such name for such purpose. In addition, the parties acknowledge and agree that IT&E International, Inc. shall continue to exist as a wholly-owned subsidiary of Seller after the Closing and that Seller may continue to own, operate and display the name IT&E International, Inc. until such time as the same may be dissolved in accordance with applicable laws and without resulting in any adverse tax consequence or other Liability to Seller, provided that Seller does not use IT&E International, Inc. or its name in a manner that is inconsistent with this Agreement or to engage in any activity expressly precluded pursuant to Section 11.7.

ARTICLE II

ASSUMPTION OF LIABILITIES

2.1.                               Liabilities to be Assumed .    On the Closing Date, Buyer will assume and agree to discharge any and all Liabilities related to or otherwise associated with the IT&E Business, except the Excluded Liabilities (collectively the “Assumed Liabilities”). The Assumed Liabilities shall include, but not be limited to, the following:

(a)                                   Obligations under Assumed Contracts .     All obligations under the Assumed Contracts, including without limitation, obligations:  (i) to furnish goods, services, and other non-cash benefits to a third party after the Closing, (ii) to pay for goods, services or other non-cash benefits that a third party will furnish after the Closing, or (iii) to indemnify any third party pursuant to the terms of any such Assumed Contract.

(b)                                   Obligations under Real Property Leases .     All obligations under the Real Property Leases arising after the Closing Date, including, without limitation, any letter of credit required by the Landlord thereunder for future performance.

(c)                                   Accounts Payable .     All accounts payable and other payment obligations to third parties arising from or related to the IT&E business, in whatever form, which arise or accrue prior to the Closing Date, an aged schedule of which is attached hereto on Schedule 2.1(c) (collectively, the “Accrued Accounts Payable”).

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2.2.                               Excluded Liabilities .    Buyer is not assuming the following Liabilities of the IT&E Business or Seller which shall be and remain the responsibility of Seller  (collectively, the “Excluded Liabilities”):

(a)                                   Excluded Contracts .     Any and all Liabilities under the agreements and contracts listed on Schedule 2.2(a) and any contract that does not relate solely to the IT&E Business (the “Excluded Contracts”).

(b)                                   Michael Watts Dispute .     Any Liability that may become due or owing to Michael Watts arising out of the current dispute with Mr. Watts.

(c)                                   Evonne Portland Dispute .     Any Liability that may become due or owing to Evonne Portland arising out of the current dispute with Ms. Portland.

(d)                                   Relocation Expenses .     Any Liability related to any relocation expenses claimed by any former officer or director of Seller.

(e)                                   Governmental Investigations .     Any Liability associated with any action brought by a governmental entity with respect to the activities of the IT&E Business.

(f)                                     Shareholder Actions .     Any Liability arising from any action by a stockholder of the Seller for actions or conduct relating to this Agreement or action undertaken by any officer or director of the Seller which is not disclosed on Schedule 2.2(f) .

ARTICLE III

PURCHASE PRICE - PAYMENT

3.1.                               Purchase Price .    The aggregate purchase price for the Purchased Assets and assumption of the Assumed Liabilities shall be $2,275,000 which amount shall be paid as set forth in this Article III (the “Purchase Price”).

3.2.                               Payment of Purchase Price .    The Purchase Price shall be paid by Buyer as follows:

(a)                                   At the Closing, Buyer shall deliver to Seller such documents and instruments as are reasonably required to evidence the assumption of the Assumed Liabilities.

(b)                                   At the Closing, Buyer shall make a cash payment to Seller in the aggregate amount of Four Hundred Fifty-Five Thousand Dollars ($455,000) payable by wire transfer of immediately available funds to an account or accounts designated by the Seller in writing at least two (2) days before the Closing.

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(c)                                   Buyer shall pay the Seller an additional Two Hundred and Fifty Thousand Dollars ($250,000) in cash by wire transfer of immediately available funds to a bank account identified by Seller in accordance with the following:

(i)                                      Eighty Three Thousand Three Hundred Thirty-Three Dollars ($83,333) shall be paid on or before January 31, 2008;

(ii)                                   An additional Eighty Three Thousand Three Hundred Thirty-Three Dollars ($83,333) shall be paid on or before April 30, 2008; and

(iii)                                An additional Eighty Three Thousand Three Hundred Thirty-Four Dollars ($83,334) shall be paid on or before July 31, 2008.

(d)                                   At the Closing, Buyer shall deliver to Seller an originally executed promissory note in the form attached hereto as Exhibit C (the “Term Note”), in principal amount of Eight Hundred Thousand Dollars ($800,000).

(e)                                   At the Closing, Buyer shall deliver to Seller an originally executed promissory note in the form attached hereto as Exhibit D (the “Interest Only Note”), in principal amount of Seven Hundred Seventy Thousand Dollars ($770,000).

3.3.                               Allocation of Purchase Price .    Seller shall prepare an allocation of the Purchase Price (and all other capitalized costs) among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate). Seller shall deliver such allocation to the Buyer within sixty (60) days after the Closing Date. Buyer shall report, act and file tax returns (including, but not limited to Internal Revenue Services Form 8594) in all respects and for all purposes consistent with such allocation. Buyer shall not take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable law.

ARTICLE IV

CLOSING

4.1.                               Closing .    The closing of the transactions contemplated by this Agreement (the “Closing”), shall take place at 10:00 a.m. (PDT) at the offices of Foley & Lardner LLP, 402 W. Broadway, Suite 2100, San Diego, California  92101, on or before October 3, 2007, unless another date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.”

4.2.                               Documents to be Delivered by Seller .    At the Closing, Seller shall deliver the following documents, in each case duly executed by each of the parties thereto or otherwise in proper form:

(a)                                   Bill of Sale .     A bill of sale for all of the Purchased Assets described in Section 1.1 substantially in the form attached hereto as Exhibit A (the “Bill of Sale”);

(b)                                   Assignment and Assumption Agreement .     An assignment and assumption agreement for the Assumed Contracts (including the Real Property Leases) substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”).

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4.3.                               Documents to be Delivered by Buyer .    At the Closing, Buyer shall deliver the following documents, in each case duly executed or otherwise in proper form:

(a)                                   Assignment and Assumption Agreement     The Assignment and Assumption Agreement;

(b)                                   Certified Resolutions .    A certified copy of the resolutions of the board of directors and shareholders of the Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement;

(c)                                   Term Note .   The Term Note;

(d)                                   Interest Only Note .    The Interest Only Note;

(e)                                   Evidence of Line of Credit .    Evidence of the existence of the Secured Debt (as that term is defined in Section 11.1 below) in a form reasonably satisfactory to Seller and Seller’s counsel; and

(f)                                     IT&E Employee Acknowledgments .    Seller shall have received the requisite acknowledgments from each Hired IT&E Employee (as that term is defined in Section 7.1 below) as set forth in Section 7.5 hereof.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as of the date hereof as follows:

5.1.                               Organization, Standing and Authority .    Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation. Seller has all requisite company, corporate or partnership, as applicable, power and authority to conduct the IT&E Business as presently conducted and to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the terms, covenants and conditions to be performed and complied with by it hereunder and thereunder.

5.2.                               Authorization and Binding Obligation .    The execution, delivery and performance of this Agreement and each Transaction Document by Seller have been duly authorized by all necessary company, corporate or partnership action on the part of Seller. This Agreement and each applicable Transaction Document have been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors’ rights generally, or by general equity principles (whether applied in a court of law or a court of equity and including limitations on the availability of specific performance or other equitable remedies).

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5.3.                               No Representations or Warranties with Respect to Purchased Assets or the IT&E Business .    EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SALE OF THE PURCHASED ASSETS IS “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” IN THEIR PRESENT CONDITION WITHOUT ANY RECOURSE, WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as of the date hereof as follows:

6.1.                               Organization, Standing and Authority .    Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization. Buyer has all requisite company power and authority to conduct its business as presently conducted to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the terms, covenants and conditions to be performed and complied with by Buyer hereunder and thereunder. Buyer is duly qualified or licensed to do business as a foreign company, and is in good standing, in every jurisdiction where failure to be so qualified or licensed could have a Material Adverse Effect on Buyer.

6.2.                               Authorization and Binding Obligation .    The execution, delivery and performance of this Agreement and the Transaction Documents by Buyer have been duly authorized by all necessary company action on the part of Buyer. This Agreement and each applicable Transaction Document have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Seller, constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors’ rights generally, or by general equity principles (whether applied in a court of law or a court of equity and including limitations on the availability of specific performance or other equitable remedies).

ARTICLE VII

EMPLOYEES - EMPLOYEE BENEFITS

7.1.                               IT&E Business Employees .    Buyer may, in its sole discretion, offer employment to each employee employed in the IT&E Business (each, an “IT&E Business Employee”), except as otherwise agreed to in writing between the parties prior to the Closing Date. Buyer shall hire those IT&E Business Employees to whom it makes offers effective as of the Closing Date, at which time each such IT&E Business Employee will become an “at will” employee of the Buyer. At the time such IT&E Business Employee becomes an employee of

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Buyer, such IT&E Business Employee will be eligible to participate in Buyer’s benefit plans and programs to the same extent available to other similarly situated employees of Buyer. The IT&E Business Employees actually hired by Buyer on the Closing Date shall be referred to herein as “Hired IT&E Employees.”  Buyer shall be responsible for paying any wages or salaries for work performed by each Hired IT&E Employee after the Closing, accrued vacation pay or other earned time off and severance benefits due to each Hired IT&E Employee, and Buyer shall assume, and shall give each Hired IT&E Employee credit for all accrued vacation and other earned time off, which assumption is intended to discharge any obligation that the Seller may have with respect to such vacation pay and other earned time off as to each such Hired IT&E Employee.

7.2.                               Buyer Benefit Plans .    With respect to any plans, programs and arrangements of Buyer in which any Hired IT&E Employee is eligible to participate on or after the Closing Date (“Buyer Employee Plans”), Buyer shall: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to any such employees and their eligible dependents under any Buyer benefit plans in which such employees and their eligible dependents may be eligible to participate after the Closing Date, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous Seller benefit plan; (ii) provide each Hired IT&E Employee and their eligible dependents with credit for any co-payments and deductibles paid prior to the Closing Date (to the same extent that such credit was given under the analogous Seller benefit plan prior to the Closing Date) in satisfying any applicable deductible or out-of-pocket requirements under any Buyer Employee Plans in which such employees may be eligible to participate after the Closing Date; and (iii) recognize all service of the Hired IT&E Employees with Seller and its respective affiliates, for all purposes (including, purposes of eligibility to participate, vesting credit, entitlement to benefits, and, except with respect to defined benefit pension plans, benefit accrual) in any Buyer Employee Plans in which such employees may be eligible to participate after the Closing Date, to the extent that such service was credited under the analogous Seller benefit plan prior to the Closing Date; provided that the foregoing shall not apply to the extent it would result in duplication of benefits. In addition, the parties shall cooperate with each other and take those actions reasonably necessary in order to transfer each Hired IT&E Employee’s 401(k) account to an analogous plan sponsored by the Buyer. On or before the Closing Date, Seller will pay all employer 401(k) matching contributions that are due as of the Closing Date and Buyer assumes no obligation with respect to any such employer contributions that were due prior to the Closing Date.

7.3.                               Retained Responsibilities .    Seller agrees to satisfy, or cause its insurance carriers to satisfy, all claims for benefits, whether insured or otherwise (including, but not limited to, workers’ compensation, life insurance, medical and disability programs), under its employee benefit programs brought by, or in respect of, IT&E Business Employees who do not become Hired IT&E Employees. Buyer agrees to satisfy, or cause its insurance carriers to satisfy, all claims for benefits, whether insured or otherwise (including, but not limited to, workers’ compensation, life insurance, medical and disability programs), under its employee benefit programs brought by, or in respect of, Hired IT&E Employees. If any action on the part of any Seller prior to the Closing, or if the transactions contemplated by this Agreement shall result in any liability for severance payments or termination benefits, such liability shall be the sole responsibility of the Seller, and the Seller shall indemnify, defend and hold harmless Buyer against such liability.

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7.4.                               Payroll Tax .    Seller shall make a clean cut-off of payroll and payroll tax reporting with respect to each Hired IT&E Employee paying over to the federal, state and city governments those amounts respectively withheld or required to be withheld for periods ending on or prior to the Closing Date. Seller shall issue, by the date prescribed by IRS Regulations, Forms W-2 for wages paid through the Closing Date to each such Hired IT&E Employee. Buyer shall be responsible for all payroll and payroll tax obligations after the Closing Date with respect to each Hired IT&E Employee.

7.5.                               Employment with Buyer .    No later than two (2) days prior to the Closing, each Hired IT&E Employee shall execute an acknowledgment of employment with Buyer to be effective at the Closing, acknowledging, among other things, that: (i) the employee’s employment with the Seller has terminated and that such employee has no carry over rights with respect to any and all employee benefits relating to any former employment with the Seller, including, without limitation, any accrued vacation or other paid time off, all of which shall be and remain the sole responsibility of the Buyer and that such employee has been paid all wages or other cash remuneration due or owing to such employee as of the Closing Date and that Seller has made all 401(k) matching contributions with respect to such employee that are due as of the Closing Date; (ii) such employee has ninety (90) days to exercise the vested portion of such employee’s options to purchase Seller common stock, if any, after which time such options shall immediately terminate and be of no further force or effect, (iii) upon execution of the appropriate documentation, such employee will be fully covered under the Buyer’s standard health insurance benefits; (iv) demotion and transfer of such employee may occur in the sole and absolute discretion of Buyer at any time, with or without cause and/or notice; and (v) employment with Buyer is “at-will.”

7.6.                               No Third-Party Rights .    Nothing in this Agreement, express or implied, is intended to confer upon any of Seller’s employees or former employees, collective bargaining representatives, job applicants, any association or group of such persons any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights of employment.

ARTICLE VIII

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

8.1.                               Conditions to Obligations of Buyer to Consummate the Transactions .    The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions, unless waived in writing prior to the Closing by Buyer:

(a)                                   The Seller shall have performed, in all material respects, all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Closing.

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(b)                                   Each of the documents or other items to be delivered by the Seller at the Closing pursuant to Section 4.2 shall have been delivered.

(c)                                   All consents, approvals, authorizations, orders and action of any governmental entity required to permit the consummation of the transactions contemplated by this Agreement shall have been obtained, made or waived and shall be in full force and effect.

(d)                                   No action shall have been taken, and no statute, rule, regulation, executive order, judgment, decree, or injunction shall have been enacted, entered, promulgated or enforced (and not repealed, superseded, lifted or otherwise made inapplicable), by any court or governmental or regulatory agency of competent jurisdiction which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement (each party agreeing to use its reasonable best efforts to avoid the effect of any such statute, rule, regulation or order or to have any such order, judgment, decree or injunction lifted).

ARTICLE IX

CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS

9.1.                               Conditions to Obligations of the Seller to Consummate the Transactions .    The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions, unless waived in writing prior to the Closing by Seller:

(a)                                   Buyer shall have performed, in all material respects, all obligations and complied with all covenants required by this Agreement to be performed or complied with, in all material respects, by it prior to the Closing.

(b)                                   Each of the documents and other items to be delivered by the Buyer at the Closing pursuant to Section 4.3 shall have been delivered.

(c)                                   All consents, approvals, authorizations, orders and action of any governmental entity required to permit the consummation of the transactions contemplated by this Agreement shall have been obtained, made or waived and shall be in full force and effect.

(d)                                   No action shall have been taken, and no statute, rule, regulation, executive order, judgment, decree, or injunction shall have been enacted, entered, promulgated or enforced (and not