ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of September 29, 2009 (this “Agreement”), is entered into by and among Resorbable Orthopedic Products LLC, a New Jersey limited liability company (the "Company"), Wound Management Technologies, Inc., a Texas corporation ("WMT"), RSI-ACQ Acquisition, LLC, a Texas limited liability company and wholly owned subsidiary of WMT ("RSI”), and the undersigned members of the Company (each a "Member," collectively, the "Members").

RECITALS

WHEREAS, the Company desires to sell to RSI, and RSI desires to purchase from the Company, substantially all of the assets of the Company, as defined in Exhibit A attached hereto (the “Assets”);

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

Certain terms used in this Agreement but not otherwise defined shall have the meanings ascribed thereto in Exhibit A attached hereto.

2.1      Purchase and Sale of Assets . Subject to and upon the terms and conditions contained herein, at the Closing, the Company shall sell, transfer, assign, convey and deliver to RSI, free and clear of all security interests, liens, claims and encumbrances, and RSI shall purchase, accept and acquire from the Company, the Assets.

2.2     Purchase Price. The total purchase price for the Assets shall consist of:

(a)     500,000 shares of duly authorized, validly issued, fully paid and non-assessable shares of WMT Common Stock;

(b)     The royalties provided for under the Royalty Agreement; and

(c)     the assumption by RSI of the Assumed Liabilities.

The parties acknowledge and agree that, except for the Assumed Liabilities, RSI shall not assume or agree to pay, perform or discharge any liabilities or obligations of the Company or of any of the Members, whether accrued, absolute, contingent or otherwise.

2.3      Allocation of Purchase Price . The above purchase price shall be allocated among the Assets as reasonably determined by RSI, such allocation to be made as provided in Section 1060 of the Internal Revenue Code of 1986 (the “Code”). RSI and the Company shall each file Form 8594 (Asset Acquisition Statement Under Section 1060) on a timely basis reporting the allocation of such purchase price consistent with the above allocation.

The Company and each of the Members, jointly but not severally, represent and warrant to RSI and WMT that the statements contained in this Article III are true and correct as of the date hereof and will be true and correct as of the Closing Date as if made on such date, except as set forth in the Schedules delivered by RSI to WMT concurrently herewith and which are attached hereto. Any representation or warranty given by a Member in this Article III with respect to the Members shall be given only with respect to such Member and not with respect to any other Member.

3.1      Organization . The Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New Jersey. The Company (a) is qualified or licensed in all jurisdictions where such qualification or license is required to own and operate its properties and conduct its business in the manner and at the places presently conducted; (b) holds all franchises, grants, licenses, certificates, permits, consents and orders, all of which are valid and in full force and effect, from all applicable United States and foreign regulatory authorities necessary to own and operate its properties and to conduct its business in the manner and at the places presently conducted; and (c) has full power and authority (corporate and other) to own, lease and operate its respective properties and assets and to carry on its business as presently conducted and as proposed to be conducted, except, in each case, where the failure to be so qualified or licensed or to hold such franchises, grants, licenses, certificates, permits, consents and orders or to have such power and authority would not, when taken together with all other such failures, reasonably be expected to have a Material Adverse Effect with respect to the Company, as the case may be. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

3.2     Authorization and Validity . The Company and each Member has the appropriate power and authority and legal right to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery by the Company and each Member of this Agreement and the performance of their respective obligations hereunder have been duly authorized by proper corporate or other proceedings, and this Agreement constitutes the legal, valid and binding obligation of the Company and each Member, enforceable against each in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

3.3     No Conflict; Consent . Neither the execution and delivery by the Company and the Members of this Agreement, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will, to the best of the Company and each Member’s knowledge, violate (a) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Company or such Member, or (b) the Company's articles of organization or

regulations or similar documents, or (c) the provisions of any indenture, instrument or agreement to which the Company is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Company pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Company or a Member is required to be obtained by the Company or a Member in connection with the execution and delivery of this Agreement, or the legality, validity, binding effect or enforceability of any of this Agreement. Except as set forth in Schedule 3.3, no consent, approval or authorization of, or notice to, any other person or entity, including, without limitation, parties to loans, contracts, leases or other agreements, is required in connection with the execution, delivery and performance of this Agreement by WMT or RSI or the consummation by it of the transactions contemplated hereby.

3.4     The Company’s Financial Information .

(a)     The Company has delivered to WMT the following financial statements (the "Financial Statements") of the Company: (i) unaudited balance sheet of the Company as of December 31, 2008 and the related statements of operations, shareholders' equity and cash flows for the year ended December 31, 2008 and (ii) unaudited balance sheets of the Company as of June 30, 2009 (the "Company's Latest Balance Sheet") and the related statements of operations, shareholders' equity and cash flows for the three months then ended.

(b)     Each of the unaudited financial statements of the Company have been prepared in accordance with GAAP, applied on a consistent basis during the relevant periods (except as may be disclosed in the notes thereto), and present fairly the consolidated financial position and consolidated results of operations and changes in cash flows of the Company as of the respective dates or for the respective periods reflected therein, except, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments that are not material.

(c)     Except as set forth in Exhibit A-2 and on the Company's Latest Balance Sheet, or in the notes thereto, the Company does not have any liabilities, debts, claims or obligations of any nature (whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due), and there is no existing condition or set of circumstances which would reasonably be expected, individually or in the aggregate, to result in such a liability.

3.5      Liabilities and Obligations . Except as set forth in Schedule 3.5, the Financial Statements reflect all liabilities of the Company, accrued, contingent or otherwise (known or unknown and asserted or unasserted), arising out of transactions effected or events occurring on or prior to the date hereof. All reserves shown in the Financial Statements are appropriate, reasonable and sufficient to provide for losses thereby contemplated. Except as set forth in the Financial Statements, the Company is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity.

3.6     Employee Matters .

(a)     The Company has no employees and has not paid any wages, salaries, bonuses (discretionary and formula) or other cash compensation (the "Cash Compensation") at any time.

(b)     The Company has no compensation plans, arrangements or practices (the "Compensation Plans") sponsored by the Company or to which the Company contributes on behalf of its employees. The Compensation Plans referred to in the previous sentence include, without limitation, plans, arrangements or practices that provide for severance pay, deferred compensation, incentive, bonus or performance awards, and stock ownership or stock options.

(c)     There are no employment agreements (the "Employment Agreements") to which the Company is a party with respect to its employees or is otherwise obligated.

(d)     There are no employee manuals, policies, procedures and work-related rules (the "Employee Policies and Procedures") that apply to employees of the Company.

(e)     The Company: (i) has been and is in compliance with all laws, rules, regulations and ordinances respecting employment and employment practices, terms and conditions of employment and wages and hours; and (ii) is not liable for any arrears of wages or penalties for failure to comply with any of the foregoing. The Company has not engaged in any unfair labor practice or discriminated on the basis of race, color, religion, sex, national origin, age or handicap in its employment conditions or practices. There are no: (i) unfair labor practice charges or complaints or racial, color, religious, sex, national origin, age or handicap discrimination charges or complaints pending or threatened against the Company before any federal, state or local court, board, department, commission or agency nor does any basis therefor exist; or (ii) existing or threatened labor strikes, disputes, grievances, controversies or other labor troubles affecting the Company, nor does any basis therefor exist.

(f)     The Company has never been a party to any agreement with any union, labor organization or collective bargaining unit.

3.7      Employee Benefit Plans .

(a)     There are no employee benefit plans (the "Employee Benefit Plans") (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) sponsored by the Company or to which the Company contributes or contributed or may be obligated to contribute on behalf of its employees.

(b)     Neither the Company or any member of a controlled group (within the meaning of Section 412(n)(6)(B) of the Code) in which the Company is a member (a "Controlled Group") has any liability to pay excise taxes with respect to any Employee Benefit Plan under applicable provisions of the Code or ERISA. Neither the Company nor any member of a Controlled Group is or ever has been obligated to contribute to a multiemployer plan within the meaning of Section 3(37) of ERISA.

(c)     The Company is not aware of any facts or circumstances which exist that would result in the imposition of liability against RSI by the Pension Benefit Guaranty Corporation as a result of any act or omission by the Company or any member of a Controlled Group. The Company has no obligation or commitment to provide medical, dental or life insurance benefits to or on behalf of any of its employees who may retire or any of its former employees who have retired from employment with the Company.

(d)     No medical or dental care plans or commitments have been offered by the Company to its employees involving hospitalization, medical or dental care claims that have exceeded $5,000 per year for an individual during the Company's current fiscal year or any of Member three fiscal years preceding the date hereof.

3.8      Title; Leased Assets . The Company does not own or have title to or other interests in any real property (c "Real Property"). Except for the Proprietary Rights, the Company does not own or have title to or other interests in any tangible and intangible personal property ("Personal Property"). The Company is not a party, either as lessor or lessee, to any leases of real or personal property. Except for those assets acquired since September 30, 2008, all tangible and intangible assets used in the conduct of the business of the Company are reflected in the Financial Statements in a manner that is in conformity with generally accepted accounting principles applied on a consistent basis with prior periods. The Company owns, leases or otherwise possesses a right to use all assets used in the conduct of the business of the Company, which will not be impaired by the consummation of the transactions contemplated hereby.

3.9     Commitments .

(a)     Except as set forth in Schedule 3.9, the Company has not entered into, nor are the membership interest in the Company, or the assets of the Company bound by, whether or not in writing, any (i) partnership or joint venture agreement; (ii) deed of trust or other security agreement; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; (v) labor or collective bargaining agreement; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; (viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; (ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (x) agreement between the Company and any affiliate of the Company; (xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $25,000 in the aggregate; (xiii) powers of attorney; (xiv) contracts containing noncompetition covenants; (xv) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of the Company.

All of the foregoing are hereinafter collectively referred to as the "Commitments." There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company, and no penalties have been incurred nor are amendments pending, with respect to the Commitments, except as described in Schedule 3.9. The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and Members, may be made by any party thereto, nor has the Company waived any rights thereunder. The Company has not received notice of any default with respect to any Commitment.

(b)     Except as contemplated hereby, neither the Company nor the Members have received notice of any plan or intention of any other party to any Commitment to exercise any right to cancel or terminate any Commitment, and neither the Company nor the Members know of any fact that would justify the exercise of such a right. Neither the Company nor the Members currently contemplate, or have reason to believe any other person or entity currently contemplates, any amendment or change to any Commitment. Except as listed in Schedule 3.9, none of the customers or suppliers of the Company has refused, or communicated that it will or may refuse, to purchase or supply goods or services, as the case may be, or has communicated that it will or may substantially reduce the amounts of goods or services that it is willing to purchase from, or sell to, the Company.

3.10      Adverse Agreements . The Company is not a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects, or so far as the Company or Members can now foresee, may in the future materially and adversely affect, the condition (financial or otherwise), operations, assets, liabilities, business or prospects of the Company.

3.11     Insurance . The Company does not have any insurance policies.

3.12     Patents, Trade-marks, Service Marks and Copyrights .

(a)     The Company owns all patents, trade-marks, service marks and copyrights, if any, necessary to conduct its business, or possesses adequate licenses or other rights, if any, therefor, without conflict with the rights of others. Set forth in Schedule 3.12 is a true and correct description of the following (the "Proprietary Rights"): (i) all trade-marks, trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, and all patents, copyrights and applications currently owned, in whole or in part, by the Company with respect to the business of the Company, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which the Company is a party (including expiration date if applicable); and (ii) all agreements relating to technology, know-how or processes that the Company is licensed or authorized to use by others, or which it licenses or authorizes others to use. ;

(b)     To the best knowledge of the Company and without independent investigation: (i) it has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties; (ii) the use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and neither the Company nor any Member knows of any valid basis for any such claim. Each of the Proprietary Rights is, to the Company’s best knowledge and without independent investigation, valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

(c)     The Company and the Members have no knowledge of any claim that, or inquiry as to whether, any product, activity or operation of the Company infringes upon or involves, or has resulted in the infringement of, any proprietary right of any other person, corporation or other entity; and no proceedings have been instituted, are pending or are threatened that challenge the rights of the Company with respect thereto.

3.13      Trade Secrets and Customer Lists . The Company has the right to use, free and clear of any claims or rights of others, all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by the Company ( “Trade Secrets”). The Company is not using or in any way making use of any confidential information or trade secrets of any third party, including without limitation any past or present employee of the Company.

3.14     Material Adverse Change . Since December 31, 2008, there has been no change in the business, property, condition (financial or otherwise) or results of operations of the Company which could reasonably be expected to have a Material Adverse Effect with respect to the Company.

3.15     Taxes . The Company has filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Company, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided on the Company's Latest Balance Sheet and as to which no Lien exists. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Company in respect of any taxes or other governmental charges are adequate.

3.16     Litigation and Contingent Obligations . There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to best knowledge of any of its Members, threatened against or affecting the Company which could reasonably be expected to have a Material Adverse Effect with respect to the Company. The Company has no contingent obligations not provided for or disclosed in the Company's Latest Balance Sheet.

3.17     Material Agreements . Schedule 3.17 lists all agreements, contracts, leases, licenses and other instruments to which the Company is a party.

3.18     Compliance With Laws . The Company has complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its businesses or the ownership of its Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect with respect to the Company.

3.19     Information Furnished to the Company and the Members . The Company and each of the Members have been provided with, and is familiar with, the financial and other information regarding the business and operations of WMT and RSI that the Company and the Members deem necessary for evaluating the merits and risks of the transactions contemplated by this Agreement. Each of the Members is knowledgeable and experienced in financial and business matters and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement.

3.20     Investment Purposes . Each of the Members is acquiring the WMT Common Stock for investment purposes and not with a view toward resale or distribution thereof, and has no present intention of selling, granting any participation in, or otherwise distributing the WMT Common Stock.

3.21     Restricted Securities . Each of the Members understands that the shares of WMT Common Stock will be issued by WMT pursuant to an exemption from the registration requirements of the Securities Act, and are characterized as "restricted securities" under the Securities Act and may be resold without registration under the Securities Act only in limited circumstances. In connection with the foregoing, each of the Stockholders is familiar with Rule 144 and understands the resale limitations imposed thereby on the WMT Common Stock.

3.22      Broker's or Finder's Commissions . No broker's or finder's or placement fee or commission will be payable to any broker or agent engaged by the Company or any of its officers, directors or agents or Member with respect to the transactions contemplated by this Agreement.