ASSET PURCHASE AGREEMENT MD TECHNOLOGIES INC. AND THE SOLUTIONS GROUP-BILLING, LLC [CONFIDENTIALITY REQUESTED] March 19, 2007

THIS ASSET PURCHASE AGREEMENT ("Agreement") dated as of March 19, 2007

and effective April 1, 2007, by and among: (i) MD TECHNOLOGIES INC., a Delaware

corporation ("MDTO" or "BUYER"); (ii) THE SOLUTIONS GROUP-BILLING, LLC,

a Georgia Limited Liability Company, ("SELLER" or "TSG"); (iii) [CONFIDENTIALITY REQUESTED]. [CONFIDENTIALITY REQUESTED] are sometimes hereinafter referred to individually as an"Equityholder" and collectively as the "Equityholders."

R E C I T A L S

WHEREAS, Equityholders are the sole owners of SELLER.

WHEREAS, SELLER is engaged in the business of: (i) providing medical billing and collection services; and (ii) providing healthcare business management and consulting services, (the "Business").

WHEREAS, the BUYER desires to purchase certain contract(s), and other assets of SELLER, and SELLER desires to sell such contract(s) and assets in exchange for, common stock of MDTO, options to purchase common stock of MDTO, cash, and the assumption by BUYER of certain liabilities of SELLER.

WHEREAS, as a material inducement to the BUYER to enter into this Agreement and consummate the transactions contemplated hereby, Equityholders have agreed to: (i) indemnify the BUYER in the manner set forth in the Indemnification Agreement attached hereto as Exhibit A A @ ; and (ii) enter into a Non-Circumvention, Non-Solicitation agreement containing covenants against interference with BUYER'S Business and solicitation of employees and customers, which agreement is attached hereto as Exhibit "B."

NOW, THEREFORE, in consideration of the mutual promises herein made, the Parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, BUYER hereby purchases from SELLER and SELLER hereby sells, transfers, assigns, conveys and delivers to the BUYER, all rights, title and interest in and to all of the assets listed on Schedule "I" hereto.

ARTICLE II

CONSIDERATION FOR PURCHASE OF ASSETS; CLOSING

2.1        Purchase Price

. The cash purchase price, stock and stock options to be paid by MDTO as instructed by SELLER (the "Purchase Price") for the assets purchased pursuant to this Agreement consists of:

Monthly cash payments to each Equityholders by the BUYER in the amount set forth on Schedule I attached hereto under the heading "Consideration," for an aggregate maximum total cash payment to all Equityholders of $1,200,000.00, to be paid by available U.S. funds.

The cash portions common stock and stock option portions of the Purchase price shall be paid pursuant to the following schedule:

1.          $1,200,000.00 [CONFIDENTIALITY REQUESTED]

In no event shall the total amount paid pursuant to the above formula be more than $1,200,000.

1.       27,000 shares of MDTO's common stock as follows:

[CONFIDENTIALITY REQUESTED].

1.       Options to purchase 15,000 shares of MDTO stock at a price of $2.50 per share exercisable within 36 months of the issuance of said options, paid as follows:

[CONFIDENTIALITY REQUESTED].

2.2        The Closing. The closing of this Agreement (the A Closing @ ) has taken place on March 19, 2007 at the offices of MDTO. The date on which the Closing has occurred shall be referred to as the A Closing Date. @

2.3        Deliveries at the Closing .

                        The SELLER has delivered to MDTO:

a.        Originals of all of the customer contract(s) of Seller;

b.       A counterpart to the Indemnification Agreement, duly executed by the Equityholders;

c.        A counterpart to the Non-Circumvention, Non-Solicitation Agreement,

duly executed by the Equityholders.

MDTO has delivered to SELLER:

a.        Counterparts to the Indemnification Agreement, duly executed by MDTO;

b.       Fully executed option agreements provided in Section 2.1. 3 above;

c.        Certificates evidencing the MDTO common stock provided in Section 2.1.3 above;

a.        A counterpart to the Non-Circumvention, Non-Solicitation Agreement,

                                    duly executed by MDTO.

Undertaking of SELLER and Equityholders. If Equityholders hold any right, title or interest in or to any assets, properties, interests in properties or rights intended to be transferred by this agreement then said assets, properties or rights are hereby transferred to BUYER and all provisions of this Agreement shall apply to such assets, properties, interests in properties and rights notwithstanding that they are not held by SELLER, and all such provisions of this Agreement shall be binding on Equityholders.

ARTICLE I II

CONDITIONS TO CLOSING BY MDTO

The consummation of the instant transaction by MDTO is based on the following as of the Closing:

3.1        Representations and Warranties; Covenants

. The representations and warranties set forth in Article IV are true, complete and accurate in all respects.

3.2        Absence of Material Adverse Change

. Since January 1, 2007, there has been no Material Adverse Change suffered by SELLER.

3.3        Absence of Litigation

. As of the Closing, there is not: (a) any Order of any nature issued by a Governmental Authority with competent jurisdiction directing that the transactions provided for herein not be consummated as herein provided or (b) any Proceeding before any Governmental Authority pending wherein an unfavorable Order would (i) prevent the performance of this Agreement (ii) declare unlawful any material aspect of this Agreement, (iii) cause any material aspect of this Agreement to be rescinded or (iv) materially affect the right of MDTO to own or control the assets of SELLER

3.4        Letter of SELLER'S Counsel

. MDTO has received a letter from Andrew Saulitus, Esq. , counsel to SELLER, that SELLER has the capacity and the requisite authority to enter into the contemplated transaction and that he has explained the closing documents to Equityholders.

Article IV

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE EQUITYHOLDER

SELLER and Equityholders represent and warrant to MDTO the following:

4.1        Title to Assets . SELLER is the record and beneficial owner of the assets listed on Schedule I and has full power and authority to convey such assets free and clear of any Lien, and, upon delivery of and payment for such assets as herein provided, MDTO will acquire good, marketable and valid title thereto, free and clear of any Lien.

4.2        Authorization of Transaction . Equityholders and SELLER have all requisite power and authority to execute and deliver each Document to which they are a party.

4.3        Non-contravention .        Neither Equityholders nor SELLER is required to give any notice to, or obtain any authorization, consent, or approval from, any Governmental Authority or any other Person in order for the Parties to consummate the transactions contemplated by this Agreement.

4.4        Litigation . There are no legal Proceedings pending or threatened against SELLER or Equityholders related to the Business.

4.5        Disclosure .

(a)        The representations and warranties of SELLER and Equityholders in this Agreement (including the Schedules attached hereto), taken as a whole, do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(b)        There is no fact known to SELLER or Equityholders that would materially adversely affect or threaten the assets and business operations of SELLER.

4.6        Financial Statements .

(a)         Schedule 4.6 (a) contains the following financial statements:

(i)          the balance sheet of SELLER dated as of December 31, 2005 and December 31, 2006 and the related statements of operations, owners = equity and cash flows, for the fiscal years ended December 31, 2005, and December 31, 2006 ( A Financial Statements @ );

(ii)         the balance sheet of SELLER for the 2 month period ending February 28, 2007 (the A Latest Balance Sheet @ ) and the related statements of operations, owners = equity and cash flows, together with the accompanying supplementary information.

(b)         Except as specifically set forth on Schedule 4.6(b) , (A) each of the Financial Statements and the Latest Balance Sheet: (i) has been prepared in accordance with the books and records of the SELLER (which are true and correct in all material respects); (ii) is true, correct and complete in all material respects; and (iii) fairly presents the financial condition, results of operations, owners = equity and changes in cash flow which it purports to present as of the dates thereof and for the periods indicated thereon.

(c)         SELLER maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with Generally Accepted Accounting Principles or such other method of accounting as has been designated in financial statements, and to maintain asset accountability.

4.7        Events Subsequent to January 1, 2007 . Since January 1, 2007, SELLER has operated the Business in the Ordinary Course of Business and SELLER has not suffered any Material Adverse Change. Since that date, and as otherwise disclosed in Schedule 4.7:

(a)        no party has accelerated, terminated, modified or canceled any agreement, contract, document, lease, or license to which SELLER is a party and, to the best knowledge of SELLER, no party intends to take any such action;

(b)        SELLER has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its assets or property;

(e)        SELLER has not incurred any debt, Lien upon any of its respective assets;

(f)         SELLER has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;

(g)        SELLER has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business;

(h)        SELLER has not accelerated the collection or receipt of any account receivables outside the Ordinary Course of Business; and

(i)         SELLER has not committed to do any of the foregoing.

4.8        Title to Properties . Unless otherwise disclosed in schedule 4.8,

(a)        SELLER owns good and marketable title, free and clear of all Liens to all of its respective assets, and the assets of SELLER include all assets, properties and interests in properties presently used by, related to and/or necessary for the conduct of the Business by SELLER in the ordinary course.

(b)        The equipment and other tangible assets of SELLER are in good condition and repair (subject to routine maintenance and repair for similar assets of like age), fit for their particular purpose, and are usable in the ordinary course of the Business.

4.9        Contracts and Commitments . Except as set forth on Schedule 4.9 , SELLER is not a party to any written or oral:

(a)        instrument, agreement or indenture relating to the mortgaging, pledging or otherwise placing a Lien on any asset of SELLER;

(b)        factoring arrangement or other agreement involving the sale of SELLER'S accounts receivable to a third party;

            (c)        contract relating to the purchase, distribution, marketing or sales of SELLER = services or any other Person = s products or services;

            4.10     Labor Issues. Except as set forth on Schedule 4.10: (i) SELLER is not delinquent in payments to any employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees and upon termination of the employment of any such employees, neither the MDTO nor SELLER will by reason of anything done prior to the Closing be liable to any of such employees for severance pay or any other payments; (ii) there is no unfair labor practice charge or complaint against SELLER pending before the National Labor Relations Board or any other Governmental Authority, and to the best knowledge SELLER, none is or has been threatened; (iii) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best knowledge of SELLER threatened against or involving SELLER; (iv) no labor union currently represents the employees of SELLER; (v) to the best knowledge of SELLER, no labor union has taken any action with respect to organizing the employees of SELLER; and (vi) neither any material grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim thereto has been asserted against SELLER. SELLER is not a party to or bound by any collective bargaining agreement, union contract or similar agreement.

(c)        SELLER is, and has at all times been, in compliance in all material respects with all Laws relating to the hiring of employees, employment and employment practices, terms and conditions of employment, wages, hours of work, equal opportunity, the payment of social security and other Taxes and occupational safety and health. There are no employment handbooks, personnel policy manuals or similar documents that create prospective employment rights or obligations in any employee of SELLER.

4.11      Customers.

            The parties acknowledge that SELLER'S only current "customer" is The Radiology Group, LLC, but that The Radiology Group, LLC, in turn has several "customers," typically hospitals, for which it provides radiology services at any given time. For purposes of this Section 4.11 the term "customer" shall refer to customers of The Radiology Group, LLC at any given time for which MDTO will be working in connection with billing.

Schedule 4.11 lists:

(i)         all customers of The Radiology Group, LLC during the fiscal years ended December 31, 2006 and current year to date through the date of Closing; and

(ii)         gross sales to the customers identified in subclause (i) above for the fiscal years ended and December 31, 2006 and the current year to date through date of closing.

Except as set forth on Schedule 4.11 , no such customer has given notice of termination of its business with SELLER or The Radiology Group, LLC during the twelve (12) months preceding the Closing. No changes have occurred to the customer base other than in the Ordinary Course of Business. Neither SELLER nor Equityholders have received any notice or otherwise has any reason to believe that any of the customers listed on Schedule 4.11 intend