ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is effective January 8, 2007 by and between the following parties: Boveran, LLC ("Seller"). Modern Technology Corp. , a Nevada corporation ("Purchaser")

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is effective January 8, 2007 by and between the following parties:

• • • • Boveran, LLC ("Seller").

        Modern Technology Corp . , a Nevada corporation ("Purchaser").

    RECITALS

    • • Seller is engaged in the development of cancer detection technology and equipment technologies and related systems.

        Purchaser desires to purchase the assets of Seller, and Seller desires to sell such assets to Purchaser, on the terms and conditions set forth in this Agreement.

        The Boards of Directors of Seller and Purchaser believe that this asset purchase is in the best interests of their respective companies and shareholders and in furtherance thereof have approved and recommended this Asset Purchase Agreement.

    AGREEMENTS

In consideration of the Recitals and the Agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intend to be legally bound hereby and agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1 Purchase and Sale of Assets .

• • • • • • a. Purchased Assets . Pursuant to the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 1.4 below), Seller will sell, assign, convey, transfer and deliver to Purchaser, and Purchaser will purchase and acquire from Seller, all of Seller's right, title and interest in, to and under the following assets, properties and rights which are owned or leased by Seller (collectively, the " Assets "):

            • • • • • • i. All software source code, web sites, customer databases, raw materials, work-in-progress, finished goods and inventory of Seller, including, without limitation, all raw materials, work-in-process supplies and inventory located in Seller's warehouses, distribution centers, in transit or otherwise (the " Purchased Inventory ");

                        ii. All accounts receivable (the " Purchased Receivables ");

                        iii. All fixed assets, including, without limitation, machinery and equipment and other attachments owned by Seller, spare parts, supplies, furniture and fixtures, computer equipment and software and other personal property owned by Seller;

                        iv. All rights of Seller under and in connection with the leases and subleases of real property, together with Seller's interest in all buildings, facilities, fixtures and other improvements thereon and all easements, rights-of-way, transferable licenses and permits and other appurtenances thereto which are set forth on Schedule 1.1(a)(iv) (collectively, the " Assigned Leases ");

                        v. All transferable rights of Seller under and in connection with the contracts, commitments, purchase orders, agreements and unexpired leases (other than Assigned Leases), which are set forth on Schedule 1.1(a)(v) (collectively, the " Assigned Contracts ");

                        vi. All rights to the trade secrets, processes and methods, whether or not patentable, owned by Sellers (the " Purchased Intellectual Property ");

                        vii. All transferable federal, state or local or other governmental and other third party permits (including occupancy permits), certificates, licenses, consents, authorizations, approvals, registrations or franchises necessary or useful in the operation by Seller of its business (collectively, the " Assigned Permits "); and

                        viii. All books and records maintained by Seller through the Closing Date, including, without limitation, product manuals, operating manuals, and records relating to customer and trade accounts and lists and similar operating data, whether in electronic, computer, paper or other form, other than books and records which Seller is required by law to retain.

                b. Excluded Assets . Notwithstanding anything contained in this Agreement to the contrary, Purchaser and Seller acknowledge and agree that Purchaser is not buying and Seller is not selling the following assets (collectively, the " Excluded Assets "):

    i. All rights under this Agreement and to the Purchase Price;

    ii. Any shares of capital stock of, or other equity interests in, Seller or any subsidiary of Seller;

    iii. Seller's corporate seal, minute books, record books, and such other books and records as pertaining to the organization, existence or ownership of Seller;

    iv. Any financial or personnel records which are required by law to be retained by Seller;

    v. Any other assets specifically identified on Schedule 1.1(b)(v) .

    1.2 Purchase Price ; Allocation .

a. Purchase Price . The consideration to be paid to Seller for the Assets at the Closing shall be $500,000 (the " Purchase Price "), which Purchaser shall pay to Seller in the form of Convertible Preferred Stock containing reasonable terms and conditions and containing a reasonable conversion schedule to be agreed upon within a reasonable time subsequent to the execution of this Agreement.

• • • • • • • • b. Purchaser shall be solely responsible for any sales, use and/or realty transfer taxes owing from sale of the Assets hereunder.

                c. Allocation of Purchase Price . Seller and Purchaser agree to allocate the Purchase Price in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the " Code "). No later than 10 days following the Closing Date, Purchaser shall prepare and provide to Seller a draft allocation of the aggregate purchase price among the Assets (the " Allocation Statement "), such Allocation Statement to be prepared in accordance with the methodology set forth in the Code. Seller shall notify Purchaser within 20 days of receipt of such draft Allocation Statement of any objections that Seller may have thereto. Seller and Purchaser agree to resolve any disagreement with respect to such Allocation Statement in good faith. In addition, Seller and Purchaser hereby undertake and agree to file timely any information that may be required to be filed pursuant to any treasury regulations promulgated under Section 1060(b) of the Code, and shall use the allocation determined pursuant to this Section 1.2(c) in connection with the preparation of IRS Form 8594 (and any supplemental filings required in connection therewith) as such form relates to the transactions contemplated by this Agreement. Neither Seller nor Purchaser shall file any tax return or other document or otherwise take any position for tax purposes that is inconsistent with the allocation determined pursuant to this Section 1.2(c) except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision.

    1.3 Assumption of Certain Liabilities .

    • • • • • • a. Assumed Liabilities . On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts (collectively, the " Assumed Liabilities "):

                • • • • i. All obligations, responsibilities and liabilities incurred on and after the Closing Date in connection with the performance by Purchaser of the Assigned Leases and Assigned Contracts;

                        ii. All obligations, responsibilities and liabilities arising on and after the Closing Date from Purchaser's use, ownership, possession, sale or operation of the Assets; and

                        iii. All obligations, responsibilities and liabilities explicitly set forth on Schedule 1.3(a)(iii) .

                b. Excluded Liabilities. Except for the Assumed Liabilities assumed by Purchaser under Section 1.3A above, the purchase by Purchaser of the Assets shall be free and clear of all liens, claims and encumbrances of any kind and nature, and without any assumption by Purchaser of any debts, taxes, obligations or liabilities whatsoever of Seller or any other persons who at any time may have been in possession of the Assets, whether such liabilities are actual or contingent, known or unknown, liquidated or unliquidated, whether tax liabilities, liabilities to creditors or otherwise (collectively, and together with all liabilities or obligations with respect to the Excluded Assets, the " Unassumed Debts and Liabilities ").

    1.4 Date, Time and Place of Closing .

    • • The transactions provided for by this Agreement shall be consummated (the " Closing ") by telephone, fax and email, on January 9th, 2005, or such other date and/or method as may be agreed upon by the parties hereto. The date and time of Closing is hereinafter sometimes called the " Closing Date ."

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

As a material inducement to Purchaser to enter into this Agreement and purchase the Assets, Seller hereby represents and warrants to Purchaser that:

• • 2.1 Status . Seller has full title to Assets and has full power and authority to own its properties and to carry on the business as presently conducted by it. Seller is duly qualified to do business and is in good standing in all other jurisdictions where the conduct of its business so requires, except where the failure to be so qualified and in good standing would not be reasonably likely to have a Material Adverse Effect. Seller has the power and authority to own the Assets and to carry on its business as now being conducted.

    2.2 Corporate Authority; Effective Agreement . Seller has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and any and all other agreements, documents or instruments to be executed and/or delivered in connection herewith (collectively, the " Purchase Documents ") and to consummate the transactions contemplated herein and therein. This Agreement has been duly executed and delivered by Seller and, assuming it constitutes a valid and binding obligation of Purchaser, is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms. The Purchase Documents, when executed by Seller, will, assuming they constitute a valid and binding obligation of the other parties thereto, constitute the valid and binding obligation of Seller, enforceable against each of them in accordance with their respective terms.

    2.3 Personal Property . Seller has good and valid title to, and is the absolute owner of, all of the personal property being sold to Purchaser hereunder, free and clear of all liens and encumbrances, except for such personal property which Seller leases or licenses or as described on Schedule 2.3 . To Seller's knowledge, all such personal property is in good operating condition and repair, normal wear and tear excepted, and does not require any repairs other than normal routine maintenance to maintain the personal property in good operating condition and repair.

    2.4 Intellectual Property . The Purchased Intellectual Property comprises all of the trade secrets, processes and methods, whether or not patentable, owned by Seller. No claim has been asserted against Seller that the Purchased Intellectual Property conflicts with the proprietary rights of others, and Seller has no knowledge of any basis for any such claim or conflict. To Sellers' knowledge, Seller is not engaged in any activity which infringes upon any patent, patent application, trademark, trade name, service mark, copyright or proprietary right of any other party. David Rasnick shall retain a non-exclusive right to his work on cancer detection and the techniques for detecting advanced chromosomal imbalance and his proprietary slide preparation techniques. Patents shall be owned by the company with Rasnick being granted the non-exclusive right to Patents.

    2.5 Taxes . Except as set forth on Schedule 3.5 , Seller has filed or will file all federal, state and local tax returns required by law to be filed by Seller and has paid or made adequate provision for the payment of all taxes (and related interest and penalties) shown to be due on such returns for all taxable periods up to and including the day before the Closing Date, including, but not limited to real estate, sales, use, social security, payroll, unemployment compensation and personal property taxes. Seller will have paid or made adequate provision for the payment of all federal and state income and any other taxes payable by Seller with respect to the transactions covered by this Agreement.

    2.6 Legal Matters . Except as set forth on Schedule 2.6 , Seller is not a party to or, to Seller's knowledge, threatened with, any suit, action, arbitration or other legal or administrative proceeding or governmental inquiry or investigation by which Seller or the Assets would be adversely affected.

    2.7 Corporation Agreements . Seller has made available to Purchaser copies of all its agreements, contracts, licenses or leases, including all amendments or supplements thereto, to which Seller is a party, other than contracts or commitments entered into in the ordinary course of business and consistent with past practices (a) having a term of less than 12 months and involving a total expenditure of less than $50,000 individually and $200,000 in the aggregate, or (b) requiring the performance of services having a cost of less than $50,000 individually and $200,000 in the aggregate (collectively, the " Corporation Agreements "). A list of the Corporation Agreements is set forth on Schedule 2.7 . All of the Corporation Agreements are valid, binding and enforceable against Seller. Except as shown on Schedule 2.7 , to Seller's knowledge, Seller and the other parties to the Corporation Agreements have, in all material respects, performed their respective obligations under the Corporation Agreements. The consummation of the transactions provided for in this Agreement will not result in an impairment or termination of any of Seller's rights under any Corporation Agreement and does not require the consent of or notice to any party other than Seller, except as set forth on Schedule 2.7 .

    2.8 Employee Matters .

    • • • • a. Schedule 2.8a is a complete and accurate list as of January 1 2007 of all Seller's employees and their respective positions and salaries. Seller shall deliver at the Closing Schedule 2.8a revised to reflect changes therein up to the date of the Closing.

b. Seller is not a party to any union agreement or collective bargaining agreement and is in compliance in all material respects with all laws respecting employment and employment practices, terms and conditions of employment and wages and hours. Seller has no knowledge of any union organizing activity involving its employees at the Purchased Facility. There is no complaint filed or, to the knowledge of Seller, threatened to be filed against Seller before any federal, state or local governmental or quasi-governmental agency or authority alleging violation of any law (federal, state or local) relating to employment practices or discrimination in employment.

c. Except as set forth on Schedule 2.8c , no present or former employee of Seller is entitled to any retirement pay or retirement benefits of any kind from Seller. Seller does not now maintain or make contributions to and has not, at any time in the past, maintained or made contributions to (i) any employee benefit plan which is subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974, or (ii) any multi-employer plan subject to the terms of the Multi-Employer Pension Amendment Act of 1980.

• • 2.9 Consents . Except as set forth on Schedule 2.9 , no notices, consents, approvals, licenses, permits or waivers are required to execute and deliver this Agreement and to consummate the transactions provided for herein, including the transfer of the Assets to Purchaser hereby.

    2.10 Permits and Licenses . Seller holds all franchises, licenses, permits, consents, approvals, waivers and other authorizations (collectively, the " Permits ") that are necessary for the operation of its business, including without limitation all Permits issued by federal, state or local governments and governmental agencies. Schedule 2.10 sets forth a complete list of all material Permits held by Seller. To Seller's knowledge, Seller is not in default, nor has Seller received any notice of any claim of default, with respect to any of the Permits or of any notice of any other claim or proceeding or threatened proceeding relating to any of the Permits, any of which would be reasonably expected to have a Material Adverse Effect.

    2.11 Compliance with Laws . To Seller's knowledge, Seller is in compliance in all material respects with all requirements of law, federal, state and local, and all requirements of all governmental bodies or agencies having jurisdiction over it. Seller has not received any notice from any federal, state or municipal authority or any insurance or inspection body, that any of its properties, facilities, equipment or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building or zoning law, or requirement of any public authority or body.

    2.12 Environmental Matters .

    • • • • • • a. Except as set forth on Schedule 2.12a , Hazardous Substances (as hereinafter defined) have not been used by Seller at any facilities owned or used by Seller (collectively, " Seller's Facilities ") during Seller's occupancy thereof and Seller has no knowledge of such use by another person or entity during or prior to Seller's occupancy thereof in any manner that: (i) violates in any material respect any federal, state or local laws, ordinances or regulations governing the use, storage, treatment, disposal of any element, compound, mixture, solution or substance, defined as a hazardous substance in the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601, et seq . (" CERCLA "), or other applicable federal, state or local law, ordinance or regulation (collectively, " Hazardous Substances "); (ii) requires "removal" or "remediation" as those terms are defined in CERCLA; or (iii) if found on any of Seller's Facilities would subject the owner or occupant of such facility to damages, penalties, liability or an obligation to perform any work, clean-up, removal, or remediation at such facility in order to comply with any federal, state or local law, regulation, ordinance or order concerning the environmental state, condition or quality of such facility applicable to owners, operators or developers of real property (" Environmental Cleanup Work ").

                b. Except as set forth on S