EXHIBIT 2.1 ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT, dated October 29, 2007, is by and

between GREATBATCH LTD., a New York corporation and its wholly owned subsidiary,

CARDINAL ACQUISITION CORPORATION, a Delaware corporation with a principal place

of business at 9645 Wehrle Drive, Clarence, New York 14031 (collectively,

"Purchaser") and QUAN EMERTEQ, LLC, a Minnesota limited liability company with a

principal place of business at 10675 Naples Street NE, Blaine, Minnesota 55449

("Seller").

RECITALS:

Purchaser desires to purchase and accept from Seller, and Seller

desires to sell and transfer to Purchaser, substantially all of the assets of

the Business upon the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises

contained in this Agreement, and for other valuable consideration, the receipt

and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms have the

following meanings:

(a) "Accounts Payable" means, as set forth on Schedule 1.1(a), (i) all

bona fide accounts payable of Seller related to the Business, including amounts

owed to Seller's landlord, Farrell Properties, LLC, as of the Closing Date to

the extent reflected on the Closing Statement and (ii) all checks written on

bank accounts of Seller prior to the Closing Date which have not cleared as of

the Closing Date and are not included in item 1.1(a)(i).

(b) "Accounts Receivable" means all bona fide accounts receivable,

notes receivable, and other amounts payable to Seller in connection with the

Business as of the Closing Date including, but not limited to, the accounts

receivable set forth on Schedule 1.1(b).

(c) "Accrued Liabilities" means all accrued expenses of Seller

related to the Business of the type shown on Schedule 2.4, including, but not

limited to, (i) sick pay, paid time off, and personal days earned or incurred

prior to the Closing Date, whenever payable and (ii) short term disability

benefits earned or incurred prior to the Closing Date.

(d) "Affiliate" means, as to any Person, any other Person who

directly or indirectly controls, is under common control with or is controlled

by such Person. As used in this definition, "control" (including, with its

correlative meanings, "controlled by" and "under common control with") means

possession, directly or indirectly, of power to direct or cause the direction of

management or policies (whether through ownership of securities or partnership

or other ownership interests, by contract or otherwise).

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(e) "Agreement" means, unless the context otherwise requires, this

Asset Purchase Agreement together with the Schedules and Exhibits attached

hereto, and the certificates and instruments to be executed and delivered in

connection herewith.

(f) "Assumed Contracts" means, except for the Excluded Contracts, all

of the Seller's Contracts.

(g) "Assumed Liabilities" means (i) the Accounts Payable, (ii) the

Accrued Liabilities, (iii) the Retention Payments, (iv) the Purchaser Employee

Bonus Payment, (v) the Seller Employee Bonus Payment, and (vi) liabilities under

the Assumed Contracts arising or performed after the Closing Date (other than

any liability which results from, arises out of or relates to any breach of

contract, tort, infringement or violation of law with respect to periods prior

to the Closing Date).

(h) "Business" means the design, development and manufacture of certain

medical device products by Seller and Seller's Predecessors including, but not

limited to, lead systems, ablation products, delivery systems and catheters.

(i) "Business Records" means originals or true copies of all operating

data and records of Seller relating to the Business, including financial,

accounting and bookkeeping books and records, purchase and sale orders and

invoices, sales and sales promotional data, advertising materials, marketing

analyses, past and present price lists, past and present customer service files,

credit files, written operating methods and procedures, other information

related to the Purchased Assets, reference catalogues, insurance files,

personnel records, records relating to potential acquisitions and other records,

on whatever media, pertaining to the Business, or to customers or suppliers of,

or any other parties having contracts or other business relationships with, the

Business.

(j) "Cash" means all cash and cash equivalents of Seller.

(k) "Charter Documents" means the Seller's Articles of Organization and

Operating Agreement in effect on the date hereof.

(l) "Closing Date" means November 16, 2007 or such other date that the

Closing occurs as determined by the mutual agreement of the parties.

(m) "Code" means the Internal Revenue Code of 1986, as amended, and the

rules and regulations promulgated thereunder.

(n) "Confidential Information" has the meaning set forth in Section

6.8(b).

(o) "Contracts" means any agreement, contract, license, lease,

instrument, note, bond, mortgage, indenture, guarantee or other legally binding

commitment or obligation, whether oral or written.

(p) "Customer Lists" means all past and current customer lists and

lists of potential customers of the Business.

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(q) "Encumbrance" means any claim, lien, pledge, option, charge,

easement, security interest, right-of-way, encroachment, reservation,

restriction, encumbrance, or other right of any Person, or any other restriction

or limitation of any nature whatsoever, affecting title to any of the Purchased

Assets.

(r) "Enforceability Limitations" means (i) bankruptcy, insolvency,

reorganization, moratorium or similar laws now or hereafter in effect relating

to creditors' rights and (ii) the discretion of the appropriate Governmental

Authority with respect to specific performance, injunctive relief or other terms

of equitable remedies.

(s) "Environmental Claim" means any notice of violation, notice of

potential or actual responsibility or liability, or Proceeding (including those

for contribution and/or indemnity) by any Governmental Authority or other Person

for any damage (including personal injury, tangible or intangible property

damage, natural resource damage, indirect or consequential damages,

investigative costs, removal, response or remediation costs, nuisance,

pollution, contamination or other adverse effects on the environment or for

fines, penalties or restrictions or conditions on environmental Permits)

resulting from or relating to the following conditions, circumstances or acts

existing or occurring before the Closing Date: (i) the presence of, a Release or

threatened Release into the environment of, or exposure to, any Hazardous

Substances, at, in, by or from any of the Facilities, (ii) the generation,

manufacture, processing, distribution, use, handling, transportation, storage,

treatment or disposal of any Hazardous Substances at or in connection with the

operation of any of the Facilities, (iii) the violation, or alleged violation,

of any Environmental Laws at or in connection with the operation of any of the

Facilities, or (iv) the non-compliance or alleged non-compliance with any

Environmental Laws at or in connection with the operation of any of the

Facilities.

(t) "Environmental Laws" means any applicable Governmental Requirements

and any licenses, permits, notices or other requirements issued pursuant

thereto, enacted, promulgated or issued by any Governmental Authority in any

jurisdiction, in effect as of the Closing Date, relating to pollution or

protection of public health or the environment (including any air, surface

water, groundwater, land surface or sub-surface strata, whether outside, inside

or under any structure), or to the identification, reporting, generation,

manufacture, processing, distribution, use, handling, treatment, storage,

disposal, transporting, presence, Release or threatened Release of, any

Hazardous Substances. Without limiting the generality of the foregoing,

Environmental Laws include the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, as amended, the Toxic Substances Control

Act, as amended, the Hazardous Materials Transportation Act, as amended, the

Resource Conservation and Recovery Act, as amended, the Clean Water Act, as

amended, the Safe Drinking Water Act, as amended, the Clean Air Act, as amended,

the Occupational Safety and Health Act, as amended and all similar or analogous

laws enacted, promulgated or lawfully issued by any Governmental Authority.

(u) "ERISA" means the Employee Retirement Income Security Act of 1974,

as amended, and the rules and regulations promulgated thereunder.

(v) "Excluded Assets" means the following assets of Seller:

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(i) any bank accounts;

(ii) any Cash;

(iii) any rights of Seller under this Agreement and the other

Transaction Documents;

(iv) any Tax records of Seller;

(v) any Insurance of Seller;

(vi) any rights specifically relating to Excluded Contracts, the

Employee Benefit Plans or assets specifically relating to the Excluded

Liabilities, and the documents evidencing or otherwise relating to the

foregoing; and

(vii) any tax credits and tax refunds owing to Seller for the

period of time prior to the Closing Date.

(viii) the items described on Schedule 1.1(v)(viii);

(ix) any claims under Assumed Contracts relating to events prior

to Closing to the extent not included in Accounts Receivable; and

(x) the vehicles described on Schedule 1.1(v)(x).

(w) "Excluded Contracts" means those Contracts set forth on

Schedule 1.1(w).

(x) "Excluded Liabilities" means any liability or obligation of

every nature of Seller or its Affiliates other than the Assumed Liabilities.

(y) "Facilities" means any real property ever owned or leased by

Seller or any of its Predecessors.

(z) "Financial Statements" means (a) the balance sheet of Seller

and its Predecessor as of December 31, 2006 and the related statements of income

and expense, cash flows and members' equity (including related notes, if any)

for the twelve (12) months ended December 31, 2006, and (b) the balance sheet of

Seller as of June 30, 2007 and the related statements of income and expense,

cash flows and members equity (including related notes, if any) for the six (6)

months ended June 30, 2007 (the "Interim Financial Statements"), as delivered to

the Purchaser.

(aa) "GAAP" means, with respect to all accounting matters and issues,

generally accepted accounting principles as in effect from time to time in the

United States applied (to the extent applicable) consistent with the Financial

Statements.

(bb) "Goodwill" means the goodwill of the Business.

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(cc) "Governmental Authority" means any federal, state, local or

foreign government, or any political subdivision of any of the foregoing, or any

court, agency or other entity, body, organization or group, exercising any

executive, legislative, judicial, quasi-judicial, regulatory or administrative

function of government, or any supranational body.

(dd) "Governmental Requirement" means any published law, statute,

regulation, ordinance, rule, directive or, code, and any order, judgment, writ,

injunction, decree or award of any Governmental Authority, in each case, now in

effect.

(ee) "Hazardous Substances" means any pollutants, contaminants,

substances, hazardous and/or toxic chemicals, carcinogens, wastes, and any

ignitable, corrosive, reactive, toxic or other hazardous substances or

materials, whether solids, liquids or gases (including petroleum and its

derivatives, PCBs, asbestos, radioactive materials, waste waters, sludge, slag

and any other substance, material or waste), as defined in or regulated by any

Environmental Laws or as determined by any Governmental Authority.

(ff) "Indemnified Party" means either Seller Indemnified Party pursuant

to Section 9.3 or Purchaser Indemnified Party pursuant to Section 9.2.

(gg) "Indemnifying Party" means either Seller pursuant to Section 9.2

or Purchaser pursuant to Section 9.3.

(hh) "Independent Accountants" means any independent accounting firm

mutually acceptable to Seller and Purchaser.

(ii) "Intellectual Property" means all intellectual property, including

(i) all inventions (whether patentable or unpatentable and whether or not

reduced to practice), all improvements thereto and all patents, patent

applications and patent disclosures, together with all reissuances,

continuations, continuations-in-part, revisions, extensions and re-examinations

thereof, (ii) all trademarks, service marks, trade dress, logos, trade names and

corporate names, together with all translations, adaptations, derivations and

combinations thereof and including all goodwill associated therewith, and all

applications, registrations and renewals in connection therewith, (iii) all

copyrightable works, copyrights and all applications, registrations and renewals

in connection therewith, (iv) all mask works and all applications, registrations

and renewals in connection therewith, (v) all trade secrets and confidential

business information (including ideas, know-how, compositions, supplier lists,

pricing and cost information and business and marketing plans and proposals),

(vi) all computer software (including data and related documentation and

software installed on hard disk drives) other than off-the-shelf computer

software subject to shrinkwrap or clickwrap licenses and (vii) all copies and

tangible embodiments of any of the foregoing (in whatever form or medium).

(jj) "Inventory" means all raw material, work-in-process and finished

goods inventories of the Business, wherever located.

(kk) "Janus Medical" means Janus Medical, LLC, a Minnesota limited

liability company, that is owned entirely by those officers and employees of

Seller set forth on Schedule 1.1(kk).

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(ll) "Knowledge" means the actual knowledge of any of the Seller's

officers, directors or Members after making reasonable inquiry concerning the

existence of such fact or other matter.

(mm) "Losses" means all losses, liabilities, deficiencies, damages

(including indirect or consequential damages), encumbrances, fines, penalties,

claims, costs and expenses (including all fines, penalties and other amounts

paid pursuant to a judgment, compromise or settlement), court costs and

reasonable legal and accounting fees and disbursements.

(nn) "Material Adverse Effect" means:

(i) with respect to Seller, an effect that is or would reasonably

be expected to be materially adverse (A) to the Business, results of operations

or financial condition of Seller; or (B) to Seller's ability to perform any of

its material obligations under this Agreement or to consummate the transactions

contemplated in this Agreement; or

(ii) with respect to Purchaser, an effect that is or would

reasonably be expect to be materially adverse (A) to the business, results of

operation or financial condition of Purchaser and its Affiliates, considered as

a whole; or (B) to Purchaser's ability to perform any of its material

obligations under this Agreement or to consummate the transactions contemplated

in the Agreement; provided, however, that in determining whether a Material

Adverse Effect has occurred there shall be excluded any effect on the referenced

party the cause of which is: (A) general changes in conditions in the medical

device or health care industry, in the financial markets or in the global or

United States economy so long as any such change does not materially affect the

referenced party to a materially different extent than other similarly situated

Persons, (B) any action or omission of Seller or Purchaser in contemplation of

the transactions set forth in the Agreement, and (C) the announcement of the

transactions contemplated hereby.

(oo) "Member" means all those Persons who hold membership interests in

the Seller as of the date hereof.

(pp) "Net Working Capital" means current assets minus current

liabilities of the Company, calculated in the manner set forth on Schedule 2.4.

(qq) "Other Current Assets" means all current assets of the Business

other than Accounts Receivable, prepaid Taxes and prepaid expenses relating to

any Income Tax Liability, to the extent reflected on the Final Net Working

Capital Statement.

(rr) "Permitted Encumbrances" means (i) liens for Taxes not yet due and

payable, and (ii) such imperfections of title, easements and Encumbrances, if

any, as are not material in character, amount or extent.

(ss) "Permits" means all permits, licenses, consents, franchises,

approvals and other authorizations required from any Governmental Authority or

other Person in connection with the operation of the Business and necessary to

conduct the Business as presently conducted, as set forth on Schedule 4.6.

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(tt) "Person" means any Governmental Authority, individual,

association, joint venture, partnership, corporation, limited liability company,

trust or other entity.

(uu) "Predecessors" means Quan Emerteq Holding, Inc.

(vv) "Proceeding" means any claim, demand, action, suit, litigation,

dispute, order, writ, injunction, judgment, assessment, decree, grievance,

arbitral action, investigation or other proceeding.

(ww) "Product Liability" means any liability, claim or expense

(including attorneys' fees) arising in whole or in part out of a breach of any

product warranty (whether express or implied), strict liability in tort,

negligent design or manufacture of product, negligent provision for services,

product recall, or any other liability, claim or expense arising from the

design, manufacture, packaging, labeling (including instructions for use),

marketing, or sale of products.

(xx) "Purchased Assets" means all right, title and interest of Seller

in and to all of the assets of Seller relating to the Business of whatsoever

nature, tangible or intangible, real or personal, including the following

(except to the extent an Excluded Asset):

(i) the Accounts Receivable;

(ii) the Assumed Contracts;

(iii) the Business Records;

(iv) the Customer Lists;

(v) the Goodwill;

(vi) the Other Current Assets;

(vii) the Intellectual Property owned by Seller or used in the

Business;

(viii) the Tangible Personal Property;

(ix) the Permits (to the extent assignable); and

(x) the Inventory.

(yy) "Purchase Price" means the purchase price for the Purchased Assets

which is an amount equal to Fifty-Five Million Dollars ($55,000,000), increased

or decreased by the Working Capital Adjustment.

(zz) "Related Person" means any Member, director, or officer of Seller

or any other direct or indirect beneficial owner of Seller, any Person related

to any such Member, director, or officer or beneficial owner by blood or

marriage, or any limited liability company, partnership, corporation, trust or

other entity in which any such person has a substantial interest as a member,

partner, shareholder, trustee or otherwise.

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(aaa) "Release" means any spilling, leaking, pumping, pouring,

emitting, emptying, discharging, injecting, escaping, leaching, migrating,

dumping or disposing into the environment which could give rise to an

Environmental Claim or which is required to be reported pursuant to 40 C.F.R.

302 or 355, or any analogous Environmental Law.

(bbb) "Representative" means any officer, director, principal,

attorney, accountant, agent, employee or other representative of any Person.

(ccc) "Subsidiaries" means an affiliate controlled by Seller, directly

or indirectly, through one or more intermediaries.

(ddd) "Tangible Personal Property" means all tangible personal property

of the Business owned or leased by Seller or in which Seller has any interest,

including, without limitation, all production and processing equipment,

warehouse equipment, computer hardware, furniture and fixtures, transportation

equipment, leasehold improvements, tooling, supplies and other tangible assets,

where ever located, together with any transferable manufacturer or vendor

warranties related thereto.

(eee) "Target Net Working Capital" means Two Million Seven Hundred

Fifteen Thousand ($2,715,000).

(fff) "Tax" means any federal, state, local or foreign income, gross

receipts, license, payroll, employment, excise, severance, startup, occupation,

premium, windfall profits, environmental (including taxes under Code Section

59A), customs duties, capital stock, franchise, profits, withholding, social

security (or similar), health, unemployment, disability, real property, personal

property, intangible property, sales, use, transfer, registration, value added,

goods and services, alternative or add-on minimum, estimated, or other tax or

similar obligation of any kind whatsoever, including any interest, penalty or

addition thereto, whether disputed or not.

(ggg) "Tax Liability" means liability for any Taxes owing by the Seller

to any Governmental Authority attributable to the operations and activities of,

or otherwise incurred by or existing with respect to, the Seller for any period

ending on or prior to the Closing Date, including Taxes computed through the

Closing Date with respect to any partial year on a closing-of-the-books basis as

if such partial year ended at the close of business on the Closing Date.

(hhh) "Tax Return" means any return, declaration, report, claim for

refund or information return or statement relating to Taxes, including any

schedule or attachment thereto, and any amendment thereof.

(iii) "Transaction Documents" means this Agreement, the Employment

Agreements, the Lease and the bills of sale, assignments, instruments and other

documents described in Section 3.2(a) and Section 3.3(a).

(jjj) "Working Capital Adjustment" means (i) if the Net Working Capital

on the Closing Date is equal to or greater than the Target Working Capital, the

amount, expressed as a positive number, by which the Net Working Capital on the

Closing Date exceeds the Target Working Capital or (ii) if the Net Working

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Capital on the Closing Date is less than the Target Working Capital, the amount,

expressed as a negative number, by which the Net Working Capital on the Closing

Date is less than the Target Working Capital.

1.2 Other Defined Terms. The following terms shall have meanings defined

for such terms in the sections set forth below:

Term Section

---- -------

"Allocation Accountant" 2.3

"Cash Payment" 2.4(c)

"Casualty" 10.5

"Casualty Amount" 10.5

"Chambers Sale Agreement" 6.6(e)

"Claims Period" 9.1(a)

"Closing" 3.1

"Closing Purchase Price Reconciliation" 2.5(d)

"Closing Statement" 2.4(a)

"COBRA" 4.12(i)

"Covenant Period" 6.8(a)

"Employee Benefits Plans" 4.12(a)

"Employment Agreements" 6.6(c)

"Estimated Net Working Capital" 2.4(a)

"Final Net Working Capital Statement" 2.5(a)

"Final Net Working Capital" 2.5(a)

"Final Net Working Capital Adjustment" 2.5(a)

"Insurance" 4.15

"Leases" 4.14

"Material Contracts" 4.18(a)

"Non-Competition Agreements" 6.6(b)

"Non-Transferable Assets" 3.5

"Personal Guaranties" 6.6(a)

"Preliminary New Working Capital Adjustment" 2.4(a)

"Purchaser Claims Period" 9.1(c)

"Purchaser Indemnified Party" 9.2

"Purchaser Indemnifying Party" 9.3

"Real Estate Purchase Contract" 6.6(d)

"Restricted Activity" 6.8(b)

"Seller Indemnified Party" 9.3

"Seller Indemnifying Party" 9.2(a)

"Seller's Landlord" 6.6(d)

"Third Party Claim" 9.4(b)

1.3 Usage of Terms. Except where the context otherwise requires, words

importing the singular number include the plural number and vice versa. Use of

the word "including" means "including, without limitation."

1.4 References to Articles, Sections, Exhibits and Schedules. All

references in this Agreement to Articles, Sections (and other subdivisions),

Exhibits and Schedules refer to the corresponding Articles, Sections (and other

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subdivisions), Exhibits and Schedules of or attached to this Agreement,

including any updated Schedules as provided for in Section 6.12, unless the

context expressly, or by necessary implication, otherwise requires.

ARTICLE 2

PURCHASE AND SALE OF PURCHASED ASSETS

2.1 Transfer of Purchased Assets. Subject to the terms and conditions

contained in this Agreement, on the Closing Date, Seller shall sell, convey,

transfer, assign and deliver to Purchaser, and Purchaser shall purchase and

acquire from Seller, all of the Purchased Assets free and clear of any

Encumbrances (except the Permitted Encumbrances), and Seller shall retain the

Excluded Assets.

2.2 Assumed Liabilities; Excluded Liabilities. On the Closing Date,

Purchaser shall assume and agree to pay or perform in accordance with their

terms the Assumed Liabilities. Notwithstanding anything to the contrary in this

Agreement or any of the Transaction Documents, and regardless of whether such

liability is disclosed in this Agreement, in any of the Transaction Documents or

on any Schedule or Exhibit hereto or thereto, Purchaser shall not assume, agree

to pay, perform, discharge, bear the economic burden of or in any way be

responsible for any of the Excluded Liabilities. Seller shall retain all of the

Excluded Liabilities.

2.3 Consideration; Allocation. As consideration for the sale, transfer,

assignment, conveyance and delivery of the Purchased Assets, Purchaser shall pay

and deliver to Seller the Purchase Price and shall assume the Assumed

Liabilities. Not later than ninety (90) days after the Closing Date, Purchaser

will (a) retain, at its sole cost, an outside accountant, accounting firm or

evaluation firm to prepare a proposed allocation of the Purchase Price among the

Purchased Assets, and (b) deliver such proposed allocation to Seller. Unless

Seller objects to such allocation within sixty (60) days after receipt by Seller

of such proposed allocation, such allocation shall be considered to be final. If

Seller shall object to Purchaser's proposed allocation, the parties shall

negotiate in good faith to reach agreement upon a final allocation.

Additionally, Purchaser and Seller will (i) reflect the Purchased Assets in

their books and for Tax reporting purposes in accordance with such allocation,

(ii) file all forms required under Code Section 1060 (including Form 8594) and

all other Tax Returns and reports in accordance with and based upon such

allocation, and (iii) unless required to do so in accordance with a

"determination" as defined in Code Section 1313(a)(1), take no position in any

Tax Return, Tax Proceeding, Tax audit or otherwise which is inconsistent with

such allocation.

2.4 Payments by Purchaser.

(a) On the day prior to the Closing Date, Seller shall in good faith

prepare and deliver to Purchaser a certificate (the "Closing Statement")

containing (i) a pro forma estimate of the Net Working Capital as of the Closing

Date (the "Estimated Net Working Capital") and (ii) a pro forma estimate of the

Working Capital Adjustment (the "Preliminary Net Working Capital Adjustment"),

which will be subject to examination and agreement by Purchaser as to

reasonableness. The Estimated Net Working Capital is to be determined in

accordance with the principles set forth on Schedule 2.4. Purchaser and Seller

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agree that the purpose of the Preliminary Net Working Capital Adjustment is to

measure changes between the Target Net Working Capital and the Estimated Net

Working Capital.

(b) Payments required to be made on the Closing Date pursuant to this

Section 2.4 will be determined on the basis of the Closing Statement and the

Preliminary Net Working Capital Adjustment, as provided herein.

(c) At the Closing, Purchaser shall pay to Seller an aggregate amount

equal to Purchase Price, as adjusted by the Preliminary Net Working Capital

Adjustment (the "Cash Payment"), in cash by wire transfer to an account

designated by Seller to Purchaser in writing not less than two (2) business days

prior to the Closing Date.

2.5 Final Net Working Capital Statement; Final Working Capital Adjustment.

(a) Within ninety (90) days after the Closing Date, Purchaser shall

cause to be prepared and delivered to Seller a final statement of Net Working

Capital (the "Final Net Working Capital Statement") setting forth the Net

Working Capital of Seller as of the Closing Date (the "Final Net Working

Capital") and the final Working Capital Adjustment (the "Final Net Working

Capital Adjustment"). The Final Net Working Capital Statement is to be prepared

in accordance with the principles set forth on Schedule 2.4.

(b) Within forty five (45) days following Seller's receipt of the Final

Net Working Capital Statement, Seller shall deliver written notice to Purchaser

of any dispute Seller has with respect to the preparation or content of the

Final Net Working Capital Statement. Such notice must describe in reasonable

detail the items contained in the Final Net Working Capital Statement that

Seller disputes and the basis for any such dispute. If Seller does not notify

Purchaser of a dispute with respect to the Final Net Working Capital Statement

within such 45-day period, such Final Net Working Capital Statement will be

final, conclusive and binding on the parties. In the event of a notification of

a dispute by Seller, Purchaser and Seller shall negotiate in good faith to

resolve such dispute. If Purchaser and Seller fail to resolve such dispute

within thirty (30) days after Seller advises Purchaser of its objections, then

Purchaser and Seller jointly shall engage the Independent Accountants to resolve

such dispute. The Independent Accountants shall only consider those items and

amounts set forth on the Final Net Working Capital Statement as to which

Purchaser and Seller have disagreed within the time period specified above and

must resolve the matter in accordance with the terms and provisions of this

Agreement. Upon the agreement of Purchaser and Seller or the decision of the

Independent Accountants, the Final Net Working Capital Statement will be final,

conclusive and binding on the parties. The fees, expenses and costs of the

Independent Accountants shall be shared equally by Seller and Purchaser. The

determination of the Independent Accountants, absent fraud, shall be deemed a

final arbitration award that is binding on Purchaser and Seller, and neither

party shall seek further recourse to courts, other tribunals or otherwise, other

than to enforce to the final decision of the Independent Accountants. Judgment

may be entered to enforce the final decision of the Independent Accountants in

any court having proper jurisdiction.

(c) For purposes of complying with the terms set forth in this Section

2.5, each party shall cooperate with and make available to the other parties and

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their respective representatives all information, records, data and working

papers, and shall permit reasonable access to its facilities and personnel, as

may be reasonably required in connection with the preparation and analysis of

the Final Net Working Capital Statement and the resolution of any disputes

thereunder.

(d) Within five (5) business days after determination of the Final

Working Capital Adjustment hereunder, Purchaser or Seller, as the case may be,

shall pay to the other the amount by which the Purchase Price, as adjusted by

the Final Working Capital Adjustment, is greater or less than the Purchase Price

as adjusted by the Preliminary Net Working Capital Adjustment (such difference

being the "Closing Purchase Price Reconciliation"). If the Closing Purchase

Price Reconciliation is positive, Purchaser shall promptly pay such difference

to Seller. If the Closing Purchase Price Reconciliation is negative, Seller

shall promptly pay such difference to Purchaser. If Purchaser or Seller fails to

pay any amount owing pursuant to this Section 2.5(d) within five (5) business

days, then the amount owing shall be payable on demand and interest shall accrue

on this unpaid amount from the date due until paid at a rate equal to the lower

of twelve percent (12%) per annum or the highest rate permitted by applicable

law.

2.6 Taxes; Proration. Seller will be responsible for the payment of any

sales, use, transfer, excise, stamp or other similar Taxes imposed by reason of

the transfer of the Purchased Assets pursuant to this Agreement and any

deficiency, interest or penalty with respect to such Taxes.

2.7 Physical Inventory. An inspection and physical count of the Inventory

and Tangible Personal Property shall be conducted by Representatives of Seller

and Purchaser on such date proximate to the Closing Date as the parties shall

mutually agree upon. The inspection and physical count may be observed by

representatives of both Seller and Purchaser. The inspection and physical count

shall be conducted in accordance with such procedures as may be agreed upon by

Seller and Purchaser. The cost of such inspection and physical count, other than

the cost of Purchaser's auditors, shall be shared equally by Seller and

Purchaser. In connection with the physical inventory, (i) Seller shall calculate

the inventory value and (ii) Seller and Purchaser shall verify the presence of

all of the Tangible Personal Property identified in the Tangible Personal

Property List.

ARTICLE 3

CLOSING

3.1 Closing. The closing of the transactions contemplated by this Agreement

will be held at 10:00 a.m. local time on the Closing Date at the offices of

Briggs and Morgan, P.A. or any other place as Purchaser and Seller shall

mutually agree (the "Closing"). The Closing will be effective as of 11:59 p.m.

Blaine, Minnesota time on the Closing Date and the calculation of the Estimated

Net Working Capital and the Final Net Working Capital shall be made as of such

date and time.

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3.2 Conveyances at Closing.

(a) Upon the terms and conditions contained in this Agreement, on the

Closing Date, Seller shall deliver to Purchaser (i) one or more bills of sale

conveying in the aggregate all of the Purchased Assets, (ii) one or more

assignments of the Intellectual Property owned by Seller or used in the Business

in recordable form, (iii) the Seller's and the Seller's Affiliates' filings with

the Secretary of State of Minnesota and other applicable Governmental

Authorities changing the name of the Seller and Seller's Affiliates to a name

that does not contain the words "Quan Emerteq" or any derivative or variation

thereof , (iv) such other instruments as are reasonably requested by Purchaser

to vest in Purchaser title in and to the Purchased Assets in accordance with the

provisions of this Agreement and (v) such other documents and agreements as are

contemplated by this Agreement.

(b) All of such instruments will be in form and substance, and will be

executed and delivered in a manner, reasonably satisfactory to Purchaser and

Seller, but will not diminish the status of title to the Purchased Assets

required to be delivered by Seller pursuant to this Agreement.

3.3 Assumptions at Closing.

(a) Upon the terms and conditions contained in this Agreement, on the

Closing Date, Purchaser will deliver to Seller (i) an assumption of the Assumed

Liabilities, (ii) such other instruments of assumption evidencing Purchaser's

assumption of the Assumed Liabilities as Seller reasonably deems necessary,

(iii) and such other documents and agreements as are contemplated by this

Agreement.

(b) All such instruments will be in form and substance, and will be

executed and delivered in a manner, reasonably satisfactory to Seller and

Purchaser, but will not increase or decrease the Assumed Liabilities required to

be assumed by Purchaser pursuant to this Agreement.

3.4 Certificates and Other Document. Each of Purchaser and Seller shall

deliver or cause to be delivered the certificates and other documents and items

described in Articles 6, 7 and 8.

3.5 Non-Transferable Assets. It is understood that certain Purchased Assets

may not be immediately transferable or assignable to Purchaser, and Purchaser

and Seller may mutually agree, in writing, to allow Seller to retain certain of

such assets after the Closing Date (the "Non-Transferable Assets"), and this

Agreement will not constitute an assignment of any such Non-Transferable Assets.

In such event, (i) Seller shall use commercially reasonable efforts to obtain

any consent or authorization which may be required to transfer or assign the

Non-Transferable Assets to Purchaser or to remove or eliminate any impediment

preventing the transfer or assignment of the Non-Transferable Assets to

Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its

interest in the Non-Transferable Assets to the extent permitted by the terms of

or applicable to such Non-Transferable Assets, it being the intent of the

parties that, to the extent not inconsistent with the foregoing, Purchaser have

the benefit of the Non-Transferable Assets as though it were the sole owner

thereof, (iii) Seller shall take all commercially reasonable actions necessary

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to preserve the value of the Non-Transferable Assets, (iv) Seller shall not

transfer or assign the Non-Transferable Assets to any Person other than

Purchaser or Purchaser's assigns, (v) Seller shall transfer or assign the

Non-Transferable Assets to Purchaser at the earliest date, if any, on which such

transfer or assignment can be effected and (vi) Purchaser will be responsible

for obligations relating to such Non-Transferable Assets arising or occurring on

or after the Closing Date as if they had been transferred or assigned to

Purchaser in accordance with the terms of this Agreement. Upon the request of

Purchaser, Seller shall enforce, for the account and on behalf of Purchaser, any

rights of Seller arising under or in connection with any Non-Transferable Asset.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

4.1 Organization and Authority of Seller to Conduct Business. Seller is

duly organized, validly existing and in good standing under the laws of the

State of Minnesota. Schedule 4.1 sets forth each jurisdiction where Seller is

qualified to do business. Seller is duly qualified and in good standing in each

jurisdiction where it is required to be qualified and where the failure to

qualify might have a Material Adverse Effect on the Business, financial

condition or operations of Seller. Seller has full corporate power and authority

to conduct its business as it is presently being conducted and to own and lease

its properties and assets.

4.2 Subsidiaries. Except as set forth on Schedule 4.2, Seller has no

Subsidiaries and does not own, directly or indirectly, five percent (5%) or more

of the outstanding capital stock or other voting securities of any corporation

or other Person.

4.3 Power and Authority; Binding Effect. Seller has all necessary power and

authority and has taken all action necessary to authorize, execute and deliver

this Agreement, to consummate the transactions contemplated by this Agreement,

and to perform its obligations under this Agreement. Seller has delivered to

Purchaser copies of all resolutions of the Board of Governors and Members of

Seller with respect to the transactions contemplated by this Agreement,

certified by the Secretary of Seller, in form reasonably satisfactory to counsel

for Purchaser. No other action on the part of Seller is required to authorize

the execution and delivery of this Agreement and to consummate the transactions

contemplated hereby. This Agreement has been duly executed and delivered by

Seller and constitutes a legal, valid and binding obligation of Seller,

enforceable in accordance with its terms, except as such enforcement may be

limited by the Enforceability Limitations.

4.4 Title; Condition of Tangible Personal Property.

(a) Seller has good and marketable title free and clear of all

Encumbrances to all of the Purchased Assets except for the Permitted

Encumbrances and the security interest held by Washington County Bank, N.A. and

Center Capital Corporation. The Purchased Assets, together with any properties

and assets licensed or leased by Seller and disclosed in Schedule 4.4(a),

constitute all tangible and intangible assets that Seller has used in connection

with the operation of the Business as conducted on the date hereof. At Closing,

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the Purchased Assets will be delivered free and clear of the security interest

held by Washington County Bank, N.A. and Center Capital Corporation.

(b) No repairs or replacements are necessary to the Tangible Personal

Property and the Tangible Personal Property is operational and in a condition

adequate and sufficient for use in the Business as it has been conducted to

date, ordinary wear and tear excepted.

4.5 No Conflict; Governmental Authorization; Required Filings and Consents.

(a) Except as set forth on Schedule 4.5, neither the execution and

delivery of this Agreement nor the consummation of any of the transactions

contemplated by the Agreement do, or will, directly or indirectly (with or

without notice or lapse of time or both), contravene, violate or conflict with

the Seller's Charter Documents, result in any breach of or constitute a default

(or an event which with notice or lapse of time or both would become a default)

under, terminate or cancel or give to others any rights of termination,

acceleration or cancellation of (with or without notice or lapse of time or

both), or result in the creation of an Encumbrance of any nature whatsoever on

any of the Purchased Assets of Seller pursuant to, any of the terms, conditions

or provisions of any Assumed Contract.

(b) The execution and delivery of this Agreement by Seller does not,

and the performance of this Agreement and the consummation of the transactions

contemplated by the Agreement by the Seller will not, require any consent of or

filing with or notification to, any Governmental Authority, except the Seller's

and the Seller's Affiliates' filings with the Secretary of State of Minnesota

and other applicable Governmental Authorities changing the name of the Seller

and Seller's Affiliates to a name that does not contain the words "Quan Emerteq"

or any derivative or variation thereof on the Closing Date.

4.6 Compliance with Laws and Permits.

(a) To the Knowledge of Seller, Seller and Seller's Predecessors have

been at all times during the last three (3) years, and Seller is now being,

operated in compliance with applicable Governmental Requirements for any

instances of non-compliance which could not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect on Seller. This

Section 4.6 does not apply to environmental or pollution-related Governmental

Requirements or matters, it being the intent and agreement of the parties that

such matters be exclusively the subject of Section 4.20.

(b) Schedule 4.6(b) identifies all Permits issued in connection with

the Business and currently in effect, and includes (i) the Governmental

Authority that issued the Permit, (ii) the expiration date of each Permit, and

(iii) whether the Permit is freely transferable to Purchaser. To the Knowledge

of Seller, the Permits constitute all permits, consents, licenses, franchises,

authorizations and approvals used in the operation of and necessary to conduct

the Business. All of the Permits are valid and in full force and effect, no

violations have been experienced, noted or recorded, and no Proceeding is

pending or, to the Knowledge of Seller, threatened to revoke or limit any of the

Permits.

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(c) Without limiting the provisions of Section 4.6(a) above, to the

Knowledge of Seller, Seller and Seller's Predecessors have in all material

respects during the last three (3) years complied with, and are now in

compliance with, all requirements pursuant to the Federal Food Drug and Cosmetic

Act, regulations promulgated thereunder by the U.S. Food and Drug Administration

("FDA"), and all Governmental Requirements administered or issued by any other

Governmental Authority having regulatory authority over products developed,

tested, manufactured, distributed or sold by Seller in the United States,

including without limitation applicable FDA, pre-market approval and pre-market

notification requirements. Except as disclosed on Schedule 4.6(c), all required

notifications and applications have been filed with the FDA and any other such

Governmental Authority and have been cleared or approved, as applicable, by the

FDA and each such Governmental Authority, for any products tested, distributed

or sold by Seller. Except as set forth on Schedule 4.6(c), the Seller has not

received from any Governmental Authority having regulatory authority over the

Business's products any notice, warning letter or other similar communication

stating that Seller is in violation of any Governmental Requirements. Except as

set forth on Schedule 4.6(c), none of products of the Business have been

recalled, whether voluntary or otherwise, or are or have been subject to device

removal or correction reporting requirements, and Seller and Seller's

Predecessors have not received notice, either completed or pending, or to

Seller's Knowledge, of any proceeding seeking a recall, removal, or corrective

action of any products. To Seller's Knowledge, no employees or agents of the

Business have made an untrue statement of material fact to any Governmental

Authority with respect to any product tested, manufactured, distributed, or sold

by the Business. Except as set forth on Schedule 4.6(c), there has been and is

no pending or, to Seller's Knowledge, threatened or anticipated FDA or other

Government Authority proceeding, investigation, review, or inquiry relating to

Seller's development, testing, manufacture distribution, or sale of its

products.

4.7 Financial Statements; Unknown Liabilities.

(a) Seller has delivered to Purchaser the Financial Statements. The

Financial Statements fairly present, in all material respects, the financial

condition and the results of operations of Seller and Seller's Predecessor(s),

as applicable, as of their respective dates and for the periods then ended,

except as set forth on Schedule 4.7(a). The books and records of Seller and

Seller's Predecessor(s) from which the Financial Statements were prepared fairly

reflect, in all material respects, the assets, liabilities and operations of

Seller and Seller's Predecessor(s), as applicable, and the Financial Statements

are in conformity therewith.

(b) Except as set forth on Schedule 4.7(b), there are, and as of the

Closing Date there will be, no material liabilities or obligations of any

nature, whether absolute, accrued, contingent, known, matured, unmatured or

otherwise that would require disclosure in Seller's financial statements in

accordance with GAAP, of Seller except (i) liabilities and obligations reflected

in the Financial Statements (ii) liabilities relating to facts, circumstances or

events specifically disclosed on the Schedules, (iii) liabilities reflected in

the calculation of the Working Capital Adjustment as finally determined, and

(iv) liabilities and obligations incurred between the date of the Interim

Financial Statements and the Closing Date in the ordinary course of business of

Seller (none of which results from, arises out of or relates to any breach of

contract, breach of contractual warranty, tort, infringement or violation of

Governmental Requirement).

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4.8 Tax Matters.

(a) (i) Seller and its Predecessors have filed all Tax Returns that

were required to be filed, (ii) all Taxes required to have been withheld in

connection with amounts paid or owing to any employee, independent contractor,

creditor, Member or other third party have been withheld, (iii) all such Tax

Returns were correct and complete in all material respects when filed, (iv) all

Taxes required to have been paid and relating to the Business (whether or not

shown on any Tax Return) have been paid, (v) Seller and its Predecessors are not

currently the beneficiary of any extension of time within which to file any Tax

Return and (vi) no notice has been received by Seller or its Predecessors and no

claim has been made within the last five (5) years by any Governmental Authority

in a jurisdiction where Seller or its Predecessors does not file Tax Returns

that it is or may be subject to taxation by that jurisdiction. There are no

Encumbrances on any of the Purchased Assets that arose in connection with any

failure (or alleged failure) to pay any Tax.

(b) There is no dispute or claim concerning any Tax Liability of the

Business, either (i) claimed or raised by any Governmental Authority in writing

or (ii) as to which Seller has Knowledge. Schedule 4.8(b) lists all income Tax

Returns filed with respect to the Business for any taxable period ended on or

after December 31, 2003, indicates those Tax Returns which have been audited,

and indicates those Tax Returns that currently are the subject of audit. Seller

has delivered to Purchaser correct and complete copies of all income Tax

Returns, examination reports and statements of deficiencies assessed against or

agreed to by Seller or its Predecessors for any taxable period ended on or after

December 31, 2003.

4.9 Intellectual Property.

(a) Schedule 4.9 lists all of the Intellectual Property that is owned

by Seller or used in the conduct of the Business as of the date of this

Agreement. Except as set forth on Schedule 4.9 and except for standardized

software generally available to the public, Seller owns, free and clear of any

Encumbrances, or has a right and/or license to use, as the case may be, all

Intellectual Property used by the Business.

(b) Except as provided in Schedule 4.9, no claim has been asserted or,

to Seller's Knowledge, threatened in writing by any Person, to the effect that

(i) the Intellectual Property owned by Seller or used in the Business, or the

manufacture, use or sale of any products by the Business would infringe or

infringes or misappropriates the Intellectual Property rights of any Person, or

(ii) challenging or questioning the validity or effectiveness of any license or

agreement with respect to the Intellectual Property owned by the Seller or used

in the Business. Seller has paid all filing fees, maintenance fees and other

amounts that was required to be paid and that were due and owing as of the date

hereof under applicable Government Requirements with respect to the Intellectual

Property owned by the Seller or used in the Business, or under any Assumed

Contract relating to the Intellectual Property owned by the Seller or used in

the Business. The issued patents and trademark registrations set forth on

Schedule 4.9 are valid and, to Seller's Knowledge, no challenge against any such

registrations has been brought by any party in any judicial or administrative

proceeding.

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(c) To the Knowledge of Seller, no Person nor such Person's business or

products has infringed, or misappropriated any Intellectual Property owned by

Seller or used in the Business, or currently is infringing, or misappropriating

any Intellectual Property owned by Seller or used in the Business.

(d) To Seller's Knowledge, no employee or consultant of Seller is

subject to or otherwise restricted by any employment, nondisclosure, assignment

of inventions, non-solicitation of employees or non-competition agreement

between such employee or consultant and a third party that has been violated or

will be violated as a result of any of the transactions contemplated by this

Agreement. Jennifer Crystal, Lee Yang, Pa Dee Vue, Angela Lee, John Lyon,

Angelina Vane, Merry Yang, Yong Her and all employees of the Business that began

their employment after December 1, 2006 (which includes Tom Walch, Jesse Geroy,

Nick Kampa, Andrea Rassmussen, Jeremy Fossum and Sandy Jagger) have signed a

confidentiality and assignment of inventions agreement substantially in the

form(s) previously delivered to Purchaser. John Swoyer and Jeffrey Gagnon have

signed a non-compete, non-disclosure and assignment of inventions agreement with

the Seller in the form previously delivered to Purchaser. Richard Farrell and

Brian Farrell have signed a non-disclosure and assignment of inventions

agreement with the Seller in the form previously delivered to Purchaser. The

employees referred to in this Section 4.9(d) are all of the employees in a

position to invent the Intellectual Property described in Schedule 4.9 and have

signed an assignment of inventions agreement with the Seller.

(e) Except as provided on Schedule 4.9, Seller and its Predecessors

have not granted any license or otherwise transferred any Intellectual Property

owned by Seller or used in the Business to any Person, or agreed to indemnify

any third party with respect to any alleged infringement or misappropriation of

any third party's Intellectual Property by Seller or the Business. Except as

provided in Schedule 4.9, Seller is not bound by or a party to any options,

licenses or Contracts of any kind relating to the Intellectual Property rights

of any other P