EXHIBIT 4.4 ASSET PURCHASE AGREEMENT

EXHIBIT 4.4

ASSET PURCHASE AGREEMENT

PROCAM MACHINE LLC

and

MONROE MACHINED PRODUCTS, INC.

May 24, 2005

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (“Agreement”) is entered into as of May 24, 2005, by and between ProCam Machine LLC, a Washington limited liability company with its principal place of business at 18421 Bothell-Everett Hwy, Suite 150, Mill Creek, WA 98012 (“Seller”), and Monroe Machined Products, Inc., a Washington corporation with its principal offices at 1422 S. 192 ^nd , Seatac, WA 98148 (“Buyer”).

1.0 Purpose

     Buyer desires to buy and Seller desires to sell all of Seller’s rights and assets (“the Assets”) and to assume certain liabilities (“Liabilities”) used or related to Seller’s precision machining and tooling business (the “Business”), and which are described in Sections 2.0 and 3.0 below.

2.0 Purchase and Sale of Assets

     Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell, transfer, assign and deliver to Buyer at Closing, the Assets, including:

     2.1 Equipment . All machinery, equipment, tools, dies, molds, fixtures, furniture, furnishings, and similar personal property (the “Equipment”) related to the Business, including without limitation the Equipment identified in Schedule 2.1 to this Agreement.

     2.2 Inventories . All finished goods, work in progress, raw materials, spare replacement and component parts, loaners and demonstration products, supplies and similar goods (the “Inventories”) related to the Business.

     2.3 Contracts . All contracts, purchase orders, customer orders, quotations and agreements related to the Business, including without limitation those identified in Schedule 2.3(A) to this Agreement, and excluding those identified in Schedule 2.3(B) .

     2.4 Intellectual Property . All intangible assets and intellectual property of the Seller related to or used or useful in connection with the Business, including without limitation the patents, trademarks, copyrights and applications therefore, and goodwill, trade names, trade dress, logos, domain names, designs, programs, drawings, instructions, specifications, know how, trade secrets, in each instance related to, used or useful in connection with the Business.

     2.5 Accounts Receivable . All of Seller’s accounts receivable and pre-paid expenses.

     2.6 Miscellaneous Assets . All consents of government entities (including applications therefor), service materials, purchasing records, manufacturing, quality control and regulatory records, design and development records, accounting records, customer records, and all other books and records, warranties and indemnities, and similar rights related to the Business, subject only to Seller’s rights as set forth in Section 9.1 below.

     2.7 Excluded Assets . With the exception of the documents referenced in Section 9.1 hereto, all other assets are included in the sale.

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3.0 Assumption of Liabilities

     Upon the terms and subject to the conditions of this Agreement, Seller assigns and Buyer agrees to pay, perform and otherwise discharge certain of Seller’s liabilities related to the Business, to the extent incurred or accrued prior to the Closing, including:

     3.1 Inventory/Purchasing . Seller’s obligations and liabilities related to commitments for inventories for the Business ordered by Seller in the ordinary course of business and not yet delivered as of Closing, and to supplier and subcontractors for services or work performed or to be performed in connection with the Business.

     3.2 Customer Obligations . Subject to the provisions of Section 4.2 herein, Seller’s obligations and liabilities related to customers or prospective customers for quotations, orders or contracts for products or services of the Business, or guarantees or warranties or other claims related thereto.

     3.3 Retained Liabilities . All other of Seller’s liabilities, including without limitation, those identified in Schedule 3.3 to this Agreement, are retained by Seller.

4.0 Purchase Price

     4.1 Purchase Price . In full consideration for purchase of the Assets and assumption of the Liabilities, subject to the terms and conditions of this Agreement, including specifically Section 4.2 herein, the Buyer shall pay to Seller the following amounts at Closing (the “Purchase Price”):

          4.1.1 ONE MILLION THREE HUNDRED THOUSAND DOLLARS ($1,300,000.00) for the Assets other than inventory and accounts receivable.

          4.1.2 The net difference, if positive, between, any accounts receivable of the Business collected during the six (6) months subsequent to Closing and earned by the Business prior to Closing, on the one hand, and any accounts payable of the Business paid by Buyer during the six (6) months subsequent to Closing, and accrued as the result of services or products provided to the Business prior to Closing (the “Net Accounts”). If, however, the Net Accounts shall result in a negative number, then that amount shall be deducted from the Purchase Price.

          4.1.3 The total value of the Inventories, calculated as the sum of the following:

                   4.1.3.1 For “Finished Goods” associated with the Business, the jointly audited values at Closing of such goods, to be calculated as follows:

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                  4.1.3.2 For all “Works-In-Progress” associated with the Business, the jointly audited value at Closing of such works, to be calculated as follows:

                  4.1.3.3 For all “Raw Materials” associated with the Business, the jointly audited value at Closing of such material, to be calculated as follows:

     4.2 Holdback . At Closing, the amount of FIFTY THOUSAND DOLLARS ($50,000.00) (the “Holdback Amount”) shall be held back from Seller by Buyer and transmitted to Seller’s Counsel (as identified in Section 10.2) for retention in its trust account. On the six (6) month anniversary of the Closing (the “Holdback Period”), subject to the prior reasonable mutual agreement of Seller’s Counsel and Buyer’s Counsel (as identified in Section 10.2), Seller’s Counsel shall transmit to Seller the Holdback Amount, as that amount is calculated after deduction of the following amounts:

          4.2.1 any amounts reasonably paid by Buyer during the Holdback Period for documented claims by customers against warranties or guarantees offered by the Business or

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Seller prior to Closing; provided that Buyer will provide Seller and Seller’s Counsel with fax notification of any such claims, and Seller shall provide Buyer with any objections or reasonable requests for further information regarding any such claim within five (5) business days of receipt of such notice, or such claim will be deemed to have been to be allowed for payment; and

          4.2.2 the purchase price of any inventory purchased from Seller and reasonably found by both parties to be obsolete (and not having been profitably sold at the conclusion of the Holdback Period after reasonable effort to do so), under Buyer’s standard, and commercially reasonable inventory practices and procedures.

     4.3 Purchase Price Allocation . The Purchase Price shall be allocated by the parties among the Assets in a manner which shall be mutually agreed upon and which shall be set forth in Schedule 4.2 to this Agreement, and shall be utilized by the parties for purposes of completing and filing Internal Revenue Service Form 8594 and for compliance with filing or reporting requirements of any other taxing authority.

     4.4 Taxes . Buyer shall be responsible for all sales, use or transfer taxes, if any, due and payable to any government entity as a result of the transactions contemplated by this Agreement.

5.0 Closing

     Provided the Closing Conditions identified in Section 8.0 below have been satisfied, the Closing shall take place on May 31, 2005 (the “Closing”) at the offices of Leary Franke Droppert, Suite 600, 1500 Fourth Avenue, Seattle, WA 98101, at 10:00 a.m., or on such other date, time and place as the parties may mutually agree.

6.0 Seller’s Representations and Warranties

     Except as is otherwise identified in Seller’s Disclosure Memorandum, which is attached to this Agreement as Schedule 6 , Seller represents and warrants to Buyer as of the date of this Agreement, and shall represent and warrant as of the date of Closing, that:

     6.1 Organization . Seller is a limited liability company, duly organized and validly existing under the laws of the State of Washington, and in good standing under the laws of the State of Washington.

     6.2 Authorization . Seller has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated thereby. This Agreement has been, and each document to be delivered under this Agreement, at Closing shall be, duly executed and constitute the valid, binding obligation of Seller, enforceable against Seller in accordance with its respective terms.

     6.3 No Violations . Neither the execution nor the delivery of this Agreement or any other document or agreement contemplated by it, will materially violate or breach any of Seller’s (i) corporate documents, (ii) the provisions of any other agreement to which Seller is a party, or (iii) any order, injunction, statute, rule, regulation by which Seller is bound, and by which any Asset may be affected or encumbered. The Sellers are not required to give notice to, make a filing with, or obtain the authorization, consent or approval of any third party, including without limitation any governmental entity or court, in order for the parties to consummate the transactions contemplated by this Agreement.

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     6.4 Absence of Changes . Seller has conducted the Business in the ordinary course since April 1, 2005 until Closing, including without limitation not causing or suffering any event, change or effect that is materially adverse to the Business.

     6.5 Taxes . Seller has paid all taxes owing and filed all returns required to be filed with respect to the Assets and Business as of the date of this Agreement, and will have done so as of the date of Closing, except to the extent Seller is not yet required to do so or has, in good faith, timely filed an objection or opposition to payment of same (with respect to which Seller shall retain responsibility to file and pay when due, and shall indemnify Buyer from all liability with respect thereto, including but not limited to personal property taxes for the period prior to Closing).

     6.6 Title . Seller has, and shall deliver to Buyer at Closing, good and marketable title to the Assets, free and clear of any lien, security interest, encumbrance or other restriction on transfer.

     6.7 Compliance with Laws . Seller has and shall until Closing, conduct the Business in compliance with all applicable statutes, rules, regulations, permits, licenses and similar requirements of any applicable government entity or court, and compliance with hazardous material and other environmental compliance requirements.

     6.8. Litigation . The Assets, Business, and the transactions contemplated by this Agreement are not subject to any pending, or to Seller’s knowledge, threatened, action, suit, proceeding, hearing, investigation, claim, judgment, order, decree, injunction, charge or similar requirement, in law or equity, civil, criminal or otherwise.

     6.9 No Broker Arrangement . Seller has made no arrangement, agreement or contract with any broker or agent with respect to the transaction contemplated by this Agreement. Sh