Exhibit 2.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into on September 30, 2009 , by and among (i) Cardo Medical, Inc., a Delaware corporation ("Buyer"); and (ii) Vertebron, Inc., a Delaware corporation ("Seller"). Capitalized terms used herein shall have the meanings ascribed to them in Schedule 1.

Recitals

WHEREAS , the Seller is a Debtor-in-Possession pursuant to Title 11 of the United States Code (11 U.S.C. §§ 101-1330, as amended) (the "Bankruptcy Code"), under Case No. 09-50291 (AHWS) (hereinafter referred to as the "Bankruptcy Case"), presently pending in the United States Bankruptcy Court for the District of Connecticut (hereinafter referred to as the "Bankruptcy Court"), and Seller, upon proper approval and authorization from the Bankruptcy Court, may sell and assign assets outside of the ordinary course of business;

            WHEREAS, this Agreement shall be authorized, implemented and approved through a sale procedure pursuant to 11 U.S.C. §§ 363 and 365; and

            WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the rights, title and interest in, to and under substantially all of the assets, tangible and intangible, of the Seller used in its business subject to the terms and conditions of this Agreement.

Agreement

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

ARTICLE I
SALE AND PURCHASE OF ASSETS

1.01    Sale and Purchase of Assets; Excluded Assets .

1. Assets . On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept delivery of, all right, title and interest in and to substantially all of the Assets (other than the Excluded Assets), free and clear of all Liens, including but not limited to any Liens arising from any capitalized leases, pursuant to Sections 363 and 365 of the Bankruptcy Code. It is specifically understood and agreed by the parties hereto that Buyer is acquiring, and Seller is selling, substantially all of the tangible and intangible assets attributable to or Used by Seller in its business, except the Excluded Assets.
2. Method of Conveyance . The sale, transfer, conveyance, assignment and delivery by Seller of the Assets to Buyer in accordance with Section 1.01(a) shall be effected on the Closing Date by Seller's execution and delivery to Buyer of one or more bills of sale, assignments and other conveyance instruments with respect to Seller's transfer of Intangible Rights and other Assets in form and scope reasonably satisfactory to Buyer (collectively the

"Conveyance Documents"). At the Closing, Seller shall transfer, convey, assign and deliver good, valid and, to the extent applicable, marketable title to all of the Assets to Buyer pursuant to the Conveyance Documents, free and clear of any and all Liens.

3. Liabilities . Except as otherwise provided for herein, in no event shall Buyer assume or be responsible for or be required to pay, perform, or discharge any liability, obligation, debt, cost, expense or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise, all of which shall be retained by Seller.

1.02    Consideration for Assets .

1. Consideration . As consideration for the Assets being acquired by Buyer hereunder, Buyer shall pay to Seller in cash the sum of $1,300,000.00 (the "Purchase Price") which amount is inclusive of all cure amounts. At closing, Buyer shall deliver to Seller the Purchase Price less the previously funded deposit amount of $130,000.00. Seller's counsel shall pay the Invibio cure payment of $75,000.00 directly from the proceeds of the Purchase Price at Closing.

ARTICLE II
CLOSING

2.01    Closing . The closing of the transactions contemplated hereby (the "Closing") shall be deemed to occur as of 12:01 p.m., New York time, on October 1 ^st , 2009 at the offices of Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP, or at such other time or on such place as may be mutually agreeable to Seller and Buyer. The date upon which the Closing occurs is hereinafter referred to as the "Closing Date."

2.02    Conditions to the Obligations of Buyer to Close . The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:

1. Bankruptcy Court Approval . This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court to consummate this transaction and that Buyer is the successful bidder for the Assets.
2. Approval Order . Subject to the approval of the Bankruptcy Court, the Seller shall seek the entry of an Order of the Bankruptcy Court (the "Approval Order") which provides that the Assets will be sold and assigned to Buyer, free and clear of all Liens on the Closing Date pursuant to §§ 363 and 365 of the Bankruptcy Code.
3. Deliveries . At or prior to the Closing, Seller shall deliver to Buyer, as applicable, the items set forth on Schedule 2.02.

2.03    Conditions to the Obligations of Seller to Close . The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:

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1. Bankruptcy Court Approval . This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court to consummate this transaction and that Buyer is the successful bidder at the Bankruptcy Court scheduled auction for the Assets.
2. Deliveries . At or prior to the Closing, Buyer shall deliver to Seller the items set forth on Schedule 2.03.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer that:

3.01    Existence . Seller is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the power to own, manage, lease and hold its Properties and to carry on its business as and where such Properties are presently located and such business is presently conducted.

3.02    Authority, Approval and Enforceability . This Agreement has been duly executed and delivered by Seller; Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby has been duly and validly authorized and approved by all action necessary on behalf of Seller. Each of this Agreement and each Collateral Agreement to which Seller is a party constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms.

3.03    Sale Free and Clear of Liens . On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept delivery of, all right, title and interest in and to substantially all of the Assets (other than the Excluded Assets), free and clear of all Liens, including but not limited to any Liens arising from any capitalized leases, pursuant to Sections 363 and 365 of the Bankruptcy Code. It is specifically understood and agreed by the parties hereto that Buyer is acquiring, and Seller is selling, substantially all of the tangible and intangible assets attributable to or Used by Seller in its business, except the Excluded Assets. Notwithstanding paragraph 6.01 of this Agreement, this representation and warranty shall survive closing and confirmation of a Chapter 11 Plan. Nothing herein shall be deemed to sell or transfer to Buyer, the outstanding sums (if any) due by Buyer to Seller under the Accelerated Innovation, LLC agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

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4.01    Existence . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the power to own, manage, lease and hold its properties and to carry on its business as and where such properti