Summary of AVATECH SOLUTIONS INC

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 9, 2009 Avatech Solutions, Inc. (the "Company") entered into a Technology Transfer Agreement (the "Agreement") with Autodesk, Inc., a Delaware corporation ("Autodesk"), to sell to Autodesk the Company's BIMreview software application (the "Software") in exchange for $500,000. A copy of the Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The following summary of the material terms of the Agreement is qualified in its entirety by the text thereof.

Pursuant to the Agreement, the Company assigned to Autodesk all of its rights in the Software, although Autodesk is licensing back to the Company a royalty-free irrevocable license in those portions of the Software necessary for the Company to uphold its obligations to support the Company's customers to whom the Company previously licensed a copy of the Software, and to develop certain plug-ins for future use. The Agreement includes a period of time in which the Company must fix any errors in the Software discovered by Autodesk. The Company agreed, for one year after the date of the Agreement, not to sell, distribute or provide a product that performs the same function as the Software or assist others to do so, or provide similar services to competitors of Autodesk. The parties made representations and warranties in the Agreement that are customary for this type of transaction, and the Company agreed to indemnify Autodesk for breaches of the Company's representations and warranties. The Agreement includes certain caps on the amount that the Company is required to pay under its indemnification obligations.

The entire purchase price for the Software was paid at closing, although $125,000 was placed into escrow as a contingency against the Company's breach of its representations and warranties made in the Agreement. Subject to Autodesk's rights to offset its losses against the escrowed amount, the Company is entitled to one-half of the funds in escrow at the first anniversary of the date of the Agreement, and the other half of the funds in escrow following the second anniversary of the date of the Agreement.