EXCHANGE AGREEMENT
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                  This EXCHANGE  AGREEMENT made and entered into this 1st day of
March,  2002,  by and  between  all of the  stockholders  of  PanaMed,  Inc.,  a
California corporation, (hereinafter "PM"), with its principal place of business
at 537 Constitution  Avenue,  Suite A, Camarillo,  California  93012; and Micron
Solution, Inc. a Nevada corporation,  (hereinafter "Micron"), with its principal
place of  business  at 8361 East Evans Road,  Suite  #105,  Scottsdale,  Arizona
85260.
                                   WITNESSETH:
                  WHEREAS,  Micron is a public  corporation  with 409 registered
stockholders   owning  of  record  or  beneficially   3,965,200  shares  of  the
corporation's common stock, par value $0.001 per share; and
                  WHEREAS, PM desires to obtain equity and management control of
Micron in exchange for all of its  outstanding  stock in exchange for 98% of the
outstanding  stock of Micron whereby PM will become a wholly owned subsidiary of
Micron.
         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
promises,  agreements and covenants herein contained,  the parties hereto hereby
agree as follows:

         1.  [REPRESENTATIONS  AND  WARRANTIES OF PM] PM hereby  represents  and
         warrants to Micron that:

                  (a) PM is a corporation  duly  incorporated  under the laws of
the State of California  and is not qualified to do business in any other State.
PM has the corporate power to conduct its business as is now being conducted.


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                  (b) PM, on the date hereof and at the Closing date hereinafter
provided,  owns free and clear of all liens,  charges and  encumbrances,  all of
those assets  appearing on the un- audited  financial  statements for the period
ended  December  31, 2001 which are marked  Exhibit  AA@, and which are attached
hereto and incorporated herein by this reference.
                  (c) PM has good and  marketable  title to all of the  property
and assets, Set forth in Exhibit AA@.
                  (d) PM  has   no  obligations,   liabilities  or  commitments,
contingent  or otherwise,  of a material  nature which are not provided for with
respect to those assets listed on Exhibit A.
                  (e) Since   December  31,  2001,  PM has had no  change in the
nature of the business of PM, nor in the financial condition of the assets being
conveyed,  other than changes in the usual and ordinary course of business, none
of which has been materially  adverse and PM has not incurred any obligations or
liabilities or made any commitments  other than in the usual and ordinary course
of business.
                  (f) PM is not a  defendant,  nor a  plaintiff  against  whom a
claim has been asserted, in any litigation,  pending or threatened,  nor has any
material  claim  or  investigation  been  made or  asserted  against  PM,  nor a
plaintiff  against whom a  counterclaim  has been asserted,  in any  litigation,
pending  or  threatened,  nor are there any  proceedings  threatened  or pending
before any federal,  state or municipal  government,  or any department,  board,
body or agency thereof, involving PM.
                  (g) PM is not in default  in any  material  respect  under any
agreement to which it is a party, nor in the payment of any of its obligations.


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         (h) PM will not  re-capitalize  by a reverse  split of the Common stock
authorized by the terms of this Exchange Agreement for a period of one year from
the date hereof.
2.       [REPRESENTATIONS  AND  WARRANTIES  OF  MICRON]  Micron  represents  and
warrants to PM that:
                  (a)  Micron  is  a  corporation  duly  organized  and  validly
existing and in good  standing  under the laws of the State of Nevada and is not
qualified  to transact  business in any other  state.  Micron has the  corporate
power to carry on its business as now being conducted.
                  (b) Micron has an  authorized  capitalization  of  100,000,000
shares,  of which There are issued and  outstanding  3,965,000  shares of common
stock,  par value $0.001 per share,  owned of record or  beneficially by no less
than 409 registered  shareholders.  There are no other authorized or outstanding
equity or debt securities of Micron of any class,  kind or character,  and there
are no  outstanding  subscriptions,  options,  warrants or other  agreements  or
commitments  obligating  Micron to issue any  additional  shares of its  capital
stock of any  class,  or any  options or rights  with  respect  thereto,  or any
securities convertible into any shares of stock of any class.
                  (c) Certified  copies  of the  Articles of  Incorporation  and
By-Laws of Micron,  which have been  heretofore  furnished to PM by Micron,  are
true and  correct  copies,  including  all  amendments  thereto.  Copies  of the
registration  statement  on Form 10SB filed  with the  Securities  and  Exchange
Commission and the amendments thereto have been delivered to PM. Copies of Forms
10Q for March 31,  2001,  June 30, 2001,  September  30, 2001 and Form 10KSB for
December 2000 have been delivered to PM.

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                  (d)  Micron  has  delivered  to PM  its  un-audited  financial
statements  which are  attached  hereto as  Exhibit  AB@ for the  periods  ended
September  30,  2001,  June 30,  2001,  March  31,  2001 and  audited  financial
statements for December 31, 2001. The financial  statements of Micron accurately
set forth the financial condition of Micron as of the dates specified,  prepared
in  conformity  with  generally  accepted  accounting  principles   consistently
applied.
                  (e)  Micron  has  good  and  marketable  title  to  all of its
property and assets subject to no mortgage,  pledge,  lien or other  encumbrance
except as disclosed in the financial statements attached as Exhibit AB@.
                  (f) As of the date of the financial statements,  Micron has no
 obligations,  liabilities,  or  commitments,  contingent  or  otherwise,  of  a
 material nature, except as set forth in
the financial statements attached as Exhibit AB@.
                  (g) Since the date of the aforementioned financial statements,
there has been no change in the nature of the  business  of  Micron,  nor in its
financial  condition or  property,  other than changes in the usual and ordinary
course of business,  none of which has been materially  adverse,  and Micron has
incurred no obligations or liabilities or made any commitments other than in the
usual and ordinary course of business,  none of which singularly or collectively
are material, except as disclosed in Exhibit AB@.
                  (h) Micron is not a party to any employment  contract with any
officer,  director,  or  stockholder,  or  to  any  lease,  agreement  or  other
commitment,  nor to any pension,  insurance,  profit sharing,  stock purchase or
bonus plan, except as disclosed in Exhibit AB@.


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                  (i) Micron is not a defendant,  nor a plaintiff against whom a
counterclaim has been asserted,  in any litigation,  pending or threatened,  nor
has any claim or  investigation  been made or asserted  against Micron,  nor are
there any  proceedings  threatened  or  pending  before  any  federal,  state or
municipal  government,  or  any  department,  board,  body  or  agency  thereof,
involving Micron, except as disclosed in Exhibit AB@.
                  (j) Micron is not in default  under any  agreement to which it
is a party, nor in the payment of any of its obligations.
                  (k)  Between  the  date of the  financial  statements  and the
closing,  Micron will not have (i) paid or declared any dividends on or made any
distributions  in  respect  of, or issued,  purchased  or  redeemed,  any of the
outstanding  shares of its Micron stock, or issued any additional  shares of its
Micron  stock,  or (ii)  made or  authorized  any  changes  in its  Articles  of
Incorporation, or in any amendment thereto, or in its By-Laws, or (iii) made any
commitments or  disbursements  or incurred any obligations or liabilities  which
are not in the usual and  ordinary  course of  business,  or (iv)  mortgaged  or
pledged or subjected to any lien, charge or other encumbrance any of its assets,
tangible or  intangible,  or (v) sold,  leased,  or transferred or contracted to
sell, lease or transfer any assets, tangible or intangible,  or entered into any
other  transactions,  or (vi) made any loan or  advance  to any  stockholder  of
Micron, or to any other person,  firm, or corporation,  or (vii) made any change
in any existing  employment  agreement or increased the compensation  payable or
made any  arrangement  for the  payment of any bonus to any  officer,  director,
employee or agent, except as set forth in Exhibit AB@ hereof.


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                  (l) This Exchange  Agreement has been duly executed by Micron,
by  its  President  who  has  been  duly  authorized  to do so by the  Board  of
Directors, and the execution and performance of this Exchange Agreement will not
violate,  or result in a breach of, or  constitute  a default in its Articles of
Incorporation,  any agreement,  instrument,  judgment,  order or decree to which
Micron is a party, or to which Micron or any of its properties are subject,  nor
will such execution and  performance  constitute a violation of or conflict with
any  fiduciary  duty to  which  Micron  is  subject,  to the  best  of  Micron's
knowledge.
                  (m) Micron   has  timely  filed  or  timely  filed   necessary
extensions  with the  appropriate  governmental  authorities,  all tax and other
returns  required to be filed by it. Such  returns are true and complete and all
taxes shown thereon to be due, have been paid.
                  (n) Micron is not in default with respect to any order,  writ,
injunction,  or  decree  of any  court of  federal,  state,  municipal  or other
governmental department,  commission,  board, bureau, agency or instrumentality,
and there are no actions, suits, claims,  proceedings or investigations pending,
or to the knowledge of Micron, threatened against or affecting Micron, at law or
in equity, or before or by any federal,  state, municipal, or other governmental
court,  department,   commission,  board,  bureau,  agency  or  instrumentality,
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domestic or foreign. Micron has complied in all material respects with all laws,
regulations and orders applicable to its business.
                  (o)  No  representation  or  warranty  in  this  section,  nor
statement in any document,  certificate or schedule furnished or to be furnished
pursuant  to this  Exchange  Agreement  by  Micron,  or in  connection  with the
transactions  contemplated hereby, contains or contained any untrue statement of
a material  fact,  nor does or will omit to state a material  fact  necessary to
make any statement of fact contained herein or therein not misleading.

         3. [DATE AND TIME OF CLOSING] The Closing shall be held on Friday March
1, 2002,  at 10:00 a.m.  local time,  at 50 West Liberty  Street,  Reno,  Nevada
89501,  or at such other time and place as may be mutually  agreed upon  between
the parties in writing.

         4.  [EXCHANGE OF SHARES OF STOCK] The mode of carrying  into effect the
exchange of stock provided for in this Exchange Agreement shall be as follows:

                  (a) Micron  shall call and convene a  stockholders  meeting by
majority  action on March 1, 2002 to authorize the  following  amendments to the
Articles of Incorporation.

      (i) to change the corporate name to PanaMed Corporation.
      (ii) to effect a 1 for 10  reverse  split of the  outstanding  stock  from
      3,965,200 shares to 396,520 shares.
      (iii) to authorize a capitalization of 100,000,000 shares common stock and
      10,000,000  shares of preferred  stock with a par value of $.01 per share.
      (iv) to provide for a term of three years for directors  with one third of
      the Board elected annually.
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                  (b) Micron shall call and convene a Board of Directors meeting
and authorize the following actions:

      (i) The issuance of  approximately  21,000,000  shares in exchange for all
      the  outstanding  stock in PM on a 1 for 1 basis  with a  result  that the
      California corporation becomes a wholly owned subsidiary of Micron.
      (ii) the election of the nominees of PM to comprise the Board of Directors
      of Micron.
      (iii)  Acceptance  of  resignation  of  Kimberly  Legere as an officer and
      director.

         5. [FINDERS=  FEES] Each party  represents to the other that it has not
employed any other broker or agent,  or entered into any other agreement for the
payment  of any  finders=  fees or  compensation  to any other  person,  firm or
corporation in connection with this transaction.

         6. [NOTICES] Any notice under this Exchange  Agreement  shall be deemed
to have been sufficiently given if sent by registered or certified mail, postage
prepaid, or other sufficient form of delivery addressed as follows:
/ / /

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    If to Micron, to:                          If to PM, to:
    Micron Solutions, Inc.                     PanaMed, Inc.
    8361 E. Evans Road, Suite #105             537 Constitution Ave. Suite #A
    Scottsdale, AZ 85260                       Camarillo, CA 93012

or to any other address or addresses which the parties may hereafter designate.

         7.  [FURTHER  ASSURANCES]  Each party hereto  hereby agrees to take any
further  action  necessary  or  desirable  to carry out the  provisions  of this
Exchange Agreement.

         8. [COUNTERPARTS] This Exchange Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be an original,
but all such counterparts shall constitute one and the same instrument.

         9.  [MERGER  CLAUSE]  This  Exchange  Agreement  supersedes  all  prior
agreements  and  understandings  between  the  parties and may not be changed or
terminated orally, and no attempted change,  termination or waiver of any of the
provisions  hereof shall be binding  unless in writing and signed by the parties
hereto.

         10.  [GOVERNING  LAW] This Exchange  Agreement shall be governed by and
construed according to the laws of the State of Nevada. / / /


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         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Exchange
Agreement to be executed the day and year first above written.

MICRON SOLUTIONS, INC.                  PANAMED, INC.
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By: /s/ Kimberly Legere             By /s/ Thomas W. Sims
         Kimberly Legere                     Thomas W. Sims
         President                           President & Exchange Agent for the
         Micron Solutions, Inc.              stockholders of PanaMed, Inc.




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