Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

        This  AGREEMENT,  entered  into as of the 8th day of  August,  2007 (the
"AGREEMENT"),  by and among MOYO  PARTNERS,  LLC, a New York  limited  liability
company  ("MOYO"),  R&R  BIOTECH  PARTNERS,  LLC, a Delaware  limited  liability
company  ("RODMAN",  and together with Moyo, the "PURCHASER"),  and NEWTOWN LANE
MARKETING, INCORPORATED, a Delaware corporation ("SELLER" or the "COMPANY").

        WHEREAS, the Seller has authorized the sale and issuance of an aggregate
of twenty two million three hundred  ninety six thousand two hundred twenty nine
(22,396,229) shares of Seller's common stock, $0.001 par value, ("COMMON STOCK")
and five hundred (500) shares of Seller's Series A convertible  preferred stock,
$0.001 par value, each share convertible into seventy four thousand seventy-five
and  one-half  (74,075.5)  shares of Common  Stock at the  option of the  holder
("Preferred  Stock"; the Common Stock and Preferred Stock collectively  referred
to as the "SHARES"); and

        WHEREAS, the Shares (and for purposes hereinafter "Shares" shall include
the shares of Common Stock issuable upon conversion of the Preferred Stock) will
represent  approximately  ninety  percent  (90%) of the issued  and  outstanding
Common Stock immediately following the Closing (as defined below); and

        WHEREAS,  Purchaser  desires  to  purchase  the  Shares on the terms and
conditions set forth herein; and

        WHEREAS, the Seller desires to issue and sell the Shares to Purchaser on
the terms and conditions set forth herein.

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements  herein  contained,  the  Purchaser  and the Seller  hereby  agree as
follows:

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

        Section 1.1 AUTHORIZATION OF SHARES.  The Seller has authorized the sale
and issuance to Purchaser of the Shares.

        Section  1.2 SALE AND  PURCHASE.  Subject  to the terms  and  conditions
hereof, at the Closing (as hereinafter  defined) the Seller shall issue and sell
to Purchaser  and  Purchaser  shall  purchase  from the Seller the Shares for an
aggregate  purchase  price  of Six  Hundred  Thousand  Dollars  ($600,000)  (the
"PURCHASE PRICE") in accordance with the terms set forth in Section 2.2 below.

        Section 1.3  ALLOCATION  OF SHARES.  The  proportion of the Shares to be
purchased by each  Purchaser at the Closing is set forth on the  signature  page
hereto.

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                                    ARTICLE 2
                              CLOSING AND DELIVERY

        Section 2.1 CLOSING DATE.  Upon the terms and subject to the  conditions
set forth herein,  the  consummation of the purchase and sale of the Shares (the
"CLOSING")  shall  be  held  at such  date  (the  "CLOSING  DATE")  and  time as
determined at the mutual  discretion of the Seller and the Purchaser;  PROVIDED,
HOWEVER, that the Closing shall occur no later than ten (10) business days after
the  conditions  precedent  contained  in Article 7 herein  have been  satisfied
(which the parties  hereto  agree shall not be later than August 31, 2007 unless
extended as provided for herein). The Closing shall take place at the offices of
Purchaser's  Counsel,  Morse Zelnick Rose & Lander, LLP, 405 Park Avenue,  Suite
1401, New York, New York 10022,  or by the exchange of documents and instruments
by mail,  courier,  telecopy and wire transfer to the extent mutually acceptable
to the parties hereto.

        Section 2.2 DELIVERY AT CLOSING.  At the  Closing,  subject to the terms
and  conditions  hereof,  the Seller  shall  deliver to  Purchaser  certificates
representing  the Shares to be  purchased at the Closing by  Purchaser,  against
payment of the Purchase Price by check or wire transfer made payable at the time
of Closing.

        Section 2.3 APPLICATION OF CLOSING PROCEEDS. The Purchase Price shall be
applied  by the  Seller  in  reduction  of the  outstanding  balance  under  the
Company's  convertible  promissory  notes in the  original  principal  amount of
$960,000  issued in December 2005 (the "DECEMBER  NOTES").  Such  application in
conjunction with the partial  conversion  contemplated by Section 5.3 hereof and
principal reduction  contemplated by Section 5.4 hereof shall result in the full
satisfaction of any outstanding indebtedness owed under the December Notes.

                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

        Except as set forth  under the  corresponding  section  of the  Seller's
disclosure  schedules (the "SELLER  DISCLOSURE  SCHEDULES")  attached  hereto as
EXHIBIT A, which  Seller  Disclosure  Schedules  shall be deemed a part  hereof,
Seller hereby represents and warrants to the Purchaser that:

        Section  3.1  EXISTENCE  AND  POWER.   Seller  is  a  corporation   duly
incorporated,  validly existing and in good standing under the laws of the State
of  Delaware  and has  all  corporate  powers  and  all  governmental  licenses,
authorizations,  permits,  consents  and  approvals  required  to  carry  on its
business as now conducted, except where a failure to so possess would not result
in a Material  Adverse  Effect  (as  defined  herein)  upon  Seller.  Seller has
heretofore   delivered  to  the  Purchaser  true  and  complete  copies  of  its
Certificate  of  Incorporation,  as amended,  and By-laws,  each as currently in
effect.

        Section 3.2 AUTHORIZATION; NO AGREEMENTS. Subject to the satisfaction of
the  terms  and  conditions  set  forth  herein,  the  execution,  delivery  and
performance by Seller of this  Agreement,  the  performance  of its  obligations
hereunder,  and the  consummation of the  transactions  contemplated  hereby are
within the Seller's  powers.  This Agreement has been duly and validly  executed
and delivered by the Seller and is a legal,  valid and binding obligation of the
Seller,  enforceable  against it in accordance  with its terms.  The  execution,
delivery and  performance  by the Seller of this  Agreement does not violate any
contractual  restriction  contained in any  agreement  which binds or affects or
purports  to bind  or  affect  the  Seller.  The  Seller  is not a party  to any
agreement,  written or


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<PAGE>


oral,  creating  rights in respect of any of such  Shares in any third  party or
relating to the voting of the Shares.  Seller is not a party to any  outstanding
or authorized options, warrants, rights, calls, commitments,  conversion rights,
rights  of  exchange  or  other  agreements  of  any  character,  contingent  or
otherwise,  providing for the  purchase,  issuance or sale of any of the Shares,
and there are no  restrictions  of any kind on the transfer of any of the Shares
other than (a)  restrictions on transfer  imposed by the Securities Act of 1933,
as amended (the  "SECURITIES  ACT") and (b)  restrictions on transfer imposed by
applicable state securities or "blue sky" laws.

        Section 3.3   CAPITALIZATION.

        (a)     The  authorized   capital  stock  of  the  Company  consists  of
29,000,000 shares of Common Stock and 1,000,000 shares of preferred stock with a
$0.001 par value;  there are  6,603,771  shares of Common Stock and no shares of
Preferred  Stock issued and  outstanding  as of the Closing Date,  and there are
approximately  55  shareholders  of record holding the Common Stock.  All of the
issued  and  outstanding  shares of capital  stock of the Seller  have been duly
authorized and validly issued and are fully paid and  nonassessable.  All of the
issued and outstanding  shares of capital stock of the Seller have been offered,
issued and sold by the Seller in  compliance  with all  applicable  federal  and
state securities laws. No securities of the Seller are entitled to preemptive or
similar rights, and no Person has any right of first refusal,  preemptive right,
right of participation,  or any similar right to participate in the transactions
contemplated hereby.  Except as a result of the purchase and sale of the Shares,
there are no outstanding options, warrants, script rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to  subscribe  for or  acquire,  any  shares  of  Common  Stock,  or  contracts,
commitments, understandings or arrangements by which the Seller is or may become
bound to issue  additional  shares  of Common  Stock,  or  securities  or rights
convertible or exchangeable  into shares of Common Stock.  The issuance and sale
of the Shares  will not  obligate  the Seller to issue  shares of Common  Stock,
Preferred Stock or other securities to any Person (other than the Purchaser) and
shall not  result in a right of any  holder of Seller  securities  to adjust the
exercise, conversion, exchange or reset price under such securities.

        (b)     There are no outstanding  obligations,  contingent or otherwise,
of Seller to redeem,  purchase or otherwise  acquire any capital  stock or other
securities of Seller.

        (c)     There  are no  shareholder  agreements,  voting  trusts or other
agreements or  understandings to which Seller is a party or by which it is bound
relating to the voting of any shares of the capital stock of Seller.

        (d)     Subject  to the  satisfaction  of the terms and  conditions  set
forth herein,  the Shares shall be duly authorized for issuance,  when delivered
in accordance  with the terms of this  Agreement,  and shall be validly  issued,
fully paid and  non-assessable  and the sale thereof shall not be subject to any
preemptive or other similar right.

        Section 3.4 SUBSIDIARIES. Seller has no subsidiaries and does not own or
control,  directly  or  indirectly,  any  shares of  capital  stock of any other
corporation or any interest in any partnership, limited liability company, joint
venture or other non-corporate business enterprise.

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        Section 3.5   FINANCIAL STATEMENTS.

        a)      SEC  REPORTS;  FINANCIAL  STATEMENTS.  The  Seller has filed all
reports  required to be filed by it under the  Securities Act and the Securities
Exchange Act of 1934, as amended (the  "EXCHANGE  ACT"),  including  pursuant to
Section 13(a) or 15(d) thereof,  since January 1, 2006 (the foregoing  materials
being collectively referred to herein as the "SEC REPORTS") on a timely basis or
has received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension. The Seller has identified
and made  available to the  Purchaser a copy of all SEC Reports filed within the
10 days preceding the date hereof. As of their respective dates, the SEC Reports
complied in all material  respects with the  requirements  of the Securities Act
and the  Exchange  Act and the  rules  and  regulations  of the  Securities  and
Exchange Commission (the "Commission")  promulgated thereunder,  and none of the
SEC Reports,  when filed,  contained any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.  The financial statements of the Seller included
in the SEC Reports comply in all material  respects with  applicable  accounting
requirements  and the rules  and  regulations  of the  Commission  with  respect
thereto as in effect at the time of filing. Such financial  statements have been
prepared in accordance with generally accepted accounting  principles applied on
a  consistent  basis  during the  periods  involved  ("GAAP"),  except as may be
otherwise  specified in such  financial  statements  or the notes  thereto,  and
fairly present in all material respects the financial position of the Seller and
its consolidated subsidiaries as of and for the dates thereof and the results of
operations  and cash flows for the periods then ended,  subject,  in the case of
unaudited statements, to normal, year-end audit adjustments.

        (b)     Except as set forth in its Form 10-KSB for the fiscal year ended
March 31, 2007:  (i) Seller has not been engaged in any business  activity since
its inception;  (ii) there has been no event, occurrence or development that has
had or that is reasonably expected to result in a Material Adverse Effect; (iii)
the Seller has not incurred any material liabilities outside the ordinary course
of business  (contingent  or  otherwise)  or amended of any material term of any
outstanding  security;  (iv) the Seller has not altered its method of accounting
or the  identity of its  auditors;  (v) the Seller has not  declared or made any
dividend  or  distribution  of cash or other  property  to its  stockholders  or
purchased,  redeemed or made any  agreements to purchase or redeem any shares of
its capital stock;  (vi) the Seller has not issued any equity  securities to any
officer,  director or Affiliate of the Seller; (vii) the Seller has not made any
loan,  advance or capital  contributions to or investment in any Person;  (viii)
the Seller has not entered  into any  transaction  or  commitment  made,  or any
contract or  agreement  entered  into,  relating  to its  business or any of its
assets  (including the  acquisition or disposition of, or creation of a lien on,
any assets) or any relinquishment by Seller of any contract or other right; (ix)
the Seller has not granted any  severance or  termination  pay to any current or
former  director,  officer or  employee of Seller,  or  increased  the  benefits
payable under any existing  severance or termination  pay policies or employment
agreements  or  entered  into any  employment,  deferred  compensation  or other
similar  agreement (or any amendment to any such  existing  agreement)  with any
current or former  director,  officer or employee of Seller;  (x) the Seller has
not  established,  adopted or amended (except as required by applicable law) any
collective  bargaining,  bonus,  profit sharing,  thrift,  pension,  retirement,
deferred  compensation,  compensation,  stock option,  restricted stock or other
benefit plan or arrangement covering any current or former director,  officer or
employee of Seller; (xi) the Seller has not increased the compensation, bonus or
other  benefits  payable or  otherwise  made  available to any current or former
director,  officer or employee of Seller;  and (xii) the Seller has not made any
tax election or any  settlement or compromise  of any tax  liability,  in either
case that

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is material to Seller or entered into any  transaction  by the Seller not in the
ordinary course of business.

        Section  3.6 NO  LIABILITIES  OR DEBTS.  As of the Closing  Date,  after
giving effect to the application of the proceeds as contemplated  hereby,  there
will be no liabilities or debts of Seller  (including the December Notes) of any
kind whatsoever, whether accrued, contingent, absolute, determined, determinable
or  otherwise,  and there will be no  existing  condition,  situation  or set of
circumstances  which could  reasonably be expected to result in such a liability
or debt,  except for accrued franchise taxes. As of the Closing Date, the Seller
will  not be a  guarantor  of any  indebtedness  of any  other  person,  firm or
corporation.

        Section 3.7 LITIGATION.  There is no action, suit, investigation,  audit
or proceeding  pending  against,  or to the best knowledge of Seller  threatened
against or affecting, Seller or any of its assets or properties before any court
or arbitrator or any governmental  body,  agency or official.  The Seller is not
subject to any outstanding judgment,  order or decree.  Neither the Seller, nor,
to the knowledge of the Seller,  any officer,  key employee or 5% stockholder of
the Seller in his,  her or its  capacity as such,  is in default with respect to
any  order,  writ,  injunction,   decree,  ruling  or  decision  of  any  court,
commission,  board or any other government agency. The Commission has not issued
any stop order or other order  suspending the  effectiveness of any registration
statement filed by the Seller under the Exchange Act or the Securities Act.

        Section 3.8 TAXES.  Seller has:  (i) timely  filed with the  appropriate
taxing  authorities  all tax returns  required to be filed by or with respect to
its  business,  or are properly on extension and all such duly filed tax returns
are true, correct and complete in all material respects; and (ii) timely paid in
full or made adequate  provisions for on its balance sheet (in  accordance  with
GAAP)  all  Taxes  shown to be due on such tax  returns.  There are no liens for
taxes upon the assets of Seller except for statutory liens for current taxes not
yet due and payable or which may thereafter be paid without penalty or are being
contested in good faith.  Seller has not  received  any notice of audit,  is not
undergoing  any  audit  of its  tax  returns,  or has  received  any  notice  of
deficiency or assessment from any taxing authority with respect to liability for
taxes  which has not been  fully  paid or  finally  settled.  There have been no
waivers of statutes of  limitations  by Seller with  respect to any tax returns.
Seller has not filed a request with the Internal  Revenue Service for changes in
accounting  methods  within the last three years which  change  would effect the
accounting for tax purposes, directly or indirectly, of its business. Seller has
not  executed  an  extension  or waiver of any  statute  of  limitations  on the
assessment or collection of any taxes due  (excluding  such statutes that relate
to years  currently under  examination by the Internal  Revenue Service or other
applicable taxing authorities) that is currently in effect.

        Section 3.9 INTERNAL  ACCOUNTING  CONTROLS;  SARBANES-OXLEY ACT OF 2002.
The Seller is in compliance with the requirements of the  Sarbanes-Oxley  Act of
2002  applicable to it as of the date hereof.  The Seller  maintains a system of
internal accounting  controls  sufficient to provide reasonable  assurance that:
(i)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorizations;  (ii) transactions are recorded as necessary to permit
preparation  of financial  statements  in  conformity  with GAAP and to maintain
asset  accountability;  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization;  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate  action is taken with respect to any differences.  The
Seller  has  established  disclosure  controls  and  procedures  (as  defined in
Exchange Act Rules  13a-15(e)  and  15d-15(e))  for the Seller and designed such
disclosures controls and procedures to ensure that material information relating
to

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the Seller,  is made known to the  certifying  officers by others  within  those
entities,  particularly  during the period in which the Seller's  Form 10-KSB or
10-QSB, as the case may be, is being prepared.  The Seller's certifying officers
have evaluated the  effectiveness of the Seller's  controls and procedures as of
the date of its most recently filed periodic  report (such date, the "EVALUATION
DATE").  The Seller  presented in its most recently  filed  periodic  report the
conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures  based on their  evaluations as of the Evaluation  Date.
Since the  Evaluation  Date,  there  have  been no  significant  changes  in the
Seller's internal  controls over financial  reporting (as such phrase is defined
in Item 308 of  Regulation  S-B under  the  Exchange  Act) or,  to the  Seller's
knowledge,  in other  factors  that  could  significantly  affect  the  Seller's
internal controls over financial reporting.  Seller's auditors,  at all relevant
times,  have  been duly  registered  in good  standing  with the  Public  Seller
Accounting Oversight Board.

        Section 3.10 SOLVENCY; INDEBTEDNESS.  Assuming satisfaction of the terms
and conditions set forth herein,  based on the financial condition of the Seller
as of the Closing Date, the fair saleable  value of the Seller's  assets exceeds
the amount  that will be  required  to be paid on or in respect of the  Seller's
existing debts and other liabilities (including known contingent liabilities) as
they mature. The Seller does not intend to incur debts beyond its ability to pay
such  debts  as they  mature.  The  Seller  has no  knowledge  of any  facts  or
circumstances  which lead it to believe that it will file for  reorganization or
liquidation  under the  bankruptcy or  reorganization  laws of any  jurisdiction
within one year from the Closing Date. The SEC Reports set forth as of the dates
thereof all outstanding secured and unsecured Indebtedness of the Seller, or for
which the Seller has  commitments.  The Seller is not in default with respect to
any  Indebtedness.  At the Closing,  there will be no  outstanding  liabilities,
obligations or indebtedness of the Seller whatsoever.

        Section 3.11 NO BROKERS. Seller has not retained any broker or finder in
connection with any of the  transactions  contemplated  by this  Agreement,  and
Seller has not  incurred or agreed to pay, or taken any other  action that would
entitle any Person to receive,  any brokerage fee, finder's fee or other similar
fee or commission with respect to any of the  transactions  contemplated by this
Agreement.

        Section  3.12  DISCLOSURE.  All  disclosure  provided  to the  Purchaser
regarding the Seller,  its business and the  transactions  contemplated  hereby,
including the Seller Disclosure Schedules to this Agreement,  furnished by or on
behalf of the Seller with respect to the  representations  and  warranties  made
herein are true and correct with respect to such  representations and warranties
and do not contain any untrue  statement of a material fact or omit to state any
material fact necessary in order to make the statements  made therein,  in light
of the  circumstances  under which they were made,  not  misleading.  The Seller
acknowledges  and agrees that the Purchaser  has not made,  nor is the Purchaser
making,  any  representations  or  warranties  with respect to the  transactions
contemplated hereby other than those specifically set forth herein.

        Section 3.13 NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS. There are no
disagreements of any kind presently existing,  or reasonably  anticipated by the
Seller to arise,  between the  accountants,  and lawyers  formerly or  presently
employed by the Seller and the Seller is current  with  respect to any fees owed
to its accountants and lawyers.

        Section 3.14 NO CONFLICTS.  Subject to the satisfaction of the terms and
conditions  set forth herein,  the execution,  delivery and  performance of this
Agreement  and the  transactions  contemplated  hereby do not and will not:  (i)
conflict  with  or  violate  any  provision  of  the  Seller's   Certificate  or
Certificate  of  Incorporation,  By-laws  or  other  organizational  or  charter
documents; or (ii) conflict

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with,  or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment,  acceleration or cancellation (with or without notice,  lapse of time
or both) of any agreement, credit facility, debt or other instrument (evidencing
a Seller  debt or  otherwise)  or other  understanding  to which the Seller is a
party or by which any property or asset of the Seller is bound or  affected;  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
to which the Seller is subject  (including federal and state securities laws and
regulations),  or by which  any  property  or asset  of the  Seller  is bound or
affected.

        Section 3.15 FILINGS, CONSENTS AND APPROVALS.  Seller is not required to
obtain any consent,  waiver,  authorization  or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or  other  governmental  authority  or  other  Person  in  connection  with  the
execution, delivery and performance of this Agreement.

        Section 3.16 COMPLIANCE. To the knowledge of the Seller, the Seller: (i)
is not in default  under or in violation of (and no event has occurred  that has
not been waived  that,  with notice or lapse of time or both,  would result in a
default by the Seller under), nor has the Seller received notice of a claim that
it is in default  under or that it is in violation  of, any  indenture,  loan or
credit  agreement or any other agreement or instrument to which it is a party or
by which it or any of its  properties  is bound  (whether or not such default or
violation has been waived);  (ii) is not in violation of any order of any court,
arbitrator or governmental  body; and (iii) is not and has not been in violation
of any statute, rule or regulation of any governmental authority.

        Section 3.17  TRANSACTIONS  WITH  AFFILIATES  AND  EMPLOYEES.  Except as
required to be set forth in the SEC  Reports,  and except for amounts to be paid
out of the proceeds hereof or cash on hand of the Company,  none of the officers
or  directors  of the Seller and, to the  knowledge  of the Seller,  none of the
Affiliates  or employees  of the Seller is presently a party to any  transaction
with the Seller (other than for services as employees,  officers and directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such  employee  or, to the  knowledge  of the Seller,  any entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

        Section 3.18 ASSETS.  Except as set forth in the SEC Reports, the Seller
has no material assets including,  without limitation,  goodwill, real property,
tangible personal property,  intangible  personal property,  rights and benefits
under contracts,  and cash. All Seller leases for real or personal  property are
in good standing, valid and effective in accordance with their respective terms,
and there is not under any of such  leases,  any  existing  material  default or
event of default (or event which with  notice or lapse of time,  or both,  would
constitute a material default).

        Section 3.19 INVESTMENT  COMPANY/INVESTMENT ADVISOR. The business of the
Seller  does  not  require  it to be  registered  as an  investment  company  or
investment  advisor,  as such terms are defined under the Investment Company Act
and the Investment Advisors Act of 1940.

        Section 3.20 ENVIRONMENTAL  MATTERS.  The Seller has materially complied
with all applicable  Environmental Laws (as defined below).  There is no pending
or threatened civil or criminal litigation,  written notice of violation, formal
administrative  proceeding or investigation,  inquiry or information  request by
any Government Entity relating to any Environmental Law involving the Seller.

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        Section 3.21  QUOTATION  ON THE OTCBB.  The Common Stock is approved for
quotation  and/or listing on the  Over-The-Counter  Bulletin Board (the "OTCBB")
and the Seller has and continues to satisfy all of the requirements of the OTCBB
for  such  listing  and  for the  quotation  and  trading  of its  Common  Stock
thereunder.  Seller has not been informed, nor does it have knowledge,  that the
NASD or any other applicable regulatory agency has or is reasonably  anticipated
to take action to cause the  Seller's  Common Stock to cease being quoted on the
OTCBB.


                                    ARTICLE 4
                        REPRESENTATIONS OF THE PURCHASER

        Each Purchaser represents and warrants to the Seller, as follows:

        Section  4.1  EXECUTION  AND  DELIVERY.  The  execution,   delivery  and
performance by the Purchaser of this Agreement is within the Purchaser's  powers
and does not violate any  contractual  restriction  contained  in any  agreement
which binds or affects or purports to bind or affect the Purchaser.  Purchaser's
financial  resources are sufficient to enable it to purchase the Shares upon the
satisfaction  of the terms and  conditions  set forth herein,  and Purchaser has
provided  Seller  with such  evidence  thereof as was  reasonably  requested  by
Seller.

        Section 4.2 BINDING EFFECT. This Agreement,  when executed and delivered
by the Purchaser shall be irrevocable  and will constitute the legal,  valid and
binding  obligations  of the  Purchaser  enforceable  against the  Purchaser  in
accordance  with its terms,  except as may be limited by applicable  bankruptcy,
insolvency,   moratorium  and  other  laws  of  general  application   affecting
enforcement  of  creditors'  rights  generally or general  principles  of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).

        Section 4.3 INVESTMENT  PURPOSE.  The Purchaser  hereby  represents that
he/it is  purchasing  the Shares for his/its own account,  with the intention of
holding the Shares,  with no present intention of dividing or allowing others to
participate  in this  investment  or of reselling  or  otherwise  participating,
directly or indirectly,  in a distribution of the Shares, and shall not make any
sale, transfer,  or pledge thereof without registration under the Securities Act
and any  applicable  securities  laws of any  state  unless  an  exemption  from
registration  is available  under those laws. The Shares  delivered to Purchaser
shall bear a restrictive  legend  indicating  that they have not been registered
under the Securities Act of 1933 and are "restricted securities" as that term is
defined in Rule 144 under the Act.

        Section 4.4 INVESTMENT  REPRESENTATION.  The Purchaser  represents  that
he/it has adequate means of providing for his/its  current needs and has no need
for liquidity in this investment in the Shares.  Purchaser represents that he/it
is  an  "accredited  investor"  as  defined  in  Rule  501(a)  of  Regulation  D
promulgated under the Securities Act.  Purchaser has no reason to anticipate any
material change in its financial condition for the foreseeable future. Purchaser
is financially able to bear the economic risk of this investment,  including the
ability to hold the Shares indefinitely or to afford a complete loss of his, her
or its investment in the Shares.

        Section 4.5 INVESTMENT EXPERIENCE.  The Purchaser has such knowledge and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of an investment in the Shares.

                                       8
<PAGE>


        Section 4.6  OPPORTUNITY TO ASK QUESTIONS.  The Purchaser has had a full
and fair  opportunity to make  inquiries  about the terms and conditions of this
Agreement,  to discuss the same and all related matters with his own independent
counsel, his own accountants and tax advisers.  The Purchaser has been given the
opportunity to ask questions of, and receive answers from Seller  concerning the
terms and  conditions of this  Agreement and to obtain such  additional  written
information  about Seller to the extent Seller possesses such information or can
acquire  it  without   unreasonable  effort  or  expense.   Notwithstanding  the
foregoing,  Purchaser  has had the  opportunity  to conduct its own  independent
investigation.  The  Purchaser  acknowledges  and agrees that the Seller has not
made, nor is the Seller making,  any  representations or warranties with respect
to the transactions  contemplated hereby other than those specifically set forth
herein.

        Section 4.7 BROKERS.  Purchaser has not retained any broker or finder in
connection with any of the  transactions  contemplated  by this  Agreement,  and
Purchaser  has not  incurred  or agreed to pay,  or taken any other  action that
would entitle any Person to receive,  any brokerage  fee,  finder's fee or other
similar fee or commission with respect to any of the  transactions  contemplated
by this Agreement.

                                    ARTICLE 5
                            COVENANTS OF THE COMPANY

        Section  5.1 PUBLIC  SELLER  STATUS.  The Seller  shall make any and all
required  filings under the Exchange Act so that it remains a reporting  company
under  the  Exchange  Act  and  so  that  its  Common  Stock  continues  to be a
publicly-traded security. The Seller shall, to the best of its ability, take all
action  necessary to insure that its Common Stock  continues to be quoted on the
OTCBB.

        Section  5.2  PIGGY-BACK  REGISTRATION.  If at any  time  following  the
Closing Date, the Seller shall determine to prepare and file with the Commission
a  registration  statement  relating to an  offering  for its own account or the
account of others under the  Securities  Act of any of its equity  securities (a
"REGISTRATION  STATEMENT"),  other  than  on  Form  S-4 or  Form  S-8  (each  as
promulgated under the Securities Act), then the Seller shall send to Purchaser a
written notice of such  determination and, if within fifteen (15) days after the
date of such  notice,  Purchaser  shall so request in writing,  the Seller shall
include  in  such  Registration  Statement,   for  any  subsequent  registration
statement,  all or any part of such  Shares.  If the  Registration  Statement is
being filed pursuant to a third-party written agreement obligating the Seller to
file such Registration  Statement,  then any Purchaser requesting to be included
in such  Registration  Statement  shall be  entitled  to receive all notices and
documents  sent by the  Seller to the  third-party  whose  securities  are being
registered pursuant to such Registration Agreement.

        Section 5.3  CONVERSION OF DEBT. On or before the Closing Date,  holders
of  the  December  Notes  shall  have  converted  $335,000  of  the  outstanding
principal,  and $144,841 of the accrued  interest as of June 30, 2007 thereunder
into 1,370,987  shares of Sellers Common Stock (the "DECEMBER NOTE  CONVERSION")
which  together  with the payment  described in Sections 2.3 above and 5.4 below
shall  result  in  the  full  satisfaction  to  such  holders  of  any  and  all
indebtedness outstanding under the December Notes.

        Section 5.4 REPAYMENT OF DEBT AND OBLIGATIONS.  On or before the Closing
Date, the Seller shall satisfy all of its liabilities and obligations, including
any incremental  amounts due under

                                       9
<PAGE>


the December Notes  incremental to the amounts  contemplated by Sections 2.3 and
5.3, such that Seller shall have no liabilities or obligations as of the Closing
Date.

        Section 5.5  CORPORATE  BOOKS AND RECORDS.  At least two  business  days
prior to the Closing Date, Seller shall deliver to counsel for the Purchaser the
original  minute  books and  corporate  records of the  Seller,  which books and
records shall be true, complete and correct.


                                    ARTICLE 6
                            COVENANTS OF THE PARTIES

        The parties hereto agree that:

        Section 6.1 PUBLIC ANNOUNCEMENTS.  Except as required by applicable law,
the Seller and the Purchaser  shall  consult with each other before  issuing any
press release or making any public  statement  with respect to this Agreement or
the transactions  contemplated  hereby and will not issue any such press release
or make any such public  statement  prior to such  consultation  and without the
consent of the other parties.

        Section 6.2 NOTICES OF CERTAIN  EVENTS.  In addition to any other notice
required to be given by the terms of this  Agreement,  each of the parties shall
promptly notify the other party hereto of:

        (a)     any notice or other  communication from any Person alleging that
the consent of such Person is or may be required in  connection  with any of the
transactions contemplated by this Agreement;

        (b)     any  notice  or other  communication  from any  governmental  or
regulatory agency or authority in connection with the transactions  contemplated
by this Agreement; and

        (c)     any  actions,  suits,  claims,   investigations  or  proceedings
commenced or, to its knowledge  threatened against,  relating to or involving or
otherwise  affecting such party that, if pending on the date of this  Agreement,
would have been required to have been disclosed pursuant to Section 3 or Section
4 (as the case may be) or that relate to the  consummation  of the  transactions
contemplated by this Agreement.

        Section 6.3 ACCESS TO  INFORMATION.  Following  the date  hereof,  until
consummation of all transactions  contemplated  hereby, the Seller shall give to
the Purchaser, their counsel, financial advisers,  auditors and other authorized
representatives reasonable access to the offices, properties, books and records,
financial   and  other  data  and   information   as  the   Purchaser   and  his
representatives may reasonably request.

        Section 6.4 PROXY  STATEMENT.  If deemed advisable by the Seller and its
counsel,  Purchaser will cooperate with Seller in preparing the Proxy  Statement
and will  promptly  and  timely  provide  all  information  (including,  without
limitation,  any applicable information required by Rule 14f-1 promulgated under
the Exchange Act) relating to its business or operations necessary for inclusion
in the Proxy  Statement  to satisfy all  requirements  of  applicable  state and
Federal  securities  laws  and  regulations.   The  Purchaser  shall  be  solely
responsible  for any statement,  information or omission in the Proxy  Statement
relating to it or its Affiliates based upon written information

                                       10
<PAGE>


furnished  by it for  inclusion  in the  Proxy  Statement.  Seller  will use its
commercially  reasonable  best efforts to cause the Proxy  Statement to be filed
with the SEC as soon as practicable following the execution of this Agreement.

        Section  6.5  SELLER'S  BUSINESS.  Except for  payments  made out of the
proceeds  hereof  or cash on hand of the  Company,  or as  contemplated  by this
Agreement Seller will not,  without the prior written consent of Purchaser,  (i)
make any material change in the type or nature of its business, or in the nature
of its  operations,  (ii)  create or suffer to exist any debt,  other  than that
currently shown in the SEC Reports,  (iii) issue any capital stock or (iv) enter
into  any new  agreements  of any  kind or  undertake  any  new  obligations  or
liabilities.

        Section 6.6 CONSENTS OF THIRD PARTIES. Each of the Parties will give any
notices to third parties, and will use its reasonable best efforts to obtain any
third  party  consents,  that  the  other  Parties  reasonably  may  request  in
connection  with this  Agreement.  Each of the Parties will give any notices to,
make any  filings  with,  and use its  reasonable  best  efforts  to obtain  any
authorizations, consents, and approvals of governments and governmental agencies
in connection with the matters in this Agreement.

        Section 6.7  INDEMNIFICATION  OF OFFICERS  AND  DIRECTOR.  All rights to
indemnification  existing  in favor  of  those  persons  who are  directors  and
officers  of the  Seller  as of the  date of this  Agreement  (the  "Indemnified
Persons")  for their  acts and  omissions  occurring  prior to the  Closing,  as
provided in the Seller's  Certificate  of  Incorporation  and Bylaws (each as in
effect as of the date of this  Agreement),  shall survive the Closing and Seller
shall,  and the  Purchaser  shall cause the Seller to,  continue to provide such
indemnification to the fullest extent permitted by Delaware law.

                                    ARTICLE 7
                              CONDITIONS PRECEDENT

        Section 7.1 CONDITIONS OF OBLIGATIONS OF THE PURCHASER.  The obligations
of the Purchaser are subject to the  satisfaction  of the following  conditions,
any or all of which may be waived in whole or in part by Purchaser:

        (a)     REPRESENTATIONS AND WARRANTIES.  Each of the representations and
warranties of the Seller set forth in this  Agreement  shall be true and correct
in all material  respects as of the Closing  Date,  as if made on and as of such
date.

        (b)     COMPLIANCE  CERTIFICATE.  The Chief Executive  Officer of Seller
shall deliver to the Purchaser at the Closing a certificate certifying: (i) that
there has been no material adverse change in the business,  affairs,  prospects,
operations,  properties,  assets or  conditions  of the Seller since the date of
this  Agreement;  (ii) that  attached  thereto  is a true and  complete  copy of
Seller's Certificate of Incorporation,  as amended, as in effect at the Closing;
(iii) that  attached  thereto is a true and  complete  copy of its By-laws as in
effect at the Closing;  and (iv) each of the  representations  and warranties of
the  Seller set forth in this  Agreement  are true and  correct in all  material
respects as of the Closing Date as though made on and as of the Closing Date.

        (c)     GOOD STANDING  CERTIFICATE.  The Seller shall have furnished the
Purchaser  with good  standing and  existence  certificates  for Seller from the
State of Delaware.

                                       11
<PAGE>


        (d)     CERTIFIED  LIST OF RECORD  HOLDERS.  The  Purchaser  shall  have
received  a current  certified  list  from the  Seller's  transfer  agent of the
holders of record of Seller's Common Stock.

        (e)     BOARD  OF  DIRECTORS  RESOLUTIONS.   The  Purchaser  shall  have
received executed resolutions of the Board of Directors of Seller approving this
Agreement and the transactions contemplated herein.

        (f)     PERFORMANCE.  The Seller  shall have  materially  performed  and
materially complied with all agreements, obligations and conditions contained in
this  Agreement  that are required to be performed or complied  with by it on or
before the Closing.

        (g)     RESIGNATION  OF  OFFICERS  AND   DIRECTORS.   The  officers  and
directors  of  Seller  shall  have  resigned  from  such   positions   effective
immediately prior to Closing, and Purchaser's designees for such positions shall
have been duly appointed; provided, however, one of the current directors of the
Seller  shall  remain in office  until the  expiration  of ten days after Seller
files  with  the  Commission,  and  mails  to its  stockholders  of  record,  an
Information Statement pursuant to Rule 14f-1 of the Exchange Act.

        (h)     DECEMBER NOTE CONVERSION.  On or before the Closing Date, Seller
shall have completed the December Note Conversion.

        (i)     NO  INJUNCTION.  There  shall not be in effect,  at the  Closing
Date,  any  injunction  or other  binding  order of any court or other  tribunal
having  jurisdiction  over  Seller  that  prohibits  the sale of the  Shares  to
Purchaser.

        (j)     LEGAL OPINION. Seller shall deliver an opinion of counsel to the
Seller to the effect that the Shares,  upon delivery to the Purchasers,  will be
duly authorized, validly issued, fully paid and non-assessable.

        (k)     CORPORATE BOOKS. The Purchaser shall have received the books and
records of the Seller as contemplated by Section 5.5 hereof.

        Section 7.2 CONDITIONS OF OBLIGATIONS OF THE SELLER.  The obligations of
the  Seller  to effect  the sale of the  Shares  are  subject  to the  following
conditions, any or all of which may be waived in whole or in part by the Seller:

        (a)     REPRESENTATIONS AND WARRANTIES.  Each of the representations and
warranties  of the  Purchaser  set  forth  in this  Agreement  shall be true and
correct in all material respects as of the Closing Date.

        (b)     COMPLIANCE CERTIFICATE.  An authorized officer of the Purchaser,
if not an individual, and Purchaser that is an individual, shall each deliver to
the Seller at the Closing a certificate  certifying each of the  representations
and  warranties  of such  Purchaser  set  forth in this  Agreement  are true and
correct in all material respects as of the Closing Date as though made on and as
of the Closing Date.

        (c)     PERFORMANCE.  The Purchaser shall have materially  performed and
materially complied with all agreements, obligations and conditions contained in
this  Agreement  that are required to be performed or complied with by it or him
on or before the Closing.

                                       12
<PAGE>


        (d)     NO  INJUNCTION.  There  shall not be in effect,  at the  Closing
Date,  any  injunction  or other  binding  order of any court or other  tribunal
having  jurisdiction  over  Seller  that  prohibits  the sale of the  Shares  to
Purchaser.


                                    ARTICLE 8
                                   TERMINATION

        Section  8.1  TERMINATION.  This  Agreement  may be  terminated  and the
purchase  and sale of the  Shares  may be  abandoned  at any  time  prior to the
Closing:

        (a)     by mutual written consent of the parties hereto;

        (b)     by either the Seller or the  Purchaser if the Closing  shall not
have occurred on or before August 31, 2007 (unless the failure to consummate the
transactions  by such date  shall be due to the  action or failure to act of the
party seeking to terminate this Agreement);

        (c)     by the  Purchaser  if:  (i) Seller  shall have  failed to timely
comply in any material respect with any of the covenants,  conditions,  terms or
agreements  contained  in this  Agreement  to be complied  with or  performed by
Seller,  which breach is not cured  within ten (10) days if capable of cure;  or
(ii) any  representations  and warranties of Seller  contained in this Agreement
shall have been  materially  false when made or on and as of the Closing Date as
if  made on and as of  Closing  Date  (except  to the  extent  it  relates  to a
particular date); or

        (d)     by Seller if:  (i) the  Purchaser  shall  have  failed to timely
comply in any material respect with any of the covenants,  conditions,  terms or
agreements  contained in this  Agreement to be complied with or performed by it,
which breach is not cured  within ten (10) days if capable of cure;  or (ii) any
representations  and  warranties  of the Purchaser  contained in this  Agreement
shall have been materially false when made or on and as of the Closing Date.

        Section 8.2 EFFECT OF  TERMINATION.  In the event of the  termination of
this  Agreement  pursuant  to this  Article 8, all  further  obligations  of the
parties under this Agreement shall  forthwith be terminated  without any further
liability of any party to the other  parties;  provided,  however,  that nothing
contained in this  Section 8.2 shall  relieve any party from  liability  for any
breach of this  Agreement.  Upon  termination  of this Agreement for any reason,
Purchaser  shall  promptly  cause to be  returned  to Seller all  documents  and
information  obtained in connection  with this  Agreement  and the  transactions
contemplated  by this  Agreement and all documents and  information  obtained in
connection with Purchaser's  investigation of the Seller's business,  operations
and legal affairs,  including any copies made by Purchaser of any such documents
or information.

        Section 8.3   INDEMNIFICATION

        (a)     The Seller  and  certain  principal  shareholders  and  officers
listed on SCHEDULE 8.3 hereof,  shall indemnify and hold the Purchaser harmless,
and shall reimburse Purchasers for, any loss, liability,  claim, damage, expense
(including, but not limited to, reasonable cost of investigation and defense and
reasonable attorneys' fees) or diminution of value (collectively,

                                       13
<PAGE>


"DAMAGES")  arising from or in connection with: (i) any inaccuracy in any of the
representations  and  warranties of the Seller  pursuant to this Agreement or in
any  certificate  delivered by the Sellers  pursuant to this  Agreement,  or any
actions,  omissions or states of facts inconsistent with any such representation
or  warranty;  or (ii) any  failure by the Seller to perform or comply  with any
provision of this  Agreement.  Notwithstanding  any other  provision  stating or
implying otherwise and  notwithstanding  the generality of the above, the amount
of Damages  which the Seller may be obligated to pay or reimburse  the Purchaser
pursuant to the breach or non-performance of the provisions of this Agreement by
the Seller or of any of the transactions contemplated hereby, shall be capped at
$250,000,  regardless of the severity of the  egregious  nature of the breach or
non-performance. This maximum amount of indemnified Damages is calculated as the
Purchase Price,  plus the costs and expenses incurred by Purchaser in connection
with the transactions contemplated by this Agreement.

        (b)     Purchaser  shall  indemnify  and hold the Seller  harmless,  and
shall  reimburse  Seller for any Damages arising from: (i) any inaccuracy in any
of the  representations  and warranties of Purchaser in this Agreement or in any
certificate  delivered  by the  Purchaser  pursuant  to this  Agreement,  or any
actions,  omissions or states of facts inconsistent with any such representation
or warranty;  or (ii) any failure by the Purchaser to perform or comply with any
provision of this Agreement.

        Section 8.4 PROCEDURE FOR INDEMNIFICATION.  Promptly after receipt by an
indemnified party of notice of the commencement of any action,  such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying
party, give notice to the indemnifying  party of the commencement  thereof,  but
the  failure so to notify the  indemnifying  party  shall not  relieve it of any
liability  that it may have to any  indemnified  party  except to the extent the
defense of such action by the indemnifying party is prejudiced  thereby. In case
any such action shall be brought against an indemnified  party and it shall give
notice to the indemnifying party of the commencement  thereof,  the indemnifying
party shall be entitled to participate  therein and, to the extent that it shall
wish, to assume the defense thereof with counsel reasonable satisfactory to such
indemnified  party  and,  after  notice  from  the  indemnifying  party  to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  shall not be liable to such  indemnified  party  under such
section  for any fees of other  counsel  or any  other  expenses,  in each  case
subsequently  incurred by such indemnified  party in connection with the defense
thereof, other than reasonable costs of investigation,  If an indemnifying party
assume the defense of such an action:  (a) no compromise  or settlement  thereof
may be effected  by the  indemnifying  party  without  the  indemnified  party's
consent  (which  shall not be  unreasonable  withheld)  unless:  (i) there is no
finding or admission of any  violation of law or any  violation of the rights of
any person  which is not fully  remedied by the  payment  referred to in clause;
(ii) no  adverse  effect  on any  other  claims  that  may be made  against  the
indemnified  party;  and (ii) the sole relief provided is monetary  damages that
are paid in full by the indemnifying  party;  (b) the  indemnifying  party shall
have no liability with respect to any compromise or settlement  thereof effected
without  its  consent  (which  shall not be  reasonably  withheld);  and (c) the
indemnified party will reasonably  cooperate with the indemnifying  party in the
defense  of such  action.  If  notice is given to an  indemnifying  party of the
commencement  of any  action  and it does not,  within  fifteen  days  after the
indemnified party's notice is given, give notice to the indemnified party of its
election to assume the defense thereof, the indemnifying party shall be bound by
any  determination  made in such action or any compromise or settlement  thereof
effected  by  the  indemnified  party.

                                       14
<PAGE>


Notwithstanding the foregoing,  if an indemnified party determined in good faith
that  there is a  reasonable  probability  that an  action  may  materially  and
adversely  affect  it or its  affiliated  other  than as a  result  of  monetary
damages, such indemnified party may, by notice to the indemnifying party, assume
the  exclusive  right to  defend,  compromise  or settle  such  action,  but the
indemnifying  party  shall  not be bound by any  determination  of an  action so
defended or any compromise or settlement  thereof  effected  without its consent
(which shall not be unreasonably withheld).


                                    ARTICLE 9
                                  MISCELLANEOUS

        Section 9.1 NOTICES.  All notices,  requests and other communications to
any  party  hereunder  shall be in  writing  and  either  delivered  personally,
telecopied or sent by certified or registered mail, postage prepaid,

if to Purchasers:
-----------------

                Moyo Partners, LLC
                c/o Arnold P. Kling, Esq.
                712 Fifth Avenue
                11th Floor
                New York, NY 10019
                Fax: 212-713-1818

and:            R & R Biotech Partners LLC
                1270 Avenue of Americas - 16th Floor
                New York, N.Y. 10020
                Attn: Thomas G. Pinou, Chief Financial Officer
                Fax: 212-356-0536

                WITH A COPY TO:

                Kenneth S. Rose, Esq.
                Morse, Zelnick, Rose and Lander, LLP
                405 Park Avenue, Suite 1401
                New York, New York, 10022
                Fax: 212-838-9190

if to Seller:
-------------

                Newport Lane Marketing, Incorporated
                c/o Eaton & Van Winkle LLP
                3 Park Avenue - 16th Floor
                New York, New York 10016
                Fax: (212)779-9928
                Attn: Vincent J. McGill


                                       15
<PAGE>


                with a copy to:
                ---------------

                Vincent J. McGill, Esq.
                Eaton and Van Winkle LLP
                3 Park Avenue- 16th Floor
                New York, New York 10016
                Fax: (212)779-9928

or such other address or fax number as such party may hereafter  specify for the
purpose by notice to the other parties  hereto.  All such notices,  requests and
other  communications  shall be deemed received on the date delivered personally
or by overnight delivery service or telecopied or, if mailed, five business days
after the date of mailing if  received  prior to 5 p.m.  in the place of receipt
and such day is a  business  day in the place of  receipt.  Otherwise,  any such
notice, request or communication shall be deemed not to have been received until
the next succeeding business day in the place of receipt.

        Section 9.2   AMENDMENTS; NO WAIVERS.

        (a)     Any  provision of this  Agreement  with respect to  transactions
contemplated  hereby may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed,  in the case of an amendment,  by the Seller
and Purchaser;  or in the case of a waiver, by the party against whom the waiver
is to be effective.

        (b)     No failure or delay by any party in exercising any right,  power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

        Section  9.3 FEES AND  EXPENSES.  All costs  and  expenses  incurred  in
connection with this Agreement shall be paid by the party incurring such cost or
expense.

        Section 9.4  SUCCESSORS  AND ASSIGNS.  The  provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and assigns;  provided that Purchaser shall have the right
to assign this  Agreement to an  affiliate  or assignee of Purchaser  reasonably
acceptable to Seller and no other party hereto may assign, delegate or otherwise
transfer  any of its rights or  obligations  under this  Agreement  without  the
consent of each other party hereto, but any such transfer or assignment will not
relieve the appropriate party of its obligations hereunder.

        Section  9.5  GOVERNING  LAW.  This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of New York,  without giving
effect to the principles of conflicts of law thereof.

        Section 9.6  JURISDICTION.  Any suit,  action or  proceeding  seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions  contemplated  hereby may be brought in
any  federal  or state  court  located  in New

                                       16
<PAGE>


York, New York, and each of the parties hereby  consents to the  jurisdiction of
such courts (and of the  appropriate  appellate  courts  therefrom)  in any such
suit,  action or  proceeding  and  irrevocably  waives,  to the  fullest  extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such suit,  action or  proceeding  in any such court or that
any such suit,  action or proceeding which is brought in any such court has been
brought in an inconvenient forum. Process in any such suit, action or proceeding
may be served on any party anywhere in the world,  whether within or without the
jurisdiction  of any such court.  Without  limiting  the  foregoing,  each party
agrees that service of process on such party as provided in Section 9.1 shall be
deemed effective  service of process on such party. Each party hereto (including
its affiliates,  agents,  officers,  directors and employees) hereby irrevocably
waives,  to the fullest extent permitted by applicable law, any and all right to
trial  by  jury in any  legal  proceeding  arising  out of or  relating  to this
Agreement or the transactions contemplated hereby.

        Section 9.7 COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the  signatures  thereto and hereto were upon the same  instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts  hereof signed by all of the other parties hereto.  No provision of
this  Agreement  is intended  to confer  upon any Person  other than the parties
hereto any rights or remedies hereunder.

        Section  9.8 ENTIRE  AGREEMENT.  This  Agreement  and the  Exhibits  and
Schedules  hereto  constitute  the entire  agreement  between the  parties  with
respect  to the  subject  matter  of this  Agreement  and  supersedes  all prior
agreements and understandings,  both oral and written,  between the parties with
respect to the subject matter hereof.

        Section 9.9 CAPTIONS.  The captions  herein are included for convenience
of reference  only and shall be ignored in the  construction  or  interpretation
hereof.

        Section  9.10  SEVERABILITY.   If  any  term,  provision,   covenant  or
restriction  of this Agreement is held by a court of competent  jurisdiction  or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected,  impaired or  invalidated
so long as the  economic or legal  substance  of the  transactions  contemplated
hereby is not affected in any manner  materially  adverse to any  parties.  Upon
such a  determination,  the parties shall negotiate in good faith to modify this
Agreement  so as to effect  the  original  intent of the  parties  as closely as
possible in an  acceptable  manner in order that the  transactions  contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

        Section  9.11  SPECIFIC  PERFORMANCE.  The  parties  hereto  agree  that
irreparable  damage would occur in the event any provision of this Agreement was
not performed in accordance  with the terms hereof and that the parties shall be
entitled to specific  performance  of the terms  hereof in addition to any other
remedy to which they are entitled at law or in equity.

        Section 9.12  DEFINITION AND USAGE.

        For purposes of this Agreement:

                "AFFILIATE" means, with respect to any Person, any other Person,
directly or indirectly controlling,  controlled by, or under common control with
such Person.

                                       17
<PAGE>


                "ENVIRONMENTAL LAW" shall mean any federal,  state or local law,
statute,  rule or  regulation or the common law relating to the  environment  or
occupational   health   and   safety,   including   any   statute,   regulation,
administrative  decision  or  order  pertaining  to:  (i)  treatment,   storage,
disposal,  generation  and  transportation  of  industrial,  toxic or  hazardous
materials or substances or solid or hazardous  waste;  (ii) air, water and noise
pollution;  (iii)  groundwater  and  soil  contamination;  (iv) the  release  or
threatened  release  into the  environment  of  industrial,  toxic or  hazardous
materials or  substances,  or solid or  hazardous  waste,  including  emissions,
discharges,  injections, spills, escapes or dumping of pollutants,  contaminants
or  chemicals;  (v) the  protection  of wild life,  marine life,  and  wetlands,
including all endangered and threatened  species;  (vi) storage tanks,  vessels,
containers,  abandoned or discarded barrels and other closed receptacles;  (vii)
health and safety of  employees  and other  persons;  and (viii)  manufacturing,
processing, using, distributing,  treating, storing, disposing, transporting, or
handling of materials regulated under any law as pollutants, contaminants, toxic
or hazardous  materials or substances  or oil or petroleum  products or solid or
hazardous waste. As used above, the terms "release" and "environment" shall have
the  meaning  set forth in the  federal  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980, as amended (CERCLA).

                "INDEBTEDNESS" shall mean (a) any liabilities for borrowed money
or  amounts  owed,  (b)  all  guaranties,   endorsements  and  other  contingent
obligations,  whether or not the same are or should be reflected in the Seller's
balance  sheet  or the  notes  thereto,  except  guaranties  by  endorsement  of
negotiable  instruments  for deposit or  collection  in the  ordinary  course of
business,  and (c) the present value of any lease payments under leases required
to be capitalized in accordance with GAAP.

                "MATERIAL  ADVERSE EFFECT" means any effect or change that is or
would  reasonably  be  expected  to  be  materially  adverse  to  the  business,
operations,  assets, condition (financial or otherwise) or results of operations
of the Seller  and any of its  subsidiaries,  taken as a whole;  other than as a
result of anything disclosed in the Seller Disclosure Schedule.

                "PERSON" means an individual, corporation,  partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

                "TAXES"  means any and all  federal,  state,  local,  foreign or
other  taxes  of any  kind  (together  with  any  and all  interest,  penalties,
additions to tax and additional amounts imposed with respect thereto) imposed by
any taxing authority,  including,  without limitation, taxes or other charges on
or with  respect  to  income,  franchises,  windfall  or  other  profits,  gross
receipts,  sales,  use,  capital stock,  payroll,  employment,  social security,
workers'  compensation,  unemployment  compensation,  or net worth, and taxes or
other charges in the nature of excise, withholding, ad valorem or value added.

        Section 9.13  EXPIRATION OF  REPRESENTATIONS,  WARRANTIES AND COVENANTS.
All covenants,  representations and warranties set forth in this Agreement shall
terminate and expire, and shall cease to be of any force or effect, on and after
the second anniversary of the Closing Date.

                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

                                       18
<PAGE>


                  [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

        IN WITNESS WHEREOF, Purchaser and Seller have caused this Stock Purchase
Agreement to be executed as of as of the day and year first above written.

SELLER:

NEWTOWN LANE MARKETING, INCORPORATED


/s/ Richard M. Cohen
--------------------
Richard M. Cohen
Chief Executive Officer and Director

SELLER INDEMNITORS:

/s/ Richard M. Cohen
--------------------
Richard M. Cohen


/s/ Vincent J. McGill
---------------------
Vincent J. McGill


PURCHASERS:                                      PORTION OF THE PURCHASED SHARES

MOYO PARTNERS, LLC                                        20%


By: /s/ ARNOLD P. KLING
    ------------------------------------------
      Arnold P. Kling, Managing Member

R&R BIOTECH PARTNERS, LLC                                 80%


By: /s/ THOMAS G. PINOU
    ------------------------------------------
      Thomas G. Pinou, Chief Financial Officer


                                       19


<PAGE>


                                  SCHEDULE 8.3
                                  ------------

                               SELLER INDEMNITORS
                               ------------------

Richard M. Cohen
Vincent J. McGill