STOCK REDEMPTION AGREEMENT

         THIS STOCK REDEMPTION AGREEMENT (the "Agreement"), dated April 4, 2000,
is entered into by and between PRE-CELL SOLUTIONS,  INC, a Colorado  corporation
("Pre-Cell") and THOMAS E. BIDDIX ("Biddix").

                                   WITNESSETH:

         WHEREAS, Pre-Cell has 45,000,000 shares of common stock, par value $.01
per share authorized for issuance (the "Common Stock"); and

         WHEREAS,  Pre-Cell  currently  has  35,268,355  shares of Common  Stock
issued and outstanding; and

         WHEREAS, Biddix owns 25,485,353 shares of Pre-Cell's Common Stock; and

         WHEREAS,  Pre-Cell desires to consummate two merger  transactions  (the
"Mergers")  pursuant  to which it will  issue  24,639,468  shares of its  Common
Stock; and

         WHEREAS,  Pre-Cell  cannot  issue the  shares in the  Mergers  and thus
consummate the Merger transactions without either (i)the Pre-Cell  shareholders'
approval to increase  the number of  authorized  but  unissued  shares of Common
Stock or (ii) redemption of shares by the Pre-Cell shareholders; and

         WHEREAS,  Biddix  believes that the value of his Pre-Cell  Common Stock
will be enhanced by the consummation of the Mergers and,  therefore,  desires to
redeem  21,519,818 shares of his Pre- Cell Common Stock to the Company to ensure
that  Pre-Cell can  consummate  the Merger,  all as more  particularly  provided
herein.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be legally bound, do
hereby agree as follows:

         1. Redemption of Shares. On the "Closing Date" as hereinafter  defined,
Biddix  shall  redeem,  and Pre-Cell  shall accept from Biddix,  all of Biddix's
right,  title and interest in and to 21,519,818  shares of Pre-Cell Common Stock
(the "Redeemed Shares").

         2. Consideration.  Biddix acknowledges and agrees that the consummation
of the Mergers and the enhanced value of his remaining shares of Pre-Cell Common
Stock  after  the  consummation  of  the  Mergers  constitutes  good  and  valid
consideration,  notwithstanding  there  being no  monetary  consideration  being
delivered to him at the Closing.

         3.  Closing.  The  closing  of the  transactions  contemplated  by this
Agreement (the "Closing") shall take place  simultaneously with the execution of
this Agreement and  immediately  prior to the  consummation  of the Mergers (the
"Closing Date").

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         4.  Procedures at the Closing.  At the Closing,  the parties shall take
the following actions:

                  A.       Biddix shall deliver to Pre-Cell a stock  certificate
                           representing  the  25,485,353  Pre-Cell  Shares  duly
                           endorsed  or  accompanied  by a duly  executed  stock
                           power;

                  B.       Pre-Cell shall deliver to Biddix a stock  certificate
                           representing  3,965,535  shares  of  Pre-Cell  Common
                           Stock.  The stock  certificate  shall be  legended as
                           follows:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED
                  ("ACT") OR  APPLICABLE  STATE  SECURITIES  LAWS AND MAY NOT BE
                  SOLD, PLEDGED,  OR OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE
                  REGISTRATION  STATEMENT WITH RESPECT  THERETO UNDER THE ACT OR
                  PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
                  SAID ACT AND COMPLIANCE WITH ANY APPLICABLE  STATE  SECURITIES
                  LAW,  OR UNLESS THE  COMPANY  RECEIVES  AN OPINION OF COUNSEL,
                  SATISFACTORY   TO  THE  COMPANY  AND  ITS  COUNSEL  THAT  SUCH
                  REGISTRATION IS NOT REQUIRED.

         5. Biddix  Representations.  Biddix represents and warrants that he has
(i) been given access to full and complete information  regarding Pre-Cell,  the
transactions  contemplated  by this  Agreement  and the  Mergers and that he has
utilized  such  access to his  satisfaction  for the  purpose of  obtaining  the
information  necessary to evaluate the merits of this  transaction;  (ii) either
met with or been given reasonable  opportunity to meet with officers of Pre-Cell
for the  purpose  of asking  questions  of, and  receiving  answers  from,  such
officers  concerning the terms and conditions of this  transaction,  the Mergers
and the business  and  operations  of Pre-Cell and the entities  with which Pre-
Cell  or  its  affiliates   intends  to  merge  and  to  obtain  any  additional
information,  to  the  extent  reasonably  available;  and  (iii)  received  all
information and material  regarding the Company,  the target  companies and this
transaction that he has requested.

         6. Release.  In consideration of the mutual premises  contained herein,
and other good and  valuable  consideration,  the  receipt and  sufficiency  are
hereby acknowledged,  Biddix and each of his heirs,  executors,  administrators,
successors,  personal  representatives  and  assigns do hereby  waive,  release,
remise,  acquit,  satisfy  and  forever  discharge  Pre-Cell  and  any  and  all
affiliates   or   related   corporations   and  their   shareholders,   parents,
subsidiaries,  affiliates, successors or assigns, and their attorneys, officers,
shareholders,  directors,  agents and employees,  past,  present or future,  and
their heirs, executors, administrators,  successors, personal representatives or
assigns (hereafter collectively referred to as, the "Pre-Cell Second Party"), of
and from any claim and all  manner of action  and  actions,  cause and causes of
action, suits, debts, obligations,  liabilities,  dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,

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agreements,  promises, variances,  trespasses,  damages, judgments,  executions,
claims for negligence, damages and demands whatsoever which Biddix ever had, now
has,  or which  Biddix  or his  heirs,  executors,  administrators,  successors,
personal  representatives  or assigns  hereafter  can, shall or may have against
Pre-Cell or any Pre-Cell Second Party,  known,  unknown,  foreseen or unforeseen
from the beginning of the world to the date of this letter agreement relating in
any way to the transactions contemplated by this Agreement.

         7.       Indemnification.

                  (a) The Company  agrees to indemnify and hold Biddix  harmless
from and against any and all claims,  liabilities,  losses,  damages,  costs and
expenses,  including  reasonable counsel fees and disbursements  (singularly,  a
"Loss," and collectively,  the "Losses"),  arising out of or relating to actions
or  claims  brought   against  Biddix  in  connection   with  the   transactions
contemplated by this Agreement.

                  (b) Biddix agrees to indemnify and hold harmless Pre-Cell, any
Affiliate of Pre-Cell and the  directors,  officers and employees of Pre-Cell or
any of its Affiliates from and against any Losses, arising out of or relating to
actions or claims brought against  Pre-Cell in connection with the  transactions
contemplated by this Agreement.

         8 Attorneys' Fees. The prevailing party in any action brought by any of
the parties seeking to enforce its rights under this Agreement shall be entitled
to recover from the non-  prevailing  party its reasonable  attorneys'  fees and
costs.

         9.  Covenants.  Each of the parties  agrees to cooperate with the other
and execute and deliver to the other such other  instruments  and  documents and
take such other actions as may be reasonably  requested from time to time by the
other  parties  hereto as  necessary  to carry out,  evidence  and  confirm  the
intended purposes of this Agreement.

         10. Notices. Any Notices, reports, demands, required or permitted under
this Agreement  shall be in writing and shall be delivered by hand delivery,  by
facsimile  or by a  nationally  recognized  overnight  delivery  service  (i.e.,
Federal Express), addressed as follows:

         If to Biddix:              688 Carriage Hill Road
                                    Melbourne, Florida 32940

         If to Pre-Cell             Pre-Cell Solutions, Inc.
                                    385 East Drive
                                    Melbourne, Florida 32904

         11.  Assignment.  This  Agreement  may  not be  assigned  by any of the
parties  hereto  without the prior  written  consent of the other  party,  which
consent shall not be unreasonably withheld.

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         12  Counterparts.  This  Agreement  may be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

         13. Amendments.  This Agreement can be amended only by an instrument in
writing duly executed by the parties hereto.

         14.  Waiver.  No waiver of any  provisions of this  Agreement  shall be
effective  unless it is in writing  signed by the party  against  whom waiver is
asserted,  and any waiver  provisions of this Agreement shall only be applicable
to the specific  instance to which it is related and shall not be deemed to be a
continuing waiver.

         15. Captions and Headings. Captions and paragraph headings contained in
this  Agreement are for  convenience  and  reference  only and in no way define,
describe, extend or limit the scope or intent of any of the provisions hereof.

         16.  Binding  Effect.  This  Agreement  shall be binding upon and shall
inure  to  the  benefit  of the  parties  hereto  and  their  respective  heirs,
successors, legal representatives, successors in interest and permitted assigns.

         17. Governing Law. This Agreement shall be construed under and governed
by  the  laws  of the  State  of  Florida  without  regard  to  conflict  of law
principles.

         18. Survival.  All of the obligations of the parties  contained in this
Agreement  which,  by their  nature,  are intended to survive the Closing of the
transactions contemplated hereby, shall survive the Closing.

                            [Signature on next page]

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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date and year first above written.

                                             PRE-CELL SOLUTIONS, INC.



                                             By: /s/ Timothy F. McWilliams
                                                 -------------------------
                                                 Timothy F. McWilliams
                                                 Chief Operating Officer

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