EXHIBIT 10.6

                        FORM OF STOCK PURCHASE AGREEMENT

                            STOCK PURCHASE AGREEMENT

                                     BETWEEN

                           HAMILTON-BIOPHILE COMPANIES

                                       AND

                          BRAMPTON CREST HOLDINGS, LLC

                                       AND

                               GREGORY F. GILBERT


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                            STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE  AGREEMENT (the "Agreement") is made and entered by and
among  Hamilton-Biophile  Companies,  a corporation organized and existing under
the laws of the State of Nevada  ("Ham-Bio"  or the  "Company")  and  Gregory F.
Gilbert and Brampton Crest Holdings,  LLC, a Florida limited  liability  company
and any affiliated entities ("Brampton" or the "Purchasers")

                             PRELIMINARY STATEMENT:

     WHEREAS,  the parties intend to  memorialize  the transfer of a controlling
interest in Ham-Bio to the Purchasers; and

     WHEREAS, the Company, either directly or indirectly,  wished to transfer or
issue shares of common  stock of the Company such that control of Ham-Bio  shall
be with the  Purchaser  and  issue  Warrants  to  Purchase  Common  Stock of the
Company, in exchange for certain consideration as described herein; and

     WHEREAS,  Brampton  desires to purchase  such shares of common stock of the
Company such that control of Ham-Bio  shall be with the  Purchaser  and purchase
Warrants to Purchase  Common  Stock of the Company upon the terms and subject to
the conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby  conclusively  acknowledged,  the  parties  hereto,
intending to be legally bound, agree as follows:

                                    ARTICLE I

                   SALE AND PURCHASE OF HAM-BIO'S COMMON STOCK
                               AND PURCHASE PRICE

     SECTION  1.1 SALE OF  HAM-BIO  STOCK.  Upon the  terms and  subject  to the
conditions set forth in this  Agreement,  and in accordance with applicable law,
at the  Closing on the  Closing  Date (as those terms are defined in Section 2.1
hereof),  the  Company  shall  sell,  assign,  transfer,  convey and  deliver to
Purchaser,  and Purchaser  agrees to purchase and acquire shares of common stock
of the Company and the Company shall issue Warrants to Purchase  Common Stock of
the Company as described herein.

     SECTION 1.2 BANKRUPTCY. The Company will cause the dismissal of the Chapter
11 status.  The Plan submitted to the Court for the  Bankruptcy  shall include a


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provision  that provides for the issuance to Brampton or individuals or entities
designated by Brampton to be granted an aggregate of forty million  (40,000,000)
shares of common stock  expressly  designated  by the Court as free trading (the
"Ham-Bio Stock").  The forty million  (40,000,000)  shares of common stock shall
represent not less than 96% of the issued and  outstanding  shares of the common
stock of Ham-Bio,  fully diluted (excluding the issuance of the warrants herein)
as of the Closing.  In the case that the shares  represent  less than 96% of the
issued and  outstanding  shares of the common  stock of Ham-Bio,  fully  diluted
(excluding the issuance of the warrants herein) as of the Closing, the number of
shares issued shall be increased to bring the total to 96%.

     SECTION 1.3 WARRANTS  The Company  shall issue forty  million  (40,000,000)
warrants to purchase  shares of common stock for up to three years from the date
of issuance to Brampton or individuals  or entities  designated by Brampton such
that one  Warrant  shall be  exercisable  for one  shares of common  stock.  The
exercise price of the warrant will be $0.001 cent per share.

     SECTION 1.4 ADDITIONAL  SHARES The Company or its shareholders  shall cause
to be transferred to Brampton or individuals or entities  designated by Brampton
Four Hundred Thousand  (400,000) shares of common stock,  such shares to be aged
for a minimum of over one year.

     SECTION 1.5 PURCHASE PRICE. The purchase price (the "Purchase Price") to be
paid by the  Purchaser  to the for  Ham-Bio  Stock  is  Fifty  Thousand  Dollars
($50,000) to be disbursed  after the Closing (as defined  herein) and to be used
expressly  for  satisfaction  of the  outstanding  debts  of the  Company.  Such
purchase  price shall be reserved  for the  outstanding  debts of the Company by
Brampton. Any liabilities arising prior to the Closing (as defined herein) shall
be the responsibility of Gregory F. Gilbert.

                                   ARTICLE II

                     CLOSING DATE AND DELIVERIES AT CLOSING

     SECTION 2.1 CLOSING DATE The closing of the  transactions  contemplated  by
this Agreement (the "Closing"),  unless expressly  determined  herein,  shall be
held at the offices of Joseph I. Emas at 10:30 A.M. local time,  within five (5)
days of the  Effective  Date (as defined in Section  6.5), or on such other date
and at such other  place as may be  mutually  agreed by the  parties,  including
closing  by  facsimile  with  originals  to follow.  The date of the  Closing is
sometimes  referred  to herein as the  "Closing  Date." If payment  pursuant  to
Section 1.5 is not reserved or the  provisions of any of Section 1.2 through 1.4
or  pursuant  to  Section  2.2 is not  made,  then  either  party  may deem this
Agreement null and void, effective immediately

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     SECTION 2.2 DELIVERIES BY HAM-BIO.  In addition to and without limiting any
other  provision of this  Agreement,  Ham-Bio agrees to deliver,  or cause to be
delivered, to Purchaser, at or prior to Closing, the following:

     (a)  A  Bankruptcy  Plan  ratified by the  Bankruptcy  Court  granting  the
          Ham-Bio Stock in the form required pursuant to Section 1.2 herein;

     (b)  The Ham-Bio Stock;

     (c)  The Warrants required by Section 1.3; and

     (d)  The Additional Shares required by Section 1.4; and

     (e)  All  corporate and other records of Ham-Bio held by Gregory F. Gilbert
          and the Company  including  but not limited to,  minute  books,  stock
          books and registers, books of account, leases and contracts; and

     (f)  An Assignment and Assumption  Agreement,  requiring Gregory F. Gilbert
          to retain  responsibility  for all liabilities of the Company incurred
          by  the  Company  prior  to  the  Closing,   except  for  the  initial
          liabilities of the Company incurred by the Company up to $50,000; and

     (g)  Confirmation that the reverse stock split has been finalized; and

     (h)  Such other documents or certificates as shall be reasonably  requested
          by the Purchaser or its counsel.

     SECTION 2.3  DELIVERIES BY PURCHASER.  In addition to and without  limiting
any other provision of this Agreement, the Purchaser agrees to deliver, or cause
to be delivered,  to the Company and Gregory F. Gilbert, at or prior to Closing,
the following:

     (a)  The  Purchase  Price  required  to be  reserved  on or before  Closing
          pursuant to Section 1.2 hereof; and

     (b)  Such other documents or certificates as shall be reasonably  requested
          by the Company and Gregory F. Gilbert or their respective counsel.

     SECTION 2.4 FURTHER ASSURANCES.  The Company and Gregory F. Gilbert and the
Purchaser shall, upon request, on or after the Closing Date, cooperate with each
other by furnishing  any  additional  information,  executing and delivering any
additional  documents and/or other instruments and doing any and all such things
as may be  reasonably  required by the parties or their counsel to consummate or
otherwise implement the transactions contemplated by this Agreement.


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                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF HAM-BIO
                             AND GREGORY F. GILBERT

     The Company and Gregory F.  Gilbert  jointly and  severally  represent  and
warrant to Purchaser  (which  warranties and  representations  shall survive the
Closing  regardless  of  what  examinations,   inspections,   audits  and  other
investigations  the Purchaser has heretofore made or may  hereinafter  make with
respect to such warranties and representations) as follows:

     SECTION 3.1 ORGANIZATION AND  QUALIFICATION.  Ham-Bio is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Nevada,  and has the requisite  corporate  power and authority to own, lease and
operate its properties and to carry on its business as it is now being conducted
and is duly qualified to do business in any other  jurisdiction by virtue of the
nature of the  businesses  conducted  by it or the  ownership  or leasing of its
properties,  except  where the failure to be so qualified  will not,  when taken
together with all other such  failures,  have a material  adverse  effect on the
business,  operations,  properties,  assets,  financial  condition or results of
operation of Ham-Bio and its subsidiaries  taken as a whole.  (Any such material
adverse  effect  being  hereinafter  referred  to as "Company  Material  Adverse
Effect").

     SECTION 3.2 ARTICLES OF INCORPORATION AND BY-LAWs. The complete and correct
copies of  Ham-Bio's  Articles  of  Incorporation  and  By-Laws,  as  amended or
restated to date  provided to Purchaser  are a complete and correct copy of such
document as in effect on the date hereof and as of the Closing Date.

     SECTION  3.3  CAPITALIZATION.  The  authorized  capital  stock  of  Ham-Bio
consists of 60,000,000 shares of common stock, no par value, of which 15,000,000
is issued and outstanding. All shares of capital stock have been duly authorized
and are  validly  issued,  and are  fully  paid and no  assessable,  and free of
preemptive rights. All shares of capital stock to be issued hereunder will, once
issued,  be duly  authorized and are validly  issued,  and are fully paid and no
assessable, and free of preemptive rights.

     SECTION  3.4  AUTHORITY.  Ham-Bio  has all  requisite  corporate  power and
authority,  and Gregory F.  Gilbert has full power,  to execute and deliver this
Agreement,   to  perform  his  obligations   hereunder  and  to  consummate  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
by Ham-Bio  and  Gregory F.  Gilbert and the  consummation  of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and no other  corporate  proceedings  on the part of  Ham-Bio  is  necessary  to
authorize this Agreement or to consummate the transactions  contemplated  hereby
except as disclosed in this Agreement. This Agreement has been duly executed and
delivered by Ham-Bio and Gregory F. Gilbert and constitutes the legal, valid and


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binding obligation of Ham-Bio and Gregory F. Gilbert enforceable against Ham-Bio
and Gregory F. Gilbert in accordance with its terms.

     SECTION 3.5 NO CONFLICT;  REQUIRED FILINGS AND CONSENTS.  The execution and
delivery of this  Agreement  by Ham-Bio and Gregory F. Gilbert does not, and the
performance  by Ham-Bio and Gregory F. Gilbert of their  respective  obligations
hereunder  will not: (i) conflict with or violate the Articles of  Incorporation
or By-Laws of Ham-Bio; (ii) conflict with, breach or violate any federal, state,
foreign or local law, statute,  ordinance, rule, regulation,  order, judgment or
decree  (collectively,  "Laws") in effect as of the date of this  Agreement  and
applicable to Ham-Bio and Gregory F. Gilbert ; or (iii) result in any breach of,
constitute  a default  (or an event  that  with  notice or lapse of time or both
would  become  a  default)  under,  give  to  any  other  entity  any  right  of
termination,  amendment, acceleration or cancellation of, require payment under,
or result in the creation of a lien or  encumbrance  on any of the properties or
assets of Ham-Bio pursuant to, any note, bond,  mortgage,  indenture,  contract,
agreement,  lease, license,  permit, franchise or other instrument or obligation
to which Ham-Bio is a party or by Ham-Bio or any of its  properties or assets is
bound.  Excluding from the foregoing are such violations,  conflicts,  breaches,
defaults,  terminations,  accelerations,  creations of liens, or incumbency that
would not, in the aggregate, have a Company Material Adverse Effect.

     SECTION 3.6 COMPLIANCE  WITH APPLICABLE  LAWS.  Ham-Bio is not in violation
of, or, to the knowledge of Ham-Bio or Gregory F. Gilbert is under investigation
with respect to or has been given notice or has been charged with the  violation
of any Law of a governmental agency, except for violations which individually or
in the aggregate do not have a Company Material Adverse Effect.

     SECTION 3.7 BROKERS. Except for two finders, of which the fees shall be the
responsibility of Brampton  following the Closing and provided this Agreement is
not terminated prior to the Closing,  no broker,  finder or investment banker is
entitled to any  brokerage,  finder's or other fee or  commission  in connection
with the  transactions  contemplated by this Agreement  based upon  arrangements
made by or on behalf of Ham-Bio or Gregory F. Gilbert .

     SECTION 3.8 LITIGATION. To the knowledge of Ham-Bio and Gregory F. Gilbert,
no  litigation,  claim,  or other  proceeding  before any court or  governmental
agency is pending or threatened against Ham-Bio.

     SECTION 3.9 FULL DISCLOSURE.  No representation or warranty made by Ham-Bio
or Gregory F. Gilbert in this Agreement and no certificate or document furnished
or to be furnished to the Purchaser  pursuant to this Agreement contains or will
contain any untrue  statement of a material fact, or omits or will omit to state
a material fact necessary to make the statements contained herein or therein not
misleading.


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                                   ARTICLE IV

            REPRESENTATIONS, WARRANTIES AND COVENANT OF THE PURCHASER

     The  Purchaser  represents  and  warrants  to  Gregory  F.  Gilbert  (which
warranties  and  representations  shall  survive the Closing  regardless of what
examinations,  inspections,  audits and other investigations  Gregory F. Gilbert
has heretofore made or may hereinafter  make with respect to such warranties and
representations) as follows:

     SECTION  4.1  ORGANIZATION  AND   QUALIFICATION.   The  Purchaser  is  duly
organized,  validly existing and in good standing under the laws of the Province
or State of Incorporation,  and has the requisite  corporate power and authority
to own,  lease and operate its  properties and to carry on its business as it is
now being conducted.

     SECTION 4.2 AUTHORITY.  The Purchaser has all requisite corporate power and
authority  to execute and deliver  this  Agreement,  to perform the  obligations
hereunder and to consummate the transactions  contemplated hereby. The execution
and delivery of this  Agreement by the  Purchaser  and the  consummation  of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate action and no other corporate proceedings on the part of the Purchaser
is necessary to authorize  this  Agreement  or to  consummate  the  transactions
contemplated  hereby. This Agreement has been duly executed and delivered by the
Purchaser and constitutes the legal,  valid and binding  obligation of Purchaser
enforceable against the Purchaser in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization,  moratorium, or other similar
laws  affecting  the  enforcement  of  creditors'  rights  generally and general
principles of equity.

     SECTION 4.3 NO CONFLICT;  REQUIRED FILINGS AND CONSENTS.  The execution and
delivery of this Agreement by the Purchaser does not, and the performance by the
Purchaser of its  obligations  hereunder  will not: (i) conflict with or violate
the Articles of  Organization or Operating  Agreement of the Purchaser;  or (ii)
conflict  with,  breach  or  violate  any Laws in  effect as of the date of this
Agreement and applicable to the Purchaser.

     SECTION  4.4  SUCCESSORS,   ASSIGNS  AND  DESIGNEES.   Purchaser  makes  no
representations or warranties about any of its stockholders, successors, assigns
and/or  designees who may receive or become the beneficiary of any of the rights
and/or obligations set forth hereunder.

     SECTION 4.5 BROKERS. No broker,  finder or investment banker is entitled to
any  brokerage,  finder's  or other fee or  commission  in  connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of the Purchaser.


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     SECTION 4.6 FULL  DISCLOSURE.  No  representation  or warranty  made by the
Purchaser in this Agreement and no  certificate  or document  furnished or to be
furnished to Ham-Bio or Gregory F. Gilbert  pursuant to this Agreement  contains
or will contain any untrue  statement of a material  fact, or omits or will omit
to state a material fact  necessary to make the statements  contained  herein or
therein not misleading.

     SECTION 4.7 POST-CLOSING COVENANT. The Purchaser agrees that the assets and
liabilities  of  Ham-Bio's  business  as it  exists  now  and as it  will  exist
(specifically excluding any business and cash integrated into the Company by the
Purchaser,  which  includes the purchase  price of the Warrants  herein) will be
exchanged for the shares of a newly formed  subsidiary of Ham-Bio.  This will be
accomplished  under a bulk sale filing in Nevada, so as to complete the transfer
of both assets and liabilities to a wholly owned  subsidiary.  In addition,  the
management  of Ham-Bio,  as it  currently  exists,  shall be the  management  of
subsidiary.  The formation of the subsidiary  shall take place within sixty (60)
days of the Closing so that the subsidiary will have the business of the Company
when all bulk sales  notices are  completed.  At any time after the  transfer of
assets and  liabilities  to the  Subsidiary,  the Board of  Directors of Ham-Bio
shall have the right,  but not the duty,  to cause a complete  severance  of the
Company  from the  subsidiary.  At such time,  the Board of Directors of Ham-Bio
shall deliver the shares of common stock of the  subsidiary it has been holding,
pro rata to the owners of record of  Ham-Bio  prior to the  Effective  Date as a
dividend.  Ham-Bio  shall have the right to the benefits of any NOL at that time
unless other provisions of this agreement are met.

The consequence of the  "Termination  of Subsidiary  Status" is that the current
business of Ham-Bio  shall be in a sole and separate  entity,  controlled by the
current  management of the current  business of Ham-Bio,  for the benefit of the
current  shareholders of Ham-Bio until such  shareholders take their shares upon
the termination of subsidiary status.

If Ham-Bio  chooses to use the NOL  arising  from the  current  business  of the
Company,  it shall compensate the subsidiary with an additional  equity interest
in Ham-Bio,  granted up to a maximum of 5% of the issued and outstanding  common
stock of Ham-Bio as of the date of  termination of the  subsidiary  status,  and
based on the value received by Ham-Bio of the NOL.


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                                    ARTICLE V

                         CONDITIONS PRECEDENT TO HAM-BIO
                      AND GREGORY F. GILBERT`s OBLIGATIONS

     The  obligation  of Ham-Bio  and  Gregory  F.  Gilbert  to  consummate  the
transactions  contemplated  hereby  shall be subject to the  fulfillment,  on or
prior to Closing Date, of the following conditions:

     SECTION 5.1 NO  TERMINATION.  This Agreement shall not have been terminated
pursuant to Article 7 hereof.

     SECTION 5.2  REPRESENTATIONS  TRUE AND  CORRECT.  The  representations  and
warranties  of the  Purchaser  contained  in this  Agreement  shall  be true and
correct in all  material  respects on and as of the  Closing  Date with the same
force and effect as if made on as of the Closing Date.

     SECTION 5.3 COMPLIANCE WITH  COVENANTS.  Purchaser shall have performed and
complied in all material respects with all covenants, agreements, and conditions
required by this  Agreement to be performed or complied by it prior to or at the
Closing Date.

     SECTION  5.4 NO ADVERSE  PROCEEDINGS.  On the  Closing  Date,  no action or
proceeding  shall be pending by any public  authority  or  individual  or entity
before  any court or  administrative  body to  restrain,  enjoin,  or  otherwise
prevent the  consummation  of this  Agreement or the  transactions  contemplated
hereby or to  recover  any  damages  or obtain  other  relief as a result of the
transactions proposed hereby.

                                   ARTICLE VI

                 CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS

     The   obligation  of  the   Purchasers  to  consummate   the   transactions
contemplated hereby shall be subject to the fulfillment,  on or prior to Closing
Date unless specified otherwise, of the following conditions:

     SECTION 6.1 NO  TERMINATION.  This Agreement shall not have been terminated
pursuant to Article 7 hereof.

     SECTION 6.2  REPRESENTATIONS  TRUE AND  CORRECT.  The  representations  and
warranties of Ham-Bio and Gregory F. Gilbert  contained in this Agreement  shall
be true and correct in all material  respects on and as of the Closing Date with
the same force and effect as if made on as of the Closing Date.


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     SECTION 6.3 COMPLIANCE WITH COVENANTS. Ham-Bio and Gregory F. Gilbert shall
have  performed  and  complied  in all  material  respects  with all  covenants,
agreements,  and  conditions  required  by this  Agreement  to be  performed  or
complied by it prior to or at the Closing Date.

     SECTION  6.4 NO ADVERSE  PROCEEDINGS.  On the  Closing  Date,  no action or
proceeding  shall be pending by any public  authority  or  individual  or entity
before  any court or  administrative  body to  restrain,  enjoin,  or  otherwise
prevent the  consummation  of this  Agreement or the  transactions  contemplated
hereby or to  recover  any  damages  or obtain  other  relief as a result of the
transactions proposed hereby.

     SECTION 6.5 ADDITIONAL ACTS BY THE HAM-BIO PRIOR TO THE CLOSING DATE. Prior
to the Closing  Date,  Ham-Bio and Gregory F. Gilbert  shall have  satisfied and
delivered all their  obligations  pursuant to Section 2.2 herein.  The date upon
which  satisfaction  of the above is  acknowledged by the Purchaser shall be the
"Effective  Date".  Ham-Bio  and  Gregory F.  Gilbert  must  comply with all the
obligations  pursuant  to Section  2.2  herein;  substantial  compliance  is not
acceptable  and Purchaser  shall not be liable for any obligation to Ham-Bio and
Gregory F. Gilbert in the case of less than full and complete compliance.

     In addition, Ham-Bio shall have completed a one for ten reverse stock split
(resulting  in  approximately   1,600,000  share  of  common  stock  issued  and
outstanding),  the  cost and  expense  of which  shall  be borne by  Gregory  F.
Gilbert. In the event that this Agreement is terminated,  Ham-Bio and Gregory F.
Gilbert  agree and  acknowledge  that the  Purchaser  shall have no liability or
obligations as a result of the reverse stock split.

                                   ARTICLE VII

                        TERMINATION, AMENDMENT AND WAIVER

     SECTION 7.1 TERMINATION. This Agreement may be terminated at any time prior
to the Effective Time:

     (a)  by mutual written consent of Purchaser and Gregory F. Gilbert ;

     (b)  by  the  Purchaser  upon a  material  breach  of  any  representation,
          warranty, covenant or agreement on the part of the Purchaser set forth
          in this  Agreement,  or the  Purchaser  upon a material  breach of any
          representation, warranty, covenant or agreement on the part of Ham-Bio
          or  Gregory  F.  Gilbert  set  forth  in  this  Agreement,  or if  any
          representation  or  warranty  of  Ham-Bio  or  Gregory  F.  Gilbert or
          Purchaser, respectively, shall have become untrue, in either case such
          that any of the conditions set forth in Article V or Article VI hereof
          would not be  satisfied  (a  "Terminating  Breach"),  and such  breach


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          shall,  if capable of cure,  not have been cured  within ten (10) days
          after   receipt  by  the  party  in  breach  of  a  notice   from  the
          non-breaching party setting forth in detail the nature of such breach;
          or

     (c)  by the Purchaser, if the Effective Date is after October 15, 2003.

     SECTION 7.2 EFFECT OF TERMINATION.  In the event of the termination of this
Agreement  pursuant to Section 7.1 hereof,  there shall be no  liability  on the
party of Ham-Bio,  Gregory F. Gilbert or  Purchaser  or any of their  respective
officers,  directors,  agents  or  other  representatives  and  all  rights  and
obligations of any party hereto shall cease, except as expressed herein.

     SECTION 7.3 AMENDMENT. This Agreement may be amended by the parties hereto
any time prior to the Closing  Date by an  instrument  in writing  signed by the
parties hereto.

     SECTION 7.4 WAIVER.  At any time prior to the Closing Date,  Ham-Bio or the
Purchaser,  as appropriate,  may: (a) extend the time for the performance of any
of the  obligations or other acts of other party or; (b) waive any  inaccuracies
in the  representations  and  warranties  contained  herein  or in any  document
delivered  pursuant  hereto  which  have been  made to it or them;  or (c) waive
compliance with any of the agreements or conditions  contained herein for its or
their benefit.  Any such extension or waiver shall be valid only if set forth in
an instrument in writing signed by the party or parties to be bound hereby.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     SECTION 8.1 TRANSACTION COSTS. Except as otherwise provided herein, each of
the parties shall pay all of his or its costs and expenses  (including  attorney
fees and  other  legal  costs  and  expenses  and  accountants'  fees and  other
accounting  costs and expenses)  incurred by that party in connection  with this
Agreement.

     SECTION 8.2  INDEMNIFICATION.  Gregory F. Gilbert agrees to defend and hold
the  Purchaser  and Ham-Bio  (following  the Closing  Date) and its officers and
directors  harmless  against  and in  respect  of any and all  claims,  demands,
losses,  costs,  expenses,   obligations,   liabilities  or  damages,  including
interest,  penalties  and  reasonable  attorney's  fees,  that it shall incur or
suffer,  which  arise  out of,  result  from or  relate  to any  breach  of this
Agreement or failure by Gregory F. Gilbert to perform with respect to any of its
representations,  warranties or covenants  contained in this Agreement or in any
exhibit or other instrument furnished or to be furnished under this Agreement.


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     SECTION  8.3  INDEMNIFICATION.  The  Purchaser  agrees to  defend  and hold
Gregory F.  Gilbert  harmless  against  and in  respect  of any and all  claims,
demands, losses, costs, expenses, obligations, liabilities or damages, including
interest,  penalties  and  reasonable  attorney's  fees,  that it shall incur or
suffer,  which  arise  out of,  result  from or  relate  to any  breach  of this
Agreement  or failure by the  Purchaser  to perform  with  respect to any of its
representations,  warranties or covenants  contained in this Agreement or in any
exhibit or other instrument furnished or to be furnished under this Agreement.

     SECTION 8.4 NOTICES. All notices and other  communications  hereunder shall
be in  writing  and shall be deemed to have been  given (i) on the date they are
delivered  if  delivered  in  person;  (ii) on the date  initially  received  if
delivered by facsimile  transmission  followed by registered  or certified  mail
confirmation;  (iii) on the date delivered by an overnight  courier service;  or
(iv) on the third  business  day after it is mailed by  registered  or certified
mail,  return  receipt  requested  with postage and other fees  prepaid,  to the
addresses provided by each party to the other parties.

     SECTION 8.5 HEADINGS.  The table of contents and headings contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

     SECTION 8.6 SEVERABILITY.  If any term or other provision of this Agreement
is invalid,  illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse  to any  party.  Upon  such  determination  that any such  term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
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 to
the end that the  transactions  contemplated  hereby are fulfilled to the extent
possible.

     SECTION 8.7 ENTIRE AGREEMENT.  This Agreement (together with the Schedules,
Exhibit,  certificates and documents  referred to herein)  constitute the entire
agreement of the parties and supersede all prior  agreements  and  undertakings,
other than the  Confidentiality  Letters,  both  written  and oral,  between the
parties, or any of them, with respect to the subject matter hereof.

     SECTION 8.8 BINDING EFFECT. All the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their  respective  administrators,  executors,
legal representatives, heirs, successors and assignees.

     SECTION 8.9 PREPARATION OF AGREEMENT. This Agreement shall not be construed
more  strongly  against  any  party  regardless  of who is  responsible  for its


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<PAGE>


preparation. The parties acknowledge each contributed and is equally responsible
for its preparation.

     SECTION  8.10  GOVERNING  LAW.  This  Agreement  shall be governed  by, and
construed in accordance  with, the laws of the State of Florida,  without giving
effect to applicable principles of conflicts of law.

     SECTION  8.11  PREPARATION  AND FILING OF TAX  RETURNS AND  SECURITIES  AND
EXCHANGE  COMMISSION  FILINGS.  Gregory F. Gilbert shall  reasonably  assist and
cooperate with the Purchaser in the  preparation  of all the federal,  state and
local tax returns of Ham-Bio and all filings  with the  Securities  and Exchange
Commission after the Closing Date due after the Closing Date relating to periods
prior to the Closing Date.  After the Closing  Date,  the decision on whether to
file short  period  returns up to the  Closing  Date or for a period  other than
Ham-Bio's current consolidated tax year, shall be made at the sole discretion of
the Purchaser.

     SECTION  8.12  FURTHER  ASSURANCES,  COOPERATION.  Each party  shall,  upon
reasonable  request by the other  party,  execute  and  deliver  any  additional
documents  necessary or desirable to complete the merger  pursuant to and in the
manner contemplated by this agreement. The parties hereto agree to cooperate and
use their respective best efforts to consummate the transactions contemplated by
this agreement.

     SECTION  8.13  SURVIVAL  The  representations,  warranties,  covenants  and
agreements made herein shall survive the Closing of the transaction contemplated
hereby.

     SECTION 8.14 THIRD PARTIES  Nothing in this  Agreement,  whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the parties  hereto and their  respective
administrators,   executors,   legal  representatives,   heirs,  successors  and
assignees.  Nothing in this  Agreement is intended to relieve or  discharge  the
obligation or liability of any third persons to any party to this Agreement, nor
shall any provision  give any third persons any right of  subrogation  or action
over or against any party to this Agreement.

     SECTION 8.15 FAILURE OR  INDULGENCE  NOT WAIVER;  REMEDIES  CUMULATIVE.  No
failure or delay on the part of any party  hereto in the  exercise  of any right
hereunder  shall  impair  such  right  or be  construed  to be a waiver  of,  or
acquiescence  in,  any  breach  of any  representation,  warranty,  covenant  or
agreement  herein,  nor shall nay single or partial  exercise  of any such right
preclude other or further exercise thereof or of any other right. All rights and
remedies  existing under this Agreement are cumulative to, and not exclusive of,
any rights or remedies otherwise available.


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<PAGE>


     SECTION 8.16  COUNTERPARTS.  This  Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.


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<PAGE>


     IN WITNESS WHEREOF,  Purchaser,  Gregory F. Gilbert, and Ham-Bio have as of
the date first written above executed this Agreement.

PURCHASERS                                    HAM-BIO


Brampton Crest Holdings, LLC                  Ham-Bio Development Corporation

----------------------------                  -------------------------------
By:                                           By:
----------------------------                  -------------------------------
Title:                                        Title:
----------------------------                  -------------------------------


                                              -------------------------------
                                              Gregory F. Gilbert


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