SHELL  ACQUISITION  AGREEMENT

     This  SHELL  ACQUISITION  AGREEMENT  dated  as  of  February 24, 2000 (this
"Agreement")  is  by and between DermaRx Corp., a Delaware corporation ("DMRX"),
shareholders  of  DMRX who are the owners or otherwise represent at least 51% of
all  of  the  issued  and  outstanding  common  stock  (the  "Shareholders") and
GoPublicNow.com,  Inc. ("GPN").  DMRX and the Shareholders acknowledge and agree
that  the  terms  and provisions of this Agreement, including without limitation
the  shares  of  stock transferrable hereunder, will be assigned by GPN to other
persons  or  entities.

     The  respective  Boards  of  Directors of DMRX and GPN and the Shareholders
deem  it  advisable  and  in  the  best  interests of their corporations and the
respective  shareholders  of  their  corporations that GPN acquire securities of
DMRX  in  accordance  with  the  terms and conditions of this Reorganization and
Stock  Purchase  Agreement.

     1.     Pre-Closing  Actions  of  DMRX.  Immediately  upon execution of this
            ------------------------------
Agreement  and  prior to any Closing as set forth herein, the Shareholders shall
cause  DMRX  and  DMRX  shall  undertake  the  following  actions:

     DMRX  shall  undertake  a transaction or transactions pursuant to which the
assets  and  business  of DMRX will be taken out of DMRX.  DMRX anticipates that
this  transaction  will  be  accomplished  by  the  transfer  of such assets and
business  to a subsidiary of DMRX, with a subsequent spin-off of such subsidiary
to the DMRX existing shareholders.  DMRX acknowledges and agrees that subsequent
to  such  transaction  or  transactions, the total liabilities of DMRX shall not
exceed  $2,500  prior  to  the  Closing;

     DMRX  shall  complete  an  S-8  Registration  Statement with certain of its
officers, directors and/or consultants in consideration for services provided to
DMRX  prior  to  the Closing for a total of 481,000 shares.  Together with other
shares  presently  held  by the Shareholders, such shares equal or exceed 50% of
the  then  issued  and  outstanding  shares  of  DMRX;

     The  Board  of  Directors  of  DMRX  shall  unanimously approve resolutions
completing (a) an increase in the authorized common stock to 100,000,000 shares,
(b)  a one for five reverse stock split of its shares such that the total issued
and  outstanding  shares  subsequent  to  the  reverse  stock  split  shall  be
approximately  500,000  shares;  (c) approving the transaction set forth herein;
and  (d)  approving  a name change of the corporation to "GoPublicNow.com, Inc."
contingent  upon  completion  of  the  Closing  herein.

     DMRX  shall  prepare and forward to its shareholders a Form 14C Information
Statement  relating  to  the proposed increase in authorized stock, the proposed
reverse  stock  split  and  the  transactions  set  forth  herein.

<PAGE>
     2.     At  the  Closing.
            -----------------

     Immediately  prior  to the Closing, the Shareholders shall be the owners of
or  otherwise  represent  not  less  than  250,000  shares  of  the  issued  and
outstanding  shares  of  common stock of DMRX consisting of not less than 50% of
the  then  issued  and  outstanding  Shares.

     Prior  to  Closing, the Shareholders shall have caused a minimum of 250,000
shares  (the  "Escrowed  DMRX  Shares")  to be transferred to M. Richard Cutler,
Esq.,  as  escrow agent (the "Escrow Agent"), together with medallion guaranteed
stock  powers  and any and all other documents required to transfer the Escrowed
DMRX  Shares  to  the  Escrow  Agent.

     Prior  to the Closing, DMRX shall issue and deliver to the Escrow Agent for
delivery  at the Closing to shareholders of GPN an aggregate of up to 10,500,000
newly  issued  shares  of  DMRX  (the  "New  DMRX  Shares").

     At the Closing, DMRX shall complete a Registration Statement on Form S-8 to
be  completed  with  respect  to  a  Consultant  of  DMRX for a total of 250,000
post-split  shares  (the  "Consultant  Shares");

     The  Consultant  Shares  shall  be  deposited  with the Escrow Agent at the
Closing;

     At  the Closing, Mick Schumacher or assigns ("Schumacher") shall receive by
wire  transfer  on  behalf  of  the  Shareholders an aggregate of $300,000.00 in
immediately  available  funds  (the  "Cash  Proceeds").

     At  the  Closing,  DMRX  shall  issue  an  aggregate  of  50,000  shares of
"restricted"  common  stock  Schumacher  or  assigns  as  a  finders  fee.

     On or before the Closing Date,  the Board of Directors of DMRX will deliver
to  GPN  (i)  authorized  minutes of the board authorizing this transaction; and
(ii)  the  corporate  records  of  DMRX.

     The  Escrowed  DMRX  Shares  and  the  New  DMRX  Shares shall be issued in
certificates  in  form  and  substance  satisfactory  to  counsel  for  GPN.

     3.     Timing of Closing.  The Closing shall occur upon the satisfaction of
            -----------------
the  conditions  set  forth  in  this  Agreement  and upon instructions from the
parties  hereto  to the Escrow Agent.  The Closing Date shall occur on or before
March  31,  2000  (the  "Target  Closing Date") unless the Escrow Agent receives
instructions  otherwise  from  the  parties  or  notice  from  a  party that the
conditions  set  forth  herein have not occurred.  In the event the Closing does
not  occur  on  or  before the Target Closing Date (unless otherwise extended in
writing  by the parties), the Escrow Agent shall return the Escrowed DMRX Shares
to  the Shareholders; shall return the New DMRX Shares to DMRX and shall deliver
to  the  transfer  agent  for  cancellation  the  Consultant  Shares.


<PAGE>
     4.     Escrow  of  Escrowed  DMRX  Shares.  Immediately  subsequent  to the
            ----------------------------------
Closing and the commencement of trading of DMRX under the name "GoPublicNow.com,
Inc."  with  an  appropriate  symbol  on  the  Over-the-counter  bulletin  board
maintained by Nasdaq ("OTCBB") (the "Escrow Sale Commencement Date"), the Escrow
Agent  shall  undertake  the sell the Escrowed DMRX Shares and/or the Consultant
Shares  on  the  OTCBB.  The  Escrow  Agent  shall  distribute  the net proceeds
("Proceeds") of such sales and/or the Escrowed DMRX Shares and/or the Consultant
Shares  as  follows:

     Up  to  $1,000,000 from the first Proceeds (the "Target Proceeds") shall be
forwarded  by  wire  transfer  to  Schumacher  or  assigns  on  behalf  of  the
Shareholders.

     In  the  event  the  Target  Proceeds  have not been wired to Schumacher or
assigns  on  or  before  that  date  which  is  one  month  from the Escrow Sale
Commencement  Date, then the Target Proceeds payable to Schumacher or assigns on
behalf  of  the Shareholders shall increase by 20% of the difference between the
Target  Proceeds  previously payable and the amount of Proceeds actually paid to
Schumacher  or  assigns.  Such adjustment shall occur at each 30 day anniversary
subsequent  to the Escrow Sale Commencement Date until the full Target Proceeds,
as  adjusted,  shall  be  paid.

     In  the  event  the  Target  Proceeds, as potentially adjusted, are paid in
full,  the  Shareholders  shall  have  no  further interest in the Escrowed DMRX
Shares  or  the  Consultant  Shares.

     In  the  event the Target Proceeds, as adjusted, are not paid in full on or
before  that  date which is 120 days from the Escrow Sale Commencement Date, any
and  all  Escrowed  DMRX  Shares and/or Consultant Shares which remain in escrow
shall be returned to Schumacher or assigns for distribution to the Shareholders.

     Prior  to  payment  in full of the Target Proceeds, except as otherwise set
forth  herein  GPN  agrees  not  to  issue  any "freely tradeable" securities or
register any securities for resale and to issue no more than 1,000,000 shares of
"restricted"  common  stock.

     Prior  to  payment  in  full  of  the  Target  Proceeds,  GPN agrees not to
undertake any reverse stock split or other recapitalization of its common stock.

     5.     Finders  Fee.  At  the  Closing,  GPN  shall  cause DMRX to issue to
            ------------
Schumacher an aggregate of 20,000 shares of common stock (the "S-8 Shares") as a
finders  fee.  GPN  agrees to cause DMRX to register those shares on Form S-8 at
GPN's  sole expense (other than appropriate brokerage fees, commissions or other
costs  directly  attributable to the sale of such S-8 Shares), within 30 days of
payment  in  full  of  the  Target  Proceeds.  Schumacher agrees to enter into a
lock-up  agreement  with respect to the S-8 Shares pursuant to which he (i) will
not sell any shares prior to payment in full of the Target Proceeds or 120 days,
whichever  comes  first, and (ii) will not sell more than 5,000 shares per month
thereafter.

<PAGE>
     6.     Representations  of  the  Shareholders.     The  Shareholders
            --------------------------------------
individually  and  not  jointly  or  severally represent and warrant as follows:

     (a)     Ownership  of Shares.  As of the Closing Date the Shareholders will
be  sole  owners  of  the  Escrowed  DMRX  Shares  appearing  of record in their
respective names.  The Escrowed DMRX Shares and the New DMRX Shares will be free
from claims, liens or other encumbrances and, they will have the unqualified and
unrestricted  right  to  transfer  such Escrowed DMRX Shares and New DMRX Shares
except  as  provided  under  applicable  federal  and  state  securities  laws;

     (b)     Fully paid and Nonassessable.  The Escrowed DMRX Shares and the New
DMRX  Shares  constitute  duly  and validly issued shares of DMRX, and are fully
paid  and nonassessable, and they further represent that they have the power and
the  authority  to  execute  this  Agreement  and  to  perform  the  obligations
contemplated  hereby;

     (c)     Organization  of  DMRX;  Authorization.  DMRX is a corporation duly
organized, validly existing and in good standing under the laws of Delaware with
full  corporate power and authority to execute and deliver this Agreement and to
perform  its  obligations  hereunder. The execution, delivery and performance of
this  Agreement  have  been duly authorized by all necessary corporate action of
DMRX  and  this  Agreement  constitutes  a valid and binding obligation of DMRX;
enforceable  against  it  in  accordance  with  its  terms.

     (d)     Capitalization.  The  authorized  capital stock of DMRX consists of
12,000,000  shares  of  common stock, par value $.05 per share, and no shares of
preferred stock.  As of the date of this Agreement, DMRX has 2,019,900 shares of
common  stock  issued  and outstanding.  After the initial S-8 filing, DMRX will
have  no  more  than  2,500,000  shares  of common stock issued and outstanding.
After  the  reverse stock split and at the Closing, DMRX shall have no more than
500,000 shares of common stock issued and outstanding.  No shares have otherwise
been registered under state or federal securities laws.  As of the Closing Date,
all  of  the  issued  and outstanding shares of common stock of DMRX are validly
issued,  fully  paid  and  non-assessable and they are not and as of the Closing
Date  there will not be outstanding any warrants, options or other agreements on
the  part  of  DMRX  obligating DMRX to issue any additional shares of common or
preferred  stock  or  any of its securities of any kind.  Except as set forth in
Section  1 hereto, DMRX will not issue any shares of capital stock from the date
of  this  Agreement  through the Closing Date.  DMRX is a "reporting company" in
accordance with Section 12(b) or 12(g) of the Securities Act of 1934, as amended
(the  "Exchange  Act"),  and  has  filed all required and/or appropriate annual,
periodic  and  other reports required under the Exchange Act with the Securities
and  Exchange  Commission.  The  Common  Stock  of  DMRX is presently listed and
trading  on  the  OTCBB  under  the  symbol  "DMRX".


<PAGE>
     (e)     Ownership  of  DMRX  Shares.  The  delivery  of certificates to the
Shareholders  provided  herein  will  result in the GPNs' or assigns, the Escrow
Agent's  or  the  shareholders of GPN, as the case may be, immediate acquisition
of  record and beneficial ownership of the Escrowed DMRX Shares and the New DMRX
Shares, free and clear of all Encumbrances other than as required by Federal and
State  securities  laws.  There  are  no outstanding options, rights, conversion
rights,  agreements or commitments of any kind relating to the issuance, sale or
transfer  of  any  Equity  Securities  or  other  securities  of  DMRX.

     (f)     No Conflict as to DMRX and Subsidiaries.  Neither the execution and
delivery  of  this Agreement nor the consummation of the sale of the DMRX Shares
will  (a)  violate  any provision of the certificate of incorporation or by-laws
(or  other  governing  instrument)  of  DMRX  or  any of its Subsidiaries or (b)
violate,  or  be  in  conflict with, or constitute a default (or an event which,
with  notice  or  lapse  of  time or both, would constitute a default) under, or
result  in  the  termination  of,  or accelerate the performance required by, or
excuse  performance  by any Person of any of its obligations under, or cause the
acceleration of the maturity of any debt or obligation pursuant to, or result in
the  creation  or  imposition  of any Encumbrance upon any property or assets of
DMRX  or  any of its Subsidiaries under, any material agreement or commitment to
which  DMRX  or  any  of  its  Subsidiaries  is a party or by which any of their
respective  property  or  assets  is  bound,  or to which any of the property or
assets  of  DMRX  or  any  of  its  Subsidiaries  is subject, or (c) violate any
statute  or  law or any judgment, decree, order, regulation or rule of any court
or other Governmental Body applicable to DMRX or any of its Subsidiaries except,
in  the  case of violations, conflicts, defaults, terminations, accelerations or
Encumbrances  described in clause (b) of this Section for such matters which are
not  likely  to  have  a  material  adverse  effect on the business or financial
condition  of  DMRX  and  its  Subsidiaries,  taken  as  a  whole.

     (g)     Consents  and  Approvals  of  Governmental Authorities. No consent,
approval  or  authorization of, or declaration, filing or registration with, any
Governmental Body is required to be made or obtained by DMRX or any of either of
their Subsidiaries in connection with the execution, delivery and performance of
this  Agreement  by  DMRX  or  the  consummation of the sale of the DMRX Shares.

     (h)     Other Consents. No consent of any Person is required to be obtained
by  DMRX  to  the  execution,  delivery and performance of this Agreement or the
consummation  of  the  sale  of  the DMRX Shares, including, but not limited to,
consents  from  parties to leases or other agreements or commitments, except for
any  consent  which the failure to obtain would not be likely to have a material
adverse  effect  on  the  business  and  financial  condition  of  DMRX.


<PAGE>
     (i)  Financial  Statements.  DMRX  has  delivered  to the GPNs consolidated
balance  sheets  of  DMRX and its Subsidiaries as at February 28, 1998, February
28, 1999, and statements of income and changes in financial position for each of
the  years  in the two-year periods then ended, together with the report thereon
of  DMRX's  Schumacher  &  Associates,  independent accountants, and the interim
financial  statements of DMRX as at November 30, 1998 and November 30, 1999 (the
"DMRX  Financial  Statements").  Such DMRX Financial Statements and notes fairly
present  the consolidated financial condition and results of operations of  DMRX
and  its  Subsidiaries  as  at  the respective dates thereof and for the periods
therein  referred  to,  all  in accordance with generally accepted United States
accounting  principles  consistently  applied  throughout  the periods involved,
except  as  set  forth  in the notes thereto, and shall be utilizable in any SEC
filing  in  compliance  with  Rule  310  of Regulation S-B promulgated under the
Securities Act.  DMRX has delivered or otherwise made available to GPN copies of
all  annual,  quarterly and other periodic reports filed by DMRX with the SEC in
accordance  with  the  Exchange  Act.

     (j)  Title  to Properties.  Either DMRX or one of its Subsidiaries owns all
the  material properties and assets that they purport to own (real, personal and
mixed, tangible and intangible), including, without limitation, all the material
properties  and  assets  reflected  in the DMRX Financial Statements and all the
material  properties  and assets purchased or otherwise acquired by  DMRX or any
of  its  Subsidiaries  since  the  date  of  the DMRX Financial Statements.  All
properties  and  assets  reflected in the DMRX Financial Statements are free and
clear  of  all  material Encumbrances and are not, in the case of real property,
subject  to  any  material rights of way, building use restrictions, exceptions,
variances,  reservations  or  limitations  of any nature whatsoever except, with
respect  to  all such properties and assets, (a) mortgages or security interests
shown  on  the  DMRX  Financial  Statements as securing specified liabilities or
obligations,  with  respect  to which no default (or event which, with notice or
lapse  of time or both, would constitute a default) exists, and all of which are
listed  in  the  DMRX  Disclosure  Letter,  (b)  mortgages or security interests
incurred in connection with the purchase of property or assets after the date of
the  DMRX  Financial  Statements  (such  mortgages  and security interests being
limited to the property or assets so acquired), with respect to which no default
(or  event  which,  with  notice  or  lapse  of time or both, would constitute a
default)  exists,  (c)  as to real property, (i) imperfections of title, if any,
none  of  which  materially  detracts  from  the value or impairs the use of the
property  subject  thereto,  or  impairs  the  operations of  DMRX or any of its
Subsidiaries  and (ii) zoning laws that do not impair the present or anticipated
use  of  the  property  subject thereto, and (d) liens for current taxes not yet
due. The properties and assets of  DMRX and its Subsidiaries include all rights,
properties  and  other  assets necessary to permit  DMRX and its Subsidiaries to
conduct  DMRX's  business  in  all material respects in the same manner as it is
conducted  on  the  date  of  this  Agreement.


<PAGE>
     (k)  Buildings, Plants and Equipment. The buildings, plants, structures and
material  items of equipment and other personal property owned or leased by DMRX
or  its  Subsidiaries are, in all respects material to the business or financial
condition  of  DMRX  and  its  Subsidiaries, taken as a whole, in good operating
condition  and  repair (ordinary wear and tear excepted) and are adequate in all
such  respects  for  the  purposes  for which they are being used.  DMRX has not
received  notification that it or any of its Subsidiaries is in violation of any
applicable  building,  zoning,  anti-pollution,  health,  safety  or  other law,
ordinance  or  regulation  in  respect of its buildings, plants or structures or
their operations, which violation is likely to have a material adverse effect on
the  business  or  financial condition of  DMRX and its Subsidiaries, taken as a
whole  or  which  would require a payment by  DMRX or any of its subsidiaries in
excess  of  $2,000  in  the  aggregate,  and  which  has  not  been  cured.

     (l)  No Condemnation or Expropriation. Neither the whole nor any portion of
the  property or leaseholds owned or held by  DMRX or any of its Subsidiaries is
subject  to  any  governmental decree or order to be sold or is being condemned,
expropriated or otherwise taken by any Governmental Body or other Person with or
without  payment  of  compensation  therefor,  which  action is likely to have a
material  adverse  effect on the business or financial condition of DMRX and its
Subsidiaries,  taken  as  a  whole.

     (m)  Litigation.  There  is  no  action,  suit,  inquiry,  proceeding  or
investigation  by or before any court or Governmental Body pending or threatened
in writing against or involving  DMRX or any of its Subsidiaries which is likely
to  have  a  material  adverse  effect on the business or financial condition of
DMRX  and  any  of  its  Subsidiaries,  taken as whole, or which would require a
payment  by  DMRX  or  its subsidiaries in excess of  $2,000 in the aggregate or
which  questions or challenges the validity of this Agreement. Neither  DMRX nor
any  or  its  Subsidiaries  is  subject to any judgment, order or decree that is
likely  to have a material adverse effect on the business or financial condition
of  DMRX  or any of its Subsidiaries, taken as a whole, or which would require a
payment  by  DMRX  or  its  subsidiaries  in excess of  $2,000 in the aggregate.

     (n)  Absence  of  Certain  Changes.  Since  the  date of the DMRX Financial
Statements,  neither  DMRX  nor  any  of  its  Subsidiaries  has:

1.     suffered  the  damage  or  destruction of any of its properties or assets
(whether  or  not  covered  by  insurance)  which  is  materially adverse to the
business or financial condition of  DMRX and its Subsidiaries, taken as a whole,
or  made  any disposition of any of its material properties or assets other than
in  the  ordinary  course  of  business;

2.     made  any  change  or  amendment  in  its certificate of incorporation or
by-laws,  or  other  governing  instruments;

3.     issued  or  sold  any  Equity  Securities  or other securities, acquired,
directly  or indirectly, by redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such Equity Security, or granted
or  entered  into  any  options, warrants, calls or commitments of any kind with
respect  thereto;

4.     organized  any  new  Subsidiary  or acquired any Equity Securities of any
Person  or  any  equity  or  ownership  interest  in  any  business;

<PAGE>
5.     borrowed  any funds or incurred, or assumed or become subject to, whether
directly  or  by way of guarantee or otherwise, any obligation or liability with
respect  to  any  such  indebtedness  for  borrowed  money;

6.     paid, discharged or satisfied any material claim, liability or obligation
(absolute,  accrued, contingent or otherwise), other than in the ordinary course
of  business;

7.     prepaid  any  material  obligation having a maturity of more than 90 days
from  the  date  such  obligation  was  issued  or  incurred;

8.     canceled  any  material  debts  or  waived any material claims or rights,
except  in  the  ordinary  course  of  business;

9.     disposed  of  or permitted to lapse any rights to the use of any material
patent or registered trademark or copyright or other intellectual property owned
or  used  by  it;

10.     granted  any  general  increase  in  the  compensation  of  officers  or
employees  (including  any such increase pursuant to any employee benefit plan);

11.     purchased  or  entered  into  any contract or commitment to purchase any
material  quantity  of  raw  materials  or supplies, or sold or entered into any
contract  or  commitment  to  sell  any material quantity of property or assets,
except  (i)  normal  contracts  or  commitments  for the purchase of, and normal
purchases  of,  raw materials or supplies, made in the ordinary course business,
(ii)  normal  contracts  or  commitments  for  the sale of, and normal sales of,
inventory  in  the  ordinary  course  of  business,  and  (iii) other contracts,
commitments,  purchases  or  sales  in  the  ordinary  course  of  business;

12.     made  any  capital  expenditures  or  additions  to  property,  plant or
equipment or acquired any other property or assets (other than raw materials and
supplies)  at  a  cost  in  excess  of  $2,000  in  the  aggregate;

13.     written  off  or  been  required  to  write  off  any  notes or accounts
receivable  in  an  aggregate  amount  in  excess  of  $2,000;

14.     written  down  or  been  required  to  write  down  any  inventory in an
aggregate  amount  in  excess  of  $  2,000;

15.     entered  into  any collective bargaining or union contract or agreement;
or

<PAGE>
16.     other  than  the  ordinary  course  of  business, incurred any liability
required  by  generally  accepted  accounting  principles  to  be reflected on a
balance  sheet  and material to the business or financial condition of  DMRX and
its  subsidiaries  taken  as  a  whole.

     (o)     No  Material  Adverse  Change. Since the date of the DMRX Financial
Statements,  there  has  not been any material adverse change in the business or
financial  condition  of  DMRX  and its Subsidiaries taken as a whole.  The DMRX
SEC  filings  contain  all  material  information  with respect to the business,
financial  condition  and  operations  of  DMRX.

     (p)     Contracts and Commitments. Neither DMRX nor any of its Subsidiaries
is  a  party  to  any:

1.     Contract  or  agreement (other than purchase or sales orders entered into
in the ordinary course of business) involving any liability on the part of  DMRX
or  one  of  its Subsidiaries of more than  $2,000 and not cancelable by DMRX or
the relevant Subsidiary (without liability to DMRX or such Subsidiary) within 60
days;

2.     Lease  of personal property involving annual rental payments in excess of
$2,000  and not cancelable by DMRX or the relevant Subsidiary (without liability
to  DMRX  or  such  Subsidiary)  within  90  days;

3.     Employee  bonus,  stock  option  or  stock  purchase,  performance  unit,
profit-sharing,  pension,  savings,  retirement,  health,  deferred or incentive
compensation,  insurance  or other material employee benefit plan (as defined in
Section  2(3) of ERISA) or program for any of the employees, former employees or
retired  employees  of  DMRX  or  any  of  its  Subsidiaries;

4.     Commitment,  contract  or  agreement  that  is  currently expected by the
management of DMRX to result in any material loss upon completion or performance
thereof;

5.     Contract,  agreement  or  commitment  that is material to the business of
DMRX  and its Subsidiaries, taken as a whole, with any officer, employee, agent,
consultant,  advisor,  salesman,  sales  representative,  value  added reseller,
distributor  or  dealer;  or

6.     Employment  agreement  or  other  similar  agreement  that  contains  any
severance  or  termination  pay,  liabilities  or  obligations.


<PAGE>
All such contracts and agreements are in full force and effect. Neither DMRX nor
any  or  its  Subsidiaries is in breach of, in violation of or in default under,
any  agreement,  instrument,  indenture,  deed of trust, commitment, contract or
other obligation of any type to which DMRX or any of its Subsidiaries is a party
or  is  or  may  be  bound  that  relates to the business of  DMRX or any of its
Subsidiaries  or  to which any of the assets or properties of DMRX or any of its
Subsidiaries  is  subject,  the  effect of which breach, violation or default is
likely to materially and adversely affect the business or financial condition of
DMRX  and  its  Subsidiaries,  taken  as  a  whole.

     (q)     Labor  Relations.  Neither  DMRX  nor  any of its Subsidiaries is a
party to any collective bargaining agreement. Except for any matter which is not
likely  to have a material adverse effect on the business or financial condition
of  DMRX  and  its  Subsidiaries,  taken  as  a  whole, (a) DMRX and each of its
Subsidiaries is in compliance with all applicable laws respecting employment and
employment  practices,  terms  and conditions of employment and wages and hours,
and  is  not  engaged in any unfair labor practice, (b) there is no unfair labor
practice  complaint  against  DMRX or any of its Subsidiaries pending before the
National  Labor Relations Board, (c) there is no labor strike, dispute, slowdown
or  stoppage  actually  pending  or  threatened  against  DMRX  or  any  of  its
Subsidiaries,  (d) no representation question exists respecting the employees of
DMRX  or  any of its Subsidiaries, (e) neither  DMRX nor any of its Subsidiaries
has  experienced any strike, work stoppage or other labor difficulty, and (f) no
collective  bargaining  agreement  relating  to  employees of DMRX or any of its
Subsidiaries  is  currently  being  negotiated.
(r)     Employee Benefit Plans. No material employee pension and welfare benefit
plans  covering  employees of  DMRX and its Subsidiaries is (1) a multi-employer
plan  as  defined  in  Section  3(37) of ERISA, or (2) a defined benefit plan as
defined in Section 3(35) of ERISA, any listed individual account pension plan is
duly  qualified  as  tax  exempt under the applicable sections of the Code, each
listed benefit plan and related funding arrangement, if any, has been maintained
in  all  material  respects  in  compliance with its terms and the provisions of
ERISA  and  the  Code.

     (s)     Compliance  with  Law.  The operations of DMRX and its Subsidiaries
have  been  conducted  in accordance with all applicable laws and regulations of
all  Governmental  Bodies  having  jurisdiction over them, except for violations
thereof  which  are not likely to have a material adverse effect on the business
or  financial condition of DMRX and its Subsidiaries, taken as a whole, or which
would  not require a payment by DMRX or its Subsidiaries in excess of  $2,000 in
the  aggregate,  or  which  have  been  cured.  Neither  DMRX  nor  any  of  its
Subsidiaries  has  received  any  notification  of  any asserted present or past
failure  by it to comply with any such applicable laws or regulations.  DMRX and
its  Subsidiaries  have all material licenses, permits, orders or approvals from
the  Governmental  Bodies  required for the conduct of their businesses, and are
not  in  material violation of any such licenses, permits, orders and approvals.
All  such  licenses, permits, orders and approvals are in full force and effect,
and  no  suspension  or  cancellation  of  any  thereof  has  been  threatened.

<PAGE>
     (t)     Tax  Matters.

1.     DMRX  and  each of its Subsidiaries (1) has filed all nonconsolidated and
noncombined  Tax  Returns  and  all  consolidated  or  combined Tax Returns that
include only DMRX and/or its Subsidiaries and not Seller or its other Affiliates
(for  the  purposes  of  this  Section,  such  tax  Returns  shall be considered
nonconsolidated  and  noncombined  Tax Returns) required to be filed through the
date hereof and has paid any Tax due through the date hereof with respect to the
time  periods  covered  by  such nonconsolidated and noncombined Tax Returns and
shall  timely pay any such Taxes required to be paid by it after the date hereof
with  respect to such Tax Returns and (2) shall prepare and timely file all such
nonconsolidated  and noncombined Tax Returns required to be filed after the date
hereof  and through the Closing Date and pay all Taxes required to be paid by it
with  respect  to  the  periods  covered  by  such Tax Returns; (B) all such Tax
Returns  filed pursuant to clause (A) after the date hereof shall, in each case,
be prepared and filed in a manner consistent in all material respects (including
elections  and  accounting  methods  and  conventions) with such Tax Return most
recently  filed in the relevant jurisdiction prior to the date hereof, except as
otherwise  required by law or regulation.  Any such Tax Return filed or required
to  be  filed  after  the date hereof shall not reflect any new elections or the
adoption  of  any  new accounting methods or conventions or other similar items,
except  to  the  extent  such  particular  reflection or adoption is required to
comply  with  any  law  or  regulation.


<PAGE>
2.     All  consolidated  or  combined  Tax  Returns  (except those described in
subparagraph  (1)  above)  required  to  be filed by any person through the date
hereof  that  are  required  or  permitted to include the income, or reflect the
activities, operations and transactions, of  DMRX or any of its Subsidiaries for
any  taxable  period  have  been  timely  filed,  and  the  income,  activities,
operations  and  transactions  of  DMRX  and  Subsidiaries  have  been  properly
included  and  reflected  thereon.  DMRX  shall prepare and file, or cause to be
prepared  and  filed,  all  such  consolidated  or combined Tax Returns that are
required  or  permitted  to  include  the  income,  or  reflect  the activities,
operations  and  transactions,  of  DMRX  or any Subsidiary, with respect to any
taxable  year  or  the  portion  thereof ending on or prior to the Closing Date,
including, without limitation, DMRX's consolidated federal income tax return for
such  taxable  years.  DMRX  will  timely file a consolidated federal income tax
return  for  the  taxable  year  ended  December  31, 1999 and such return shall
include  and reflect the income, activities, operations and transactions of DMRX
and  Subsidiaries  for  the  taxable  period  then  ended,  and hereby expressly
covenants  and  agrees  to file a consolidated federal income tax return, and to
include  and reflect thereon the income, activities, operations and transactions
of  DMRX  and  Subsidiaries for the taxable period through the Closing Date. All
Tax Returns filed pursuant to this subparagraph (2) after the date hereof shall,
in each case, to the extent that such Tax Returns specifically relate to DMRX or
any  of  its Subsidiaries and do not generally relate to matters affecting other
members  of  DMRX's  consolidated  group,  be  prepared  and  filed  in a manner
consistent  in all material respects (including elections and accounting methods
and  conventions)  with  the  Tax  Return  most  recently  filed in the relevant
jurisdictions  prior  to the date hereof, except as otherwise required by law or
regulation.  DMRX  has  paid  or will pay all Taxes that may now or hereafter be
due with respect to the taxable periods covered by such consolidated or combined
Tax  Returns.

3.     Neither  DMRX  nor any of its Subsidiaries has agreed, or is required, to
make  any  adjustment (x) under Section 481(a) of the Code by reason of a change
in  accounting  method  or otherwise or (y) pursuant to any provision of the Tax
Reform  Act of  1986, the Revenue Act of 1987 or the Technical and Miscellaneous
Revenue  Act  of  1988.

4.     Neither  DMRX nor any of its Subsidiaries or any predecessor or Affiliate
of  the  foregoing  has, at any time, filed a consent under Section 341(f)(1) of
the  Code, or agreed under Section 341(f)(3) of the Code, to have the provisions
of  Section  341(f)(2)  of  the  Code  apply  to  any  sale  of  its  stock.

5.     There  is no (nor has there been any request for an) agreement, waiver or
consent providing for an extension of time with respect to the assessment of any
Taxes  attributable  to  DMRX or its Subsidiaries, or their assets or operations
and no power of attorney granted by DMRX or any of its Subsidiaries with respect
to  any  Tax  matter  is  currently  in  force.

6.     There  is  no  action,  suit,  proceeding,  investigation,  audit, claim,
demand,  deficiency  or additional assessment in progress, pending or threatened
against  or  with  respect  to any Tax attributable to DMRX, its Subsidiaries or
their  assets  or  operations.

7.     All  amounts  required to be withheld as of the Closing Date for Taxes or
otherwise  have  been  withheld  and  paid when due to the appropriate agency or
authority.

8.     No  property  of DMRX is "tax-exempt use property " within the meaning of
Section  168(h)  of the Code nor property that DMRX and/or its Subsidiaries will
be  required  to  treat  as  being  owned  by another person pursuant to Section
168(f)(8)  of  the  Internal  Revenue  Code  of  1954,  as amended and in effect
immediately  prior  to  the  enactment  of  the  Tax  Reform  Act  of  1986.

<PAGE>
9.     There have been delivered or made available to the GPNs true and complete
copies  of  all  income Tax Returns (or with respect to consolidated or combined
returns, the portion thereof) and any other Tax Returns requested by the GPNs as
may be relevant to DMRX, its Subsidiaries, or their assets or operations for any
and  all periods ending after  December 31, 1998, or for any Tax years which are
subject  to  audit  or  investigation  by  any  taxing  authority  or  entity.

10.     There  is no contract, agreement, plan or arrangement, including but not
limited  to  the  provisions  of this Agreement, covering any employee or former
employee  of  DMRX or its Subsidiaries that, individually or collectively, could
give  rise to the payment of any amount that would not be deductible pursuant to
Section  280G  or  162  of  the  Code.

     (t)     Environmental  Matters.

1.     At  all  times  prior  to the date hereof, DMRX and its Subsidiaries have
complied  in  all  material respects with applicable environmental laws, orders,
regulations,  rules  and  ordinances  relating to the Properties (as hereinafter
defined),  the  violation  of  which would have a material adverse effect on the
business or financial condition of  DMRX and its Subsidiaries, taken as a whole,
or  which  would  require  a  payment  by  DMRX or its Subsidiaries in excess of
$2,000  in  the  aggregate,  and  which  have  been  duly  adopted,  imposed  or
promulgated  by  any  legislative, executive, administrative or judicial body or
officer  of  any  Governmental  Body.

2.     The  environmental licenses, permits and authorizations that are material
to  the  operations  of DMRX and its Subsidiaries, taken as a whole, are in full
force  and  effect.

3.     Neither  DMRX  nor  any  of its Subsidiaries has released or caused to be
released on or about the properties currently owned or leased by  DMRX or any of
its Subsidiaries (the "Properties") any (i) pollutants, (ii) contaminants, (iii)
"Hazardous  Substances,"  as  that  term  is  defined  in Section 101(14) of the
Comprehensive  Environmental  Response  Act,  as  amended  or  (iv)  "Regulated
Substances,"  as  that  term  in  defined  in  Section  9001  of  the  Resource
Conservation  and  Recovery  Act,  42  U.S.C. Section 6901, et seq., as amended,
which  would  be  required  to  be  remediated  by  any governmental agency with
jurisdiction  over  the  Properties under the authority of laws, regulations and
ordinances  as  in  effect  and  currently interpreted on the date hereof, which
remediation  would  have  a material adverse effect on the business or financial
condition  of  DMRX  and  its  Subsidiaries,  taken  as  a  whole.

<PAGE>
     (u)     Brokers  or  Finders.  Other than Schumacher, DMRX has not employed
any  broker  or  finder  or incurred any liability for any brokerage or finder's
fees  or  commissions  or  similar  payments  in connection with the sale of the
Escrowed  DMRX  Shares  and  the  New  DMRX  Shares.

     (v)     Absence  of  Certain Commercial Practices. Neither  DMRX nor any of
its  Subsidiaries  has,  directly  or  indirectly,  paid  or  delivered any fee,
commission  or other sum of money or item of property, however characterized, to
any  finder,  agent, government official or other party, in the United States or
any  other country, which is in any manner related to the business or operations
of  DMRX or its Subsidiaries, which DMRX or one of its Subsidiaries knows or has
reason to believe to have been illegal under any federal, state or local laws of
the United States or any other country having jurisdiction; and neither DMRX nor
any  of  its  Subsidiaries  has  participated,  directly  or  indirectly, in any
boycotts  or  other  similar  practices affecting any of its actual or potential
customers  in  violation  of  any  applicable  law  or  regulation.

     (w)     Transactions  with  Directors  and  Officers.  DMRX  and  its
Subsidiaries  do  not  engage in business with any Person in which any of DMRX's
directors  or officers has a material equity interest. No director or officer of
DMRX owns any property, asset or right which is material to the business of DMRX
and  its  Subsidiaries,  taken  as  a  whole.

     (x)     Borrowing and Guarantees. DMRX and its Subsidiaries (a) do not have
any  indebtedness  for  borrowed money, (b) are not lending or committed to lend
any money (except for advances to employees in the ordinary course of business),
and  (c)  are  not guarantors or sureties with respect to the obligations of any
Person.

6.     Representations  of  GPN.     GPN  represents  and  warrants  as follows:
       ------------------------

     (a)     GPN  has  taken  all  necessary  corporate  action to authorize the
execution  of  this  Agreement  and  the  transactions  contemplated  hereunder.

     (b)     Neither  the  execution  or  delivery  of  this  Agreement  nor the
consummation  of the transactions contemplated hereby will violate any provision
of  the  Articles of Incorporation or Bylaws of GPN; will violate, conflict with
or  result  in  the  breach  or termination of or otherwise give any contracting
party  the  right  to  terminate  or constitute a default under the terms of any
agreement  or instrument to which GPN is a party or by which any of its property
or  assets  may  be  bound;  will  result in the creation of any lien, charge or
encumbrance  upon the properties or assets of GPN, or will violate any judgment,
order,  injunction,  decree  or  award  against or binding upon GPN, or upon its
securities,  property  or  business.


<PAGE>
     7.     Prohibited Acts.     Except as otherwise expressly set forth herein,
            ---------------
the Shareholders agree to cause DMRX not to do any of the following things prior
to  the  Closing Date, and the Shareholders agree that prior to the Closing Date
they  will  not  request  or  permit  DMRX  to  do  any of the following things:

     (a)     Declare or pay any dividends or other distributions on its stock or
purchase  or  redeem  any  of  its  stock;  or

     (b)     Issue  any  stock  or  other  securities,  including  any rights or
options  to  purchase or otherwise acquire any of its stock, and shall not issue
any  notes  or  other  evidences  of  indebtedness.

     8.     Resignation of Officers and Directors of DMRX.  Immediately prior to
            ----------------------------------------------
the  Closing  Date,  all  but one officer and director of DMRX will submit their
resignations.  Such  remaining  officer and director will appoint new management
as  directed by GPN so as to effect an orderly change of control.  In connection
therewith, such remaining director shall appoint other directors to the Board of
Directors  of  DMRX.  After  such directors are appointed, the remaining officer
and/or  director  of  DMRX  will  resign  and the Shareholders will subsequently
effectuate  the  transfer  of the Transferred DMRX Shares in accordance with the
Closing.

     9.     Conditions  to  the  Obligations  of  GPN  and  the  Shareholders.
            ------------------------------------------------------------------

     (a)     The  obligations of GPN to consummate the transactions contemplated
by  this Agreement are subject to the fulfillment, at or before the Closing Date
of  the  following  further  conditions:  (i)  each  of  the representations and
warranties of Schumacher, the Shareholders and DMRX contained in this Agreement,
the  Stock  Exchange  Agreement  or in any written statement, exhibit, addendum,
financial  statement  or schedule or other document delivered pursuant hereto or
in  connection  with  the  transaction  contemplated hereby shall be true in all
respects  as  at  the  Closing Date, as required specifically herein, as if then
made  (except  to the extent waived hereunder or as affected by the transactions
contemplated  hereby);  (ii)  the Shareholders and DMRX shall have performed and
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement  to be performed or complied with by them prior to at the Closing Date
and  GPN  shall  have  been  furnished  with  a certificate of the President and
Treasurer  of  DMRX dated the Closing Date certifying in such details as GPN may
reasonably  request  to  the  fulfillment  of  such  conditions;  and  (iii) all
documents  and  proceedings of the Shareholders, DMRX and GPN in connection with
the  transactions  contemplated  hereby  shall have been approved as to form and
substance  by  GPN  and  its  legal  counsel.

     (b)     All  of  the representations and warranties of Schumacher, DMRX and
the  Shareholders contained in this Agreement, or any exhibit thereto shall have
been  acknowledged  by  DMRX  and  shall be true in all material respects on the
Closing  Date  as  if  then made.  All such representations and warranties shall
survive  the  Closing  Date  of  this  transaction.


<PAGE>
     (c)     GPN  shall  have  completed  to  its  reasonable satisfaction a due
diligence investigation of the books, records, assets and properties of DMRX and
shall  not  have  found  anything  which would adversely impact on the financial
condition,  operations or status of DMRX  in the sole and absolute discretion of
GPN.

     10.     Conditions  to  the  Obligations  of  DMRX  and  the  Shareholders.
             -------------------------------------------------------------------

     (a)     The  obligations  of  DMRX  and  the Shareholders to consummate the
transactions  contemplated  by this Agreement are subject to the fulfillment, at
or before the Closing Date, of the following further conditions; (i) each of the
representations  and  warranties  of  GPN  contained in this Agreement or in any
written  statement,  exhibit, addendum, financial statement or schedule or other
document  delivered  pursuant  hereto  or  in  connection  with the transactions
contemplated  hereby shall be true in all respects as at the Closing Date, as if
then  made  (except  to  the  extent  waived  hereunder  or  as  affected by the
transactions  contemplated  hereby);  and  (ii)  GPN  shall  have  performed and
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement  to  be  performed  or complied with by them prior to the Closing Date
(including  without  limitation  the  payment  set  forth  herein).

     11.     Notices.     Any  notice which any of the parties hereto may desire
             -------
to  serve  upon any of the other parties hereto shall be in writing and shall be
conclusively  deemed  to  have  been  received  by  the party at its address, if
mailed,  postage  prepaid,  United  States  mail,  registered,  return  receipt
requested,  to  the  following  addresses:

If  to  DMRX  or  the  Shareholders:     DermaRx  Corporation
                                         400  Colorado  Blvd.
                                         Suite  420
                                         Denver,  CO  80222
                                         Facsimile  No.:  (303)  ____________
                                         Attn:  Maryanne  Carroll

If  to  GPN:                             GoPublicNow.com,  Inc.
                                         5000  Birch  Street
                                         West  Tower,  Suite  4900
                                         Newport  Beach,  CA  92660
                                         Facsimile  No.:  (949)  863-7998
                                         Attn:  Bruce  Berman


<PAGE>
                                        Copy  to:

                                        Cutler  Law  Group
                                        610  Newport  Center  Drive
                                        Suite  800
                                        Newport  Beach,  CA  92660
                                        Facsimile  No.:  (949)  719-1988
                                        Attn:  M.  Richard  Cutler,  Esq.

     12.     Successors.     This  Agreement  shall be binding upon and inure to
             ----------
the benefit of the heirs, personal representatives and successors and assigns of
the  parties.

     13.     Choice  of  Law.     This Agreement shall be construed and enforced
             ---------------
in  accordance  with  the  laws  of  the  State  of  California.

     14.     Counterparts.     This  Agreement  may  be  signed  in  one or more
             ------------
counterparts,  all of which taken together shall constitute an entire agreement.

     15.     Entire  Agreement.  This  Agreement,  together  with  the  Exchange
             -----------------
Agreement,  sets  forth  the  entire  agreement and understanding of the Parties
hereto  with respect to the transactions contemplated hereby, and supersedes all
prior  agreements, arrangements and understandings related to the subject matter
hereof.  No  understanding,  promise,  inducement,  statement  of  intention,
representation,  warranty,  covenant  or  condition, written or oral, express or
implied,  whether  by  statute  or  otherwise, has been made by any Party hereto
which is not embodied in this Agreement or the written statements, certificates,
or  other  documents  delivered  pursuant  hereto  or  in  connection  with  the
transactions  contemplated  hereby,  and  no  party  hereto shall be bound by or
liable  for  any  alleged  understanding,  promise,  inducement,  statement,
representation,  warranty,  covenant  or  condition  not  so  set  forth.


<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

DERMARX  CORPORATION                       GOPUBLICNOW.COM,  INC.,
a  Delaware  corporation                   a  Nevada  corporation


By: /s/ Maryanne Carroll                   By: /s/ Bruce A. Berman
Its:  Maryanne  Carroll,  President        Its:  Bruce  A.  Berman, President

SHAREHOLDERS  (OWNING  OR  REPRESENTING  NOT  LESS  51%  OF  THE  SHARES):

________________________________________________
Name:___________________________________________
Number  of  Shares:_________________________________

________________________________________________
Name:___________________________________________
Number  of  Shares:_________________________________

________________________________________________
Name:___________________________________________
Number  of  Shares:_________________________________

________________________________________________
Name:___________________________________________
Number  of  Shares:_________________________________

________________________________________________
Name:___________________________________________
Number  of  Shares:_________________________________

________________________________________________
Name:___________________________________________
Number  of  Shares:_________________________________

________________________________________________
Name:___________________________________________
Number  of  Shares:_________________________________