Exhibit 10.4

                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated as of and with effect from the April 30, 2002

AMONG:

               BARRINGTON SCIENCES INTERNATIONAL CORPORATION, a
               company incorporated pursuant to the federal laws of
               Canada and having its registered office at Suite 1260 -
               1188 West Georgia Street, Vancouver, British Columbia,
               V6E 4A2

               (hereinafter referred to as "Barrington")

AND:

               ABP DIAGNOSTICS LIMITED, a company incorporated
               pursuant to the laws of England and having its
               registered office at Keats House, Barnes Croft,
               Hilderstone, Staffordshire, England ST158XU

               (hereinafter referred to as ABP)

AND:

               The parties whose names and addresses are set out in
               Schedule "1" herein.

               (hereinafter referred to collectively as the
               "Shareholders")

WHEREAS:

A.   Barrington is a company incorporated under the laws of Canada.

B.   ABP is involved in the diagnostic tests business (the "Business").

C.   The Shareholders are the registered and beneficial owners of all of the
     issued and outstanding shares in the capital of ABP (the "ABP Shares").

D.   Barrington and ABP have entered into a letter of intent dated March 18,
     2002 relating to the acquisition by Barrington of the ABP Shares, in
     consideration for the issuance by Barrington of an aggregate of 3,450,000
     common shares without par value in the capital of Barrington (the
     "Barrington Shares") at a deemed price of Cdn 0.25 per Barrington Share,
     with the effect that ABP will thereafter be a wholly owned subsidiary of
     Barrington.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the covenants and agreements herein contained, the parties hereto covenant
and agree with each other as follows:


                                    ARTICLE 1
                                    SCHEDULES
                                    ---------

1.1. The following are the Schedules attached to and incorporated in this
     Agreement by reference and deemed to be part hereof:

<PAGE>


                                      -2-


                    Schedule Number    Title

                    (1)                Shareholders and ABP Shares

                    (2)                Financial Statements of ABP

                    (3)                Material Contracts of ABP

                    (4)                Encumbrances of ABP

                    (5)                Closing Debts


                                    ARTICLE 2
                                   DEFINITIONS
                                   -----------

In this Agreement:

2.1. " Financial Statements" means the financial statements of ABP for its most
     recently completed financial year ended October 31, 2001 attached as
     Schedule 2.

2.2. "Closing Date" May 31, 2002

2.3. "Financial Statements" means, collectively, the Audited Financial
     Statements and the Interim Financial Statements.

2.4. "Interim Financial Statements" means the unaudited financial statements of
     ABP, prepared by management for the period ending April 30, 2002 attached
     hereto as Schedule 3.

2.5. "Principal Shareholder" means Dr AEJ Reynolds, whose address is set out in
     Schedule 1 herein.

2.6. "Material Change" means, if used in relation to a ABP or Barrington, a
     change in its business, operations, assets or ownership that would
     reasonably be expected to have a significant effect on the value of its
     capital or assets, and includes a decision to implement that change made by
     its directors, or by senior management party who believe that confirmation
     by the directors is probable.

2.7. "Time of Closing" means 10:00 a.m. (Vancouver Time) on the Closing Date.

2.8. "Premises" means the land and buildings described in the Lease which are
     occupied by ABP to carry on the Business, and having a civic address of
     Eagle Court, Concord Business Park, Threapwood Road, Manchester M22 0RR;

                                   ARTICLE 3
                               Purchase OF SHARES
                               ------------------

3.1.      Purchased Shares and Consideration

Subject to the terms and conditions of this Agreement and based on the
warranties and representations herein contained, on the Closing Date:

          (a)  the Shareholders will sell, assign and transfer to Barrington,
               and Barrington will purchase from the Shareholders all (but not
               less than all) of the ABP Shares (the "Acquisition");

          (b)  in consideration for the purchase of the ABP Shares, Barrington
               will issue the Barrington Shares to the Shareholders on a pro
               rata basis; and

          (c)  the deemed price of the Barrington Shares shall be $ 0.25 per
               Barrington Share.

<PAGE>


                                      -3-


3.7       Final Closing Date

In the event that the transactions contemplated by this Agreement do not
complete on the Closing Date, this Agreement will terminate and be of no further
force and effect, unless an extension to the Closing Date is otherwise agreed to
in writing by all the parties.


                                   ARTICLE 4
      REPRESENTATIONS AND WARRANTIES OF ABP AND THE PRINCIPAL SHAREHOLDERS
      --------------------------------------------------------------------

4.1  In order to induce Barrington to enter into and consummate the transactions
     contemplated herein, ABP and the Principal Shareholders each jointly and
     severally represent and warrant to and covenant with Barrington as follows:

     (a)  ABP is a company incorporated pursuant to the laws of England, is not
          a reporting company and is a valid and subsisting company in good
          standing.

     (b)  The memorandum and articles of each of ABP and the registers of
          members, registers of directors, and the minutes of members and
          directors meetings of ABP contained in their respective minute
          records, copies of which have been delivered to Barrington, are
          accurate and complete and document all material occurrences and
          actions of ABP since incorporation, and all meetings of directors and
          shareholders have, since incorporation, been duly held.

     (c)  As far as the Shareholders are aware ABP holds all permits, licenses,
          consents and authorities issued by any federal, provincial or
          municipal governmental authority, or any subdivision thereof, which
          are necessary in connection with the conduct and operation of the
          Business (including without limitation all corporate and business laws
          of England) and the ownership or leasing of its assets and ABP is not
          in breach of or in default under any term or condition of any thereof.

     (d)  As far as the Shareholders are aware ABP is not in breach of any laws,
          ordinances, statutes, regulations, by-laws, orders or decrees to which
          it is subject or which apply to it, and neither the Premises nor its
          use violates any zoning or other by-law, law, ordinance or regulation
          applicable to it and ABP has not received any notice of any impending
          or intended rezoning of the Premises;

     (e)  ABP has good and marketable title to all of its assets subject to the
          encumbrances, terms and conditions described in Schedule 4.

     (f)  As far as the Shareholders are aware neither the Business nor any of
          the assets infringe any registered patents, trademarks or copyrights
          of any third parties.

                   The present directors and officers of ABP are:

                   Dr AEJ Reynolds
                   Mr SJ Reynolds
                   Mr JE Heaps
                   Mr PA Rushton

<PAGE>


                                      -4-


     (g)  ABP has an authorized share capital of 1,150,000 shares with a par
          value of(pound)0.10 each.

          and having the special rights and restrictions as set forth on the
          Memorandum of ABP dated 3rd February 2000.

          As of the date of this Agreement 1,150,000 Common shares of ABP have
          been issued and are outstanding to the Shareholders in the
          denominations set out in Schedule 1 hereto (the "ABP Shares"), which
          shares are the only securities issued and outstanding in the capital
          of ABP. None of the other classes of shares of ABP have been issued.

     (h)  Other than as disclosed in this Agreement, no person, firm or
          corporation has any agreement or option or any right capable of
          becoming an agreement for the purchase of any shares from treasury in
          the capital of ABP or any right capable of becoming an agreement for
          the purchase, subscription or issuance of any of the unissued shares
          in the capital of ABP.

     (i)  ABP has the corporate power to carry out the transactions contemplated
          herein.

     (j)  The documents and information to be delivered to Barrington and its
          advisors by ABP or the Principal Shareholders pursuant to this
          Agreement shall be accurate and complete and, without restricting the
          generality of the foregoing, the Audited Financial Statements and the
          Interim Financial Statements have been prepared in accordance with
          generally accepted accounting principles in England, applied on a
          basis consistent with those of previous years and fairly represent the
          financial position and the corporate affairs of ABP.

     (k)  All accounts receivable of ABP recorded in the books of the ABP are
          bona fide, good and collectible save and except for any immaterial
          errors and omissions without set-off or counterclaim.

     (l)  Save and except for any immaterial errors and omissions, there are no
          liabilities, contingent or otherwise, of ABP which are not disclosed
          or reflected in this Agreement and the documents attached as Schedules
          thereto, and ABP has not guaranteed, or agreed to guarantee, any debt,
          liability or other obligation of any person, firm or corporation other
          than as disclosed herein. There are no liabilities of any other party
          capable of creating a lien or charge on any of the assets of ABP.

     (m)  Except for the payment of salaries, bonuses, sales commission and
          reimbursement for out-of-pocket expenses in the ordinary course
          pursuant to agreements or arrangements entered into prior to the date
          of this Agreement, ABP is not indebted to the Shareholders or any
          affiliate, director or officer of ABP except as shown on the Financial
          Statements.

     (n)  Since the date of the Interim Financial Statements, save and except as
          disclosed herein:

          (i)  no dividends or other distribution of any shares in the capital
               of ABP have been made, declared or authorized;

          (ii) no payments of any kind have been made or authorized to or on
               behalf of the Shareholders or to or on behalf of officers,
               directors or shareholders of ABP, other than the usual salaries
               and consulting fees payable to such persons which have been
               disclosed to Barrington;

<PAGE>


                                      -5-


          (iii) ABP has not experienced any Material Change or any other
                material adverse change in circumstances materially affecting
                its right or capacity to carry on business in any jurisdiction,
                and ABP has not waived or surrendered any right of material
                value;

          (iv)  ABP has not discharged or satisfied or paid any lien or
                encumbrance or obligation or liability;

          (v)   the business of ABP has been carried on in the ordinary course;
                and

          (vi)  no capital expenditures have been authorized or made.

     (o)  No change will occur in the constating documents or articles of ABP
          from the date of this Agreement to the Closing Date.

     (p)  Schedule 4 contains a true and complete list and description of all of
          material contracts of ABP, which list shall remain true and complete
          up to the Closing Date.

     (q)  ABP has not entered into any contracts, agreements, collective
          agreements, pensions plans, profit sharing plans, bonus plans, group
          insurance or similar plans, undertakings or arrangements whether oral,
          written or implied except as set out in Schedule 4, other than
          immaterial trade contracts and commitments entered into in the
          ordinary course of business.

     (r)  There is no basis for and there are no actions, suits, judgments,
          investigations, arbitration or proceedings in progress, outstanding,
          pending or, to the knowledge of the Principal Shareholders, threatened
          against or relating to ABP or affecting the Business, Premises or the
          ABP Shares at law or in equity or before or by any federal,
          provincial, state, municipal or other governmental department,
          commission, board, bureau or agency.

     (s)  ABP is not in breach of any laws, ordinances, statutes, regulations,
          by-laws, orders or decrees of any jurisdiction to which it is subject
          or which apply to it which might materially affect any business,
          properties, assets, prospects or conditions, financial or otherwise,
          of ABP or which could result in any material liability to ABP.

     (t)  ABP has not experienced nor is it or the Principal Shareholders aware
          of any occurrence or event which had, or might reasonably be expected
          to have, a materially adverse effect on the results of the Business.

     (u)  Neither the Shareholders nor any officer, director or employee of any
          of ABP is now indebted or under obligation to ABP on any account
          whatsoever.

     (v)  All tax returns, elections and reports of ABP required by law to be
          filed prior to the date hereof have been filed and are substantially
          true, complete and correct. All taxes and other government charges
          have been paid and there will be no taxes or government charges in
          respect of the period ending on the Closing Date.

     (w)  All material transactions of ABP have been promptly and properly
          recorded or filed in or with its respective books and records. The
          record books of ABP contain all records of the meetings and
          proceedings of shareholders and directors thereof.

     (x)  the Principal Shareholders are not aware of any contingent liabilities
          or any grounds which would prompt a reassessment under the Income Tax
          Act (Canada) of ABP, including aggressive treatment of income and
          expenses in filing tax returns;

<PAGE>


                                      -6-


     (y)  The execution and delivery of this Agreement and the completion of the
          transactions contemplated hereby will not cause or otherwise result in
          any tax liability to ABP or relating to the ABP Shares other than
          capital gains taxes (if any) payable by the Shareholders;

     (z)  ABP maintains insurance against loss or damage to its property and
          with respect to public liability as is in accordance with prudent
          business practice;

     (aa) There are no material contractual obligations or commitments of ABP,
          which have not been disclosed to Barrington, and ABP and the Principal
          Shareholders have no information or knowledge of facts pertaining to
          ABP, which, if known to Barrington, might reasonably be expected to
          deter ABP from completing the transactions contemplated in this
          Agreement.

     (bb) The performance of this Agreement will not be in violation of the
          Memorandum or Articles of ABP or of any agreement to which the
          Shareholders or ABP is a party and will not give any person or company
          any right to terminate or cancel any agreement or any right enjoyed by
          ABP and will not result in the creation or imposition of any lien,
          encumbrance or restriction of any nature whatsoever in favour of a
          third party upon or against the assets of ABP or the ABP Shares or the
          violation of any law or regulation of England or any order or decree
          of any court or tribunal to which the Shareholders or ABP is subject
          which could materially affect ABP or prevent the due and valid
          transfer of the ABP Shares as provided herein.

     (cc) ABP does not own, directly or indirectly, any shares or interests in
          any other company or firm other than 100% of the issued shares of
          Fluid Seperation Limited (company registered in England Number 4389947
          30% of whose shares are held on a bare trust for the benefit of former
          loan note holders of ABP).

     (dd) This Agreement has been duly executed and delivered by the Principal
          Shareholders and by ABP and is a valid and binding obligation of the
          Principal Shareholders and ABP enforceable in accordance with its
          terms.

     (ee) ABP has never owned any real property and the Premises are leased to
          ABP from Regus Limited (the "Landlord"), a company which is at arm's
          length to ABP and the Shareholders, and a true and complete copy of
          such lease has been or will be provided to the Purchaser and such
          lease will be in good standing on the Closing Date.

4.2  All statements contained in a certificate or other instrument delivered by
     or on behalf of ABP or the Principal Shareholders pursuant hereto or in
     connection with the transactions contemplated hereby shall be deemed to be
     representations and warranties by ABP and the Principal Shareholders
     hereunder.

4.3  The representations and warranties of ABP and the Principal Shareholders
     contained in this Agreement shall survive the Closing and, notwithstanding
     the Closing and the payment of the purchase price, the representations and
     warranties of ABP and the Principal Shareholders shall continue in full
     force and effect for the benefit of Barrington for a period of three (3)
     years from the Closing Date.

4.4  ABP and the Principal Shareholders acknowledge and agree that Barrington
     has entered into this Agreement relying on the warranties and
     representations and other terms and conditions of this Agreement as a
     portion of the information Barrington is relying on in making the decision
     to enter into this Agreement.

                                      -7-


                                   ARTICLE 5
               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
               --------------------------------------------------

5.1      In order to induce Barrington to enter into and consummate the
         transactions contemplated herein, the Shareholders each jointly and
         severally represent and warrant to and covenant with Barrington as
         follows:

               (a)  Each of the Shareholders own or will own at the Closing Date
                    the ABP Shares set opposite his or her name in Schedule 1,
                    as the legal and beneficial owners thereof, free and clear
                    of all liens, claims, charges and encumbrances whatsoever.
                    The Shareholders have due and sufficient right and authority
                    to enter into this Agreement on the terms and conditions
                    herein set forth and to transfer the legal and beneficial
                    title to and ownership of the ABP Shares to Barrington;

               (b)  No person, firm or corporation has any agreement or option
                    or any right capable of becoming an agreement for the
                    purchase of the ABP Shares; and

               (c)  This Agreement has been duly executed and delivered by the
                    Shareholders and is a valid and binding obligation of the
                    Shareholders enforceable in accordance with its terms.

                                    ARTICLE 6
                      COVENANTS OF ABP AND THE SHAREHOLDERS
                      -------------------------------------

ABP and the Shareholders covenant and agree with Barrington as follows:

6.1       Consents

ABP and the Shareholders will use best efforts to assist Barrington in obtaining
all regulatory approvals and consents in form and terms satisfactory to counsel
for Barrington as are necessary or required in order to allow the transactions
contemplated hereby to proceed.

6.2       Hold Period for Securities

ABP and the Shareholders acknowledge that all securities issued by Barrington
under this Agreement (the "Barrington Securities") will be subject to a hold
period and may not be traded except in accordance with the securities laws of
British Columbia and the rules and policies of any securities exchange on which
the securities of Barrington (or its successor) may be listed for trading.
Further, where a person receiving Barrington Securities is a non-resident of
British Columbia, the issued securities may also be subject to additional hold
periods pursuant to the securities laws in the shareholders jurisdiction of
residence or incorporation. Barrington makes no representation as to the future
price or value of such securities, or that any person will repurchase any such
securities.

6.4       Opinion

ABP and the Shareholders will deliver to Barrington at the Time of Closing an
opinion of ABP, addressed to Barrington, in form satisfactory to counsel for
Barrington that:

          (a)  ABP is duly organized and validly existing under the laws of
               England and is in good standing;

          (b)  all necessary steps and corporate proceedings have been taken to
               permit the ABP Shares to be duly and validly transferred to and
               registered in the name of Barrington;

<PAGE>


                                      -8-


          (c)  the number of authorized and issued shares in the capital of ABP
               are as warranted by ABP and the Principal Shareholders and all
               issued shares are duly authorized, validly issued and outstanding
               as fully paid and non-assessable; and

          (d)  based on knowledge and belief the Directors of ABP know of no
               claims, judgments, actions, suits, litigation, proceedings or
               investigations, actual, pending or threatened against ABP which
               might materially affect any business, properties, assets,
               prospects or conditions, financial or otherwise, of ABP or which
               could result in any material liability to ABP.

6.5       Transfer of Shares

The Shareholders will, at the Time of Closing, take all necessary steps and
proceedings as approved by the counsel for Barrington to permit the ABP Shares
to be duly and regularly transferred to Barrington and registered in its name,
free and clear of any liens, charges and encumbrances.

6.6       Resolutions

On the Closing Date, ABP and the Shareholders will deliver to Barrington:

          (a)  certified copies of resolutions of the directors of each of ABP
               authorizing the transfer of the ABP Shares to and the
               registration thereof in the name of Barrington and authorizing
               the issue of new share certificates with respect thereto;

          (b)  duly executed share certificates representing the ABP Shares in
               the name of Barrington;

          (c)  all corporate records of ABP and its corporate seals, if any; and

          (d)  certified copies of resolutions of the directors of ABP
               authorizing the transactions contemplated herein.

6.8       Representations and Warranties

On the Closing Date, the representations and warranties of the Shareholders
contained in this Agreement will be true and correct as if made on and as of the
Closing Date.

6.9       Indemnity by the Shareholders

Without prejudicing any other remedy available to Barrington at law or in
equity, the Shareholders shall indemnify and save harmless Barrington from and
against all reasonably and properly incurred costs, losses, damages or expenses
suffered or incurred by Barrington in any manner arising out of or relating to:

          (a)  any representation or warranty of the Shareholders set forth in
               this Agreement being untrue or incorrect or the failure of the
               Shareholders to observe or perform any of its obligations
               pursuant hereto;

          (b)  any misrepresentation in or omission from any certificate or
               other instrument furnished to Barrington by the Shareholders
               hereunder; and

          (c)  any and all actions, suits, proceedings, demands, assessments,
               judgments, costs and legal and other expenses incident to any of
               the foregoing.

<PAGE>


                                      -9-


                                    ARTICLE 7
                 COVENANTS OF ABP AND THE PRINCIPAL SHAREHOLDERS
                 -----------------------------------------------

ABP and the Principal Shareholders covenant and agree with Barrington as
follows:

7.1       Books and Records

During the period commencing on the date of execution of this Agreement and
ending on the Closing Date, ABP will make available to the other party and its
directors, officers, agents and professional advisors all corporate, legal and
financial records in the possession or reasonable control of ABP or the
Principal Shareholders, and will ensure that their respective directors,
officers and professional advisors are reasonably available to assist the other
party with any and all legitimate "due diligence" enquiries. Without limiting
the foregoing, ABP shall make available to Barrington and its advisors all
information relating to the patented and proprietary intellectual property of
ABP, and all licenses and agreements, which have been entered into with respect
thereto. All such information in written form and document will be returned to
the party originally delivering them in the event that the transactions provided
for in this letter of intent are not completed.

7.2       Interim Management - Positive Covenants

From the date of this Agreement to the Closing Date, the Principal Shareholders
will cause ABP to carry on the Business in the ordinary and normal course, in a
prudent, businesslike, and efficient manner and ABP will:

          (a)  immediately notify Barrington of any state of facts which may
               reasonably result in a representation or warranty contained
               herein being untrue or incorrect in any material respect, or
               which may result in the nonfulfillment of any condition set forth
               herein;

          (b)  provide Barrington, upon its request, with evidence as to the
               maintenance of all existing insurance coverage with respect to
               the Business and Premises in full force and effect until
               completion of the Closing; and

          (c)  provide Barrington, upon its request, with evidence to its
               satisfaction that ABP is current in the payment of all salaries
               and other statutory taxes, charges, levies, fees, deductions and
               remittances pursuant applicable law.

7.3       Interim Management - Negative Covenants

From the date of this Agreement to the Closing Date the Principal Shareholders
will not without the prior consent in writing of Barrington permit ABP to, other
than in the ordinary course of the Business:

          (d)  purchase or sell, consume or otherwise dispose of any of its
               assets in connection with the Business;

          (e)  enter into any contract or assume or incur any liability relating
               to or in any way affecting the Business or the ABP Shares;

          (f)  settle any accounts receivable of a material nature at less than
               face value net of the reserve for that account;

          (g)  waive or surrender any material right in connection with ABP;

          (h)  make any capital expenditures or commitment therefore in
               connection with the Business.

<PAGE>


                                      -10-


7.4       Representations and Warranties

On the Closing Date, the representations and warranties of ABP and the Principal
Shareholders contained in this Agreement will be true and correct as if made on
and as of the Closing Date.

7.5       Indemnity by ABP and the Principal Shareholders

Without prejudicing any other remedy available to Barrington at law or in
equity, ABP and the Principal Shareholders shall indemnify and save harmless
Barrington from and against all reasonably and properly incurred costs, losses,
damages or expenses suffered or incurred by Barrington in any manner arising out
of or relating to:

          (a)  any representation or warranty of ABP or of the Principal
               Shareholders set forth in this Agreement being untrue or
               incorrect or the failure of ABP or of the Principal Shareholders
               to observe or perform any of its obligations pursuant hereto;

          (b)  any and all indebtedness or liability of ABP existing at the time
               of the Closing which was not disclosed in writing to Barrington
               by ABP;

          (c)  any misrepresentation in or omission from any certificate or
               other instrument furnished to Barrington by ABP or by the
               Principal Shareholders hereunder; and

          (d)  any and all actions, suits, proceedings, demands, assessments,
               judgments, costs and legal and other expenses incident to any of
               the foregoing.


                                    ARTICLE 8
                  REPRESENTATIONS AND WARRANTIES OF BARRINGTON
                  --------------------------------------------

In order to induce ABP and the Shareholders to enter into and consummate the
transactions contemplated herein, Barrington represents and warrants to, and
covenants with ABP and the Shareholders as follows:

8.1       Barrington is a company duly incorporated under the Canada Business
          Corporations Act and is validly subsisting and in good standing.

8.2       The performance of this Agreement will not be in violation of the
          Memorandum or By-Laws of Barrington or of any agreement to which
          Barrington is a party and will not give any person or company any
          right to terminate or cancel any agreement or any right enjoyed by
          Barrington and will not result in the creation or imposition of any
          lien, encumbrance or restriction of any nature whatsoever in favour of
          a third party upon the assets or capital of Barrington, or the
          violation of any law or regulation of Canada or any province or
          territory thereof, any municipal by-law or ordinance or any order or
          decree of any court or tribunal to which Barrington is subject which
          could materially affect Barrington's assets or capital.

8.3       Barrington has the corporate power to carry out the transactions
          contemplated herein and is duly qualified to carry on business in the
          Province of British Columbia.

8.4       There have been no material adverse changes in the corporate or
          financial affairs of Barrington since the date of its incorporation,
          and the business of the Company has been carried on in the normal
          course since that date.

8.5       Barrington is not experiencing nor is it aware of any occurrence or
          event that might reasonably be expected to have a materially adverse
          effect on its business or the results of its operations.

8.6       The present directors and officers of Barrington as disclosed are as
          follows:

<PAGE>


                                      -11-


          (a) George Moore, Director and President;

          (b)  Lorne Broten, Director, Secretary and CFO

          (c)  Charlie Payne, Director & President

8.7       As at the date hereof, Barrington has not guaranteed, or agreed to
          guarantee, any debt, liability or other obligation of any person, firm
          or corporation.

8.8       No officer, director, employee or shareholder of Barrington is
          indebted or under obligation to Barrington on any account whatsoever.

8.9       No dividends of Barrington have been made, declared or authorized.

8.10      Barrington does not have any contracts, agreements, pension plans,
          profit sharing plans, bonus plans, undertakings, or arrangements
          whether oral, written or implied with employees, lessees, licensees,
          managers, accountants, suppliers, agents, distributors, officers,
          directors, lawyers or others.


8.11      Barrington is not in breach of any laws, ordinances, statutes,
          regulations, by-laws, orders or decrees to which it is subject or
          which apply to it.

8.12      All tax returns and reports of Barrington required to be filed prior
          to or concurrently with the date hereof have been filed and are
          substantially true, correct and accurate, and all taxes and other
          governmental charges have been paid or accrued in the books of
          Barrington and there will be no taxes or government charges in respect
          of the period ending on the Closing Date.

8.13      All material transactions of Barrington have been promptly and
          properly recorded or filed in or with its respective books and
          records, and the minute book of Barrington contains all records of the
          meetings and proceedings of shareholders and directors thereof.

8.14      Barrington has an authorized share capital of an unlimited number of
          common shares without par value of which 2,031,484 are issued and
          outstanding. Other than as disclosed in this section, no person, firm
          or corporation other than the parties hereto has any agreement or
          option or a right capable of becoming an agreement for the purchase,
          subscription or issuance of any of the unissued shares of Barrington.
          Barrington has a Private Placement Memorandum (PPM) in the United
          States and an Offering Memorandum in Canada for the purposes of
          raising

8.15      Barrington has reached an advanced stage in negotiations to vend the
          company into a public company on the CDNX [Canadian Stock Exchange]
          and has represented to ABP that such exchange for listed securities
          will take place not later than 31st of March 2003.


8.16      No person has or asserts any present, future or contingent rights of
          indemnification or subrogation by virtue of any transaction or
          happening occurring in relation to Barrington.

8.17      Barrington is not engaged or concerned in any litigation or
          arbitration proceedings either as plaintiff or defendant or otherwise
          and there is no basis for and there are no law suits pending or
          threatened against Barrington or any proceedings in respect of which
          Barrington is liable to indemnify any party concerned therein and that
          there are no claims already made which, if pursued, might result in
          proceedings of any kind against Barrington nor are there any
          circumstances likely to cause Barrington to be or become involved as a
          party to any litigation or arbitration.

8.18      No steps have been taken or resolutions passed or petitions presented
          or orders made for the winding up of Barrington nor for the
          appointment of an administrator, a controller, a receiver or receiver

<PAGE>


                                      -12-


          manager of any of the assets or undertaking of Barrington nor has
          Barrington had an administrator or controller appointed nor has
          Barrington gone into liquidation or receivership or called a meeting
          with a view to going into liquidation.

8.19      Barrington has not given any power of attorney to any person and is
          not under any obligation to give any power of attorney to any person.

8.20      Barrington is entitled to avail itself of the applicable prospectus
          exemptions available under applicable securities laws in respect of
          the issuance of all securities of Barrington contemplated in this
          Agreement.

8.21      The proposed issuance of the Barrington Shares contemplated herein has
          been duly authorized by Barrington and the Barrington Shares when and
          if they are issued shall be issued as fully paid and non-assessable
          shares.

8.22      This Agreement has been duly executed and delivered by Barrington and
          is a valid and binding obligation of Barrington enforceable in
          accordance with its terms.


                                    ARTICLE 9
                             COVENANTS OF Barrington
                             -----------------------

Barrington covenants and agrees with ABP and the Shareholders as follows:

9.1       Payment of Closing Debts

The parties acknowledge that it is their collective intention that after the
Closing Date, Barrington and ABP will continue to exist and operate as
independent corporations. Notwithstanding the foregoing, Barrington acknowledges
that certain of the accounts payable by ABP are of unique importance and
significance to the business of ABP, and accordingly Barrington covenants that,
effective on and from the Closing Date, it will satisfy or cause to be satisfied
those particular accounts set out in Schedule 5 hereto (the "Closing Debts"), in
the manners and in accordance with the payment schedules set out in Schedule 5.
NEED

9.2       Representations and Warranties

On the Closing Date, the representations and warranties of Barrington contained
in this Agreement will be true and correct as if made on and as of the Closing
Date.

9.3       Opinion

Barrington will deliver to ABP and the Shareholders at the Time of Closing an
opinion of Barrington's counsel, addressed to ABP and the Shareholders, in form
satisfactory to counsel for ABP and the Shareholders that:

          (a)  Barrington is duly organized and validly existing under the laws
               of Canada and is in good standing;

          (b)  all necessary steps and corporate proceedings have been taken to
               permit the Barrington Shares to be duly issued to the existing
               Shareholders and, issue Barrington shares to ABP shareholders.

          (c)  the number of authorized and issued shares in the capital of
               Barrington are as warranted by Barrington and all issued shares
               are duly authorized, validly issued and outstanding as fully paid
               and non-assessable; and

<PAGE>


                                      -13-


          (d)  based on knowledge and belief as informed by the Directors of
               Barrington, such solicitors know of no claims, judgments,
               actions, suits, litigation, proceedings or investigations,
               actual, pending or threatened against Barrington which might
               materially affect any business, properties, assets, prospects or
               conditions, financial or otherwise, of Barrington or which could
               result in any material liability to Barrington.

9.4       Indemnity by Barrington

Barrington shall indemnify and save harmless the Shareholders and ABP from and
against any and all costs, losses, damages or expenses suffered or incurred by
the Shareholders and ABP in any manner arising out of or relating to:

          (a)  any misrepresentation or non-fulfillment of any covenant on the
               part of Barrington under this Agreement; and

          (b)  any and all actions, suits, proceedings, demands, assessments,
               judgments, costs and legal and other expenses incident to any of
               the foregoing.

9.5       Books and Records

During the period commencing on the date of execution of this Agreement and
ending on the Closing Date, ABP will make available to the other party and its
directors, officers, agents and professional advisors all corporate, legal and
financial records in the possession or reasonable control of ABP or the
Principal Shareholders, and will ensure that their respective directors,
officers and professional advisors are reasonably available to assist the other
party with any and all legitimate "due diligence" enquiries. Without limiting
the foregoing, ABP shall make available to Barrington and its advisors all
information relating to the patented and proprietary intellectual property of
ABP, and all licenses and agreements, which have been entered into with respect
thereto. All such information in written form and document will be returned to
the party originally delivering them in the event that the transactions provided
for in this letter of intent are not completed.


                                   ARTICLE 10
                       CONDITIONS OF CLOSING OF BARRINGTON
                       -----------------------------------

10.1      The obligations of Barrington hereunder are subject to the following
          conditions for the exclusive benefit of Barrington being fulfilled in
          all material respects in the reasonable opinion of Barrington at the
          Time of Closing or waived by Barrington at or prior to the Time of
          Closing:

          (a)  The representations and warranties of ABP, the Principal
               Shareholders and the Shareholders contained herein will be true
               and correct as of the date hereof and on and as of the Closing
               Date with the same force and effect as though such
               representations were made as of the Closing Date, save and
               except, as modified by the transactions contemplated by this
               Agreement;

          (b)  Barrington and its advisors will have conducted and become
               satisfied with the results of their investigation and due
               diligence of ABP;

          (c)  ABP, the Principal Shareholder and the Shareholders will have
               complied with all covenants and agreements herein agreed to be
               performed or caused to be performed by them respectively on or
               before the Closing Date;

          (d)  at the Closing Date, Barrington will have received the
               appropriate resignations and resolutions such that the Board of
               Directors of ABP is composed of two directors consisting of one
               existing director and one nominee of Barrington, effective at the
               Closing Date and will remain in effect until such time that
               Barrington is a publicly listed entity. and

<PAGE>


                                      -14-


          (e)  the title of ABP to its assets free and clear of liens, charges
               and encumbrances, the legality of the incorporation and
               organization of ABP, the due creation and issuance as fully paid
               and non-assessable of the ABP Shares, all corporate proceedings
               of ABP, its shareholders and directors, the right of ABP to carry
               out the Business and all other matters which in the opinion of
               counsel for Barrington are material in connection with the
               transactions of purchase and sale contemplated by this Agreement
               will be subject to the favourable opinion of such counsel and all
               relevant records and information will be supplied to such counsel
               for the purpose;

          (f)  no material loss or destruction of or damage to any of the assets
               of ABP will have occurred between the date hereof and the Time of
               Closing; and

          (g)  no action or proceeding in any jurisdiction at law or in equity
               will be pending or threatened by any person, company, firm,
               governmental authority, regulatory body or agency:

               (i)  to enjoin or prohibit the purchase and sale of the ABP
                    Shares and other assets contemplated hereby or the right of
                    Barrington to own the ABP Shares; and

               (ii) the right of ABP to conduct its operations and carry out the
                    Business in the normal course as the Business has been
                    carried on in the past.

10.2      If any of the conditions in Article 10.1 are not so fulfilled or
          waived, Barrington may rescind this Agreement by notice in writing to
          ABP and the Shareholders. In such event, Barrington will be released
          from all obligations under this Agreement, and ABP and the
          Shareholders will also be released unless ABP and the Shareholders
          were reasonably capable of causing such condition or conditions to be
          fulfilled or ABP and the Shareholders have breached any of their
          representations, warranties, covenants or agreements herein. The
          foregoing conditions in Article 10.1 may be waived in whole or in part
          without prejudice to any right of rescission in the event of the
          non-fulfilment of any other condition or conditions on or before the
          Closing Date. A waiver will be binding only if it is in writing.


                                   ARTICLE 11
                CONDITIONS OF CLOSING OF ABP AND THE SHAREHOLDERS
                -------------------------------------------------

11.1      The obligations of ABP and the Shareholders hereunder are subject to
          the following conditions for the exclusive benefit of ABP and the
          Shareholders being fulfilled in all material respects in the
          reasonable opinion of ABP and the Shareholders at the Time of Closing
          or the time referenced therein or waived by ABP and the Shareholders
          at or prior to the Time of Closing:

          (a)  ABP and the Shareholders will have conducted and become satisfied
               with the results of their investigation and due diligence of
               Barrington;

          (b)  the representations and warranties of Barrington contained herein
               will be true and correct as of the date hereof and on and as of
               the Closing Date with the same force and effect as though such
               representations were made as of the Closing Date, save and
               except, as modified by the transactions contemplated by this
               Agreement.

11.2      If any of the conditions in Article 11.1 are not so fulfilled or
          waived or indemnified for, ABP and the Shareholders may rescind this
          Agreement by notice in writing to Barrington. In such event, ABP and
          the Shareholders will be released from all obligations under this
          Agreement, and Barrington will also be released unless Barrington was
          reasonably capable of causing such condition or conditions to be
          fulfilled or Barrington has breached any of its representations,
          warranties, covenants or agreements herein.

<PAGE>


                                      -15-


11.3      The foregoing conditions in Article 11.1 may be waived in whole or in
          part without prejudice to any right of rescission in the event of the
          non-fulfilment of any other condition or conditions on or before the
          Closing Date. A waiver will be binding only if it is in writing.


                                   ARTICLE 12
                              CLOSING ARRANGEMENTS
                              --------------------

12.1      Place

The closing will take place at the Time of Closing at the respective offices of
ABP and Barrington.

12.2      Closing Deliveries of ABP and the Shareholders

At the Time of Closing, ABP and the Shareholders will deliver the following to
Barrington:

          (a)  any consent, approval or notification required by any
               governmental authority or any party to any contract or agreement
               in connection with this Agreement;

          (b)  certified copies of resolutions of the directors of ABP
               authorizing the transfer of the ABP Shares to and the
               registration thereof in the name of Barrington and authorizing
               the issue of new share certificates with respect thereto;

          (c)  share certificates representing the ABP Shares issued in the
               names of the Shareholders, duly endorsed for transfer to
               Barrington;

          (d)  duly executed share certificates representing the ABP Shares duly
               and regularly recorded in the name of Barrington;

          (e)  certified copy of the register of members of ABP showing
               Barrington as the registered owner of the ABP Shares;

          (f)  Statutory Declaration sworn by the Principal Shareholders and ABP
               certifying that the representations and warranties of the
               Principal Shareholders and ABP set forth in this Agreement are
               true and correct as of the Closing Date; [Please supply drafts
               for approval] NEED

          (g)

          (h)  all such instruments of transfer, duly executed, which in the
               opinion of Barrington's solicitor acting reasonably, are
               necessary to effect and evidence the transfer of the ABP Shares
               to Barrington free and clear of all liens, charges and
               encumbrances whatsoever

12.3      Closing Deliveries of Barrington

At the Time of Closing, Barrington will deliver the following to ABP and the
Shareholders:

          (a)  certified copies of resolutions of the directors of Barrington
               authorizing the transactions contemplated herein, and the
               issuance of the Barrington Shares, as the case may be, in the
               name of the Shareholders;


          (b)  certified copies of resolutions of the directors of Barrington
               appointing one nominee of ABP to the board of directors of
               Barrington (subject to ABP presenting a nominee prior to the
               Closing Date, which nominee is eligible to act as a director of
               Barrington pursuant to Canadian law); and

<PAGE>


                                      -16-


          (c)  duly executed share certificates representing the Barrington
               Shares registered in the names of the Shareholders or their
               nominees.

12.4      Closing Escrow

All documents shall be delivered in escrow and all matters of payment,
execution, delivery of closing documents shall be deemed to be concurrent
requirements and it is specifically agreed that nothing will be complete at the
Closing until everything required to complete the Closing has been paid,
executed, delivered or fully registered, as the case may be.

                                   ARTICLE 13
                               GENERAL PROVISIONS
                               ------------------

13.1      Reliance

ABP and the Shareholders acknowledge and agree that Barrington has entered into
this Agreement relying on the representations, warranties, covenants and
agreements and other terms and conditions of this Agreement and that no
information which is now known, which may hereafter become known or which could
upon investigation have become known to Barrington or any of their present or
future officers, directors or professional advisors, will in any way limit or
extinguish any rights Barrington may have against the Shareholders and ABP.

13.2      Survival of Representations

The representations, warranties, covenants and agreements of ABP, the
Shareholders and Principal Shareholder contained in this Agreement and any
document or certificate given pursuant hereto or thereto will survive the
closing of the transaction contemplated herein and remain in full force and
effect notwithstanding any waiver by Barrington unless such waiver was made
after notice in writing by ABP, the Shareholders and the Principal Shareholder
to Barrington setting forth the breach.

13.3      Severability

If any provisions of this Agreement are determined to be void, invalid or
unenforceable in whole, or in part for any reason whatsoever, it will not be
deemed to affect or impair the validity or enforceability of any other
provisions herein, and such unenforceable provisions or part thereof will be
treated as severable from the remainder of this Agreement.

13.4      Commissions and Legal Fees

Except as otherwise specifically set forth herein, each of the parties will bear
the fees and disbursements of their respective lawyers, accountants and
consultants engaged by them respectively in connection with this Agreement,
including without limitation any finder's fees.

Any costs incurred by ABP in connection with the completion of the transactions
contemplated by this Agreement in excess of (pound)5,000 in the aggregate, will
be approved in writing by both ABP and Barrington, prior to their incursion.

13.5      Notices

Any notice, direction or other instrument required or permitted to be given
hereunder will be in writing and may be given by mailing the same postage
prepaid or delivering the same by facsimile or email as follows:

<PAGE>


                                      -17-


          To Barrington:                Suite 1260 - 1188 West Georgia Street,
                                        Vancouver, British Columbia, V6E 4A2



          To ABP:                       At Keats House, Barnes Croft,
                                        Hilderstone, STONE ST15 8XU

          To the Shareholders:          At the addresses indicated in Schedule 1

or to such other address as a party may specify by notice as aforesaid and will
be deemed to have been received, if delivered, on the date of delivery if it is
a business day and otherwise on the next succeeding business day and, if mailed,
on the fifth business day following the posting thereof except if there is a
postal dispute, in which case all communications will be delivered.

13.6      Confidentiality and Non-Disclosure

During the term of this Agreement, except with the prior written consent of the
other parties, each of the parties and its respective employees, officers,
directors, shareholders, agents, advisors and other representatives will hold
all information received from any other party in strictest confidence, except
such information and documents available to the public or as are required to be
disclosed by applicable law.

No disclosure or announcement, public or otherwise, in respect of this Agreement
or the transactions contemplated herein will be made by any party without the
prior written agreement of the other parties as to timing, content and method,
provided that the obligations herein will not prevent any party from making,
with notice to the other parties, such disclosure as its counsel advises is
required by applicable law.

In the event that this Agreement is terminated for whatever reason, all
confidential information and documents supplied by a party and all copies of
such information will be returned to the originating party.

13.7      No Substantial Changes in Business or Corporate Structure of ABP or
          Barrington

Until the earlier of the Closing Date or the termination of this Agreement, ABP,
the Shareholders and Barrington will not, directly or indirectly, solicit,
initiate, assist, facilitate, promote or encourage proposals or offers from,
entertain or enter into discussions of negotiations with or provide information
relating to their respective securities, business, operations, affairs or
financial condition to any persons, entity or group in connection with a
proposed acquisition or distribution of any securities of ABP or Barrington or
any amalgamation, merger, consolidation, arrangement, restructuring,
refinancing, sale of any material assets or part thereof ABP or Barrington,
unless such action, matter or transaction is part of the transactions
contemplated in this Agreement or is satisfactory to, and is approved in writing
in advance by the other parties hereto or is necessary to carry on the normal
course of business of ABP or Barrington. With the exception that Barrington may
continue raising capital.

13.8      Time of Essence

Time will be the essence of this Agreement.

13.9      Further Assurances

Each of the parties will execute and deliver such further documents and
instruments and do such acts and things as may, before or after the Closing
Date, be reasonably required by another party to carry out the intent and
meaning of this Agreement and to assure to Barrington the ABP Shares and the
Shareholders the Barrington Shares.

<PAGE>


                                      -18-

13.10     Proper Law

This Agreement will be construed and enforced in accordance with, and the rights
of the parties will be governed by the laws of British Columbia.

13.11     Benefit and Binding Nature of the Agreement

This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.

13.12     Counterparts

This Agreement may be executed in any number of counterparts or by facsimile,
each of which will together, for all purposes, constitute one and the same
instrument, binding on the parties, and each of which will together be deemed to
be an original, notwithstanding that all of the parties are not signatory to the
same counterpart or facsimile.

13.13     Included Words

Words importing the singular include the plural and vice-versa, and words
importing gender include all genders.

13.14     Entire Agreement

This Agreement constitutes the entire Agreement between the parties and there
are no representations or warranties, express or implied, statutory or otherwise
and no agreements collateral hereto other than as expressly set forth or
referred to herein.

13.15     Modifications and Approvals

No amendment, modification, supplement, termination or waiver of any provision
of this Agreement will be effective unless in writing signed by the appropriate
party and then only in the specific instance and for the specific purpose given.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto
effective as of the date and year first above written.


Barrington Sciences International Corporation
Per:

         ----------------------------
         Authorized Signature



ABP Diagnostics Limited
Per:

         ----------------------------
         Authorized Signature