INDEX

ARTICLE IMERGER AND RELATED MATTERS............................................1

     1.1 THE MERGER............................................................1

     1.2 CONVERSION OF COMMON SHARES...........................................1

     1.3 EFFECTIVE TIME........................................................2

     1.4 CLOSING...............................................................2

ARTICLE IIWARRANTIES AND REPRESENTATIONS OF DTR AND MERGER SUBSIDIARY..........2

     2.1 CORPORATE AUTHORITY...................................................2

     2.2 CORPORATE EXISTENCE...................................................2

     2.3 ENFORCEABILITY........................................................2

     2.4 CONFLICT..............................................................2

     2.5 GOVERNMENTAL AUTHORIZATION............................................3

     2.6 CAPITALIZATION OF DTR.................................................3

     2.7 FINANCIAL STATEMENTS..................................................3

     2.8 LITIGATION............................................................4

     2.9 RELATED PARTY TRANSACTIONS............................................4

     2.10 BROKERS..............................................................4

     2.11 PATENTS, TRADEMARKS AND COPYRIGHTS...................................4

     2.12 TAXES................................................................4

     2.13 ABSENCE OF CERTAIN CHANGES...........................................5

     2.14 EMPLOYEES............................................................6

     2.15 BANK ACCOUNTS........................................................6

     2.16 MATERIAL CONTRACTS...................................................6

     2.17 BENEFIT PLANS........................................................6

                                       i
<PAGE>

     2.18 SUBSIDIARIES.........................................................6

     2.20 REAL PROPERTY........................................................6

     2.21 1934 ACT COMPLIANCE..................................................6

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF...................................7

     3.1 CORPORATE AUTHORITY...................................................7

     3.2 CORPORATE EXISTENCE...................................................7

     3.3 ENFORCEABILITY........................................................7

     3.4 CONFLICT..............................................................7

     3.5 GOVERNMENTAL AUTHORIZATION............................................7

     3.6 CAPITALIZATION........................................................8

     3.7 SHAREHOLDERS OF GELSTAT...............................................8

     3.8 FINANCIAL STATEMENTS..................................................8

     3.9 LITIGATION............................................................8

     3.10 RELATED PARTY TRANSACTIONS...........................................8

     3.11 BROKERS..............................................................9

     3.12 PATENTS, TRADEMARKS AND COPYRIGHTS...................................9

     3.13 TAXES................................................................9

     3.14 ABSENCE OF CERTAIN CHANGES..........................................10

     3.15 EMPLOYEES...........................................................10

     3.16 MATERIAL CONTRACTS..................................................10

     3.17 BENEFIT PLANS.......................................................10

     3.18 SUBSIDIARIES........................................................10

     3.19 REAL PROPERTY.......................................................10

     3.20 INVESTMENT INTENT...................................................11

     3.21 NO NON-COMPETITION AGREEMENTS.......................................11

                                       ii
<PAGE>

ARTICLE IVCONDITIONS PRECEDENT TO OBLIGATIONS OF GELSTAT......................11

     4.1 ACCURACY OF REPRESENTATIONS AND PERFORMANCE OF OBLIGATIONS...........11

     4.2 NO LITIGATION OR CONTRARY JUDGMENT...................................11

     4.3 RESIGNATIONS.........................................................11

     4.4 TRADING OF COMMON STOCK..............................................11

     4.5 MINIMUM CURRENT ASSETS...............................................12

     4.6 OTHER MATTERS........................................................12

ARTICLE VCONDITIONS PRECEDENT TO OBLIGATION OF................................12

     5.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES...........................12

     5.2 NO LITIGATION OR CONTRARY JUDGMENT...................................12

     5.3 VOTING AGREEMENT.....................................................12

     5.4  D&O INSURANCE.......................................................12

     5.5 MITCHELL AGREEMENT...................................................12

     5.6 OTHER MATTERS........................................................12

ARTICLE VITRANSACTIONS AT CLOSING.............................................13

     6.1 DELIVERIES BY DTR....................................................13

     6.2 DELIVERIES BY GELSTAT................................................13

ARTICLE VIIOTHER COVENANTS OF GELSTAT AND SHAREHOLDERS........................14

     7.1 DIRECTORS' AND OFFICERS INSURANCE/INDEMNIFICATION....................14

     7.2 SHAREHOLDER VOTE.....................................................15

     7.3 NON-COMPETITION......................................................15

     7.4  BYLAW AMENDMENT.....................................................15

ARTICLE VIIICOVENANTS OF DTR, MERGER SUBSIDIARY, GELSTAT AND SHAREHOLDERS.....15

     8.1 BEST EFFORTS.........................................................15

     8.2 CERTAIN ACTIONS......................................................15

                                      iii
<PAGE>

     8.3 PUBLIC ANNOUNCEMENTS.................................................16

     8.4 FURTHER ASSURANCES...................................................16

     8.5 ACCESS TO INFORMATION................................................16

     8.6 NOTICES OF CERTAIN EVENTS............................................16

     8.7 CONDUCT OF BUSINESS UNTIL CLOSING....................................17

     8.8 FILING OF FORM 8-K...................................................17

     8.9 SALE OF SHARES TO AFFILIATES.........................................17

     8.10 DELIVERY OF RECORDS.................................................18

ARTICLE IX MISCELLANEOUS......................................................18

     9.1 TERMINATION..........................................................18

     9.2 NOTICES..............................................................18

     9.3 EXPENSES.............................................................19

     9.4 ARBITRATION..........................................................19

     9.5 ENTIRE AGREEMENT.....................................................20

     9.6 SEVERABILITY.........................................................20

     9.7 ASSIGNABILITY........................................................20

     9.8 LEGAL REPRESENTATION.................................................20

     9.9 CAPTIONS.............................................................20

     9.10 GOVERNING LAW.......................................................20

     9.11 COUNTERPARTS/EFFECTIVENESS..........................................20

     9.12 REMEDIES CUMULATIVE.................................................20

ANNEX A           ARTICLES OF MERGER

SCHEDULES
         2.6      Outstanding Options of DTR
         2.8      Litigation, Judgments, Orders, etc. against DTR
         2.9      DTR Related Party Transactions
         2.12     DTR Taxes

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<PAGE>

         2.13     DTR Absence of Certain Changes
         2.14     DTR Employees
         2.15     DTR Bank Accounts
         2.16     DTR Material Contracts
         2.20     Real Property
         2.21     DTR 1934 Act Compliance
         3.6      Capitalization of GelStat
         3.7      Shareholders of GelStat
         3.9      Litigation Pending or Threatened Against GelStat
         3.10     GelStat Related Party Transactions
         3.12     GelStat Anticipated Patents, Trademarks and Copyrights
         3.13     GelStat Tax Deficiencies
         3.14     GelStat Certain Material Changes
         3.15     GelStat Employees
         3.16     GelStat Material Contracts
         3.18     GelStat Subsidiaries

                                        v
<PAGE>

                          AGREEMENT AND PLAN OF MERGER
                          ----------------------------

     This  Agreement and Plan of Merger (the  "Agreement")  is entered into this
________ day of April, 2003 by and between Developed Technology Resource,  Inc.,
a Minnesota corporation ("DTR"), GelStat Corp., a Minnesota corporation formerly
known as  Neo-Pharma,  Inc.  ("GelStat"),  NP  Acquisition  Corp.,  a  Minnesota
corporation,  and a wholly owned subsidiary of DTR (Merger Subsidiary),  and Dr.
Stephen  Roberts,  James  Higgins  and  Russell  W.  Mitchell,  being all of the
shareholders of GelStat (referred to herein as the "Shareholders").

                                    Recitals
                                    --------

     A. DTR has  minimal  operations  and is  desirous  of  acquiring a business
operation which its Board of Directors  believes has potential for future growth
to the benefit of its shareholders.

     B. DTR's common stock is registered  under the  Securities  Exchange Act of
1934 and is traded over the counter under the symbol "DEVT."

     C. GelStat is desirous of combining with Merger  Subsidiary in exchange for
the authorized shares of common stock of DTR as set forth herein.

     D. DTR has  loaned  GelStat  $500,000,  under the  terms of six  promissory
notes.

     E. Under this Agreement all  shareholders of GelStat have agreed to vote in
favor of the Merger (as defined herein).

                                    Agreement
                                    ---------

     Now therefore,  in  consideration  of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                           MERGER AND RELATED MATTERS

     1.1 THE MERGER.  Subject to the terms and conditions of this Agreement,  at
the Effective Time (as hereinafter  defined),  Merger Subsidiary shall be merged
(the  "Merger")  with  and into  GelStat,  in  accordance  with  the  terms  and
conditions  of this  Agreement  and a plan of  merger  approved  by the board of
directors  and  shareholders  of  GelStat  and Merger  Subsidiary  (the "Plan of
Merger").  At the Effective  Time, the separate  existence of Merger  Subsidiary
shall cease, and GelStat shall become the surviving  corporation (the "Surviving
Corporation").

     1.2 CONVERSION OF COMMON SHARES. At the Effective Time, (i) each previously
issued and  outstanding  share of common stock of GelStat will become  0.4360083
shares of the $0.01 par  value per share  common  stock of DTR (the "DTR  Common
Stock"),  (ii) each  outstanding  right to purchase one share of common stock of
GelStat will become the right to purchase  0.4360083  shares of DTR Common Stock
at a price per share equal to the exercise  price of the right to acquire common
stock of GelStat divided by 0.4360083, and (iii) each

<PAGE>

previously  and  outstanding  share of common  stock of Merger  Subsidiary  will
become one share of the Surviving  Corporation;  it being understood that at the
Effective  Time,  the former  shareholders  of GelStat  will own 60% of the then
outstanding  shares of DTR Common Stock,  calculated on a fully diluted basis as
if all  outstanding  rights to  acquire  DTR Common  Stock and  common  stock of
GelStat were then  exercised.  No fractional  shares of DTR Common Stock will be
issued.  In the event the  conversion  of shares would  otherwise  result in the
entitlement  of  a  fractional  share  by  any  shareholders  of  GelStat,  such
fractional share shall be rounded up to the nearest whole share.

     1.3 EFFECTIVE TIME. The "Effective  Time" shall be the time the articles of
merger,  in the form  accompanying  this  Agreement as Annex A (the "Articles of
Merger") and executed in accordance with applicable  provisions of the Minnesota
Business  Corporation Act (the "Minnesota Act"), are filed with the Secretary of
State of Minnesota.

     1.4 CLOSING. The "Closing" shall be the event at which the transactions set
forth in Article 6 are to occur,  and shall take place at Suite 4200,  225 South
Sixth Street,  Minneapolis,  Minnesota or at such other  location as the parties
hereto may mutually agree upon, and will take place at 10:00 a.m.,  Minneapolis,
Minnesota  time,  on or before  the ____ day of  _________,  2003 (the  "Closing
Date").

                                   ARTICLE II

           WARRANTIES AND REPRESENTATIONS OF DTR AND MERGER SUBSIDIARY

     DTR  and  Merger  Subsidiary  warrant  and  represent  to  GelStat,   which
warranties  and  representations  will  be true as of the  time  of  Closing  as
follows:

     2.1  CORPORATE  AUTHORITY.  DTR and  Merger  Subsidiary  have the power and
authority to enter into and perform its obligations  under this  Agreement.  The
execution  and  delivery  of  this  Agreement,   and  the  consummation  of  the
transactions  and  compliance  with the terms and  conditions  contemplated  and
contained herein, have been duly authorized by the Board of Directors of DTR and
Merger Subsidiary, and do not require approval by the shareholders of DTR.

     2.2 CORPORATE  EXISTENCE.  DTR and Merger  Subsidiary are corporations duly
incorporated,  validly  existing  and in an active  status under the laws of the
state of  Minnesota,  and have all corporate  powers and  authority  required to
carry on their respective businesses as now conducted.

     2.3 ENFORCEABILITY.  This Agreement has been duly executed, and constitutes
a valid and  binding  agreement  of DTR and Merger  Subsidiary,  enforceable  in
accordance  with  its  terms,   except  as  enforceability  may  be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
enforcement of creditors rights generally,  and by general equitable principles,
regardless of whether such  enforcement  is considered in a proceeding in equity
or at a law.

     2.4  CONFLICT.  The  execution  and  delivery  of  this  Agreement  and the
consummation  of the  transactions  contemplated  herein  does  not and will not
violate or conflict with, or result in a

                                       2
<PAGE>

breach of any  provisions  of, 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 result in the
creation of any lien,  security interest,  charge or encumbrance upon any of the
properties  or  assets  of DTR or Merger  Subsidiary,  under  any of the  terms,
conditions or provisions of the Articles of  Incorporation  or By-Laws of DTR or
Merger Subsidiary,  or any note, bond, debt, order,  decree,  license,  lease or
other  instrument  to which  either  DTR or Merger  Subsidiary  is a party or is
subject.

     2.5 GOVERNMENTAL AUTHORIZATION.  The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby, by
DTR or Merger Subsidiary, require no action by or in respect of, or filing with,
any governmental body, agency, official or authority,  other than such consents,
approvals,  actions,  filings  and  notices  which the failure to make or obtain
could not be reasonably  expected to have a Material Adverse Effect on DTR or on
the ability of DTR to consummate the  transactions  contemplated  hereby,  other
than informational filings with the Securities and Exchange Commission,  and the
filing of Articles  of Merger with the  Minnesota  Secretary  of State.  As used
herein,  "Material  Adverse  Effect" with respect to any person means a material
adverse  effect on the  financial  condition,  business,  assets or  results  of
operations  of such person  taken as a whole,  provided  that  Material  Adverse
Effect shall not include any state of facts,  event,  change or effect disclosed
in this  Agreement  or any  schedule  hereto to the  extent of the  estimate  of
liability or  obligation  (but only to such  extent,  and only if an estimate is
specifically  made).  Material Adverse Effect shall include,  but not be limited
to, any  liability or any  liabilities  in the  aggregate  not  reflected on the
"Financial Statements" (as hereafter defined) in excess of $10,000.

     2.6  CAPITALIZATION OF DTR. The authorized capital stock of DTR consists of
3,333,334  shares having a par value of $0.01 per share which are  designated as
common stock (the "Common Stock"),  and 1,666,667 shares of undesignated capital
stock,  subject to  designation  by the Board of Directors of DTR. There are, or
will  be  at  the  Time  of  Closing,  1,081,355  shares  of  DTR  Common  Stock
outstanding,  excluding  shares  issuable  under  options  outstanding  for  the
purchase of 45,000 shares of Common Stock,  and no undesignated  shares of stock
outstanding.  Except as may be provided in Schedule 2.6, all of the  outstanding
shares of common stock are (or will be upon the proper  exercise of the options)
duly authorized,  validly issued,  fully paid and nonassessable.  Except for the
options to purchase up to 45,000 shares of Common Stock as set forth on Schedule
2.6, there are no  outstanding  options or other rights to acquire from DTR, and
no obligation of DTR to issue,  any capital stock or securities  convertible  or
exchangeable  for capital stock of DTR. There are no outstanding  obligations of
DTR to repurchase, redeem or otherwise acquire any of DTR's capital stock or any
other securities of DTR.

     2.7 FINANCIAL STATEMENTS. The balance sheets of DTR as of December 31, 2001
and 2002,  along with the statements of operations for the 12 month periods then
ended, audited by KPMG, LLP, and Gallogly, Fernandez & Riley, LLP, respectively,
all of which are included in either the Form 10-KSB Annual Report of DTR for the
fiscal  year  ended  December  31,  2002,  are  referred  to  herein as the "DTR
Financial  Statements".  The DTR  Financial  Statements  have been  prepared  in
accordance with generally accepted accounting  principles,  consistently applied
in all periods and at all times,  and fairly  represent,  at the specified dates
and for the  specified  periods,  the  financial  condition  and  results of the
operations of DTR.

                                       3
<PAGE>

     2.8  LITIGATION.  Except as set forth in Schedule 2.8,  there is no action,
suit or proceeding  pending before any court of competent  jurisdiction,  or, to
the knowledge of DTR, threatened against DTR or Merger Subsidiary,  and there is
no inquiry,  investigation  or proceeding  pending,  or to the knowledge of DTR,
threatened  against  DTR,  before  any  court  of  competent  jurisdiction,   or
governmental  or  regulatory  authority  or agency,  and DTR is not aware of any
basis for any such claim action, lawsuit, inquiry,  investigation or proceeding.
Except as set forth in  Schedule  2.8,  neither DTR nor Merger  Subsidiary  is a
party to or subject to any order,  judgment,  decree or consent decree issued by
any court or governmental or regulatory authority or agency relating to any past
or present business practice, transaction or other activity. There is no action,
suit or proceeding  pending before any court of competent  jurisdiction,  or, to
the knowledge of DTR, threatened against DTR or Merger Subsidiary which seeks to
enjoin  or  otherwise  prohibit  any of the  transactions  contemplated  by this
Agreement.

     2.9 RELATED  PARTY  TRANSACTIONS.  Except as set forth in Schedule  2.9, no
officer or director of DTR or Merger  Subsidiary,  or Shareholders of DTR owning
more than 5% of the outstanding shares of any class of capital stock of DTR, (a)
has borrowed  money from DTR since the  beginning of DTR's last fiscal year,  or
currently has any outstanding  indebtedness or other similar  obligations to DTR
or Merger  Subsidiary,  (b) has since the  beginning  of DTR's last  fiscal year
loaned or advanced money to DTR or Merger  Subsidiary,  except for advances made
by reason of the  incurrence  of reasonable  reimbursable  expenses on behalf of
DTR, or (c) is a director, officer, employee, partner, affiliate,  associate, or
consultant of any lender to, or any borrower from, DTR or Merger Subsidiary.

     2.10  BROKERS.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby  have  been  carried  on by DTR  through  its
authorized agents, in such manner as not to give rise to any valid claim against
GelStat,  DTR or Merger Subsidiary for a brokerage  commission,  finder's fee or
other  like  payment  in  connection  with this  Agreement  or the  transactions
contemplated hereby.

     2.11 PATENTS, TRADEMARKS AND COPYRIGHTS.  Neither DTR nor Merger Subsidiary
owns,  licenses or uses any patent,  patent application,  registered  trademark,
trademark  application,  or  other  trade  name or  mark,  other  than  its name
"Developed Technology Resources, Inc."

     2.12 TAXES. Except as set forth in Schedule 2.12 hereto:

     a. DTR has timely filed,  and will,  prior to the Closing,  timely file all
returns,  declarations  and reports  and  information,  returns  and  statements
required to be filed or sent by or relating to DTR prior to the Closing relating
to any Taxes (as defined below) with respect to income, properties or operations
of DTR prior to the Closing, including DTR's United States income tax return for
the period ended December 31, 2002, and employee income tax withholding and FUTA
reports through December 31, 2002;

     b. As of the time of filing,  the Returns (i) correctly  reflected (and, as
to any Returns not filed as of the date  hereof,  will  correctly  reflect)  the
facts regarding the income, business, assets, operations,  activities and status
of DTR, and any other information required to be shown therein,  (ii) constitute
(and, as to any Returns not filed as of the date hereof, will constitute)

                                       4
<PAGE>

complete and accurate  representations  of the Tax  liabilities  for the periods
covered,  and (iii) accurately set forth all items (to the extent required to be
included  or  reflected  in the  Returns)  relevant  to future Tax  liabilities,
including the Tax bases of properties and assets;

     c. DTR has timely paid all Taxes that have been shown as due and payable on
the Returns that have been filed;

     d.  DTR has made or will  make  provision  for all  Taxes  payable  for any
periods  that ended  before the Closing for which no Returns have yet been filed
and for any periods  that begin  before the Closing and end after the closing to
the extent such Taxes are  attributable to the portion of any such period ending
at the Closing;

     e. The  charges,  accruals  and  reserves  for Taxes  reflected  on the DTR
Financial  Statements  are  adequate  to cover the Tax  liabilities  accruing or
payable  by DTR in  respect  of  periods  prior  to the  date  of the  Financial
Statements;

     f. DTR is not  delinquent in the payment of any Taxes and has not requested
any extension of time within which to file or send any Return,  which Return has
not since been filed or sent;

     g. No deficiency  for any Taxes has been  asserted or assessed  against DTR
for which DTR has not provided  adequate  reserves in accordance  with generally
accepted accounting principles;

     h. DTR has not granted any extension of the limitation period applicable to
any Tax claims and DTR has not waived any such limitation period;

     i. DTR is not and has not been a party to any tax  sharing  agreement  with
any corporation; and

     j. DTR's fiscal year end for United  States income tax purposes is December
31.

"Tax" (and with the  corresponding  meaning  "Taxes"  and  "Taxable")  when used
herein shall include (i) any net income,  gross income,  gross receipts,  sales,
use, ad valorem, franchise, profits, license, withholding,  payroll, employment,
excise, severance, stamp, occupation,  premium, property or windfall profit tax,
custom duty or other tax, governmental fee or other like assessment or charge of
any kind whatsoever, together with any interest and any penalty, addition to tax
or additional  amount imposed by any taxing authority  (domestic or foreign) and
(ii) any liability for the payment of any amount of the type described in clause
(i) as a result of being a member of an affiliated or combined group.

     2.13  ABSENCE OF CERTAIN  CHANGES.  Except as  disclosed in SEC Reports (as
defined  under  Section  2.21) filed and  publicly  available  prior to the date
hereof, or in Schedule 2.13 hereto,  since December 31, 2002, there has not been
any event,  occurrence or development of a state of circumstances or facts which
alone or  together  with  another  fact could  reasonably  be expected to have a
Material  Adverse  Change on the  business,  financial  condition  or results of
operations  of DTR or  Merger  Subsidiary;  or any  guarantee  by DTR or  Merger
Subsidiary of any

                                       5
<PAGE>

indebtedness  of a third party; or any grant of any severance or termination pay
to any director, officer or employee of DTR or Merger Subsidiary.

     2.14  EMPLOYEES.  Except as set forth in  Schedule  2.14,  neither  DTR nor
Merger  Subsidiary has any employees or persons similarly engaged as independent
contractors (such as leased employees).

     2.15 BANK ACCOUNTS.  Attached hereto as Schedule 2.15 are the names of each
bank or other  financial  institution  at which DTR or Merger  Subsidiary has an
account, credit line or safety deposit box, along with the corresponding account
number and the names of the  persons  entitled  to draw  thereon or have  access
thereto.

     2.16  MATERIAL  CONTRACTS.  Except as  disclosed  in the Form  10KSB of the
Company for the period ended December 31, 2002, or in Schedule 2.16, (i) neither
DTR nor Merger Subsidiary is a party to any oral or written agreement,  contract
or  commitment  to be  performed  after the date of this  Agreement  which would
obligate DTR or Merger Subsidiary to pay over $10,000 in the aggregate, or which
would be a "material  contract" as defined in item 601(b) of  Regulation  S-K of
the  Securities  and Exchange  Commission,  and (ii) all  executory  agreements,
contracts  and  commitments  disclosed  or required to be  disclosed  in the SEC
Reports, are valid, binding against DTR and Merger Subsidiary, and in full force
and effect, and neither DTR nor Merger  Subsidiary,  to the knowledge of DTR, or
any other party to such  agreements,  contracts or commitments,  is in breach or
violation of any term, or provision thereof, except in cases where such breaches
or violations,  individually or in the aggregate,  are not having, and could not
be  reasonably  expected  to have,  a Material  Adverse  Effect on DTR or Merger
Subsidiary.

     2.17 BENEFIT  PLANS.  Neither DTR nor Merger  Subsidiary  has adopted,  and
there are not in effect,  any employee plans as defined under, or which would be
subject to, the U.S. Employment Retirement Income Security Act of 1974.

     2.18 SUBSIDIARIES. Except for Merger Subsidiary and as disclosed in the SEC
Reports, DTR does not have any subsidiaries.

     2.19 SHARES. The DTR Common Stock to be issued to the GelStat  shareholders
upon the consummation of the Merger (the "DTR Shares"),  when duly issued by DTR
to  GelStat,  will  be  fully  paid  and  non-assessable,  subject  to no  lien,
encumbrance or other  restriction,  except for  restrictions on  transferability
which  may be  imposed  under  the  Securities  Act of  1933,  as  amended,  and
applicable state blue sky laws.

     2.20 REAL PROPERTY.  Except as set forth in Schedule 2.20,  neither DTR nor
Merger Subsidiary owns or leases any real property.

     2.21 1934 ACT  COMPLIANCE.  DTR's Common  Stock is and has been  registered
under  Section 12 of the  Securities  Exchange Act of 1934 for at least the past
two years.  Except as  disclosed  on  Schedule  2.21,  for at least the past two
years,  DTR  has  timely  filed  reports,  statements  and  documents  with  the
Securities and Exchange Commission as required under the Securities Exchange Act
of 1934, as amended,  and the Securities Act of 1933, as amended (which reports,
statements and documents are referred to as the "SEC Reports"). As of their

                                       6
<PAGE>

respective  dates,  the SEC Reports  complied in all material  respects with all
applicable  requirements  of the  Securities  Act of 1933,  as amended,  and the
Securities  Exchange  Act of 1934,  as  amended,  and the  respective  rules and
regulations  promulgated  thereunder,  as the case may be, each in effect on the
dates such SEC Reports were filed. As of their respective dates, each of the SEC
Reports did not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.

                                   ARTICLE III

                        REPRESENTATIONS AND WARRANTIES OF
                            GELSTAT AND SHAREHOLDERS

     GelStat and  Shareholders,  each jointly and severally (except for Sections
3.7, 3.20 and 3.21,  which each  Shareholder  warrants and represents only as to
himself,  and warrants and represents as to each other  Shareholder  only to the
extent of his actual knowledge),  warrant and represent to DTR, which warranties
and representations will be true as of the Time of Closing as follows:

     3.1 CORPORATE AUTHORITY.  GelStat has the power and authority to enter into
and perform its obligations under this Agreement.  The execution and delivery of
this Agreement, and the consummation of the transactions and compliance with the
terms  and  conditions   contemplated  and  contained  herein,  have  been  duly
authorized by the Board of Directors and shareholders of GelStat.

     3.2  CORPORATE  EXISTENCE.  GelStat  is a  corporation  duly  incorporated,
validly  existing  and in an  active  status  under  the  laws of the  state  of
Minnesota,  and has all corporate powers and authority  required to carry on its
business as now conducted.

     3.3 ENFORCEABILITY.  This Agreement has been duly executed, and constitutes
a valid and  binding  agreement  of GelStat  and  Shareholders,  enforceable  in
accordance  with  its  terms,   except  as  enforceability  may  be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
enforcement of creditors rights generally,  and by general equitable principles,
regardless of whether such  enforcement  is considered in a proceeding in equity
or at law.

     3.4  CONFLICT.  The  execution  and  delivery  of  this  Agreement  and the
consummation  of the  transactions  contemplated  herein  does  not and will not
violate  or  conflict  with,  or  result in a breach  of any  provisions  of, or
constitute a default (or an event  which,  with notice or lapse of time or both,
would constitute a default) under any of the terms,  conditions or provisions of
the Articles of  Incorporation  or Bylaws of GelStat,  or any note,  bond, debt,
order, decree, license, lease or other instrument to which GelStat is a party or
is subject, or any order, decree or other instrument to which any Shareholder is
a part, or is subject.

     3.5 GOVERNMENTAL AUTHORIZATION.  The execution, delivery and performance by
GelStat of this Agreement and the consummation of the transactions  contemplated
hereby by GelStat  requires no action by or in respect of, or filing  with,  any
governmental body, agency,

                                       7
<PAGE>

official or authority, other than such consents, approvals, actions, filings and
notices which the failure to make or obtain could not be reasonably  expected to
have a  Material  Adverse  Effect on  GelStat  to  consummate  the  transactions
contemplated hereby.

     3.6  CAPITALIZATION.  The authorized  capital stock of GelStat  consists of
75,000,000  shares of common stock  having a par value of $0.001 per share,  and
25,000,000   undesignated  shares  without  a  stated  par  value,   subject  to
designation by the Board of Directors of GelStat.  Except as may be permitted as
set  forth in  Schedule  3.6,  there  are,  and will be at the Time of  Closing,
3,375,000 shares of common stock of GelStat outstanding,  which will be the only
class or series of capital stock  outstanding.  Except for an option to purchase
500,000  shares of the common  stock of GelStat  as set forth in  Schedule  3.6,
there are no outstanding options or other rights to acquire from GelStat, and no
obligation of GelStat to issue, any capital stock, or any securities convertible
or  exchangeable  for  capital  stock,  of  GelStat.  There  are no  outstanding
obligations  of  GelStat  to  repurchase,  redeem or  otherwise  acquire  any of
GelStat's capital stock or any other securities of GelStat.

     3.7  SHAREHOLDERS  OF  GELSTAT.  Schedule  3.7  identifies  by  full  name,
residence address and social security number,  the Shareholders,  and sets forth
the number of shares of common stock of GelStat owned by each. Each Shareholder,
with  respect to  GelStat,  is an  "accredited  investor"  as defined  under the
Securities Act of 1933.

     3.8  FINANCIAL  STATEMENTS.  The  audited  balance  sheet of  GelStat as of
December 31, 2002,  along with the  statements of operations for the period from
inception (June 25, 2002) through the date of the balance sheet then ended,  and
the related statements of changes in stockholders' equity and cash flows, all of
which have been provided to DTR are referred to herein as the "GelStat Financial
Statements".  The GelStat Financial  Statements have been prepared in accordance
with  generally  accepted  accounting  principles,  consistently  applied in all
periods and at all times, and fairly  represent,  at the specified dates and for
the specified periods,  the financial condition and results of the operations of
GelStat.

     3.9  LITIGATION.  Except as set forth in Schedule 3.9,  there is no action,
suit or proceeding  pending before any court of competent  jurisdiction,  or, to
the knowledge of GelStat,  threatened against GelStat,  and there is no inquiry,
investigation or proceeding pending, or to the knowledge of GelStat,  threatened
against GelStat, before any court of competent jurisdiction,  or governmental or
regulatory authority or agency, and is not aware of any basis for any such claim
action, lawsuit,  inquiry,  investigation or proceeding.  Except as set forth in
Schedule 3.9,  neither  GelStat nor any  Shareholder is a party to or subject to
any  order,  judgment,   decree  or  consent  decree  issued  by  any  court  or
governmental  or regulatory  authority or agency relating to any past or present
business  practice,  transaction or other activity.  No Shareholder has been the
subject of any event which is set forth in  subparagraphs  (f)(1) through (f)(6)
of Item 401 of Regulation  S-K adopted under the  Securities Act of 1933 and the
Securities  Exchange Act of 1934. There is no action, suit or proceeding pending
before any court of  competent  jurisdiction,  or, to the  knowledge of GelStat,
threatened  against  GelStat which seeks to enjoin or otherwise  prohibit any of
the transactions contemplated by this Agreement.

     3.10 RELATED PARTY  TRANSACTIONS.  Except as set forth in Schedule 3.10, no
officer or director of GelStat, or shareholder of GelStat owning more than 5% of
the outstanding shares

                                       8
<PAGE>

any class of GelStat  capital  stock,  (a) has borrowed money from GelStat since
the beginning of GelStat's  last fiscal year,  or currently has any  outstanding
indebtedness  or  other  similar  obligations  to  GelStat,  (b) has  since  the
beginning  of  GelStat's  last fiscal year loaned or advanced  money to GelStat,
except for advances made by reason of the incurrence of reasonable  reimbursable
expenses on behalf of GelStat, or (c) is a director, officer, employee, partner,
affiliate,  associate,  or  consultant  of any lender to, or any borrower  from,
GelStat.

     3.11  BROKERS.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby have been  carried on by GelStat  through its
authorized agents, in such manner as not to give rise to any valid claim against
GelStat,  DTR or Merger Subsidiary for a brokerage  commission,  finder's fee or
other  like  payment  in  connection  with this  Agreement  or the  transactions
contemplated hereby.

     3.12 PATENTS,  TRADEMARKS AND  COPYRIGHTS.  Except as set forth in Schedule
3.12,  GelStat  does not own,  license or use any  patent,  patent  application,
registered trademark, trademark application, or other trade name or mark.

     3.13 TAXES. Except as set forth in Schedule 3.13 hereto:

     a. GelStat has timely filed,  and will,  prior to the Closing,  timely file
all returns,  declarations and reports and  information,  returns and statements
required  to be filed or sent by or  relating  to GelStat  prior to the  Closing
relating to any Taxes (as defined  below) with respect to income,  properties or
operations of GelStat prior to the Closing,  including  GelStat's  United States
income tax return for the period ended  December 31, 2002,  and employee  income
tax withholding and FUTA reports through  February 28, 2003  (collectively,  the
"Returns");

     b. As of the time of filing,  the Returns (i) correctly  reflected (and, as
to any Returns not filed as of the date  hereof,  will  correctly  reflect)  the
facts regarding the income, business, assets, operations,  activities and status
of  GelStat,  and any  other  information  required  to be shown  therein,  (ii)
constitute  (and,  as to any  Returns  not  filed  as of the date  hereof,  will
constitute) complete and accurate representations of the Tax liabilities for the
periods  covered,  and (iii)  accurately  set  forth  all  items (to the  extent
required to be  included or  reflected  in the  Returns)  relevant to future Tax
liabilities, including the Tax bases of properties and assets;

     c.  GelStat  has  timely  paid all Taxes  that  have been  shown as due and
payable on the Returns that have been filed;

     d. GelStat has made or will make  provision  for all Taxes  payable for any
periods  that ended  before the Closing for which no Returns have yet been filed
and for any periods  that begin  before the Closing and end after the closing to
the extent such Taxes are  attributable to the portion of any such period ending
at the Closing;

     e. The charges,  accruals  and reserves for Taxes  reflected on the GelStat
Financial  Statements  are  adequate  to cover the Tax  liabilities  accruing or
payable by GelStat  in  respect  of periods  prior to the date of the  Financial
Statements;

                                       9
<PAGE>

     f.  GelStat  is not  delinquent  in the  payment  of any  Taxes and has not
requested any  extension of time within which to file or send any Return,  which
Return has not since been filed or sent;

     g. No  deficiency  for any  Taxes has been  asserted  or  assessed  against
GelStat for which GelStat has not provided  adequate reserves in accordance with
generally accepted accounting principles;

     h.  GelStat  has  not  granted  any  extension  of  the  limitation  period
applicable  to any Tax claims  and  GelStat  has not waived any such  limitation
period;

     i.  GelStat  is not and has not been a party to any tax  sharing  agreement
with any corporation; and

     j.  GelStat's  fiscal  year end for United  States  income tax  purposes is
December 31.

     3.14  ABSENCE OF CERTAIN  CHANGES.  Except as  disclosed  in Schedule  3.14
hereto,  since  December 31, 2002,  there has not been any event,  occurrence or
development  of a state of  circumstances  or facts which alone or together with
another fact could  reasonably be expected to have a Material  Adverse Change on
the business,  financial  condition or results of operations of GelStat;  or any
guarantee by GelStat of any  indebtedness  of a third party; or any grant of any
severance or termination pay to any director, officer or employee of GelStat.

     3.15  EMPLOYEES.  Schedule  3.15 lists all  employees of GelStat or persons
similarly  engaged  by  GelStat  as  independent  contractors  (such  as  leased
employees).

     3.16  MATERIAL  CONTRACTS.  Schedule 3.16  identifies  all written and oral
agreements,  contracts and  commitments  to be performed  after the date of this
Agreement  to which  GelStat is a party,  copies of which have been  provided to
DTR. A "material  contract" is a contract  which would  obligate  GelStat to pay
over  $10,000 in the  aggregate,  or a contract  defined  as being  material  in
accordance  with item 601(b) of Regulation  S-K of the  Securities  and Exchange
Commission.  Each such material contract is valid,  binding against GelStat, and
in full force and effect,  and to the knowledge of GelStat,  neither  GelStat or
any other party to such  agreements,  contracts or commitments,  is in breach or
violation of any term or provision thereof,  except in cases where such breaches
or violations,  individually or in the aggregate,  are not having, and could not
be reasonably expected to have, a Material Adverse Effect on GelStat.

     3.17 BENEFIT PLANS.  GelStat has not adopted,  and there are not in effect,
any  employee  plans as defined  under,  or which  would be subject to, the U.S.
Employment Retirement Income Security Act of 1974.

     3.18 SUBSIDIARIES. GelStat does not have any subsidiaries.

     3.19 REAL PROPERTY.  GelStat does not own any real property. GelStat leases
(i) approximately  500 square feet of space at 1650 W. 82nd Street,  Suite 1040,
Bloomington,  Minnesota,  for  $1,000 per month,  under a lease  terminating  on
November 30, 2003, and (ii) subleases  approximately 700 square feet of space at
1326 Schofield Ave.,  Schofield,  WI 54476, for $550 per month, under a month to
month lease.

                                       10
<PAGE>

     3.20 INVESTMENT INTENT. GelStat and Shareholders acknowledge that they have
been  advised  that  neither the offer nor the sale of the DTR Shares to GelStat
will have been  registered  under the  Securities Act of 1933 (the "`33 Act") or
any state law on the grounds that it will be exempt from such registration,  and
that DTR's reliance upon such exemption or exemptions is, or will be, predicated
in  part  on  GelStat's   representation,   and  the   representations   of  the
Shareholders,  herein or separately  made, that the  Shareholders  are acquiring
such DTR Shares for investment for their own accounts with no present  intention
of disposing of the same, except in compliance with applicable provisions of the
`33 Act. Any certificate or other document representing the DTR Shares will bear
a legend  stating in effect that the  issuance or sale of the DTR Shares has not
been registered  under the Act or any applicable state securities laws, and that
the DTR Shares are "restricted" as defined under the Act.

     3.21  NO  NON-COMPETITION  AGREEMENTS.  None  of the  Shareholders  are the
subject  of any  agreement  with any  party,  other than  GelStat,  which  would
prohibit or restrict  their  activity with GelStat,  or which would  prohibit or
restrict the Company's  ability to use or apply the intellectual  property which
is  necessary  to, or  presently  applied  or  expected  to be  applied  in, the
operation or conduct of GelStat's business.

                                   ARTICLE IV

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF GELSTAT

     The  obligation of GelStat to consummate the  transactions  as set forth in
this Agreement shall be subject to the satisfaction,  on or prior to the Time of
Closing,  of each of the  following  conditions  precedent,  any of which may be
waived by GelStat.

     4.1  ACCURACY  OF  REPRESENTATIONS  AND  PERFORMANCE  OF  OBLIGATIONS.  All
warranties  and  representations  made by DTR,  and  Merger  Subsidiary  in this
Agreement  shall be true and correct in all  material  respects on and as of the
Time of Closing with the same effect as if such  warranties and  representations
had been made on and as of the Time of  Closing,  and DTR and Merger  Subsidiary
shall have  performed or complied in all material  respects with the  covenants,
agreements and conditions  contained in this Agreement on their part required to
be performed or complied with at or prior to the Closing.

     4.2 NO LITIGATION OR CONTRARY  JUDGMENT.  The Closing shall not violate any
order,  decree or judgment of any court or  governmental  body having  competent
jurisdiction.

     4.3 RESIGNATIONS. Upon the Time of Closing, each member of DTR's and Merger
Subsidiary's Board of Directors, except for Peter Hauser, shall have resigned as
a member thereof,  and Peter Hauser as the sole member of the Board of Directors
of DTR and Merger Subsidiary shall have appointed Stephen C. Roberts and Russell
W. Mitchell to fill  vacancies  created on the Board of Directors of each of DTR
and Merger  Subsidiary,  and shall have appointed Stephen C. Roberts as Chairman
of the Board of Directors of DTR and Merger Subsidiary.

     4.4 TRADING OF COMMON STOCK.  DTR's Common Stock will be trading on the OTC
Bulletin  Board or BBX under  the  symbol  DEVT,  or other  appropriate  symbol,
subject to no

                                       11
<PAGE>

order or notice of a potential  or actual  suspension  of such  trading,  or the
removal of such Common Stock from price  quotation on the OTC Bulletin  Board or
BBX.

     4.5 MINIMUM  CURRENT ASSETS.  At the Time of Closing,  DTR shall have cash,
cash equivalents,  prepaid expenses, notes receivable,  from GelStat, and a note
receivable and accrued interest thereon from FoodMaster International,  LLC, all
of which  aggregate not less than  $1,500,000,  and current  assets,  net of all
liabilities (current and long term), of not less than $1,400,000.

     4.6 OTHER MATTERS. Receipt of such documents,  certificates and other items
required to be delivered by DTR as provided in Section 6.1.

                                    ARTICLE V

                      CONDITIONS PRECEDENT TO OBLIGATION OF
                            DTR AND MERGER SUBSIDIARY

     The obligations of DTR and Merger Subsidiary to consummate the transactions
as set forth in this Agreement shall be subject to the satisfaction, on or prior
to the Time of Closing, of each of the following  conditions  precedent,  any of
which may be waived by DTR:

     5.1  ACCURACY  OF  REPRESENTATIONS  AND  WARRANTIES.   All  warranties  and
representations  made by GelStat in this Agreement  shall be true and correct in
all  material  respects on and as of the Time of Closing with the same effect as
if such  warranties and  representations  had been made on and as of the Time of
Closing and GelStat  shall have  performed or complied in all material  respects
with the covenants, agreements and conditions contained in this Agreement on its
part  required  to be  performed  or  complied  with at or  prior to the Time of
Closing.

     5.2 NO LITIGATION OR CONTRARY  JUDGMENT.  The Closing shall not violate any
order,  decree or judgment of any court or  governmental  body having  competent
jurisdiction.

     5.3  VOTING  AGREEMENT.  At the  Closing,  and in  order to  induce  DTR to
consummate  the  transactions   provided  for  herein,   the  Company  and  each
Shareholder  shall enter into a Voting  Agreement  requiring the Shareholders to
vote for, among other things,  Peter L. Hauser to serve as a member of the Board
of Directors of DTR for a four-year term after the Effective  Time, in such form
as Peter L. Hauser and DTR may reasonably request.

     5.4 D&O INSURANCE.  GelStat and the Shareholders shall have demonstrated to
DTR that adequate  Directors and Officers  liability  insurance will be in place
following the Effective Time.

     5.5  MITCHELL  AGREEMENT.  DTR  shall be  satisfied  with  the  terms of an
agreement  entered  into, or proposed to be entered  into,  between  GelStat and
Mitchell Health Technologies, Inc., or any other affiliates of DTR.

     5.6 OTHER MATTERS. Receipt of such documents,  certificates and other items
required to be delivered by GelStat or its  shareholders  as provided in Section
6.2.

                                       12
<PAGE>

                                   ARTICLE VI

                             TRANSACTIONS AT CLOSING

     6.1  DELIVERIES BY DTR. DTR shall  deliver,  or cause to be  delivered,  to
GelStat at or prior to the Closing the following:

     a. Certificates  representing the Shares, registered in the names set forth
in Schedule 3.7.

     b. Articles of Merger executed by Merger Subsidiary.

     c. The  resignation  and appointment of members of DTR's Board of Directors
as set forth in Section 4.3.

     d. A certificate  of good standing of DTR and Merger  Subsidiary  under the
laws of the State of Minnesota, dated as of a date within 15 days of the Time of
Closing.

     e. An opinion of counsel for DTR and Merger  Subsidiary in form  reasonably
satisfactory to the GelStat.

     f.  Certification of officers of DTR and Merger  Subsidiary  verifying that
the  warranties  and  representations  contained  in  Article  II are,  to their
knowledge,  true  as of the  Time of  Closing,  in  such  form as is  reasonably
acceptable to GelStat.

     g. Access to all records of Merger Subsidiary and DTR.

     h. Such other documents or certificates as shall be reasonably requested by
GelStat or its legal counsel.

     6.2  DELIVERIES BY GELSTAT.  GelStat or the  Shareholders  shall deliver or
cause to be delivered to DTR at or prior to the Closing the following:

     a. Articles of Merger executed by GelStat.

     b. A certificate of good standing under the laws of the State of Minnesota,
dated as of a date within 15 days of the Time of Closing.

     c. An opinion of counsel for  GelStat in form  reasonably  satisfactory  to
DTR.

     d. An audited  balance  sheet of GelStat as of December 31,  2002,  and the
related income  statement,  statement of cash flow and changes in  stockholders'
equity for the period from inception through December 31, 2002.

     e. Certification of Shareholders and officers of GelStat verifying that the
warranties and representations contained in Article III are, to their knowledge,
true as of the Time of Closing, in such form as is reasonably acceptable to DTR.

                                       13
<PAGE>

     f. Warranties and  representations of the Shareholders,  upon which DTR may
rely in determining the  availability  of an exemption from  registration of the
issuance of the DTR Shares under federal and state securities laws, in such form
as is reasonably satisfactory to DTR.

     g. Agreements of the Shareholders referred to in Section 7.3.

     h. A Voting  Agreement of DTR and the  Shareholders  referred to in Section
7.4.

     i. Such other documents or certificates as shall be reasonably requested by
DTR or its legal counsel.

                                   ARTICLE VII

                   OTHER COVENANTS OF GELSTAT AND SHAREHOLDERS

     7.1 DIRECTORS' AND OFFICERS INSURANCE/INDEMNIFICATION.

     a. Except to the extent required by law, until the sixth anniversary of the
Effective Time,  neither DTR nor the Surviving  Corporation will take any action
so as  to  amend,  modify  or  repeal  the  provisions  for  indemnification  of
directors,   officers,   employees  or  agents  contained  in  the  articles  of
incorporation or bylaws (or other comparable charter documents) of DTR or Merger
Subsidiary as of the date of this Agreement in such a manner as would  adversely
affect  the  rights of any  individual  who  shall  have  served as a  director,
officer,  employee or agent of DTR or Merger  Subsidiary  prior to the Effective
Time (each an "Indemnified  Party") to be indemnified by DTR, Merger  Subsidiary
or the  Surviving  Corporation  in respect to their  serving in such  capacities
prior to the Effective Time.

     b.  For a  period  of six  years  following  the  Effective  Time,  DTR and
Surviving  Corporation shall maintain  director and officer liability  insurance
(the "D&O  Insurance")  covering  each  party  which was so  covered at any time
during the six months  immediately prior to the Effective Time (each an "Insured
Party"),  with liability limits which equal or exceed,  and coverage terms which
are  substantially  similar and not less  beneficial to such Insured  Party,  as
those provided for and contained in the policy or policies of insurance in force
immediately prior to the Effective Time. Within 30 days following the renewal of
the D&O  Insurance,  or the  obtaining  of any new  D&O  Insurance,  DTR and the
Surviving  Corporation  shall  provide each Insured Party with a copy of the D&O
insurance policy or a copy of confirmation of renewal, as applicable.  If DTR or
the Surviving  Corporation  default in this provision,  in addition to any other
remedy available,  any Insured Party may acquire such D&O insurance,  and charge
DTR and Surviving Corporation for the cost thereof.

     c. In the event the Surviving  Corporation or DTR (i) consolidates  with or
merges  into any  other  person  and shall not be the  continuing  or  surviving
corporation or entity of such  consolidation  or merger or (ii) transfers all or
substantially all of its properties and assets to any person,  then, and in each
such case,  proper  provision shall be made so that the successor and assigns of
DTR or  the  Surviving  Corporation,  as the  case  may  be,  shall  assume  the
obligations as set forth in this Section 7.1.

                                       14
<PAGE>

     7.2 SHAREHOLDER VOTE.  Shareholders  jointly and severally agree to vote as
shareholders  of GelStat in favor of the Plan of Merger  and the  execution  and
delivery of this Agreement,  so long as neither DTR nor Merger Subsidiary are in
material default under this Agreement.

     7.3 NON-COMPETITION. At or prior to the Closing, and in order to induce DTR
to consummate the transactions provided for herein, each Shareholder shall enter
into or has entered  into an  agreement  (a  "Non-Competition  Agreement")  with
GelStat in such form as is reasonably  satisfactory to DTR, which restricts such
Shareholder  from engaging in competition with GelStat for a period of two years
following the termination of employment of such Shareholder  from GelStat,  even
if such  termination is made by GelStat  without cause.  Neither the Company nor
any Shareholder  will agree to or accept any cancellation or modification to any
Non-Competition Agreement, unless such modification is clearly not beneficial to
any Shareholder.

     7.4 BYLAW AMENDMENT. At the next annual meeting of the Shareholders of DTR,
DTR will propose an amendment to its ByLaws to be voted upon by the shareholders
of DTR at such meeting,  and recommend adoption of the amendment,  providing for
the  establishment  of a separate  class of members of the Board of Directors of
DTR  consisting of one  independent  member to be elected for a four-year  term,
such amendment to be in such form as shall be approved by Hauser. An independent
member of the Board of Directors  shall mean a person,  who upon election to the
Board of  Directors,  and at all times while serving as a member of the Board of
Directors,  shall be independent  consistent  with the standards  established by
rule adopted by the U.S.  Securities and Exchange  Commission,  and the National
Association of Securities Dealers, Inc. for listing on the NASDAQ market system.

                                  ARTICLE VIII

          COVENANTS OF DTR, MERGER SUBSIDIARY, GELSTAT AND SHAREHOLDERS

     The parties hereto agree that:

     8.1 BEST EFFORTS.  Subject to the terms and  conditions of this  Agreement,
each party will use its best efforts promptly to take, or cause to be taken, all
actions  and to do,  or  cause to be  done,  all  things  necessary,  proper  or
advisable under  applicable laws and regulations to consummate the  transactions
contemplated by this Agreement.

     8.2  CERTAIN  ACTIONS.  DTR,  Merger  Subsidiary  and  GelStat,  shall  (a)
cooperate with one another as soon as  practicable  in  determining  whether any
action by or in respect of, or filing with,  any  governmental  body,  agency or
official,  or  authority is required,  or any  actions,  consents,  approvals or
waivers are required to be obtained from parties to any material  contracts,  in
connection with the consummation of the  transactions  contemplated by this, and
(b) in seeking any such  actions,  consents,  approvals or waivers or making any
such filings,  promptly take all actions  necessary to make filings  required by
DTR,  Merger  Subsidiary  and GelStat or their  affiliates  with all  applicable
governmental  and  regulatory  authorities  and third parties  furnishing at the
earliest  practicable date information required in connection therewith and seek
to obtain all such actions, consents, approvals or waivers.

                                       15
<PAGE>

     8.3 PUBLIC  ANNOUNCEMENTS.  Each of the parties hereto agree that all press
releases and other announcements,  whether written or oral, to be made by any of
them with respect to the Merger shall be subject to mutual agreement and consent
prior to the dissemination thereof; provided, however, either party may make any
announcements required by applicable law or NASDAQ Stock Market rules so long as
the party so  required  notifies  the other party  promptly  upon  hearing  such
requirement and in good faith attempts to comply with this Section.

     8.4 FURTHER  ASSURANCES.  At and after the Effective Time, the officers and
directors  of the  Surviving  Corporation  will be  authorized  to  execute  and
deliver,  in the name and on behalf of GelStat or Merger Subsidiary,  any deeds,
bills of sale,  assignments or assurances and to take and do, in the name and on
behalf of GelStat or Merger  Subsidiary,  any other  actions and things to vest,
perfect or confirm of record or otherwise, in the Surviving Corporation, any and
all right, title and interest in, to and under any of the rights,  properties or
assets of GelStat  acquired or to be acquired by the Surviving  Corporation as a
result of, or in connection with, the Merger.

     8.5 ACCESS TO  INFORMATION.  From the date hereof until the Effective Time,
each of DTR,  Merger  Subsidiary  and  GelStat  will give the other  party  (for
purposes of this Section 8.5, the "requesting  party) and the requesting party's
counsel, financial advisers,  auditors and other authorized representatives full
access,  during  business  hours and upon  reasonable  notice,  to its  offices,
properties,  books and  records,  will furnish to the  requesting  party and the
requesting party's counsel,  financial  advisors,  auditors and other authorized
representatives  such financial and operating data and other information as such
persons may  reasonably  request and will  instruct its  employees,  counsel and
financial  advisors to cooperate  with the  requesting  party in the  requesting
party's  investigation  of the  business of the other  party,  provided  that no
investigation  pursuant  to this  Section  shall  affect any  representation  or
warranty  given  hereunder by any party hereto to any other party hereto.  For a
period of three years after the Effective Time and during normal business hours,
DTR and  Surviving  Corporation  will give the  officers  and  directors  of DTR
immediately   prior  to  or  at  the  Effective   Time,   or  those   authorized
representatives,   reasonable  access  to  the  records  of  DTR  and  Surviving
Corporation developed or relating to business conducted prior to the closing for
any legitimate business purpose.

     8.6 NOTICES OF CERTAIN EVENTS.  Each party hereto shall promptly notify the
other of:

     a. Any material notice or other communication from any person alleging that
the  consent  of such  person  is or may be  required  in  connection  with  the
transaction contemplated by this Agreement.

     b. Any material notice or other  communication  to or from any governmental
or regulatory authority in connection with the transactions contemplated by this
Agreement; and

     c. Any actions, suits, claims,  investigations or proceedings commenced or,
to the best of its  knowledge  threatened  against,  relating to or involving or
otherwise  affecting such party which, if pending on the date of this Agreement,
would have been  required  to have been  disclosed  pursuant  to Section  2.8 or
Section  3.9  as  appropriate,  or  which  relate  to  the  consummation  of the
transactions contemplated by this Agreement.

                                       16
<PAGE>

     8.7  CONDUCT OF  BUSINESS  UNTIL  CLOSING.  Except as  GelStat  and DTR may
otherwise  consent to or  approve  in  writing on and after the date  hereof and
prior to the Closing Date, GelStat, DTR and Merger Subsidiary each agrees:

     a. Not to enter  into or  authorize  any agent to enter  into on its behalf
discussions  relating  to a  merger,  stock  exchange  or  the  sale  of  all or
substantially all of its stock or assets, or

     b.  To  conduct  and  cause  the  conduct  of,  its  business,  operations,
activities and practices only in the usual,  regular and ordinary manner and, to
the extent consistent with such business, operations,  activities and practices,
to use its best  efforts to preserve  its  business  organization  and  existing
business relationships and prospects; and

     c. Not to enter into any  transaction  nor  perform any act, or to cause or
permit   another  to  perform  any  act,  which  would  result  in  any  of  the
representations  and  warranties of the parties  contained in this Agreement not
being  true  and  correct  in all  material  respects  at  and  as of  the  time
immediately after the occurrence of such transaction or on the Closing Date.

     8.8 FILING OF FORM 8-K.  Promptly  following the Effective  Time,  DTR will
prepare and file with the Securities and Exchange Commission,  a Form 8-K which,
in full  compliance  with such Form and the applicable  rules and regulations of
the  Securities   and  Exchange   Commission,   fully   describes  DTR  and  its
subsidiaries, and the transactions provided for herein.

     8.9 SALE OF SHARES TO AFFILIATES. For a period of three years from the date
of this Agreement,  (i) DTR will not issue, and (ii) no Shareholder shall accept
or take any action  which would cause or assist in causing the  issuance of, any
capital  stock of DTR, or any option or other right to acquire any capital stock
of DTR, to any  Shareholder,  to any  affiliate  of a  Shareholder  (as the term
"affiliate"  is defined  under the  Securities  Exchange  Act of 1934) or to any
spouse,  child or parent of such Shareholder (such persons referred to herein as
"Prohibited Persons");  provided, however, that the foregoing shall not prohibit
the issuance of capital stock of DTR to a Prohibited  Person (v) pursuant to the
exercise of an option or other right outstanding at the Effective Time, (w) as a
dividend on common  stock,  (x) in a rights  offering made to all holders of DTR
common stock,  (y) in a public offering  registered  under the Securities Act of
1933, or (z) for a cash  consideration in any offering exempt from  registration
under the  Securities  Act of 1933, so long as, in all such case,  the terms and
conditions under which a Prohibited  Person acquires such capital stock or right
to acquire  capital stock are no more  favorable to the  Prohibited  Person than
those offered to other  persons  included in the  offering,  and the  Prohibited
Persons do not acquire in the aggregate in excess of 50% of the dollar amount of
the securities sold in any such offering. Notwithstanding the foregoing, DTR may
issue,  and a  Shareholder  may accept,  any capital  stock of DTR, or option or
other  right to acquire  capital  stock of DTR, if such  issuance  and the terms
thereof are  approved by  shareholders  of DTR, who are not  affiliates  of DTR,
owning 60% or more of the shares of DTR's  common stock  represented  by persons
present in person or by proxy  (except  shares held by  affiliates  of DTR) at a
duly called and held meeting of the shareholders of DTR. For the purpose of this
provision,  the  Shareholders,  and  other  any  person  who  falls  within  the
definition of an affiliate under the Securities Exchange Act of 1934, are deemed
to be affiliates of DTR.

                                       17
<PAGE>

     8.10 DELIVERY OF RECORDS.  Promptly following the Closing,  DTR shall cause
all  relevant  records of DTR to be  delivered  at such  place as GelStat  shall
reasonably request.

                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1 TERMINATION. This Agreement may be terminated:

     a. Prior to the Effective Date by mutual consent of DTR and GelStat, if the
Board of Directors of each so determines by vote of a majority of the members of
the entire Board:

     b. By DTR, if prior to and  continuing up to the  Effective  Date there has
been a material  misrepresentation,  breach of warranty or breach of covenant on
the part of  GelStat or any  Shareholder  in their  respective  representations,
warranties  and  covenants  set  forth  in  this  Agreement,  or if  any  of the
conditions to DTR's  obligation to consummate the  transactions  contemplated in
this  Agreement  shall  have  become  impossible  to  satisfy  as a result of no
negligent or willful action by DTR;

     c. By GelStat,  if prior to and  continuing up to the Effective  Date there
has been a material misrepresentation,  breach of warranty or breach of covenant
on the part of DTR in its representations, warranties and covenants set forth in
this  Agreement,  or if  any  of  the  conditions  to  GelStat's  obligation  to
consummate the  transactions  contemplated  in this Agreement  shall have become
impossible  to satisfy as a result of no negligent or willful  action by GelStat
or any Shareholder.

     9.2 NOTICES. To be effective,  all notices or other communications required
or  permitted  hereunder  shall  be  in  writing.  A  written  notice  or  other
communication  shall be deemed to have been given  hereunder (i) if delivered by
hand,  when the notifying party delivers such notice or other  communication  to
all other  parties to this  Agreement,  (ii) if delivered by overnight  delivery
service,  on the second  business  day  following  the date such notice or other
communication is timely delivered to the overnight  courier,  (iii) if delivered
by  telecopier  or e-mail,  on the first  business day  following  the date such
notice or  communication  is  transmitted,  or (iv) if delivered by mail, on the
fourth  business day  following the date such notice or other  communication  is
deposited  in the U.S.  mail by certified or  registered  mail  addressed to the
other party,  whichever  occurs earlier.  The  determination of a "business day"
shall  be  made  at  the  location  of the  recipient  of the  notice  or  other
communication.  Mailed,  telecopied or e-mailed communications shall be directed
as follows unless written notice of a change of address or telecopier number has
been given in writing in accordance with this Section:

     If to DTR or Merger Subsidiary: Developed Technology Resource, Inc.
                                     821 East Harbor Court
                                     Ocoee, FL  34761
                                     Facsimile No: (407) 291-6315
                                     E-mail address: LeAnnCPA@compuserve.com

     and                             Roger Schnobrich
                                     530 Waycliffe North
                                     Wayzata, MN  55391
                                     Facsimile No: (612) 334-8888
                                     E-mail address: rschnobrich@hinshawlaw.com

                                       18
<PAGE>

     With a copy to:                 Felhaber, Larson, Fenlon & Vogt, P.A.
                                     601 Second Avenue South, Suite 4200
                                     Minneapolis, MN 55402-4302
                                     Attention: Roger H. Frommelt
                                     Facsimile No: (612) 338-4608
                                     E-mail address: rfrommelt@felhaber.com

     If to GelStat or Shareholders:  GelStat Corp.
                                     1650 West 82nd Street, Suite 1040
                                     Bloomington, MN  55431
                                     Attention:  Dr. Stephen Roberts
                                     Facsimile No: (952) 881-4106
                                     E-mail address: srobertsequity@hotmail.com

     With a copy to:                 Moss & Barnett, P.A.
                                     90 South Seventh Street, Suite 4800
                                     Minneapolis, MN  55402
                                     Attention:  Janna R. Severance
                                     Facsimile No:  (612) 339-6686
                                     E-mail address: severancej@moss-barnett.com

     9.3 EXPENSES. Each party shall pay all of its costs and expenses (including
attorneys', accountants' and investment bankers' fees, legal costs and expenses)
incurred  in  connection  with  this  Agreement  and  the  consummation  of  the
transactions contemplated hereby.

     9.4  ARBITRATION.  All  disputes  or  claims  arising  out of or in any way
relating to this  Agreement  shall be submitted to and  determined  by final and
binding  arbitration.  Arbitration  proceedings may be initiated by any party to
this  Agreement  upon notice to the other party and to the American  Arbitration
Association,  and shall be conducted by three arbitrators under the rules of the
American Arbitration Association in Minneapolis,  Minnesota;  provided, however,
that the  parties  may agree  following  the  giving of such  notice to have the
arbitration  proceedings  conducted  with a single  arbitrator.  The notice must
specify in general the issues to be resolved in any such arbitration proceeding.
The arbitrators shall be selected by agreement of the parties to the arbitration
proceeding  from a list of five or more  arbitrators  proposed to the parties by
the  American  Arbitration  Association  or may be  persons  not on such list as
agreed to by the parties to such arbitration.  If the parties to the arbitration
proceeding  fail to agree on one or more of the persons to serve as  arbitrators
within  fifteen days after delivery to each party hereto of the list as proposed
by the  American  Arbitration  Association,  then at the request of any party to
such  proceeding,  such  arbitrators  shall be selected at the discretion of the
American Arbitration Association.  Where the arbitrators shall determine that an
arbitration  proceeding was commenced by a party  frivolously or without a basis
or primarily for the purpose of harassment of delay,  the arbitrators may assess
such party the cost of such proceedings  including reasonable attorneys' fees of
any other party. In all other cases, each party to the arbitration proceeding

                                       19
<PAGE>

shall bear its own costs and its pro-rata share of the fees and expenses charged
by the arbitrators and the American  Arbitration  Association in connection with
any  arbitration  proceeding.  Any  award or  equitable  relief  granted  by the
arbitrators  may be enforced in accordance with the provisions of Minnesota law.
Notwithstanding the foregoing,  nothing herein will prevent a party from seeking
and obtaining equitable relief from a court of competent  jurisdiction pending a
final  decision of the  arbitrators  and the proper filing of such decision with
such court.

     9.5 ENTIRE  AGREEMENT.  This  Agreement  (including  the Schedules  hereto)
contain  the  entire   agreement   between  the  parties  with  respect  to  the
transactions   contemplated   hereby,   and   supersedes  all  written  or  oral
negotiations,  representations,   warranties,  commitments,  offers,  bids,  bid
solicitations, and other understandings prior to the date hereof.

     9.6  SEVERABILITY.  The  warranties,  representations  and covenants of the
parties  hereto shall survive the Closing and Effective  Time for a period of 12
months from the date hereof.  If any  provision  hereof shall be held invalid or
unenforceable  by any court of competent  jurisdiction  or as a result of future
legislative action, such holding or action shall be strictly construed and shall
not affect the validity or effect of any other provision hereof.

     9.7  ASSIGNABILITY.  This Agreement  shall be binding upon and inure to the
benefit of the heirs,  personal  representatives,  successors and assigns of the
parties hereto;  provided that, except as otherwise provided for herein, neither
this Agreement nor any right  hereunder shall be assignable by any party hereto,
without the prior written consent of the other party.

     9.8 LEGAL REPRESENTATION.  Each party to this Agreement acknowledges his or
its right to, and his or its  opportunity  and the  advisability  of,  obtaining
independent legal counsel in connection with the execution of this Agreement.

     9.9  CAPTIONS.  The  captions of the various  Articles and Sections of this
Agreement have been inserted only for convenience of reference, and shall not be
deemed to modify,  explain,  enlarge or restrict any provision of this Agreement
or affect the construction hereof.

     9.10  GOVERNING  LAW.  The  validity,  interpretation  and  effect  of this
Agreement  shall be governed  exclusively by the laws of the state of Minnesota,
without giving effect to the conflict of laws provision thereof.

     9.11  COUNTERPARTS/EFFECTIVENESS.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute a single agreement.  This Agreement shall be effective
and shall be dated as of the date executed by DTR and Merger Subsidiary.

     9.12 REMEDIES CUMULATIVE. Except as otherwise expressly limited herein, the
rights,  powers and remedies  given to any party by this  Agreement  shall be in
addition to all rights,  powers and remedies  given to that party by any statute
or rule of law. Any  forbearance  or failure to delay in  exercising  any right,
power or remedy  hereunder  shall  not be  deemed to be a waiver of such  right,
power or  remedy,  and any  single or partial  exercise  of any right,  power or
remedy  shall not  preclude  the further  exercise  thereof or be deemed to be a
waiver of any other right, power or remedy.

                                       20
<PAGE>

     9.13 THIRD PARTY BENEFICIARY. Any shareholder or shareholders of DTR owning
in  the  aggregate,  more  than  75,000  shares  of  the  DTR  Common  Stock  (a
"Shareholder  Group"),  shall be  considered a third party  beneficiary  of this
Agreement,  with  standing  to  initiate,  on  behalf  of  DTR,  an  arbitration
proceeding or legal action to enforce any covenant contained herein of any party
to this Agreement. Any person who is an Indemnified Party or Insured Party under
Section 7.1 shall be considered a third party beneficiary of this Agreement with
standing to initiate an  arbitration  proceeding  or legal action to enforce the
obligations of DTR and the Surviving Corporation under said Section 7.1.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.

GELSTAT CORP.                           DEVELOPED TECHNOLOGY RESOURCE, INC.


By:                                     By:
   -----------------------------            -------------------------------
                                            John P. Hupp, Vice President


NP ACQUISITION CORP.


By:
    ----------------------------
    John P. Hupp, President


SHAREHOLDERS:


--------------------------------
Stephen Roberts


--------------------------------
James Higgins


--------------------------------
Russell Mitchell

                                       21
<PAGE>

                                                                         ANNEX A
                                 PLAN OF MERGER
                                       of

                     GELSTAT CORP. AND NP ACQUISITION CORP.


         WHEREAS, GelStat Corp. (the "Company") is a corporation duly organized,
validly existing and in good standing under the laws of the State of Minnesota.

     WHEREAS,  NP Acquisition  Corp. ("NP  Acquisition")  is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Minnesota.

     WHEREAS,  the Company,  NP Acquisition and Developed  Technology  Resource,
Inc., a Minnesota  corporation,  entered  into an  Agreement  and Plan of Merger
dated April __, 2003 (the "Agreement") which contemplates that upon satisfaction
of certain  conditions NP Acquisition will merge with and into the Company,  and
the Company shall become the Surviving Corporation.

     WHEREAS,  the  Agreement   contemplates  that  the  terms  under  which  NP
Acquisition shall be merged into the Company are to be set forth in this Plan of
Merger.

     WHEREAS, on ____________________, the respective Boards of Directors of the
Company and NP Acquisition  have approved (i) the execution and delivery of this
Agreement;  (ii) this Plan of Merger,  and (iii) the  submission of this Plan of
Merger and the Agreement to the  respective  shareholders  of the Company and NP
Acquisition for approval as required by law.

                                   The Merger

     SECTION 1. THE MERGER.  In accordance  with the provisions of the Minnesota
Business  Corporation  Act (the "MBCA"),  at the  Effective  Time (as defined in
Section  2), NP  Acquisition  shall be  merged  with and into the  Company  (the
"Merger").  Following the Merger, the separate existence of NP Acquisition shall
cease and the Company shall be the surviving  corporation  in the Merger and the
name of the Company shall be changed to GelStat Corporation.

     SECTION 2. EFFECTIVE TIME OF MERGER. The Merger shall become effective upon
the filing of Articles of Merger  containing  this Plan of Merger and such other
documents as are required by the MBCA to be filed with the  Minnesota  Secretary
of State (the time of such filing being the "Effective Time").

     SECTION  3.  ARTICLES  OF  INCORPORATION   AND  BY-LAWS  OF  THE  SURVIVING
CORPORATION.  The  Articles of  Incorporation  and By-Laws of the Company at the
Effective  Time shall  remain the Articles of  Incorporation  and By-Laws of the
Company as the surviving corporation in the Merger.

     SECTION 4. BOARD OF DIRECTORS  AND OFFICERS OF THE  SURVIVING  CORPORATION.
The directors  and officers of the Company at the time shall  continue to be the
directors and officers of the

                                       22
<PAGE>

Company,  as the surviving  corporation  in the Merger,  until their  respective
successors are duly elected or appointed.

     SECTION 5.  CONVERSION OF SHARES.  At the Effective  Time, by virtue of the
Merger and without any action on the part of the holders thereof:

     a. Each  share of $0.001 par value  common  stock of the  Company  which is
issued and outstanding  immediately prior to the Effective Time which is held by
a  shareholders  who does not dissent from the Merger as provided under Sections
302A.471 and 302A.473 of the MBCA,  shall be converted into 0.4360083  shares of
the  common  stock  of  Developed   Technology   Resource,   Inc.  (the  "Merger
Consideration");

     b. Fractional shares of the common stock of Developed  Technology Resource,
Inc. which would  otherwise be issued upon such conversion will be rounded up to
the nearest whole share; and

     c. Each  share of  capital  stock of NP  Acquisition  which is  issued  and
outstanding  immediately prior to the Effective Time shall be converted into and
become a fully paid and nonassessable share of the $0.001 par value common stock
of the Surviving Corporation.

     SECTION 6.  DISSENTING  SHARES.  Notwithstanding  anything  in this Plan of
Merger to the contrary,  shares of the Company which are held immediately  prior
to the Effective Time by shareholders that dissent from the Merger in compliance
with all relevant provisions of Sections 302A.471 and 302A.473 of the MBCA shall
not be converted into the right to receive the Merger  Consideration,  but shall
instead be  surrendered  to the  Company  and the  Company  shall  make  payment
therefore pursuant to such provision of the MBCA.

                                       23
<PAGE>