Exhibit 10.1
                              ACQUISITION AGREEMENT

AGREEMENT dated 1st September 2003 ("the Agreement"), by, between and among
BIOACCELERATE INC, a company incorporated under the laws of the State of
Delaware (herein referred to as BIOC), of 90 Park Avenue, Suite 1700, New York,
New York, 10017, the persons listed on Exhibit A attached hereto and made a part
hereof, being all of the shareholders and executive officers of BIOC(hereinafter
referred to as "MANAGEMENT"); and PHARMA MANUFACTURING SERVICES LIMITED, a
company incorporated under the laws of the United Kingdom (hereinafter referred
to as "PMSL ") of Wellington House, East Road, Cambridge CB1 1BH; and the
persons listed on Exhibit "A" attached hereto and made a part hereof,
(hereinafter referred to as the "SELLERS").

WHEREAS, the SELLERS own a total of 900 shares of common stock, (pound)1 par
value of PMSL, said shares being 100% of the issued and outstanding common stock
of PMSL.

WHEREAS, the SELLERS desire to sell and BIOC desires to purchase one hundred
(100%) percent of such shares.

NOW, THEREFORE, in consideration of the mutual convenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:

1.   PURCHASE AND SALE - The SELLERS hereby agree to sell, transfer, assign and
     convey to BIOC and BIOC hereby agrees to purchase and acquire from the
     SELLERS, a total of 900 shares of common stock, (pound)1 par value of PMSL,
     which equates one hundred percent (100%) percent of all of PMSL 's
     currently issued and outstanding stock (the PMSL Shares"), in a tax-free
     stock-for-stock acquisition.

2.   CONSIDERATION  - The  Consideration  price  to be paid by BIOC for the PMSL
     Common Shares shall be 18,000,000 shares of BIOC common stock.

3.   WARRANTIES REPRESENTATIONS AND COVENANTS OF PMSL AND PMSL PRINCIPALS - In
     order to induce BIOC to enter into this Agreement and to complete the
     transaction contemplated hereby, PMSL and its principal executive officers
     (hereinafter referred to as the "PMSL PRINCIPALS", jointly and severally
     warrant and represent to AND that:

     (a)  ORGANIZATION AND STANDING PMSL is a corporation duly organized,
          validly existing and in a good standing under the laws of the United
          Kingdom, is qualified to do business as a foreign corporation in every
          other state or jurisdiction in which it operates to the extent
          required by the laws of such states and jurisdictions, and has full
          power and authority to carry on its business as now conducted and to
          own and operate its assets, properties and business. Attached hereto
          as Exhibit "B" are true and correct copies of PMSL 's Certificate of
          Incorporation, amendments thereto and all current \by-laws of PMSL .
          No changes thereto will be made in any of the Exhibit "B" documents
          before the closing. PMSL has no subsidiaries except as listed or any
          investments or ownership interests in any corporation, partnership,
          joint venture or other business enterprise which is material to its
          business.

     (b)  CAPITALIZATION As of the Closing Date of PMSL 's entire authorized and
          issued equity capital consists of 1,000 shares of common stock,
          (pound)1 par value of which 900 shares of common stock, (pound)1 par
          value will be issued and outstanding as of the Closing. As of the
          Closing Date, there will be no other voting or equity securities
          authorized or issued, nor any authorized or issued securities
          convertible into voting stock, and no outstanding subscriptions,
          warrants, calls, options, rights, commitments or agreements by which
          PMSL or the SELLERS are bound, PMSL for the issuance of any additional
          shares of common stock or any other voting or equity security, other
          than any agreements that PMSL has with any of its subsidiaries. The
          900 shares of ordinary stock at (pound)1 par value issued and
          outstanding PMSL Shares to be transferred by SELLERS constitutes one
          hundred (100%) percent of the currently issued and outstanding shares
          of Common Stock of PMSL , which includes inter-claim, that same
          percentage of PMSL 's voting power, right to receive dividends, when,
          as and if declared and paid, and the right to receive the proceeds of
          liquidation attributable to common stock, if any.


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     (c)  OWNERSHIP OF PMSL SHARES Each SELLER warrants and represents,
          severally, that as of the date hereof, such SELLER is the sole owner
          of the PMSL Shares listed by his or her name on Exhibit "A-1", free
          and clear of all liens, encumbrances, and restrictions whatsoever,
          except that the PMSL Common Shares so listed have not been registered
          under the Securities Act of 1933, as amended (the "33 Act"), or any
          applicable State Securities laws. By SELLERS' transfer of the PMSL
          Shares to BIOC pursuant to this Agreement. BIOC will thereby acquire
          100% of the outstanding capital stock of PMSL , free and clear of all
          liens, encumbrances and restrictions of any nature whatsoever.

     (d)  TAXES PMSL has filed all federal, state and local income or other tax
          returns and reports that it is required to file with all governmental
          agencies, wherever situate, and has paid or accrued for payment all
          taxes as shown on such returns, such that a failure to file, pay or
          accrue will not have a material adverse effect on PMSL . PMSL 's
          income tax returns have never been audited by any authority empowered
          to do so.

     (e)  PENDING ACTIONS There are no known material legal actions, lawsuits,
          proceedings or investigations, either administrative or judicial,
          pending or threatened, against or affecting PMSL , or against the PMSL
          PRINCIPALS that arrive out of their operation of PMSL , except as
          described in Exhibit "C" attached hereto. PMSL is not knowingly in
          material violation of any law, material ordinance or regulation of any
          kind whatever.

     (f)  GOVERNMENT AND REGULATION PMSL holds the licenses and registrations
          set forth on Exhibit "D" hereto from the jurisdictions set forth
          therein, which licenses and registrations are all of the licenses and
          registrations necessary to permit PMSL to conduct its current
          business. All of such licenses and registrations are in full force and
          effect, and there are no proceedings, hearings or other actions
          pending that may affect the validity or continuation of any of them.
          No approval of any other trade or professional association or agency
          of government other than as set forth on Exhibit "D" is required for
          any of the transactions effected by this Agreement, and the completion
          of the transactions contemplated by this Agreement will not, in and of
          themselves, affect or jeopardize the validity or continuation of any
          of them.

     (g)  OWNERSHIP OF ASSETS Except as set forth in Exhibit "F" attached
          hereto, PMSL has good, marketable title, without any liens or
          encumbrances of any nature whatever, to all of the following, if any;
          assets, properties and rights of every type and description,
          including, without limitation, all cash on hand and in banks,
          certificates of deposit, stocks, bonds, and other securities, good
          will, customer lists, its corporate name and all variants thereof,
          trademarks and trade names, copyrights and interests thereunder,
          licenses and registrations, pending licenses and permits and
          applications therefor, inventions, processes, know-how, trade secrets,
          real estate and interests therein and improvements thereto, machinery,
          equipment, vehicles, notes and accounts receivable, fixtures, rights
          under agreements and leases, franchises, all rights and claims under
          insurance policies and other contracts of whatever nature, rights in
          funds of whatever nature, books and records and all other property and
          rights of every kind and nature owned or held by PMSL as of this date,
          and will continue to hold such title on and after the completion of
          the transactions contemplated by this Agreement; nor, except in the
          ordinary course of its business, has PMSL disposed of any such asset
          since the date of the most recent balance sheet described in Section
          3(0) of this Agreement.

     (h)  NO INTEREST IN SUPPLIERS, CUSTOMERS, LANDLORDS OR COMPETITORS Neither
          the PMSL PRINCIPALS nor any member of their families have any material
          interest of any nature whatever in any supplier, customer, landlord or
          competitor of PMSL .

     (i)  NO DEBT OWED BY PMSL TO PMSL PRINCIPALS Except as set forth in Exhibit
          "F" attached hereto, PMSL does not owe any money, securities, or
          property to either the PMSL PRINCIPALS or any member of their families
          or to any company controlled by such a person, directly or indirectly.
          To the extent that the PMSL PRINCIPLES may have any undisclosed
          liability to pay any sum or property to any such person or equity or
          any member of their families such liability is hereby forever
          irrevocably released and discharged.

     (j)  COMPLETE RECORDS All of PMSL 's books and records, including, without
          limitation, its books of account, corporate records, minute book,
          stock certificate books and other records are up-to-date, compete and
          reflect accurately and fairly the conduct of its business in all
          material respects since its date of incorporation.

     (k)  NO MISLEADING STATEMENTS OR OMISSIONS Neither this Agreement nor any
          financial statement, exhibit, schedule or document attached hereto or
          presented to BIOC in connection herewith, contains any materially
          misleading statement or omits any fact or statement necessary to make
          the other statements or facts therein set forth not materially
          misleading.


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     (l)  VALIDITY OF THIS AGREEMENT All corporate and other proceedings
          required to be taken by the SELLERS and by PMSL in order to enter into
          and carry out this Agreement have been duly and properly taken. This
          Agreement has been duly executed by the SELLERS and by PMSL , and
          constitutes the valid and binding obligation of each of them,
          enforceable in accordance with its terms except to the extent Inc by
          applicable bankruptcy, reorganization, insolvency, moratorium or other
          laws relating to or effecting generally the enforcement of creditors
          rights. The execution and delivery of this Agreement and the carrying
          out of its purposes will not result in the breach of any of the terms
          and conditions of, or constitute a default under or violate, PMSL 's
          Certificate of Incorporation or By-Laws, or any material agreement,
          lease, mortgage, bond, indenture, license or other material document
          or undertaking, oral or written, to which PMSL or the SELLERS is a
          party or is bound or may be affected, nor will such execution,
          delivery and carrying out violate any law, rule or regulation or any
          order, with injunction or decree, of any court, regulatory agency or
          other governmental body; and the business now conducted by PMSL can
          continue to be so conducted after completion of the transaction
          contemplated hereby, with PMSL as a wholly owned subsidiary of BIOC.

     (m)  CONCEPTS AND APPROVALS: COMPLIANCE WITH LAWS Neither PMSL nor the
          SELLERS are required to make any filing with, or obtain the consent or
          approval of, any person or entity as a condition to the consummation
          of the transactions contemplated by this Agreement. The business of
          PMSL has been operated in material compliance with all laws, rules,
          and regulations applicable to its business, including, without
          limitation, those related to securities matters, trade matters,
          environmental matters, public health and safety, and labor and
          employment.

     (n)  ACCESS TO BOOKS AND RECORDS BIOC will have full and free access to
          PMSL 's books during the course of this transaction prior to Closing,
          during regular business hours, on reasonable notice.

4.   WARRANTIES, REPRESENTATIONS AND COVENANTS OF BIOC AND MANAGEMENT OF
     BIOC("MANAGEMENT") In order to induce the SELLERS and PMSL to enter into
     this Agreement and to complete the transaction contemplated hereby, BIOC
     and MANAGEMENT jointly and severally warrant, represent and covenant to
     PMSL and SELLERS that :


     (a)  ORGANIZATION AND STANDING BIOC is a corporation duly organized,
          validly existing and in good standing under the laws of the State of
          Delaware, will be qualified to do business as a foreign corporation in
          every other state and jurisdiction in which it operates to the extent
          required by the laws of such states or jurisdictions, and will have
          full power and authority to carry on its business as now conducted and
          to own and operate its assets, properties and business. BIOC has no
          subsidiaries or any other investments or ownership interests in any
          corporation, partnership, joint venture or other business enterprise.

     (b)  CAPITALIZATION BIOC's entire authorized equity capital consists of
          25,000,000 shares of voting common stock, $0.001 par value. Of which
          5,000,000 shares of voting stock is currently issued and outstanding.
          At the closing of this agreement the company will conduct a
          simultaneous 5 for 1 reverse split of the company's issued and
          outstanding common stock leaving 1,000,000 shares issued and
          outstanding. The issued and outstanding shares after closing of this
          agreement shall be 19,000,000 shares. The relative rights and
          preferences of BIOC's equity securities are set forth on the
          Certificate of Incorporation, as amended and BIOC's By-laws (Exhibit
          "H" hereto). There are no other voting or equity securities authorized
          or issued, not any authorized or issued securities convertible into
          voting stock, and no outstanding subscriptions, warrants, calls,
          options, rights, commitments or agreements by which BIOC is bound,
          calling for the issuance of any additional shares of common stock or
          any other voting or equity security. The By-laws of BIOC provide that
          a simple majority of the shares voting at a stock holders' meeting at
          which a quorum is present may elect all of the directors of BIOC.
          Cumulative voting is not provided for by the By-Laws or Certificate of
          Incorporation of BIOC.

     (c)  OWNERSHIP OF SHARES By BIOC's issuance of the BIOC Common Shares to
          the SELLERS pursuant to this Agreement, the SELLERS will thereby
          acquire good, absolute marketable title thereto, free and clear of all
          liens, encumbrances and restrictions of any nature whatsoever, except
          by reason of the fact that such BIOC shares will not have been
          registered under the 33 Act, or any applicable state securities laws.


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     (d)  SIGNIFICANT AGREEMENTS BIOC is not and will not at Closing be bound by
          any of the following:

          (i)  Employment, advisory or consulting contract (except as described
               in Section 12 herein).

          (ii) Plan providing for employee benefits of any nature.

          (iii) Lease with respect to any property or equipment. (iv) Contract
               of commitments for any current expanditure.

          (v)  Contract or commitment pursuant to which it has assumed,
               guaranteed, endorsed or otherwise become liable for any
               obligation of any other person, firm or organization.

          (vi) Contract, agreement, understanding, commitment or arrangement
               either than in the normal course of business, not set forth in
               the Agreement or an Exhibit hereto.

          (vii) Agreement with any person relating to the dividend, purchase or
               sale of securities, that has not been settled by the delivery of
               payment of securities when due, and which remains unsettled upon
               the date of this Agreement.

     (e)  TAXES BIOC has filed all federal, state and local income or other tax
          returns and reports that it is required to file with all governmental
          agencies, wherever situate, and has paid all taxes as shown on such
          returns. All of such returns are true and complete. BIOC's income tax
          returns have never been audited by say authority empowered to do so.

     (f)  ABSENCE OF LIABILITIES As of the Closing Date BIOC will have no
          liabilities of any kind or nature, fixed or contingent, except for the
          costs, including legal and accounting fees and other expenses, in
          connection with this transaction, for which BIOC agrees to be
          responsible and to pay in full at or before the Closing.

     (g)  NOPENDING ACTIONS To the best of management's knowledge, there are no
          legal actions, lawsuits, proceedings or investigations, either
          administrative or judicial, pending or threatened against or affecting
          BIOC, or against any of the BIOC MANAGEMENT and arising out of their
          operation of BIOC. BIOC has been in compliance with, and has not
          received notice of violation of any law, ordinance of any kind
          whatever, including, but not Inc to, the 33 Act, the Rules and
          Regulations of the SEC, or the Securities Laws and Regulations of any
          sale. BIOC is not an investment company as defined in, or otherwise
          subject to regulation under, the Investment Company Act of 1940. BIOC
          is not required to file reports pursuant to either Section 13 or
          Section 15 (d) of the 34 Act.

     (h)  CORPORATE RECORDS All of BIOC's books and records, including, without
          limitation, its books of account, corporate records, minute book,
          stock certificate books and other records are up-to-date complete and
          reflect accurately and fairly the conduct of its business in all
          respects since its date of incorporation; all of said books and
          records will be made available for inspection by PMSL's authorized
          representatives prior to the Closing as provided by Section 4(I)
          herein, and will be delivered to BIOC's new management at the Closing.

     (i)  NOMISLEADING STATEMENTS OR OMISSIONS Neither this agreement nor any
          financial statement, exhibit, schedule or document attached hereto or
          presented to PMSL in connection herewith contains any materially
          misleading statement, or omits any fact or statement necessary to make
          the other statements or facts therein set forth not materially
          misleading.

     (j)  VALIDITY OF THIS AGREEMENT All corporate and other proceedings
          required to be taken by BIOC in order to enter into and to carry out
          this Agreement will have been duly and properly taken at or before the
          Closing. This Agreement has been duly executed by BIOC, constitutes a
          valid and binding obligation of BIOC enforceable in accordance with
          its terms. The execution and delivery of this Agreement and the
          carrying out of its purposes will not result in the breach of any of
          the terms or conditions of, or constitute a default under or violate,
          BIOC's Certificate of Incorporation or By-Laws, or any agreement,
          lease, mortgage, bond, indenture, license or other document or
          undertaking, oral or written, to which BIOC is a party or is bound or
          may be affected nor will such execution, delivery and carrying out
          violate any law, rule or regulation or any order, writ, injunction or
          decree of any court, regulatory agency or other governmental body.

     (k)  CONSENTS AND APPROVALS, COMPLIANCE WITH LAWS Except for the notices to
          be filed as described in Section 7(a)(v) herein, neither PMSL nor
          MANAGEMENT is required to make any filing with, or obtain the consent
          or approval of, any person or entity as a condition to the
          consummation of the transactions contemplated by this Agreement. The
          business of BIOC has been operated in compliance with all laws, rules
          and regulations applicable to its business, including, without
          limitation, those related to securities matters, trade matters,
          environmental matters, public health and safety, and labor and
          employment.


<PAGE>

     (l)  ACCESS TO BOOKS AND RECORDS PMSL and SELLERS will have full and free
          access to PMSL 's books and records during the course of this
          transaction prior to and at the Closing on reasonable notice.

     (m)  DIRECTORS AND SHAREHOLDERS APPROVAL As of the Closing, BIOC's Board of
          Directors and Shareholders, by meeting or consent shall have properly
          authorized the matters described in section 7(a)(iv)herein.

     (n)  THE BIOC SHARES All of the BIOC Common Shares issued to SELLERS shall
          be validly issued, fully-paid non-assessable shares of BIOC Common
          Stock, with full voting rights, dividend rights, and right to receive
          the proceeds of liquidation , if any, as set forth in BIOC's
          Certificate of Incorporation.

     (o)  CHANGE OF NAME Subsequent to the signing of this agreement PMSL will
          file with Companies House in the United Kingdom to change its name to
          Bioaccelerate Limited.

5.   TERM: INDEMNIFICATION All representations, warranties, covenants and
     agreements made herein and in the exhibits attached hereto shall survive
     the execution and delivery of this Agreement and payment pursuant thereto.
     MANAGEMENT and PMSL MANAGEMENT ("management") of both parties to the
     agreement hereby agree, jointly and severally, to indemnify, defend, and
     hold harmless BIOC, PMSL , and the SELLERS from and against any damage,
     loss, liability, or expense (including without limitation, reasonable
     expenses of investigation and reasonable attorney's fees) arising out of
     any material breech of any representation, warranty, covenant, or agreement
     made by PMSL MANAGEMENT or management in this Agreement.

6.   CONDITIONS PRECEDENT TO CLOSING

     (a)  The obligations of PMSL and the SELLERS under this Agreement shall be
          and are subject to fulfillment, prior to or at the Closing, of each of
          the following conditions:

          (i)  That BIOC's and MANAGEMENT's representations and warranties
               contained herein shall be true and correct at the time of Closing
               as if such representations and warranties were made at such time,
               and MANAGEMENT will deliver an executed certification confirming
               the foregoing;

          (ii) That BIOC and MANAGEMENT shall have performed or complied with
               all agreements, terms and conditions required by this Agreement
               to be performed or complied with by them prior to or at the time
               of the Closing;

          (iii) That BIOC's directors and shareholders, by proper and sufficient
               vote taken either by consent or at a meeting duly and properly
               PMSL led and held, shall have properly approved all of the
               matters required to be approved by BIOC's directors and
               shareholders, respectively;

          (iv) That BIOC's Board of Directors, by proper and sufficient vote,
               shall have approved this Agreement and the transactions
               contemplated hereby; and

     (b)  The obligations of BIOC and MANAGEMENT under this Agreement shall be
          and are subject to fulfillment, prior to or at the Closing of each of
          the following conditions:

          (i)  That PMSL 's and SELLERS' representations and warranties
               contained herein shall be true and correct at the time of Closing
               as if such representations and warranties were made at such time
               and PMSL and the PMSL PRINCIPALS shall deliver an executed
               certification confirming the foregoing;

          (ii) That PMSL and PMSL PRINCIPALS shall have performed or complied
               with all agreements, terms and conditions required by this
               Agreement to be performed or complied with by them prior to or at
               the time of Closing; and

7    TERMINATION This Agreement may be terminated at any time before or at
     Closing, by;

     (a)  The mutual agreement of the parties;

     (b)  Any party if:

          (i)  Any legal proceeding shall have been instituted or shall be
               imminently threatening to delay, restrain or prevent the
               consummation of this Agreement.

Upon termination of this Agreement for any reason, in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and expenses as each party has incurred and no party shall be liable to the
other.


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8.   EXHIBITS All Exhibits attached hereto are incorporated herein by this
     reference as if they were set forth in their entirety.

9.   MISCELLANEOUS PROVISIONS This Agreement is the entire agreement between the
     parties in respect of the subject matter hereof, and there are no other
     agreements, written or oral, nor may this Agreement be modified except in
     writing and executed by all of the parties hereto. The failure to insist
     upon strict compliance with any of the terms, covenants or conditions of
     this Agreement shall not be deemed a waiver or relinquishment of such
     rights or power at any other time or times.

10.  PROHIBITED ACTIONS Between the date hereof and the effective date of the
     merger, neither Purchaser nor Seller will, except with the prior written
     consent of the other:

     (a)  issue or sell any stock, bonds, or other corporate securities;

     (b)  incur any obligation or liability (absolute or contingent), except
          current liabilities incurred, and obligations under contracts entered
          into, other than in the ordinary course of business;

     (c)  discharge or satisfy any lien or encumbrance or pay any obligation or
          liability (absolute or contingent) other than in the ordinary course
          of business;

     (d)  make any dividend or other payment or distribution to its shareholders
          or Purchase or redeem any shares of its capital stock other than in
          the ordinary course of business;

     (e)  mortgage, pledge, create a security interest in, or subject to lien or
          other encumbrance any of its assets, tangible or intangible other than
          in the ordinary course of business;

     (f)  sell or transfer any of its tangible assets or cancel any debts or
          claims except in each case in the ordinary course of business other
          than in the ordinary course of business;

     (g)  sell, assign, or transfer any trademark, trade name, patent, or other
          intangible asset;

     (h)  waive any right of any substantial value other than in the ordinary
          course of business; or

     (i)  enter into any other transaction other than in the ordinary course of
          business.

11.  FURTHER INSTRUMENTS From time to time, as and when requested by the either
     of the parties or by its successors or assigns, the other party will
     execute and deliver, or cause to be delivered, all such deeds and other
     instruments; and will take or cause to be taken such further or other
     action as the parties may deem necessary or desirable in order to vest in
     and confirm to the purchaser title to and possession of all its property,
     rights, privileges, possessions, and franchises and otherwise to carry out
     the intent and purposes of this agreement.

12.  GOVERNING LAW This Agreement shall be governed by and construed in
     accordance with the internal laws of the State of Delaware.

13.  COUNTERPARTS This Agreement may be executed in duplicate facsimile
     counterparts, each of which shall be deemed an original and together shall
     constitute one and the same binding Agreement, with one counterpart being
     delivered to each party hereto.



IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the
date and year above first written.

                                    BIOACCELERATE INC

                                    By:
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                                    PHARMA MANUFACTURING SERVICES LIMITED

                                    By:
                                      -----------------------------------