BILL OF SALE



         THIS AGREEMENT dated this 25th day of January 2000, by and between
REGENESIS HOLINGS, INC. (hereinafter referred to as "Regenesis" or "Buyer") and
MEL ADLER (hereinafter referred to as "Adler" or "Seller") and states as
follows:

         WHEREAS, Regenesis is in the business of acquiring and developing
Internet web sites; and,

         WHEREAS, Adler is the owner of the web site address: MUSIC411.COM; and,

         WHEREAS, Regenesis wishes to acquire all rights, title and interest to
the URL address Music411.com; and,

         WHEREAS, Adler desires to sell the URL address Music411.com.

         THEREFORE, in consideration of the foregoing, of the mutual promises
herein set forth, and of other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

         1.       Adler hereby sells and transfers unto Regenesis and its
                  successors and assigns forever, the URL address: MUSIC411.COM.

         2.       Regenesis agrees to pay to Adler 250,000 restricted shares of
                  Regenesis common stock.

         3.       Adler warrants and represents that he has good title to said
                  property, full authority to sell and transfer same and that
                  said goods and chattels are being sold free and clear of all
                  liens, encumbrances, liabilities and adverse claims, of every
                  nature and description.

         4.       It is provided, however, that Adler disclaims any implied
                  warranty of condition, merchantability or fitness for a
                  condition "as is" and "where is."

         5.       APPLICABLE LAW.

         This Agreement shall be governed by the laws of the State of Florida.
If any provision of this Agreement is declared void, such provision shall be
deemed severed from this agreement, which shall otherwise remain in full force
and effect.

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         6.       BINDING EFFECT.

         This Agreement is binding upon the parties hereto and upon successors
in the interest to the Company. This Agreement shall not be amended or otherwise
modified except by further express agreement in writing or executed by both
parties hereto. Any waiver of any breach of this Agreement shall be made in
writing and shall be applicable only to such breach and shall not be construed
to waive any subsequent or prior to breach other than the specific breach so
waived.

         7.       SUPERCEDES EARLIER AGREEMENTS.

         This Agreement supersedes all earlier agreements between the parties
hereto.

         8.       ARBITRATION.

         Any dispute arising hereunder shall be resolved by arbitration before a
sole arbitrator under the prevailing rules of the American Bar Association. The
decision of arbitrator shall be binding upon the parties hereto and enforceable
at the law before any court of competent jurisdiction. The place of Arbitration
shall be Dade County, Florida

         9.       REPRESENTATIONS AND WARRANTIES OF THE CORPORATION.

         The Corporation represents and warrants to Adler ("Seller") as follows:

         a.      The Corporation is a corporation duly organized, validly
                 existing and in good standing under the laws of its
                 jurisdiction of incorporation.

         b.      The Corporation has full power and legal right and authority to
                 execute, deliver, and perform this Agreement, the officers
                 executing this Agreement on behalf of the Corporation have full
                 power and authority to do so and this Agreement is binding upon
                 and enforceable against the Corporation in accordance with its
                 terms.




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         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be affixed
hereto, and Adler (Seller) has executed this Agreement, all-effective as of the
day and year first above written.


REGENESIS HOLDINGS, INC.




By: /s/ Russell Adler
    -------------------
         Russell Adler
         Chairman


                           SELLER:


                           By: /s/ Mel Adler
                               -------------
                                   Mel Adler