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SERVICES AGREEMENT

THIS AGREEMENT made this ___________ day of 
______________________ 2007

BETWEEN:

|PROVLAB CORP.            
|-------------------------
|(ProvLab)              
|                         
|- and -                  
|                         
|UPSTREAM BIOSCIENCES INC.
|(Upstream)             

WHEREAS:

|A. | Upstream will provide ProvLab with compounds and ProvLab
      are willing to test such compounds.               
|-- | -----------------------------------------------------------------------------------------------------------------
|   |                                                                                                                  
|B. | the parties wish to enter into contract regarding the
      provision of such services described in Schedule
A;

THEREFORE, in consideration of the mutual covenants and
agreements contained in this agreement, each of the parties covenants and agrees
with the other as follows:

|1.0 | Definitions and Interpretation
|--- | ------------------------------
|    |                               
|    | 1.1                           
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|    |                               
|    |                               
|    |                               
|    |                               
|    |                               
|    | 1.2                           
|    |                               
|    |                               

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| | (b) | words importing the singular include the plural and vice
      versa, words importing gender include all genders and words importing
      persons include firms, corporations and any other legal
entities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | if there are any conflicts between the body of the
      Agreement and the documents forming part of the Agreement, the body of the
      Agreement shall govern over all attachments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | the laws of the Province of Alberta shall govern the
      interpretation of this Agreement and the parties hereby attorn solely to
      the jurisdiction of the courts in the Province of Alberta;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | in the event any of the terms or conditions of the
      Agreement or their application to any party or circumstances shall be held
      invalid by any court or other authority having jurisdiction the remainder
      of the Agreement and the application to parties or circumstances other
      than those as to which it is held invalid shall not be affected, provided
      however if the invalid terms or conditions are essential to the rights or
      benefits to be received by any party, the parties shall use reasonable
      efforts to negotiate acceptable substitutes. If acceptable substitutes are
      not agreed to, a party adversely affected by the invalidity shall not be
      prevented by this Section from advancing any rights to claim frustration
      of contract or other similar remedy;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (f) | no action, or failure to act by a party shall constitute
      a waiver of any right or duty of that party under the Agreement except as
      specifically agreed to in writing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (g) | the Agreement shall, when duly executed, supersede and
      replace all other existing agreements between the parties with respect to
      the subject matter. There are no representations, warranties or
      agreements, either written or oral, which are binding on the parties
      relating to the subject matter and which are not contained, or referred
      to, in the Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (h) | the parties shall not assign this Agreement or any
      interest under the Agreement to another party without the prior written
      consent of the other party, such consent not to be unreasonably
      withheld;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (i) | except to the extent otherwise expressly provided, the
      duties and obligations imposed by the Agreement and the rights and
      remedies available under the Agreement shall not operate to limit any
      duties, obligations, rights and remedies otherwise imposed or available at
      law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (j) | this Agreement shall enure to the benefit of and be
      binding upon the parties of this Agreement and their respective successors
      and permitted assigns;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

2

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| | (k) | amendments to the Agreement shall require the agreement
      of both parties and shall be in writing               
| | --- | --------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                     
| | (l) | a reference to dollars means lawful money of
    Canada;                                                            
| |     |                                                                                                                     
| | (m) | the contra proferentum rule shall not apply to the
      interpretation of the agreement;                         
| |     |                                                                                                                     
| | (n) | the following schedules are incorporated into and form
        part of this Agreement:
      Schedule A  Services

|2.0 | Services                      
|--- | ------------------------------
|    |                               
|    | 2.1                           
|    |                               
|    | 2.2                           
|    |                               
|3.0 | Contract Price                
|    |                               
|    | 3.1                           
|    |                               
|4.0 | Term and Rights of Termination
|    |                               
|    | 4.1                           
|    |                               
|    | 4.2                           
|    |                               
|    | 4.6                           

3

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|    | 4.7                                 | Termination of the Agreement shall not affect the
      validity of any provisions which are, expressly or by implication, to
      survive or to take effect on or after such termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5.0 | Delivery of Compounds              
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 5.1                                 | All Compounds supplied to ProvLab by Upstream for
      performance of the Services shall be transported in compliance with all
      applicable import, export, customs, and other laws and regulations in
      relation to the transportation of such Compounds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 5.2                                 | Upstream shall clearly label any toxic or dangerous
      Compounds and will notify ProvLab prior to shipping of the Compounds of
      all proper handling procedures as well as furnish any Material Safety Data
      Sheets for such Compounds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 5.3                                 | ProvLab shall not be responsible for damage of any
      nature, which may arise, from transportation of the Compounds to ProvLab
      or from ProvLabs return of unused Compounds to Upstream at Upstreams
      request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.0 | Indemnification                    
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 6.1                                 | Each party (the Responsible Party) shall be liable to
      the other party for, and shall indemnify and save harmless the other party
      from and against, any and all losses, claims, expenses, damages, claims,
      liabilities and actions whatsoever (including without limitation, legal
      costs on a solicitor and client basis) which may be brought or made
      against the other party, or which the other party may sustain, pay or
      incur, in either case as a result of or in connection with, a breach by
      the Responsible Party of its obligations under this Agreement or the
      willful or negligent acts of the Responsible Party or those for whom the
      Responsible Party is responsible at law.
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 6.2                                 | Subject to subsection 6.1, each party assumes
      responsibility for any losses, claims, expenses, damages, liabilities and
      actions whatsoever brought or made against it, or suffered or incurred by
      it, by reason of any matter or thing arising out of or in any way
      attributable to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.0 | Warranty, Performance and Standards
|    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 7.1                                 | ProvLab makes no warranties with regard to the Services
      undertaken during this Agreement other than those as listed in Schedule
      A. ProvLab makes no express or implied warranties of merchantability or
      fitness for a particular purpose for the Services performed or information
      or products supplied by it. Under no circumstances shall ProvLab be liable
      to Upstream for any incidental or consequential damages. ProvLabs total
      liability, if any, for damages relating to or arising out of the Services
      under this Agreement, shall not exceed the Contract Price.                                                                                                                         

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|8.0 | Notice
|--- | ------
|    |       
|    | 8.1   

| | TO: | ProvLab                         
| | --- | --------------------------------
| |     |                                 
| |     | Edmonton AB                     
| |     | Fax No.:     [          
      ]
| |     | Attention: [          
      ]  
| |     |                                 
| | TO: | Upstream                        
| |     |                                 
| |     | Fax No.:     [         
       ]
| |     | Attention: [         
       ]  

| | 8.2 | Any notice or communication that is delivered personally
      shall be deemed to be received, when left during normal business hours at
      the address specified above, and any notice sent by fax transmission shall
      be deemed to be received on the next business day.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF the
parties of this Agreement have executed this Agreement as of the day and year
first above written.

| | ProvLab Corp.                  
| | -------------------------------
| |                                
| | **Per:**                       
| |                                
| | Upstream Biosciences
      Inc.
| |                                
| | **Per:**                       

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Schedule A

Services

|1.0 | Services                                                                           
|--- | -----------------------------------------------------------------------------------
|    |                                                                                    
|    | 1.1As per attached Test Specification and
      Requirements dated July 25, 2007.

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