<PAGE>


                                  EXHIBIT 10.1

                              SETTLEMENT AGREEMENT
                                      AMONG
                                 HEATH ELLINGHAM
                                   ZHI-YONG MA
                          ANGIOCURE TECHNOLOGIES, INC.
                         M-I VASCULAR INNOVATIONS, INC.
                             MIVI TECHNOLOGIES INC.
                                DBS HOLDINGS INC.
                                 JAMES DAVIDSON
                           NEW PARADIGM CAPITAL, LTD.
                              ISAIAH CAPITAL TRUST
                           LINDSAY CAPITAL CORPORATION
                                  PETER JENSEN
                                  ALLAN LINDSAY
                                  DEVLIN JENSEN
                           DR. ROBERT IAN GORDON BROWN
                                       AND
                              PEDRO MARCOS TOSETTI





<PAGE>



                                TABLE OF CONTENTS
  1.     INTERPRETATION.......................................................3
         1.1      Definitions.................................................3
         1.2      Interpretation..............................................3
         1.3      Schedules...................................................4
  2.     OBLIGATIONS OF THE PARTIES...........................................4
         2.1      Obligations of the Parties..................................4
  3.     COVENANTS............................................................7
         3.1      Covenants of Ellingham......................................7
         3.2      Covenants of the Ma Group...................................7
         3.3      Covenants of M-I............................................8
         3.4      Covenants of DBS............................................9
         3.5      Covenants of Other Parties.................................10
  4.     REPRESENTATIONS AND WARRANTIES......................................11
         4.1      Representations and Warranties of M-I......................11
         4.2      Representations and Warranties of DBS......................13
         4.3      Representations and Warranties of the Ma Group.............15
         4.4      Representations and Warranties of Other Parties............16
  5.     SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES...............17
         5.1      Survival of Covenants, Representations and Warranties......17
  6.     GENERAL.............................................................17
         6.1      Cooperation................................................17
         6.2      Costs......................................................17
         6.3      Counterparts/Facsimile.....................................18
         6.4      Drafting...................................................18
         6.5      Entire Agreement...........................................18
         6.6      Enurement..................................................18
         6.7      Further Assurances.........................................18
         6.8      Governing Law..............................................18
         6.9      Headings...................................................19
         6.10     Notices....................................................19
         6.11     Severability...............................................21
         6.12     Time of the Essence........................................21
         6.13     Waiver.....................................................21
         6.14     Legal and Tax Advice.......................................22
SCHEDULE "A" Option Agreement.................................................1
SCHEDULE "B" Escrow Agreement.................................................1
SCHEDULE "C" Mutual Release of All Claims.....................................1
SCHEDULE "D" Consent Dismissal Order..........................................1
SCHEDULE "E" Voting Agreement.................................................1
SCHEDULE "F" Description of Outstanding M-I Securities
         (SEE ATTACHED spreadsheets FOR DETAILS)..............................1
SCHEDULE "G" Description of Outstanding DBS Securities
         (SEE ATTACHED spreadsheet FOR DETAILS)...............................1



<PAGE>



                              SETTLEMENT AGREEMENT

         THIS SETTLEMENT AGREEMENT is dated and made effective the 14th day of
September, 2001.

AMONG:

         HEATH ELLINGHAM, a businessman having an address at 7919 Woodland
         Drive, Burnaby, B.C., V5A 4C5

         ("ELLINGHAM")

AND:

         ANGIOCURE TECHNOLOGIES, INC. ("ANGIOCURE"), a company incorporated
         under the laws of the Province of British Columbia, and ZHI-YONG MA
         ALSO KNOWN AS JOHN MA ("JOHN MA"), both c/o of #2600 - 700 West Georgia
         Street, Vancouver, B.C., V7Y 1B3

         (collectively, the "MA GROUP")

AND:

         M-I VASCULAR INNOVATIONS, INC., a corporation duly incorporated under
         the laws of the State of Delaware, and MIVI TECHNOLOGIES INC., a
         corporation incorporated under the laws of the Yukon Territory and
         extra-provincially registered in the Province of British Columbia, both
         having an office at Suite 1260, 999 West Hastings Street, Vancouver,
         British Columbia, V6C 2W2

         (collectively, "M-I" unless the context otherwise requires)

AND:

         DBS HOLDINGS INC., a corporation duly incorporated under the laws of
         the State of Nevada, having an office at 1-8765 Ash Street, Vancouver,
         British Columbia V6P 6T3

         ("DBS")

AND:

         JAMES DAVIDSON, of 108 Alfred Street, Alexandria, Virginia, U.S.A., NEW
         PARADIGM CAPITAL, LTD., a company incorporated under the laws of
         Bermuda with an address for service c/o Waterstreet Corporate Services
         Ltd., 27 Reid Street, Hamilton HM11, Bermuda, ISAIAH CAPITAL TRUST, a
         trust established under the laws of Jersey with an address for service
         c/o Insinger Trust (Jersey) Limited, 28-30 The Parade, St. Helier,
         Jersey, Channel Islands, LINDSAY CAPITAL CORPORATION a company
         incorporated under the

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                                      -2-

         laws of Liberia with an address for service c/o Insinger Trust (Jersey)
         Limited, 28-30 The Parade, St. Helier, Jersey, Channel Islands and
         PETER JENSEN, of #2550 - 555 West Hastings Street, Vancouver, B.C.

         (collectively, the "FOUNDING SHAREHOLDERS")

AND:

         ALLAN LINDSAY, of 1260-999 West Hastings Street, Vancouver, B.C.

         ("A. LINDSAY")

AND:

         DEVLIN JENSEN, Barristers and Solicitors, of #2550 - 555 West Hastings
         Street, Vancouver, B.C.

         ("DEVLIN JENSEN")

         DR. ROBERT IAN GORDON BROWN, of
         245 East Columbia Street, Suite 102, New Westminster, B.C.

         ("BROWN")

         PEDRO MARCOS TOSETTI also known as KITO TOSETTI, of Unit 80, 3031
         Williams Road, Richmond, B.C.

         ("TOSETTI")

WHEREAS:

A.       John Ma, Angiocure, M-I, the Founding Shareholders, A. Lindsay, Devlin
         Jensen, Brown and Tosetti were involved as parties in British Columbia
         Supreme Court Action No. S006055, Vancouver Registry (the "LEGAL
         ACTION"); and

B.       The parties hereto have reached agreement on the terms and conditions
         set out herein for the settlement of the Legal Action;


                  NOW THEREFORE in consideration of the mutual covenants herein
contained, the sum of $10.00 and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties
hereto, the parties to this Agreement covenant and agree with each other as
follows:


<PAGE>


                                      -3-


1.       INTERPRETATION

1.1      DEFINITIONS.

         Where used in this Agreement, the following words and terms will have
the meanings indicated below:

     (a) "AFFILIATE" means a person that directly, or indirectly through one or
         more intermediaries, controls, or is controlled by, or is under common
         control with, the company in question, including without limitation,
         directors and principal officers of the company in question;

     (b) "AGREEMENT" means this agreement and any Schedules thereto;

     (c) "CONTRACT" means any agreement, indenture, contract, lease, deed of
         trust, license, option, instrument or other commitment, whether written
         or oral;

     (d) "DBS SHARES" means common shares in the capital stock of DBS;

     (e) "MA SHARES" means, at a particular time, whichever of the Ma M-I Shares
         (as hereinafter defined) or the Ma DBS Shares (as hereinafter defined)
         is issued and outstanding and registered in the name of Zhi-Yong John
         Ma;

     (f) "MA STENT" means the single-wire clip stent as described by United
         States patent application serial no. 09/188,144 (in the form of such
         application as at September 9, 1999); and

     (g) "M-I SHARES" means common shares in the capital stock of M-I.

1.2      INTERPRETATION.

         For purposes of this Agreement, except as otherwise expressly provided:

     (a) all references in this Agreement to a designated "Section" is to the
         designated Section and the subsections or subdivisions thereof;

     (b) the words "herein", "hereof" and "hereunder" and other words of similar
         import refer to this Agreement as a whole and not to any particular
         Section, subsection or other subdivision or Schedule;

     (c) the word "including", when following any general statement, term or
         matter, is not to be construed to limit such general statement, term or
         matter to the specific items or matters set forth immediately following
         such word or to similar items or matters, whether or not non-limiting
         language (such as "without limitation" or "but not limited to" or words
         of similar import) is used with reference thereto, but rather is to be
         construed to refer to all other items or matters that could reasonably
         fall within the broadest possible scope of such general statement, term
         or matter;


<PAGE>



                                      -4-

     (d) all accounting terms not otherwise defined have the meanings assigned
         to them in accordance with Canadian generally accepted accounting
         principles;

     (e) all references to currency are deemed to mean lawful money of the
         Canada (unless expressed to be in some other currency) and all amounts
         to be calculated or paid pursuant to this Agreement are to be
         calculated in lawful money of the Canada and to be paid by bank draft
         or certified solicitor's trust account cheque drawn upon a Canadian
         chartered bank payable at par in Vancouver, British Columbia;

     (f) any reference to a statute includes and is a reference to such statute
         and to the regulations made pursuant thereto, with all amendments made
         thereto and in force from time to time, and to any statute or
         regulations that may be passed which has the effect of supplementing or
         superseding such statute or such regulations;

     (g) any reference to a corporate entity includes and is also a reference to
         any corporate entity that is a successor to such entity;

     (h) words imparting the masculine gender include the feminine or neuter
         gender and words in the singular include the plural and vice versa; and

     (i) any action to be taken pursuant to this Agreement on a day which is not
         a business day will be taken on the next succeeding business day.

1.3      SCHEDULES.

                  The documents attached to this Agreement and referred to
herein are hereby incorporated into and made a part of this Agreement, but the
contractual effect of such documents will be determined and limited entirely by
the references to such documents contained in the main body of this Agreement.

2.       OBLIGATIONS OF THE PARTIES

2.1      OBLIGATIONS OF THE PARTIES.

         The parties each covenant and agree, as applicable, as follows:

     (a) Exchange of M-I Shares. M-I and DBS will take all necessary steps to
         effect the conversion or exchange of all of the 3,392,399 M-I Shares
         currently owned by John Ma (the "MA M-I SHARES") to DBS Shares on a
         one-for-one basis (as may be adjusted under the terms of the agreements
         governing such exchange) (the "MA DBS SHARES") as soon as practicable
         in compliance with all applicable corporate, securities and other laws.
         M-I and DBS acknowledge that such steps may include, without
         limitation, the seeking of one or more discretionary orders from one or
         more regulatory authorities and the preparation and delivery of a
         takeover bid circular. John Ma agrees to take all steps and acts
         reasonably requested by either M-I or DBS to cause such conversion or
         exchange to be completed following the necessary actions of M-I. The
         obligation of M-I and


<PAGE>


                                      -5-


         DBS to effect the conversion or exchange of the Ma M-I Shares to the Ma
         DBS Shares will continue irrespective of whether or not Ellingham makes
         the Initial Payment (as hereinafter defined) or whether or not
         Ellingham exercises the Option (as hereinafter defined). M-I, DBS and
         all other parties to this Agreement agree that such conversion or
         exchange may be enforced by John Ma by an order for specific
         performance, subject to compliance with all applicable corporate,
         securities and other laws. M-I, DBS and all other parties to this
         Agreement agree that such conversion or exchange may be enforced by
         Ellingham or his assignee, as the case may be, by an order for specific
         performance, subject to compliance with all applicable corporate,
         securities and other laws. The Ma M-I Shares are, and the Ma DBS shares
         will be, "restricted securities" as defined in Rule 144 ("RULE 144")
         promulgated under the U.S. Securities Act of 1933, as amended, and as
         such are subject to the holding period and other restrictions imposed
         by Rule 144, which holding period will recommence upon exchange of the
         Ma M-I Shares for the Ma DBS Shares.

     (b) Option to Purchase. John Ma and Ellingham will execute that form of the
         agreement (the "OPTION AGREEMENT") attached as Schedule "A" hereto
         concurrent with the execution of this Agreement pursuant to which John
         Ma will grant to Ellingham or his nominee an option (the "OPTION") to
         purchase all or a portion of the Ma Shares upon the terms and
         conditions contained in the Option Agreement.

     (c) Initial Payment. Ellingham or his nominee will pay $200,000 (the
         "INITIAL PAYMENT") to Farris, Vaughan, Wills and Murphy in trust for
         John Ma or his nominee on or before the date hereof. The Initial
         Payment will be credited towards the partial exercise of the Option for
         200,000 of the Ma Shares at a price of Cdn. $1.00 per share, which will
         be likewise held in escrow pursuant to the terms of the Escrow
         Agreement (as hereinafter defined).

     (d) Escrow Agreement. John Ma, Angiocure, M-I, DBS, the Founding
         Shareholders, Ellingham and Pacific Corporate Trust Company will
         execute that form of agreement (the "ESCROW AGREEMENT") attached as
         Schedule "B" hereto concurrent with the execution of this Agreement.

     (e) Standstill. All parties will suspend the Legal Action and all other
         legal proceedings, whether commenced yet or not, respecting the subject
         matter of this Settlement Agreement until the earlier of December 22,
         2001 (unless extended in accordance with the Option Agreement) and the
         termination of the Escrow Agreement.

     (f) Mutual Release and Consent Dismissal Order. The parties to this
         Agreement will execute the forms of Mutual Release and Consent
         Dismissal Order attached as Schedules "C" and "D", respectively, hereto
         concurrent with the execution of this Agreement.

     (g) Voting Agreement. John Ma, M-I, DBS and Ellingham will execute the form
         of Voting Agreement attached as Schedule "E" hereto concurrent with the
         execution of this Agreement.


<PAGE>



                                      -6-


     (h) Equal Treatment. The parties agree that, until the earlier of December
         22, 2001 (unless extended in accordance with the Option Agreement but
         in any event not later than January 22, 2002) and the date that
         Ellingham or his nominee has fully exercised all of the Option and made
         full payment thereunder:

         (i)  none of the parties will do anything to affect the restrictions on
              the sale of M-I Shares or the DBS Shares to be issued in exchange
              for the M-I Shares, unless such act is done to reduce such
              restrictions for the benefit of all parties holding such shares
              and such act is communicated to all other parties promptly; and

         (ii) in the event that any of the DBS Shares owned by a party to this
              Agreement other than the Ma DBS Shares held under the Escrow
              Agreement are to receive a reduction in their resale restrictions
              through the efforts of one or more of the parties, the parties
              agree that the then current holder of the Ma DBS Shares or John Ma
              or Ellingham or his assignee, as the case may be, will be given
              immediate notice of this proposed result and the parties will not
              take the benefit of such reduction unless the Ma M-I Shares have
              been exchanged for the Ma DBS Shares in accordance with the
              Section 2.1(a) hereof and the then current holder of the Ma DBS
              Shares or John Ma or Ellingham or his assignee, as the case may
              be, is provided with a like reduction in the resale restrictions
              pertaining to the Ma DBS Shares, subject to applicable corporate,
              securities and other laws and regulations.

     (i) Transactions Requiring Consent of John Ma. The parties agree that,
         until the earlier of December 22, 2001 (unless extended in accordance
         with the Option Agreement but in any event not later than January 22,
         2002) and the date that Ellingham or his nominee has fully exercised
         all of the Option and made full payment thereunder, none of the
         following matters may be undertaken unless such matters first have been
         fully disclosed in writing to, and have received the consent in writing
         of the Ma Group, such consent not to be unreasonably withheld:

         (i)  the sale, lease, exchange, transfer, mortgage, pledge or
              disposition of all or substantially all of the assets and
              undertaking of DBS or any of its Affiliates or other investments;

         (ii) any transaction out of the normal and ordinary course of the
              business and affairs of DBS or M-I; or

         (iii) any proposal or resolution to dissolve, liquidate or wind up DBS
              or M-I or to have either corporation declared or acknowledged,
              insolvent or bankrupt, or to otherwise make or suffer a general
              assignment for the benefit of creditors.

     (j) Termination of Non-Competition Restriction. The parties agree that the
         obligation of John Ma and Angiocure, if any, not to compete against M-I
         or any

<PAGE>



                                      -7-




         related party or its Affiliates is hereby waived and terminated
         absolutely, irrevocably and in perpetuity, irrespective of whether the
         Option is exercised in its entirety by Ellingham or his nominee or any
         other event occurring or not occurring. This provision will survive any
         termination of this Agreement.

3.       COVENANTS

3.1      COVENANTS OF ELLINGHAM.

                  In addition to any of his covenants appearing elsewhere in
this Agreement, Ellingham covenants and agrees to execute all documents, papers
and records, and do all other acts necessary or appropriate, to fully accomplish
the transactions described herein and to fully effectuate the intent of the
parties with respect to the subject matter hereof.

3.2      COVENANTS OF THE MA GROUP.

         In addition to any of his or its covenants appearing elsewhere in this
Agreement, John Ma covenants and agrees (as applicable) as follows:

     (a) Authority. John Ma and Angiocure will execute all documents, papers and
         records, and do all other acts necessary or appropriate, to fully
         accomplish the transactions described herein and to fully effectuate
         the intent of the parties with respect to the subject matter hereof.

     (b) Title to Assets. John Ma and Angiocure each covenant and represent that
         any and all right, title and interest in the Ma Stent and intellectual
         property and technology associated therewith or derived therefrom have
         been fully and completely conveyed by John Ma and Angiocure to M-I,
         John Ma has absolutely no interest therein and John Ma will make no
         claim thereto, provided that if Ellingham or his nominee has not fully
         exercised the Option, John Ma and Angiocure will have the right to seek
         payment of the royalties contemplated by the Share Purchase Agreement
         dated January 19, 1999 between M-I and John Ma.

     (c) Withdrawal of Complaint to British Columbia Securities Commission. John
         Ma and Angiocure each covenant that they will request the complaint ,
         (the "BCSC COMPLAINT") lodged by them with the British Columbia
         Securities Commission regarding the share exchange of the DBS Shares
         for the M-I Shares to be withdrawn within three business days of the
         date of execution of this Agreement, will provide to the other parties
         written confirmation of such request (together with copies of all
         documentation with respect to the BCSC Complaint) within three business
         days of the date of execution of this Agreement and will not take any
         further action with respect to the BCSC Complaint, or make any other
         complaint to, or take any other action with, the BCSC or any other
         regulatory authority respecting the subject matter of this Settlement
         Agreement until the earlier of December 22, 2001 (unless extended in
         accordance with the Option Agreement) and the termination of the Escrow
         Agreement.

<PAGE>



                                      -8-



3.3      COVENANTS OF M-I.

         In addition to any of its covenants appearing elsewhere in this
Agreement, M-I covenants and agrees as follows:

     (a) Authority. M-I will execute all documents, papers and records, and do
         all other acts necessary or appropriate, to fully accomplish the
         transactions described herein and to fully effectuate the intent of the
         parties with respect to the subject matter hereof.

     (b) Shareholder Rights. M-I acknowledges that, aside from any right to vote
         the Ma M-I Shares while the Voting Agreement is in force, John Ma
         retains all rights as the holder of the Ma M-I Shares including,
         without limitation, the right to receive dividends and any information
         delivered from time to time by M-I to its shareholders.

     (c) Removal of Legend. Upon delivery to M-I of certificates representing Ma
         M-I Shares bearing a Rule 144 or Regulation S (as hereinafter defined)
         legend, M-I shall, in exchange therefor, issue or cause to be issued to
         the then holder of the Ma M-I Shares a certificate without a legend
         representing that number of Ma M-I Shares which shall be considered
         "unrestricted securities" for the purposes of Rule 144 at such time as
         those securities become "unrestricted" and in that regard and at the
         same time M-I shall issue or cause to be issued a certificate with the
         appropriate legend to that same holder representing those shares which
         will continue to be considered "restricted securities" for the purposes
         of Rule 144.

     (d) Regulation S After Escrow Agreement. In the event that the then holder
         of the M-I Shares, or any portion thereof, desires to transfer those
         shares at a time after the termination of the Escrow Agreement when
         those shares are still prohibited from transfer into the United States
         of America because of the transfer restrictions specified by the
         provisions of Regulation S ("REGULATION S") promulgated under the U.S.
         Securities Act of 1933, as amended, upon the receipt by M-I of an a
         declaration by that holder, in such form reasonably satisfactory to M-I
         or its counsel, that those shares will be transferred only to a non U.
         S. person in a transaction permitted by the provisions of Regulation
         S;; M-I shall take any and all reasonable action necessary or
         appropriate to cause such transfer to occur on a timely basis,
         including, without limitation, authorizing, empowering and instructing
         its counsel or, if instead requested by the holder, assisting counsel
         appointed by the holder, to prepare and deliver to M-I's transfer
         agent, if any, an opinion of such counsel, if required by such transfer
         agent, based on verifiable and demonstrable facts, which such counsel
         has reasonable grounds to believe and does, in fact, believe to be
         true, opining that such transaction will not be required to be
         registered and a prospectus delivered pursuant to the provisions of the
         Securities Act of 1933, as amended, pursuant to an exemption from such
         registration and prospectus delivery requirements, provided that if
         such counsel can not in good faith, confirm through no fault of its
         own, after having made all reasonable efforts, that such transaction is
         exempt from such registration and prospectus



<PAGE>


                                      -9-



         delivery requirements, such counsel will not be obligated to provide
         such opinion and neither M-I nor its counsel (if used) shall have any
         liability to such holder for the failure to deliver such opinion and
         further provided that the holder shall deliver to M-I with such
         declaration referred to above the sum of US$1,000 to pay for the cost
         of such opinion if it is to be prepared by M-I's counsel, (if such
         opinion is not required, M-I will return such amount to the holder);
         provided, however, that as a condition precedent to any such action by
         M-I, M-I shall, or shall instruct its transfer agent, if any, to, cause
         to be imprinted on the certificate representing those shares the
         appropriate legend specifying that those shares may not be transferred
         in a transaction which would cause those shares to be transferred to or
         for the account of a U.S person (as that term is defined by the
         provisions of Regulation S) or transferred into the United States until
         permitted by the provisions of Regulation S and further provided that
         if M-I determines, based on verifiable and demonstrable facts, which
         management of M-I has reasonable grounds to believe and does, in fact,
         believe to be true, that such transaction would be required to be
         registered and a prospectus delivered pursuant to the provisions of the
         Securities Act of 1933, as amended, and that no exemption from such
         registration and prospectus delivery requirements would be available,
         M-I may take any and all action necessary or appropriate to prevent
         such transfer from occurring, including, without limitation,
         instructing M-I's transfer agent, if any, to stop the transfer of those
         shares.

3.4      COVENANTS OF DBS.

         In addition to any of its covenants appearing elsewhere in this
Agreement, DBS covenants and agrees as follows:

     (a) Authority. DBS will execute all documents, papers and records, and do
         all other acts necessary or appropriate, to fully accomplish the
         transactions described herein and to fully effectuate the intent of the
         parties with respect to the subject matter hereof.

     (b) Shareholder Rights. DBS acknowledges that, aside from any right to vote
         the Ma M-I Shares while the Voting Agreement is in force, John Ma
         retains all rights as the holder of the Ma DBS Shares including,
         without limitation, the right to receive dividends and any information
         delivered from time to time by DBS to its shareholders.

     (c) Removal of Legend. Upon delivery to DBS of certificates representing Ma
         DBS Shares bearing a Rule 144 or Regulation S legend, DBS shall, in
         exchange therefor, issue or cause to be issued to the then holder of
         the Ma DBS Shares a certificate without a legend representing that
         number of Ma DBS Shares which shall be considered "unrestricted
         securities" for the purposes of Rule 144 at such time as those
         securities become "unrestricted" and in that regard and at the same
         time DBS shall issue or cause to be issued a certificate with the
         appropriate legend to that same holder representing those shares which
         will continue to be considered "restricted securities" for the purposes
         of Rule 144.


<PAGE>


                                      -10-

     (d) Regulation S After Escrow Agreement. In the event that the then holder
         of the DBS Shares, or any portion thereof, desires to transfer those
         shares at a time after the termination of the Escrow Agreement when
         those shares are still prohibited from transfer into the United States
         of America because of the transfer restrictions specified by the
         provisions of Regulation S ("REGULATION S") promulgated under the U.S.
         Securities Act of 1933, as amended, upon the receipt by DBS of an a
         declaration by that holder, in such form reasonably satisfactory to DBS
         or its counsel, that those shares will be transferred only to a non U.
         S. person in a transaction permitted by the provisions of Regulation S;
         DBS shall take any and all reasonable action necessary or appropriate
         to cause such transfer to occur on a timely basis, including, without
         limitation, authorizing, empowering and instructing its counsel or, if
         instead requested by the holder, assisting counsel appointed by the
         holder, to prepare and deliver to DBS' transfer agent, if any, an
         opinion of such counsel, if required by such transfer agent, based on
         verifiable and demonstrable facts, which such counsel has reasonable
         grounds to believe and does, in fact, believe to be true, opining that
         such transaction will not be required to be registered and a prospectus
         delivered pursuant to the provisions of the Securities Act of 1933, as
         amended, pursuant to an exemption from such registration and prospectus
         delivery requirements, provided that if such counsel can not in good
         faith, confirm through no fault of its own, after having made all
         reasonable efforts, that such transaction is exempt from such
         registration and prospectus delivery requirements, such counsel will
         not be obligated to provide such opinion and neither DBS nor its
         counsel (if used) shall have any liability to such holder for the
         failure to deliver such opinion and further provided that the holder
         shall deliver to DBS with such declaration referred to above the sum of
         US$1,000 to pay for the cost of such opinion if it is to be prepared by
         DBS' counsel, (if such opinion is not required, DBS will return such
         amount to the holder); provided, however, that as a condition precedent
         to any such action by DBS, DBS shall, or shall instruct its transfer
         agent, if any, to, cause to be imprinted on the certificate
         representing those shares the appropriate legend specifying that those
         shares may not be transferred in a transaction which would cause those
         shares to be transferred to or for the account of a U.S person (as that
         term is defined by the provisions of Regulation S) or transferred into
         the United States until permitted by the provisions of Regulation S and
         further provided that if DBS determines, based on verifiable and
         demonstrable facts, which management of DBS has reasonable grounds to
         believe and does, in fact, believe to be true, that such transaction
         would be required to be registered and a prospectus delivered pursuant
         to the provisions of the Securities Act of 1933, as amended, and that
         no exemption from such registration and prospectus delivery
         requirements would be available, DBS may take any and all action
         necessary or appropriate to prevent such transfer from occurring,
         including, without limitation, instructing DBS' transfer agent, if any,
         to stop the transfer of those shares.

3.5      COVENANTS OF OTHER PARTIES

         Aside from any of their respective covenants appearing elsewhere in
this Agreement, the parties to this Agreement other than Ellingham, John Ma,
Angiocure, M-I and


<PAGE>


                                      -11-


DBS will execute all documents, papers and records, and do all other acts
necessary or appropriate, to fully accomplish the transactions described herein
and to also fully effectuate the intent of the parties with respect to the
subject matter hereof. Peter Jensen also hereby acknowledges that the 750,000
M-I Shares which are registered in the name of Lines Overseas Management Limited
("LOM") are held in trust for Peter Jensen and others and that Peter Jensen has
all necessary authority to deal with such shares including, without limitation,
the authority to enter into the Escrow Agreement and to cause such shares to be
deposited in escrow in accordance with the terms thereof and hereby agrees to
instruct and direct LOM to deliver the certificates representing such shares to
DuMoulin Black in accordance with the Order of the Honourable Madam Justice
Allan dated June 22, 2001, to instruct and direct DuMoulin Black to deliver the
said certificates to the Escrow Holder to be held pursuant to the Escrow
Agreement and to instruct and direct LOM execute any and all agreements,
instruments and other documents necessary to complete all matters contemplated
by this Agreement and Escrow Agreement in respect of such 750,000 M-I Shares or
the DBS Shares which may be issued in exchange therefor.

4.       REPRESENTATIONS AND WARRANTIES

4.1      REPRESENTATIONS AND WARRANTIES OF M-I.

         In addition to any of its representations and warranties appearing
elsewhere in this Agreement, M-I represents and warrants as follows:

     (a) Corporate Status. Each of M-I Vascular Innovations, Inc. and MIVI
         Technologies Inc. is a corporation duly organized, validly existing and
         in good standing under the laws of its jurisdiction of incorporation,
         and has all necessary corporate powers to own its assets and carry on
         its business as now owned and operated.

     (b) Authority to Contract. The execution and delivery of this Agreement and
         the completion of the transactions contemplated herein have been duly
         and validly authorized by all necessary corporate actions on the part
         of M-I and this Agreement constitutes a legal, valid and binding
         obligation of M-I enforceable against M-I in accordance with its terms
         except as may be limited by laws of general application affecting the
         rights of creditors.

     (c) No Default. The consummation by M-I of the transactions contemplated
         herein will not result in or constitute: (i) a breach of any term or
         condition of this Agreement, (ii) a default or an event that, with
         notice or lapse of time or both, would constitute a default, breach or
         violation of the constating documents of M-I or any license, promissory
         note or other agreement, instrument or arrangement to which M-I is a
         party, or (iii) an event that would permit any party to terminate an
         agreement or to accelerate the maturity of any obligation of M-I.

     (d) Third Party Consents. There is no requirement under any Contract to
         give any notice to or to obtain the consent or approval of, any party
         to such Contract relating to the consummation of the transactions
         contemplated by this Agreement.

<PAGE>


                                      -12-


     (e) No Court Orders. Except with respect to the Legal Action, no court
         orders have been made against M-I and the execution and delivery of
         this Agreement by M-I does not, and the consummation of the
         transactions contemplated herein will not, breach the terms of any
         order of any court.

     (f) No Regulatory Consents. There is no requirement to make any filing
         with, give any notice to or to obtain any license, permit, certificate,
         registration, authorization, consent or approval of, any governmental
         or regulatory authority, with the exception of any relevant securities
         regulators, as a condition to the lawful consummation of the
         transactions contemplated by this Agreement.

     (g) Litigation. Except with respect to the Legal Action, there is no
         litigation or administrative or governmental proceeding or inquiry
         pending or to the knowledge of M-I threatened against or relating to
         M-I nor does M-I know of or have reasonable grounds for believing that
         there is any basis for any action, proceeding, or inquiry.

     (h) Capital Structure. M-I has authorized capital consisting of 25,000,000
         common shares with a par value of U.S.$0.001 per share. As at the date
         hereof, there were 16,347,856 common shares issued, outstanding, and
         fully paid. See Schedule "F" for further particulars of share capital.
         A list of all of the holders of all classes of securities of M-I
         current to the date first written above, as well as a description of
         the issued share capital and all outstanding options, warrants and all
         convertible or exchangeable securities of M-I is set out in Schedule
         "F". The Ma M-I Shares have been issued in accordance with all
         applicable corporate and securities laws, rules, regulations and
         policies.

     (i) No Additional Common Shares. Except as set out in Schedule "F" hereto
         or as made pursuant to this Agreement, no person now has any agreement
         or other contract for the acquisition, purchase, subscription,
         allotment or issuance of any common shares in M-I unless such
         agreements or contracts are related to financing for M-I on
         commercially reasonable terms.

     (j) No Transfer Restrictions. No shareholder agreement or other Contracts
         are in effect which affect transferability of the M-I Shares currently
         issued and outstanding.

     (k) Not Insolvent. M-I is neither an "insolvent person" nor a "bankrupt" as
         each such term is defined under the U.S. Bankruptcy Code, as amended
         from time to time.

     (l) Compliance with Law. M-I is in material compliance with all relevant
         federal, state, municipal and local laws, statutes, ordinances, bylaws
         and regulations, and orders, directives and decisions rendered by any
         regulatory authority with respect to the operations of its business and
         the ownership of its assets.

     (m) Insurance. M-I has in full force and effect all insurance coverage as
         is required by law and such insurance in the amounts and by types of
         coverage as is customary

<PAGE>


                                      -13-


         for businesses similar to that of M-I including, without limitation,
         insurance against loss or damage to its assets.

     (n) Dividends. M-I has not declared or paid any dividends of any kind or
         declared or made any other distribution of any kind whatsoever
         including, without limitation, by way of redemption, repurchase or
         reduction of its authorized capital.

     (o) Sale Restrictions. M-I has not engaged in any action intended to affect
         the restrictions on the sale of M-I Shares.

4.2      REPRESENTATIONS AND WARRANTIES OF DBS.

         In addition to any of its representations and warranties appearing
elsewhere in this Agreement, DBS represents and warrants as follows:

     (a) Corporate Status. DBS is a company duly organized, validly existing,
         and in good standing under the laws of the State of Nevada and has all
         necessary corporate powers to own its assets and carry on its business
         as currently owned and operated.

     (b) Authority to Contract. The execution and delivery of this Agreement and
         the completion of the transactions contemplated herein have been duly
         and validly authorized by all necessary corporate action on the part of
         DBS and this Agreement constitutes a legal, valid and binding
         obligation of DBS enforceable against DBS in accordance with its terms
         except as may be limited by laws of general application affecting the
         rights of creditors.

     (c) No Default. The consummation by DBS of the transactions contemplated
         herein will not result in or constitute: (i) a breach of any term or
         condition of this Agreement, (ii) a default or an event that, with
         notice or lapse of time or both, would constitute a default, breach or
         violation of the constating documents of DBS or any license, promissory
         note or other agreement, instrument or arrangement to which DBS is a
         party, or (iii) an event that would permit any party to terminate an
         agreement or to accelerate the maturity of any obligation of DBS.

     (d) Third Party Consents. There is no requirement under any Contract to
         give any notice to or to obtain the consent or approval of, any party
         to such Contract relating to the consummation of the transactions
         contemplated by this Agreement.

     (e) No Court Orders. Except with respect to the Legal Action, no court
         orders have been made against DBS and the execution and delivery of
         this Agreement by DBS does not, and the consummation of the
         transactions contemplated herein will not, breach the terms of any
         order of any court.

     (f) No Regulatory Consents. There is no requirement to make any filing
         with, give any notice to or to obtain any license, permit, certificate,
         registration, authorization, consent or approval of, any governmental
         or regulatory authority,

<PAGE>



                                      -14-


         with the exception of any relevant securities regulators, as a
         condition to the lawful consummation of the transactions contemplated
         by this Agreement.

     (g) Litigation. Except with respect to the Legal Action, there is no
         litigation or administrative or governmental proceeding or inquiry
         pending or to the knowledge of DBS threatened against or relating to
         DBS nor does DBS know of or have reasonable grounds for believing that
         there is any basis for any action, proceeding, or inquiry.

     (h) Capital Structure. DBS has authorized capital consisting of 20,000,000
         common shares with a par value of U.S.$0.001 per share. As at the date
         hereof, there were 16,665,500 common shares issued, outstanding, and
         fully paid and the additional common shares to be issued upon the share
         exchange with the M-I shareholders as set forth in Schedule "G". A list
         of the holders of all classes of securities of DBS current to the date
         first written above, as well as a description of the issued share
         capital and all outstanding options, warrants and all convertible or
         exchangeable securities of DBS is set out in Schedule "G".

     (i) No Additional Common Shares. Except as set out in Schedule "G" hereto
         or as made pursuant to this Agreement, no person now has any agreement
         or other contract for the acquisition, purchase, subscription,
         allotment or issuance of any common shares in DBS.

     (j) No Transfer Restrictions. No shareholder agreement or other Contracts
         are in effect which affect transferability of the DBS Shares currently
         issued and outstanding.

     (k) Not Insolvent. DBS is neither an "insolvent person" nor a "bankrupt" as
         each such term is defined under the U.S. Bankruptcy Code, as amended
         from time to time.

     (l) Compliance with Law. DBS is in material compliance with all relevant
         federal, state, municipal and local laws, statutes, ordinances, bylaws
         and regulations, and orders, directives and decisions rendered by any
         regulatory authority with respect to the exploitation of its business
         and the operations of its assets except that DBS has not filed with the
         United States Securities and Exchange Commission the financial
         statements required in connection with DBS's Form 8-K dated May 15,
         2001.

     (m) Insurance. DBS has in full force and effect all insurance coverage as
         is required by law and such insurance in the amounts and by types of
         coverage as is customary for businesses similar to that of DBS
         including, without limitation, insurance against loss or damage to its
         assets.

     (n) Dividends. DBS has not declared or paid any dividends of any kind or
         declared or made any other distribution of any kind whatsoever
         including, without limitation, by way of redemption, repurchase or
         reduction of its authorized capital.

     (o) Sale Restrictions. DBS has not engaged in any action intended to affect
         the restrictions on the sale the DBS Shares issued or to be issued in
         exchange for the M-I Shares.

<PAGE>

                                     - 15 -


4.3      REPRESENTATIONS AND WARRANTIES OF THE MA GROUP

         In addition to any of its representations and warranties appearing
elsewhere in this Agreement, John Ma and Angiocure jointly and severally
represent and warrant as follows:

         (a)      Corporate Status. Angiocure is a corporation duly organized,
                  validly existing and in good standing under the laws of the
                  Province of British Columbia, and has all necessary corporate
                  powers to own its assets and carry on its business as now
                  owned and operated.

         (b)      Authority to Contract. The execution and delivery of this
                  Agreement and the completion of the transactions contemplated
                  herein have been duly and validly authorized by all necessary
                  corporate actions on the part of Angiocure and this Agreement
                  constitutes a legal, valid and binding obligation of Angiocure
                  and John Ma enforceable against Angiocure and John Ma in
                  accordance with its terms except as may be limited by laws of
                  general application affecting the rights of creditors.

         (c)      No Default. The consummation by Angiocure and John Ma of the
                  transactions contemplated herein will not result in or
                  constitute: (i) a breach of any term or condition of this
                  Agreement, (ii) a default or an event that, with notice or
                  lapse of time or both, would constitute a default, breach or
                  violation of the constating documents of Angiocure or any
                  license, promissory note or other agreement, instrument or
                  arrangement to which Angiocure or John Ma is a party, or (iii)
                  an event that would permit any party to terminate an agreement
                  or to accelerate the maturity of any obligation of Angiocure
                  or John Ma.

         (d)      Third Party Consents. There is no requirement under any
                  Contract to give any notice to or to obtain the consent or
                  approval of, any party to such Contract relating to the
                  consummation of the transactions contemplated by this
                  Agreement.

         (e)      No Court Orders. Except with respect to the Legal Action, no
                  court orders have been made against Angiocure or John Ma and
                  the execution and delivery of this Agreement by Angiocure or
                  John Ma does not, and the consummation of the transactions
                  contemplated herein will not, breach the terms of any order of
                  any court.

         (f)      No Regulatory Consents. There is no requirement to make any
                  filing with, give any notice to or to obtain any license,
                  permit, certificate, registration, authorization, consent or
                  approval of, any governmental or regulatory authority, with
                  the exception of any relevant securities regulators, as a
                  condition to the lawful consummation of the transactions
                  contemplated by this Agreement.


<PAGE>

                                     - 16 -


         (g)      Litigation. Except with respect to the Legal Action, there is
                  no litigation or administrative or governmental proceeding or
                  inquiry pending or to the knowledge of Angiocure or John Ma
                  threatened against or relating to Angiocure or John Ma nor
                  does Angiocure or John Ma know of or have reasonable grounds
                  for believing that there is any basis for any action,
                  proceeding, or inquiry.

         (h)      Sale Restrictions. John Ma has not engaged in any action
                  intended to affect the restrictions on the sale of Ma M-I
                  Shares.

4.4      REPRESENTATIONS AND WARRANTIES OF OTHER PARTIES

         In addition to any of its representations and warranties appearing
elsewhere in this Agreement, the parties to this Agreement other than M-I, DBS
and the Ma Group (collectively, the "OTHER PARTIES") severally and not jointly
represent and warrant in respect of such themselves only as follows:

         (a)      Corporate Status. If the Other Party is a corporation, it is a
                  corporation duly organized, validly existing and in good
                  standing under the laws of its jurisdiction of incorporation,
                  and has all necessary corporate powers to own its assets and
                  carry on its business as now owned and operated.

         (b)      Authority to Contract. The execution and delivery of this
                  Agreement and the completion of the transactions contemplated
                  herein have been duly and validly authorized by all necessary
                  corporate actions on the part of each of the Other Parties
                  that is a corporation and this Agreement constitutes a legal,
                  valid and binding obligation of each of the Other Parties
                  enforceable against each of the Other Parties in accordance
                  with its terms except as may be limited by laws of general
                  application affecting the rights of creditors.

         (c)      No Default. The consummation by each of the Other Parties of
                  the transactions contemplated herein will not result in or
                  constitute: (i) a breach of any term or condition of this
                  Agreement, (ii) a default or an event that, with notice or
                  lapse of time or both, would constitute a default, breach or
                  violation of the constating documents of each of the Other
                  Parties that is a corporation or any license, promissory note
                  or other agreement, instrument or arrangement to which each of
                  the Other Parties is a party, or (iii) an event that would
                  permit any party to terminate an agreement or to accelerate
                  the maturity of any obligation of each of the Other Parties.

         (d)      Third Party Consents. There is no requirement under any
                  Contract to give any notice to or to obtain the consent or
                  approval of, any party to such Contract relating to the
                  consummation of the transactions contemplated by this
                  Agreement.

         (e)      No Court Orders. Except with respect to the Legal Action, no
                  court orders have been made against each of the Other Parties
                  and the execution and delivery of this Agreement by each of
                  the Other Parties does not, and the consummation of the


<PAGE>

                                     - 17 -

                  transactions contemplated herein will not, breach the terms of
                  any order of any court.

         (f)      No Regulatory Consents. There is no requirement to make any
                  filing with, give any notice to or to obtain any license,
                  permit, certificate, registration, authorization, consent or
                  approval of, any governmental or regulatory authority, with
                  the exception of any relevant securities regulators, as a
                  condition to the lawful consummation of the transactions
                  contemplated by this Agreement.

         (g)      Litigation. Except with respect to the Legal Action, there is
                  no litigation or administrative or governmental proceeding or
                  inquiry pending or to the knowledge of each of the Other
                  Parties threatened against or relating to each of the Other
                  Parties in respect of the M-I Shares or DBS Shares held by
                  each of the Other Parties nor does each of the Other Parties
                  know of or have reasonable grounds for believing that there is
                  any basis for any action, proceeding, or inquiry.

         (h)      Sale Restrictions. None of the Other Parties has engaged in
                  any action intended to affect the restrictions on the sale of
                  M-I Shares held by it or the DBS Shares issued or to be issued
                  in exchange for the M-I Shares held by it.

5.       SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

5.1      SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES.

         All covenants, representations, warranties, certificates and agreements
made by one party pursuant to this Agreement will, unless otherwise expressly
stated herein, survive the closing of the transactions contemplated herein and
any due diligence investigation performed at any time by or on behalf of the
other parties and will continue in full force and effect for the benefit of such
other parties.

6.       GENERAL

6.1      COOPERATION.

         Each party will cooperate with and assist the other to perform its
obligations hereunder, which cooperation and assistance will include but not be
limited to providing the other parties with all information and material in such
party's care or control that the other parties reasonably require to perform
their respective obligations hereunder.

6.2      COSTS.

         Each of the relevant parties will bear their own costs in connection
with the transactions contemplated in this Agreement. The fees of the Escrow
Holder will be paid by M-I.


<PAGE>


                                     - 18 -

6.3      COUNTERPARTS/FACSIMILE.

         This Agreement may be executed in any number of counterparts with the
same effect as if all parties had all signed the same document. All counterparts
will be construed together and will constitute one and the same agreement. This
Agreement may be executed by the parties and transmitted by fax and if so
executed and transmitted this Agreement will be for all purposes as effective as
if the parties had delivered an executed original Agreement.

6.4 DRAFTING AND EXECUTING PARTIES.

         Each party to this Agreement has cooperated in the drafting and
preparation of this Agreement. Thus, in any construction to be made of this
Agreement, the same will not be construed against any party. This Agreement is
for the benefit only of those parties who have executed it (the "EXECUTING
PARTIES"), and is binding on all Executing Parties irrespective of whether other
intended parties have not executed it. The Executing Parties agree to amend the
Consent Dismissal Order and Mutual Releases if necessary to exclude reference to
any intended parties who are not Executing Parties, such amendments will be to
revise such documents to properly reflect the intended consequences thereof
excluding such intended parties.

6.5      ENTIRE AGREEMENT.

         This Agreement, including the Schedules hereto, constitutes the entire
Agreement between the parties hereto. There are not and will not be any verbal
statements, representations, warranties, undertakings or agreements between the
parties and this Agreement may not be amended or modified in any respect except
by written instruments signed by all of the Executing Parties.

6.6      ENUREMENT.

         This Agreement will enure to the benefit of and be binding on the
respective heirs, executors, administrators, successors and permitted assigns,
as the case may be, of each of the Executing Parties.

6.7      FURTHER ASSURANCES.

         The parties will execute such further assurances and other documents
and instruments and do such further and other things as may be reasonably
necessary to implement and carry out the intent of this Agreement.

6.8      GOVERNING LAW.

         This Agreement has been entered into and delivered and will be
construed in accordance with, and governed by, the laws of the Province of
British Columbia without regard to the conflict of laws, and the parties will
attorn to the exclusive jurisdiction of the courts of the Province of British
Columbia located in the County of Vancouver.


<PAGE>

                                     - 19 -

6.9      HEADINGS.

         The division of this Agreement into sections and the insertion of
headings are for convenience of reference only and will not affect the
construction or interpretation of this Agreement.

6.10     NOTICES.

         Any notice required or permitted to be given hereunder will be in
writing and may be delivered in person, by fax or by other recorded
communication addressed to the respective parties at their address set forth
below or such changed address or fax number as may be given by a party to the
others by such written notice. Any such notice will be considered to have been
given when personally delivered, or upon receipt of acknowledgement of receipt
if sent by fax or other recorded communication. Any party may change its address
or fax number for the purposes of this Section 6.10 by giving the other party
written notice of the new address or fax number in the manner set forth above.

                  The addresses for notice purposes are as follows:

         HEATH ELLINGHAM, of 7919 Woodland Drive,
         Burnaby, B.C.

         Fax No.:  (604) 444-5883

         ANGIOCURE TECHNOLOGIES, INC.,
         ZHI-YONG MA ALSO KNOWN AS JOHN MA

         both c/o of #2600 - 700 West Georgia Street,
         Vancouver, B.C.,  V7Y 1B3

         Attention:  Kevin Woodall and Brian Canfield

         Fax No.:  (604) 661-9349

         with a copy to:

         Blake Cassels & Graydon LLP
         #2600 - 595 Burrard Street
         Vancouver, B.C.  V7X 1L3

         Fax No.:  (604) 631-3309

         Attention:  Wei Shao

         M-I VASCULAR INNOVATIONS, INC.
         MIVI TECHNOLOGIES INC.
         both c/o of Unit 1, 8765 Ash Street
         Vancouver, B.C.

         Attention:  Stephen Walters

         Fax No.:  (604) 301-9546



<PAGE>

                                     - 20 -

         With a copy to:

         Lawson Lundell
         1600 Cathedral Place
         925 West Georgia Street
         Vancouver, B.C. V6C 3L2

         Attention:  Craig Ferris and Marko Vesely

         Fax No.:  (604) 669-1620

         JAMES DAVIDSON, of 108 Alfred Street, Alexandria,
         Virginia, U.S.A.,

         Fax No.:  (604) 687-8772

         NEW PARADIGM CAPITAL, LTD.
         c/o Waterstreet Corporate Services Ltd.
         27 Reid Street, Hamilton HM11, Bermuda

         Fax No.:  (604) 687-8772

         ISAIAH CAPITAL TRUST
         LINDSAY CAPITAL CORPORATION
         both c/o Insinger Trust (Jersey) Limited
         28-30 The Parade
         St. Helier, Jersey, Channel Islands

         Fax No.:  (604) 687-8772

         With a copy to:

         DUMOULIN BLACK
         Barristers & Solicitors
         10th Floor
         595 Howe Street
         Vancouver, B.C.
         V6C 2T5

         Attention:  Kenneth W. Ball and Corey M. Dean

         Fax No.:  (604) 687-8772

         PETER JENSEN
         c/o of #2550 - 555 West Hastings Street,
         Vancouver, B.C.

         Fax No.:  (604) 684-0916

<PAGE>

                                     - 21 -

         DBS HOLDINGS INC.
         1-8765 Ash Street
         Vancouver, British Columbia V6P 6T3

         Fax No.:  (604) 301-9546

         ALLAN LINDSAY, of
         1260-999 West Hastings Street,
         Vancouver, B.C.

         Fax No.:  (604) 687-8772

         DEVLIN JENSEN, Barristers and Solicitors, of
         #2550 - 555 West Hastings Street,
         Vancouver, B.C.

         Fax No.:  (604) 684-0916

         DR. ROBERT IAN GORDON BROWN, of
         245 East Columbia Street, Suite 102, New Westminster, B.C.

         Fax No.:  (604) 687-8772

         PEDRO MARCOS TOSETTI also known as KITO TOSETTI, of
         Unit 80, 3031 Williams Road, Richmond, B.C.

         Fax No.:  (604) 687-8772

6.11     SEVERABILITY.

         If any one or more provisions of this Agreement is invalid, illegal or
found to be unenforceable (by a court from which there is no appeal, or no
appeal is taken in any jurisdiction) for any reason whatsoever, the validity,
legality or enforceability of such provision or provisions will not in any way
be affected or impaired thereby in any other jurisdiction, and the
unenforceability will not affect the validity, legality or enforceability of the
remaining provisions of the Agreement, and the unenforceable, illegal or invalid
provision or provisions will be severable from the remainder of this Agreement,
provided that this severance does not alter the basic structure of this
Agreement. In such event, the parties will renegotiate this Agreement in good
faith, but should such negotiations not result in a new agreement within 90 days
of the initiation of such negotiations, then this Agreement may be terminated by
either party by 30 days written notice to the other party.

6.12     TIME OF THE ESSENCE.

         Time will be of the essence of this Agreement and the transactions
contemplated hereby.

6.13     WAIVER.


<PAGE>

                                     - 22 -


         No provision of this Agreement will be deemed to be waived unless such
waiver is in writing. Any waiver of any default by any party hereto in the
observance or of the performance of any part of this Agreement will not extend
to or be taken in any manner to affect any other default.

6.14     LEGAL AND TAX ADVICE.

         Each of the parties hereto covenants, agrees and acknowledges that each
of them was fully and plainly instructed to seek and obtain independent legal
and tax advice regarding the terms and conditions and execution of this
Agreement and each of them has sought and obtained such legal and tax advice and
acknowledges that each has executed this Agreement voluntarily understanding the
nature and effect of this Agreement after receiving such advice.

         IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
on the date and year first written above as to himself or itself alone and
without responsibility for acts, omissions, obligations or statements of any
other party hereto except as otherwise provided herein.

SIGNED, SEALED and DELIVERED by             )
HEATH ELLINGHAM in the presence of:         )
                                            )
                                            )
--------------------------------------------) "HEATH ELLINGHAM"
Name                                        ) -----------------------
                                            ) HEATH ELLINGHAM
--------------------------------------------)
Address                                     )
                                            )
--------------------------------------------)
                                            )
--------------------------------------------)
Occupation                                  )

<PAGE>


                                     - 23 -

SIGNED, SEALED and DELIVERED by             )
ZHI-YONG MA in the presence of:             )
                                            )
                                            )
--------------------------------------------) "ZHI-YONG MA"
Name                                        ) -----------------------
                                            ) ZHI-YONG MA
--------------------------------------------)
Address                                     )
                                            )
--------------------------------------------)
                                            )
--------------------------------------------)
Occupation                                  )



                                              ANGIOCURE TECHNOLOGIES INC.

                                              Per:   "ZHI-YONG MA"
                                                     ---------------------------
                                                     Authorized Signatory

                                              M-I VASCULAR INNOVATIONS, INC.

                                              Per:   "Stephen Walters"
                                                     ---------------------------
                                                     Authorized Signatory

                                              MIVI TECHNOLOGIES INC.

                                              Per:             "-"
                                                     ---------------------------
                                                     Authorized signatory

                                              DBS HOLDINGS INC.

                                              Per:   "Stephen Walters"
                                                     ---------------------------
                                                     Authorized Signatory


<PAGE>

                                     - 24 -

SIGNED, SEALED and DELIVERED by            )
JAMES DAVIDSON in the presence of:         )
                                           )
                                           )
-------------------------------------------)
Name                                       )  "James Davidson"
                                           )  -----------------------------
                                           )  JAMES DAVIDSON
-------------------------------------------)
Address                                    )
                                           )
-------------------------------------------)
                                           )
-------------------------------------------)
Occupation                                 )

                                              NEW PARADIGM CAPITAL, LTD.


                                              Per:   "James Davidson"
                                                     ---------------------------
                                                     Authorized Signatory

                                              ISAIAH CAPITAL TRUST

                                              Per:   "Kate Berry"
                                                     ---------------------------

                                                     "C. Simpson"
                                                     ---------------------------
                                                     Authorized Signatory

                                              LINDSAY CAPITAL CORPORATION

                                              Per:   "Kate Berry"
                                                     ---------------------------

                                                     "C. Simpson"
                                                     ---------------------------
                                                     Authorized Signatory



<PAGE>

                                     - 25 -

SIGNED, SEALED and DELIVERED by         )
PETER JENSEN in the presence of:        )
                                        )
                                        )
                                        )
----------------------------------------)
Name                                    )  "Peter Jensen"
                                        )  ----------------------
                                        )  PETER JENSEN
----------------------------------------)
Address                                 )
                                        )
----------------------------------------)
                                        )
----------------------------------------)
Occupation                              )



SIGNED, SEALED and DELIVERED by         )
ALLAN LINDSAY in the presence of:       )
                                        )
                                        )
                                        )
----------------------------------------)
Name                                    )  "Allan Lindsay"
                                        )  ----------------------
                                        )  ALLAN LINDSAY
----------------------------------------)
Address                                 )
                                        )
----------------------------------------)
                                        )
----------------------------------------)
Occupation                              )



                                           DEVLIN JENSEN

                                           Per:   "Peter Jensen"
                                                  ------------------------------
                                                  Authorized Signatory


<PAGE>


                                     - 26 -

SIGNED, SEALED and DELIVERED by         )
DR. ROBERT IAN GORDON                   )
BROWN in the presence of:               )
                                        )
                                        )
----------------------------------------)
Name                                    )   "Dr. Robert Ian Gordon Brown"
                                        )   ---------------------------------
                                        )   DR. ROBERT IAN GORDON BROWN
----------------------------------------)
Address                                 )
                                        )
----------------------------------------)
                                        )
----------------------------------------)
Occupation                              )



SIGNED, SEALED and DELIVERED by         )
PEDRO MARCOS TOSETTI in the             )
presence of:                            )
                                        )
                                        )
                                        )
----------------------------------------)
Name                                    )   "Pedro Marcos Tosetti"
                                        )   ---------------------------------
                                        )   PEDRO MARCOS TOSETTI
----------------------------------------)
Address                                 )
                                        )
----------------------------------------)
                                        )
----------------------------------------)
Occupation                              )





<PAGE>



                                  SCHEDULE "F"
                    DESCRIPTION OF OUTSTANDING M-I SECURITIES

<TABLE>
<CAPTION>
DESCRIPTION OF        NUMBER ISSUED AND             EXERCISE PRICE                  EXPIRY DATE
SECURITY                OUTSTANDING                (IF APPLICABLE)               (IF APPLICABLE)
--------                -----------                ---------------               ---------------
<S>                      <C>                          <C>                         <C>
Common shares            16,347,856                       N/A                           N/A
Warrants                   381,800                     U.S.$1.25                  April 30, 2002
                                                       U.S.$1.50                  April 30, 2003
</TABLE>




<PAGE>


                                  SCHEDULE "G"
                    DESCRIPTION OF OUTSTANDING DBS SECURITIES


<TABLE>
<CAPTION>
DESCRIPTION OF                         NUMBER ISSUED AND             EXERCISE PRICE             EXPIRY DATE
SECURITY                                 OUTSTANDING                (IF APPLICABLE)            (IF APPLICABLE)
--------                                 -----------                ---------------            ---------------
<S>                                     <C>                          <C>                  <C>
Common shares (1)                          16,665,500                   N/A                          N/A

Warrants (2)                                2,560,000                 U.S.$1.25                 April 30, 2002

                                                                      U.S.$1.50                 April 30, 2003

         Warrants                             748,333                 U.S.$4.00             Nov. 30, 2001 (713,333)

                                                                                            Dec. 27, 2001 (25,000)

                                                                                             Jan. 2, 2002 (10,000)

         Warrants                           1,133,333                 U.S.$1.50                  June 14, 2003

         Options                              260,000                 U.S.$0.55           5 years from date of grant

         Options                            2,500,000                 U.S.$1.00            2 to 5 years from date of
                                                                                                     grant

         Options                            1,750,000                 U.S.$1.20           7 years from date of grant
</TABLE>


(1)      An additional 5,500,000 shares are issued and outstanding, but are held
         in treasury and will be cancelled. Up to an additional 7,337,856 to be
         issued upon the share exchange with remaining M-I Shareholders.

(2)      Up to an additional 381,800 Warrants to be issued upon exchange of M-I
         Warrants upon the exchange with the M-I Warrantholders. Exercise Prices
         and Expiry Dates to be same as M-I Warrants for which they are
         exchanged. See Schedule "F".

<TABLE>
<CAPTION>
                                      NUMBER APPROVED
DESCRIPTION OF                        BY BOARD -  NOT               EXERCISE PRICE                 EXPIRY DATE
SECURITY                                YET ISSUED                  (IF APPLICABLE)              (IF APPLICABLE)
--------                              --------------               ---------------              ---------------
<S>                                      <C>                        <C>                          <C>
Common shares                             75,000                         N/A                          N/A
</TABLE>