EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER

                           DATED AS OF MARCH 12, 2004

                                      AMONG

                            GENESIS BIOVENTURES, INC.

                           GBI ACQUISITION CORPORATION

                                       AND

                             CORGENIX MEDICAL CORP.


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                          AGREEMENT AND PLAN OF MERGER



          AGREEMENT  AND PLAN OF MERGER ("Agreement") dated as of March 12, 2004
                                          ---------
("Agreement  Date"),  by  and  among  GENESIS  BIOVENTURES,  INC.,  a  New  York
  ---------------
corporation  ("PARENT" or "GBI"), GBI ACQUISITION CORP.), a Delaware corporation
               ------
and  a  wholly  owned  subsidiary  of PARENT ("ACQUISITION CORP."), and CORGENIX
                                               ----------------
MEDICAL  CORPORATION,  a  Nevada  corporation ("TARGET" or "Corgenix").  Certain
                                                ------
capitalized  terms  used  herein shall have the meanings as set forth in Article
                                                                         -------
XIII  hereof.
----

     WHEREAS, the parties hereto have entered into a Letter of Intent dated July
31,  2003, as amended, with respect to a prospective combination of the business
of  TARGET  with  PARENT;

     WHEREAS,  the  combination  is  subject  to  a  financing  condition;

     WHEREAS,  the  parties  currently  believe  that  PARENT  has  a reasonable
opportunity to satisfy the financing condition, and wish to express their mutual
obligation  with  respect  to  the  terms  of  the  transactions, subject to the
conditions  thereof;

     WHEREAS,  the parties hereto desire to effect the merger of TARGET with and
into  ACQUISITION  CORP. (the "Merger") pursuant to the applicable provisions of
                               ------
the  Delaware  General  Corporation  Law  (the  "DGCL"):
                                                 ----

     WHEREAS,  the  Board  of Directors of each of PARENT, ACQUISITION CORP. and
TARGET  have  approved the Merger and the terms and conditions of this Agreement
and have determined that the Merger is in the best interests of their respective
stockholders;

          WHEREAS, PARENT, as sole stockholder of ACQUISITION CORP. has approved
the  Merger  for  Acquisition  Corp.

     WHEREAS,  the Board of Directors of each of PARENT and TARGET have directed
that  this  Agreement  and the Merger be submitted to, and have recommended that
they  be  approved  by,  their  respective  stockholders;  and

     WHEREAS,  the  parties  intend  that  the  Merger  qualify  as  a  tax-free
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of  1986,  as  amended.

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants  and  agreements  contained herein, the parties hereto intending to be
legally  bound  hereby  agree  as  follows:

                                   ARTICLE I.
                                   THE MERGER

     1.1     The  Merger.  Subject  to and upon the terms and conditions of this
             -----------
Agreement  and in accordance with the DGCL, at the Effective Time (as defined in
Section  1.2  hereof),  TARGET  shall be merged with and into ACQUISITION CORP.,
------------
which  shall  be the surviving corporation (sometimes hereinafter referred to as
the  "SURVIVING  CORPORATION")  in  the  Merger.
      ----------------------


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     1.2     Effective  Time.  If  all the conditions to the Merger set forth in
             ---------------
Articles  VIII  and  IX hereof shall have been fulfilled or waived in accordance
 -------------       --
herewith  and  this Agreement has not been terminated as provided in Article XIV
                                                                     -----------
hereof,  on  the  Closing  Date  the  parties hereto shall cause certificates of
merger  in the form required by the DGCL and the Nevada Business Corporation Act
("NBCA")  (the  "Merger Filings"), to be duly prepared and executed and filed in
                 --------------
accordance  with  the  DGCL  and NBCA.  The Merger shall become effective at the
time  the  Merger  Filings are filed with the Secretary of State of the State of
Delaware  in  accordance  with the DGCL, or at such later time which the parties
hereto  have  agreed upon and designated in such filing as the effective time of
the  Merger  (the  "Effective  Time").
                    ---------------

     1.3     Effect  of  the  Merger.  From  and  after  the Effective Time, the
             -----------------------
Merger  shall  have all the effects set forth in the DGCL.  Without limiting the
generality of the foregoing, at the Effective Time, by virtue of the Merger, all
properties,  rights, privileges, powers and franchises of TARGET and ACQUISITION
CORP.  shall  vest  in  the SURVIVING CORPORATION and all debts, liabilities and
duties  of  TARGET and ACQUISITION CORP. shall become the debts, liabilities and
duties  of  the  SURVIVING  CORPORATION.

     1.4     Supplementary Action.  If at any time after the Effective Time, any
             --------------------
further  assignments  or  assurances in law or any other things are necessary or
desirable  to  vest  or  to  perfect  or  confirm  of  record  in  the SURVIVING
CORPORATION  the title to any property or rights of TARGET or ACQUISITION CORP.,
or  otherwise  to  carry  out the provisions of this Agreement, the officers and
directors  of  the SURVIVING CORPORATION are hereby authorized and empowered, in
the  name  of  and  on  behalf  of  TARGET and ACQUISITION CORP., to execute and
deliver  any and all things necessary or proper to vest or to perfect or confirm
title  to such property or rights in the SURVIVING CORPORATION, and otherwise to
carry  out  the  purposes  and  provisions  of  this  Agreement.

                                   ARTICLE II.
                            THE SURVIVING CORPORATION

     2.1     Certificate  of  Incorporation  of  the SURVIVING CORPORATION.  The
             -------------------------------------------------------------
Certificate  of Incorporation of ACQUISITION CORP. as in effect at the Effective
Time  shall  be  the  certificate  of incorporation of the SURVIVING CORPORATION
until thereafter amended in accordance with such certificate and applicable Law,
except  that,  as  of  the  Effective  Time,  Article  I  of such Certificate of
Incorporation shall be amended to read as follows:  "The name of the corporation
is  CORGENIX  MEDICAL  CORPORATION."

     2.2     Bylaws  of  the  SURVIVING  CORPORATION.  The Bylaws of ACQUISITION
             ---------------------------------------
CORP.  as  in  effect at the Effective Time shall be the bylaws of the SURVIVING
CORPORATION  until  thereafter  amended  in  accordance  with  such  bylaws  and
applicable  Law.

     2.3     Directors and Officers of the SURVIVING CORPORATION.  The directors
             ---------------------------------------------------
and officers of TARGET at the Effective Time shall be the directors and officers
of  the SURVIVING CORPORATION until their respective successors are duly elected
and  qualified  in  accordance  with  the  SURVIVING  CORPORATION certificate of
incorporation,  bylaws  and  applicable  Law.


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                                  ARTICLE III.
                      CONSIDERATIONS; CONVERSION OF SHARES

     Merger Consideration.  The aggregate consideration payable by the PARENT in
     --------------------
the  Merger  to  holders  of  shares  of  TARGET  capital stock ("TARGET Capital
Stock"),  shall  consist  of  Fourteen  Million (14,000,000) shares (the "Merger
Shares")  of  the  Common Stock, $0.0001 par value per share, of PARENT ("PARENT
Common  Stock").  Immediately  prior to the transactions contemplated hereunder,
PARENT  shall  have  contributed  the  Merger  consideration  to  the capital of
ACQUISITION  CORP.  for  issuance  upon  the  Closing.

     3.1     Conversion  of  TARGET  Capital  Stock.
             --------------------------------------

     (a)     Exchange  Ratio  for Common Stock.  Each share of Common Stock, par
             ---------------------------------
value  $.001  per  share,  of  TARGET  (the  "TARGET  Common  Stock") issued and
                                              ---------------------
outstanding  immediately  prior  to  the  Effective  Time  will  be canceled and
extinguished and automatically converted (subject to Section 3.4) into the right
                                                     -----------
to receive shares of PARENT Common Stock as per an exchange ratio which shall be
determined  by  dividing  the  full amount of all of such issued and outstanding
Capital  Stock  of  TARGET  by  14,000,000  (the  "Exchange  Rate").

     (b)     TARGET  Treasury  Shares.  At  the  Effective  Time,  all shares of
             ------------------------
TARGET  Common  Stock  that are issued and held in TARGET's treasury immediately
prior  to  the  Effective  Time  shall,  by virtue of the Merger and without any
action  on  the part of the holder thereof, cease to be outstanding and shall be
cancelled  without  payment  of  consideration  therefor.

     (c)     Common  Stock  Options,  Common  Stock Warrants, and Convertible or
             -------------------------------------------------------------------
Exchangeable  Securities.  Each  of  the  Common  Stock  Options and Warrants of
   ---------------------
TARGET and any other securities of TARGET convertible or exchangeable for Common
Stock  (collectively  "Common  Stock Warrants") outstanding immediately prior to
the  Effective Time shall, by virtue of the Merger and without any action on the
part  of  the  holder  thereof,  be converted into Common Stock Warrants of like
terms  and  tenor  to  acquire  PARENT  Common Stock, the Shares purchasable and
exercise  price  adjusted  in  accordance  with  the Exchange Ratio (such PARENT
Common Stock Warrants received on conversion being referred to as "PARENT Merger
Warrants").  To  the  extent  any  TARGET  Common  Stock  Warrant  by  its terms
accelerates  and  becomes  fully  exercisable upon occurrence of the Merger, the
PARENT  Merger Warrant received in exchange therefore shall be fully exercisable
following  the  Merger.  Schedule  3.1(c)  sets forth a list of the Common Stock
Warrants  of  TARGET  outstanding as of December 31, 2003, and the corresponding
number  of  Common  Stock  Warrants  of  PARENT  (including  number  of  Shares
purchasable  and  exercise  price)  as  adjusted in accordance with the Exchange
Ratio.  No  Warrants may be issued by TARGET after December 31, 2003 without the
consent  of  PARENT.  Schedule  3.1(c) will be updated at Closing to reflect the
Common  Stock  Warrants  of  TARGET  outstanding as of the Closing Date (and the
corresponding  number  of  Common  Stock  Warrants  of  PARENT to be received in
exchange  therefore  in  accordance  with  the  Exchange  Ratio).

     (d)     Between  the  date hereof and the Effective Time, TARGET shall take
no  action,  without  the  express prior written consent of PARENT, to issue any
Common  Stock  Warrants  or  to  accelerate  the  date on which any Common Stock
Warrant  vests  or becomes exercisable, convertible or exchangeable, or to amend


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or modify any of the other terms and conditions thereof (including the exercise,
conversion  or  exchange  price).

     (e)     TARGET  has  no  shares  of  capital stock other than TARGET Common
Stock  or  Common Stock Warrants.  If, at the effective time, there shall be any
shares  of  TARGET  Capital Stock other than TARGET Common Stock or Common Stock
Warrants,  all  such  shares of TARGET Capital Stock which are not TARGET Common
Stock  or  Common Stock Warrants issued and outstanding immediately prior to the
Effective Time will be automatically converted (subject to Section 3.4) into the
                                                           -----------
right  to  receive  shares  of PARENT Common Stock as determined by the Board of
Directors  of  TARGET  provided, by way of clarification, that in no event shall
                       --------
PARENT  be  required to pay Merger consideration with a greater number of Merger
Shares  than  as  fixed  pursuant  to  Section  3.1  of  this  Agreement.
                                       ------------

     (f)     Upon  conversion  of  the  outstanding  TARGET  Capital  Stock  in
accordance with this Section 3.1, all such shares shall no longer be outstanding
                     -----------
and  shall  automatically  be canceled and retired and shall cease to exist; and
each  certificate  formerly  representing  any  such  shares  shall  thereafter
represent  only  the  right  to  receive the Merger Shares into which the shares
represented  by  such  Certificate  have  been converted in accordance with this
Section  3.1.  Certificates  previously  representing  shares  of TARGET Capital
------------
Stock  shall  be  exchanged for certificates representing whole shares of PARENT
Common  Stock and cash in lieu of any fractional share, without interest, issued
in  consideration therefor upon the surrender of such certificates in accordance
with  Section  3.4  hereof.
      ------------

     3.2     Common  Stock of ACQUISITION CORP.  Each share of common stock, par
             ----------------------------------
value  $0.001 per share, of ACQUISITION CORP. issued and outstanding immediately
prior to the Effective Time shall by virtue of the Merger and without any action
on  the  part  of  ACQUISITION  CORP.  be  converted  into  one  validly issued,
fully-paid  and  non-assessable  share  of  common  stock  of  the  SURVIVING
CORPORATION.

     3.3     Other  Capital  Stock of ACQUISITION CORP.  ACQUISITION CORP. shall
             ------------------------------------------
have  no  shares of Capital Stock other than Common Stock issued and outstanding
at  or  immediately  prior  to  the  Effective  Time.

     3.4     Dissenters'  Rights.  If  holders  of  TARGET  Capital  Stock  are
             -------------------
entitled to dissenters' rights in connection with the Merger under the NBCA, any
shares  of  TARGET  Capital Stock ("Dissenting Shares") held by persons who have
                                    -----------------
complied  with all requirements for perfecting dissenter's rights under the NBCA
("Dissenting  Stockholders")  shall not be converted into or represent the right
  ------------------------
to  receive  the  Merger Shares but shall be converted into the right to receive
such  consideration  as  may  be  determined  to  be  due  with  respect to such
Dissenting  Shares pursuant to the NBCA.  TARGET shall give PARENT prompt notice
of  any  demand  received  by  TARGET  for appraisal of shares of TARGET Capital
Stock,  withdrawals  of  such demands and any instruments served pursuant to the
NBCA  and received by TARGET with respect to Dissenting Shares, and PARENT shall
have  the  right to participate in all negotiations and proceedings with respect
to  any  such demand.  TARGET agrees that, except with the prior written consent
of  PARENT,  it will not voluntarily make any payment with respect to, or settle
or  offer  to  settle,  any  such  demands.

     Each  Dissenting  Stockholder  who, pursuant to the provisions of the NBCA,
becomes  entitled to payment of the fair value of shares of TARGET Capital Stock


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shall  receive  payment therefore (but only after the value therefore shall have
been  agreed upon or finally determined pursuant to such provisions).  If, after
the  Effective  Time,  any  Dissenting Stockholder shall effectively withdraw or
lose  (through failure to perfect or otherwise) its dissenter's rights under the
NBCA,  then,  as  of  the  later of the Effective Time or the occurrence of such
event,  such  Dissenting  Stockholder's  shares  of  TARGET  Capital Stock shall
automatically  be  converted  into  the  right to receive the appropriate Merger
Shares  as  set  forth  in  Section  3.1  above.
                            ------------

     3.5     Exchange of Certificates. At the Closing, or as soon as practicable
             ------------------------
thereafter,  the  TARGET Stockholders shall surrender their certificate(s), duly
endorsed,  for cancellation as of the Effective Time.  On the Closing Date or as
soon as practicable thereafter, PARENT will cause its transfer agent to issue to
each  holder of TARGET surrendering a certificate a certificate representing the
number  of  whole shares of PARENT Common Stock to which such holder is entitled
pursuant  to  Section  3.1.
              ------------

     (a)     No  certificates  or scrip representing fractional shares of PARENT
Common  Stock  shall  be  issued  as  part of the Merger Shares.  All fractional
shares  of  PARENT  Common  Stock  that  a TARGET Stockholder would otherwise be
entitled  to  receive  as part of the Merger Shares shall be aggregated and if a
fractional  share results from such aggregation, TARGET Stockholders entitled to
..50 of a Share or greater shall receive one additional full Share, provided that
such  formula shall not increase the merger consideration required to be paid by
PARENT.

     (b)     If any Merger Shares are to be delivered to a person other than the
person  in  whose  name  the  Certificate(s)  for shares of TARGET Capital Stock
surrendered  for exchange are registered, it shall be a condition to the payment
of  such  Merger  Shares  that  (i)  the  Certificate(s) so surrendered shall be
transferable,  and  shall  be  properly  assigned,  endorsed  or  accompanied by
appropriate stock powers, (ii) the person requesting such transfer shall pay any
transfer  or  other  taxes  payable  by  reason of the foregoing, and (iii) such
transfer  shall  otherwise  be  proper.

     (c)     In  the  event that any Certificate shall have been lost, stolen or
destroyed,  upon  the making of an affidavit of fact by the person claiming such
Certificate  to  be  lost,  stolen or destroyed (which affidavit shall contain a
indemnity  in  favor  of  PARENT on customary terms and conditions applicable to
such  affidavits),  PARENT  shall  issue  in  exchange  for such lost, stolen or
destroyed  Certificate  the  appropriate  Merger.

     (d)     Notwithstanding  anything to the contrary in this Section 3.5, none
                                                               -----------
of  PARENT, the SURVIVING CORPORATION or any party hereto shall be liable to any
person for any shares or amounts properly delivered or paid to a public official
pursuant  to  any  applicable  abandoned  property,  escheat  or  similar  Law.

     (e)     Any  portion  of the Merger Shares that remains unclaimed by former
stockholders  of  TARGET  for  six  months  after  the  Effective  Time shall be
delivered  to  the  SURVIVING CORPORATION.  Any former stockholder of the TARGET
who  has  not  complied  with  this  Article 3 shall thereafter look only to the
                                     ---------
SURVIVING  CORPORATION  for  payment  of  their share of PARENT Common Stock and
other  consideration  accruing  therefrom.

     3.6     Dividends.  No  dividends  or other distributions shall be declared
             ---------
or  made  prior  to  the  Effective  Time  with  respect to PARENT Common Stock.


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     3.7     Adjustments.  If, subsequent to the Agreement Date but prior to the
             -----------
Effective  Time,  PARENT  changes  the  number  of shares of PARENT Common Stock
issued  and outstanding as a result of a stock split, reverse stock split, stock
dividend, recapitalization, subdivision, reclassification, combination, exchange
or  other  similar  change  with  a record date prior to the Effective Time, the
Exchange  Ratio  and  the  number  of Merger Shares shall be proportionately and
equitably  adjusted to reflect the effect of any such stock split, reverse stock
split,  stock dividend, recapitalization or other similar change; provided, that
in  no  event  shall any adjustment be made solely as a result of an increase in
the  authorized capital stock of PARENT or as a result of the issuance of shares
by  PARENT  in  connection  with  any  financing  approved by PARENT and TARGET.

                                   ARTICLE IV.
                  REPRESENTATIONS AND WARRANTIES OF THE PARENT

     The  PARENT, for itself and Acquisition Corp., hereby jointly and severally
represent  and  warrant  to  TARGET  as of the date hereof and as of the Closing
Date,  as  follows,  each  of such representations and warranties being true and
correct  except  as  expressly set forth in the Disclosure Schedule delivered by
PARENT to TARGET prior to the execution and delivery of this Agreement and which
is  specifically  deemed  a  part  of,  and  incorporated  by reference in, this
Agreement (such Disclosure Schedule being sometimes hereafter referred to as the
"PARENT Disclosure Schedule"), provided, that it is understood and agreed TARGET
 --------------------------    --------
is  not  required  to  undertake  any independent investigation to determine the
truth,  accuracy, and completeness of the representations and warranties made by
the  PARENT,  and that no due diligence investigation undertaken by TARGET shall
in  any  way  be deemed to ascribe any knowledge to TARGET different from, or in
addition  to, the following representations and warranties made to TARGET, or to
reduce,  effect,  or  eliminate  TARGET's reliance upon such representations and
warranties:

     4.1     Corporate  Status;  Corporate  Records.  Each  of  PARENT  and
             --------------------------------------
ACQUISITION  CORP.,  and  any of PARENT'S Subsidiaries (i) is a corporation duly
organized,  validly existing and in good standing under the laws of its state of
incorporation  set  forth  on the Schedule 4.1, (ii) has the corporate power and
                                  ------------
authority to own, lease and operate its properties and assets and to conduct and
carry  on  its  business  as it is now being conducted and operated and (iii) is
duly  qualified  or licensed to conduct business as a foreign corporation and is
in  good  standing  in  all  jurisdictions  that  require  such qualification or
licensing,  except  where the failure to be so qualified or licensed or to be in
good  standing  will not have a Material Adverse Effect on PARENT.  Schedule 4.1
                                                                    ------------
sets  forth  a true and complete list of each of the Subsidiaries of the PARENT,
indicating  which  are  held directly and indirectly and, if indirectly, how the
interests  in  any  such  Subsidiary  are  held. True and complete copies of the
Certificate  of  Incorporation,  as  amended  to date, and Bylaws, as amended to
date,  of  PARENT  and  of ACQUISITION CORP., have been provided to TARGET.  The
stock  ledgers  of PARENT and of ACQUISITION CORP. contain accurate and complete
records  of  all issuances, transfers and cancellations of shares of the capital
stock  of  PARENT  and  of  ACQUISITION  CORP.,  respectively.

     4.2     Capitalization  of  PARENT.
             --------------------------

     (a)     The  authorized capital stock of the PARENT consists of the classes
of  securities,  and  the number of shares of each such class authorized, issued
and outstanding, and the outstanding Common Stock Warrants (and their respective


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exercise,  strike  or  conversion  prices,  dates  of  issuance,  term,  and any
provisions  regarding  dilution or adjustment), are as are set forth on Schedule
                                                                        --------
4.2(a).  All of the issued and outstanding shares of capital stock of the PARENT
------
have  been duly authorized and validly issued, are fully paid and non-assessable
and  were validly offered, issued, sold, and delivered by.  Upon consummation of
the  Merger,  the  shares  of  PARENT  Common Stock to be issued in exchange for
TARGET  Capital Stock in accordance with this Agreement will be, when so issued,
duly  authorized,  validly  issued, fully paid and nonassessable.  PARENT has no
liability  (or  potential  liability)  to any Person for any dividends that have
been  declared  or  accrued  and  remain  unpaid.

     (b)     Except  as  set  forth in Schedule 4.2(b), there are no outstanding
                                       ---------------
rights,  options  or warrants to acquire capital stock of PARENT, or convertible
securities  convertible  or exchangeable into Capital Stock of PARENT (sometimes
herein  collectively  referred to as "Common Stock Warrants") as of December 31,
2003.  No  Common  Stock  Warrants  have been, or will be issued by PARENT after
December  31,  2003  without  the  consent  of  TARGET.

     (c)     Except  as  set  forth  in  Schedule  4.2(c),  (i)  there  are  no
                                         ----------------
outstanding  or  existing  proxies, voting agreements, voting trusts, preemptive
rights,  rights  of  first  refusal, rights of first offer, rights of co-sale or
tag-along  rights,  stockholder  agreements  to which PARENT is a party or other
rights,  understandings  or  arrangements regarding the voting or disposition of
the capital stock of PARENT to which PARENT is a party or any other restrictions
(other  than  normal restrictions on transfer under applicable federal and state
securities  laws)  applicable  to  any  of  PARENT's  outstanding stock or other
securities  or to the conversion of any shares of capital stock of PARENT in the
Merger  pursuant  to  any  agreement or obligation to which PARENT or any of its
stockholders  is  a party; and (ii) PARENT has not granted or agreed to grant to
any  person  or  entity  any rights (including piggyback registration rights) to
have any capital securities of PARENT, including, without limitation, any Common
Stock  Warrants or any securities underlying the same, registered with under the
Securities  Act  or  any  other  Law.

     (d)     Except as set forth in Schedule 4.2(d), no Common Stock Warrants of
                                    ---------------
PARENT  (i)  are subject to acceleration or automatic vesting as a result of the
occurrence of the Merger, or (ii) contain any provision accelerating the vesting
of  the  right  to  exercise,  exchange  or  convert  the  same upon a merger or
consolidation involving PARENT, an issuance or sale of PARENT Capital Stock, any
sale  of all or substantially all of PARENT's assets or any business combination
or  similar  transactions  involving  or  causing a change of control of PARENT.

     (e)     Except  as  set  forth  on  Schedule 4.2(e), PARENT owns all of the
                                         ---------------
issued  and outstanding capital stock of its Subsidiaries, free and clear of all
Liens.

     (f)     The  authorized  capital stock of Acquisition Corp. consists of the
classes  of  securities, and the number of shares of each such class authorized,
issued  and outstanding, as are set forth on Schedule 4.2(f).  All of the issued
                                             ---------------
and  outstanding  shares  of  capital  stock of Acquisition Corp. have been duly
authorized  and  validly  issued,  are  fully  paid  and  non-assessable.

     4.3     Authorization;  Enforceability.
             ------------------------------

     (a)  PARENT and ACQUISITION CORP. have the corporate power and authority to
execute  and deliver this Agreement and all documents to which either is or will
be  a  party  in  order  to  perform  its  respective  obligations hereunder and


                                      E - 8
<PAGE>

thereunder  and  to  consummate the transactions contemplated hereby and thereby
(the  "Transaction Documents").  The execution, delivery and performance of this
Agreement  and  the  Transaction  Documents  has  been  duly  authorized  by all
necessary  corporate  action on the part of each of PARENT and ACQUISITION CORP.
except  to  the extent that the consummation of the transactions contemplated by
this  Agreement  requires stockholder approval by the stockholders of PARENT, as
contemplated  by  this  Agreement.

     (b)  This  Agreement has been duly executed and delivered by each of PARENT
and ACQUISITION CORP. and has been approved by the Boards of Directors of PARENT
and ACQUISITION CORP., and subject to the terms and conditions set forth hereof,
constitutes,  and,  when fully executed and delivered, each Transaction Document
will  constitute, a valid and binding obligation of PARENT and ACQUISITION CORP.
(as  applicable),  enforceable against them in accordance with its terms, except
as the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium  or  other  similar  laws  of  general  application  affecting  the
enforcement  of  creditors'  rights  generally  and general equitable principles
regardless  of  whether such enforceability is considered in a proceeding at law
or  in  equity.

     (c) A true and correct copy of the resolutions of the Board of Directors of
PARENT  and  ACQUISITION CORP. approving the Agreement and Merger will have been
furnished  to  TARGET  prior  to  the  Closing.

     (d)  The  restrictions contained in Section 203 of the DGCL applicable to a
"business  combination"  (as  defined in such Section 203) will not apply to the
execution,  delivery  or performance of this Agreement or to the consummation of
the  Merger.

     4.4     No  Violation.  The  execution,  delivery  and  performance of this
             -------------
Agreement  and  the Transaction Documents by the PARENT and ACQUISITION CORP. do
not  and  will  not  (i)  conflict  with  or violate any provision of respective
certificates  of  incorporation or bylaws, each as amended to date; (ii) violate
or  breach  any  provision of, or result, through the mere passage of time, in a
violation  of,  or result in the termination or acceleration of, or diminishment
of  rights  under  or  a  change in terms of, or entitle any party to terminate,
accelerate  or  diminish  rights  or  change  terms (whether after the giving of
notice  or  lapse  of  time or both) under, be in conflict with or constitute or
result  in  a  default (or an event which, with notice or lapse of time or both,
would  constitute such a default) under, or result in the imposition of any Lien
upon  or  with respect to the stock or any assets, business or properties of any
of either PARENT or ACQUISITION CORP. pursuant to, any instrument, commitment or
obligation  to  which  either of them is a party or by which either any of their
respective  assets  is  bound  or subject, or violate or conflict with any other
restriction  of  any  kind  or  character to which PARENT or ACQUISITON CORP. is
subject  or  bound;  (iii) violate any Order to which either is a party or it or
its  respective  properties  or  assets is subject or bound; or (iv) violate any
Law,  except  for  such violations, breaches conflicts or defaults that will not
have  a  Material  Adverse  Effect  on  PARENT.

     4.5     Consents,  etc. No consent, approval, order or authorization of, or
             --------------
registration,  qualification,  designation,  declaration  or  filing  with,  any
Governmental  Authority  or any other person or entity on the part of the PARENT
is required in connection with the execution, delivery and performance by PARENT
or ACQUISITION CORP. of this Agreement and the Transaction Documents, except (a)
stockholder  approvals contemplated by this Agreement, which approval shall have
been  obtained  prior to Closing, (b) filings required to comply with applicable
securities  Laws,  (c)  the  Merger  Filings,  and  (d)  such  other  consents,


                                      E - 9
<PAGE>

authorizations,  filings,  approvals and registrations which, if not obtained or
made,  will  not  have a Material Adverse Effect on PARENT and will not prevent,
materially alter or delay any of the transactions contemplated by this Agreement
or  the  Transaction  Documents.

     4.6     SEC  Filings  and  Financial  Statements.
             ----------------------------------------

     (a)     PARENT has previously delivered to TARGET and to TARGET's counsel a
copy of PARENT's most recent Report on Form 10-KSB for the period ended December
31,  2002  (the  "PARENT  10KSB"),  its  subsequent Reports on Form 10-QSB filed
                  -------------
subsequent to the end of the last annual period (the "PARENT 10Qs"), its Reports
                                                      -----------
on  Form  8-K filed subsequent to the end of the last annual period (the "PARENT
                                                                          ------
8Ks"), PARENT's other reports and proxy statements, if any, filed by PARENT with
---
the  SEC  pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to
the  end  of the last annual period reported on in the PARENT 10KSB (the "PARENT
                                                                          ------
Proxy  and Other Reports"), and PARENT's other registration statements, reports,
------------------------
notices  and  filings  filed  with  the  SEC pursuant to the Exchange Act or the
Securities Act during the period subsequent to the end of the last annual period
reported on in the PARENT 10KSB or, in the case of registration statements filed
pursuant  to  the  Securities  Act  prior  to  such  last  annual  period,  such
registration  statements  if  such  registration  statements are still effective
("PARENT'S  Securities  Act  Filings  and  Exchange  Act  Reports"),  sometimes
  ---------------------------------------------------------------
hereafter  referred  to  as  PARENT  "SEC  Filings".
                                      ------------

     (b)     PARENT  will  also  provide  TARGET  with drafts of such PARENT SEC
Filings  prepared for filing on any date on or after the Agreement Date not less
than  two  (2)  business  days  prior  to  effecting  any  such  filing.

     (c)     As  of  the  date  on  which  each one was filed and as of the date
hereof,  each  PARENT  SEC Filing (i) complied in all material respects with the
applicable  requirements  of  the  Securities  Act,  the  Exchange  Act,  other
applicable  securities Laws, and the rules and regulations of the SEC thereunder
applicable  to such SEC Filings and (ii) did not contain any untrue statement of
a  material  fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading.

     (d)     Since  December  31, 2002, PARENT has filed all reports, schedules,
forms,  statements  and  other documents required to be filed by it with the SEC
pursuant  to  the  reporting  requirements  of  the  Exchange  Act, and all such
documents  were  filed  within  the  time periods specified in the Exchange Act.

     (e)     As  of  their  respective  dates,  the  PARENT Financial Statements
included  in the PARENT SEC filings complied as to form in all material respects
with  the  applicable  accounting  requirements  and  the  published  rules  and
regulations  of  the  SEC with respect thereto.  The PARENT Financial Statements
have  been  prepared  in  accordance with GAAP, consistently applied, during the
periods  involved  and  fairly present in all material respects the consolidated
financial  position  of  PARENT  as  of the dates thereof and the results of its
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited  statements,  to  normal year-end audit adjustments which would not be
material  in amount or effect).  PARENT keeps proper books, records and accounts
in  accordance  with  GAAP which (i) are in all material respects true, complete
and  correct,  (ii)  have  been  maintained  in  accordance  with  good business


                                     E - 10
<PAGE>

practices,  and  (iii) are stated in reasonable detail and accurately and fairly
reflect  the  basis  for  the  PARENT  Financial Statements.  PARENT maintains a
system  of  internal  accounting  controls  sufficient  to  provide  reasonable
assurances  that  (A)  transactions are executed in accordance with management's
general  or  specific  authorization; (B) transactions are recorded as necessary
(x)  to  permit preparation of financial statements in conformity with generally
accepted  accounting  principles  or  any  other  criteria  applicable  to  such
statements,  (y)  to  maintain  accountability  for  assets,  and (C) the amount
recorded  for  assets  on  the  books and records of PARENT is compared with the
existing  assets  at  reasonable  intervals and appropriate action is taken with
respect  to  any  differences.

     (f)     Since  December 31, 2002, neither PARENT nor ACQUISITION CORP. have
incurred  any  liabilities or obligations of any nature, whether or not accrued,
absolute,  contingent  or  otherwise ("Liabilities"), other than (i) Liabilities
                                       -----------
reflected  on, or reserved against in, the PARENT Financial Statements, and (ii)
Liabilities incurred since December 31, 2002 in the ordinary course of business.

     4.7     Absence  of  Certain  Changes  or  Events;  Conduct  of  Business.
             -----------------------------------------------------------------

     (a)     Except  as  set  forth  in Schedule 4.7(a) since December 31, 2002,
PARENT  has  not  done  or  suffered  any  of  the  following:

          (i)  amended  or otherwise changed its Certificate of Incorporation or
     Bylaws;

          (ii)  issued,  sold, pledged, disposed of or encumbered, or authorized
     the  issuance,  sale,  pledge, disposition or encumbrance of, any shares of
     its  capital  stock  of  any  class  or  any  Common  Stock  Warrants;

          (iii) reclassified, combined, split, subdivided or redeemed, purchased
     or  otherwise  acquired,  directly or indirectly, any PARENT capital stock;

          (iv)  declared,  set  aside,  made  or  paid  any  dividend  or  other
     distribution,  whether  payable in cash, stock, property or otherwise, with
     respect  to  any  PARENT  capital  stock;

          (v)  acquired  (including,  without  limitation, for cash or shares of
     stock,  by  merger,  consolidation  or  acquisition of stock or assets) any
     interest  in any corporation, partnership or other business organization or
     division  thereof  or any assets, or made any investment either by purchase
     of  stock  or securities, contributions of capital or property transfer, or
     purchased  any  property  or  assets  of  any  other  Person;

          (vi)  made  any  loans  or  advances  to  any  other  Person;

          (vii)  borrowed  any  amount  or  incurred  or  became  subject to any
     Liabilities  (absolute,  accrued  or  contingent),  other  than  current
     Liabilities  incurred  in  the  ordinary course of business and Liabilities
     under  contracts  entered  into  in  the  ordinary  course  of  business in
     accordance  with  past  practice;

          (viii)  assumed, guaranteed or endorsed the obligations of any Person,
     or  entered  into  any  "make-well"  or "make-whole" or other agreements in
     support  of  the  credit  of  any  Person, except in the ordinary course of
     business  consistent  with  past  practice;


                                     E - 11
<PAGE>

          (ix)  discharged  or  satisfied  any material Lien or adverse claim or
     paid  any  Liability  (absolute, accrued or contingent), other than current
     Liabilities  shown  on  the  PARENT  Audited  Balance  Sheet  and  current
     Liabilities  incurred since the date of the PARENT Audited Balance Sheet in
     the  ordinary  course  of  business  in  accordance  with  past  practice;

          (x)  mortgaged,  pledged  or subjected to any material Lien or adverse
     claim  any  of its properties or assets, except for Liens for taxes not yet
     due  and  payable  or  otherwise  in  the  ordinary  course  of business in
     accordance  with  past  practice;

          (xi)  except in the ordinary course of its business, sold, assigned or
     transferred  any  of  its assets, tangible or intangible, having a value in
     any  single  transaction  in  excess  of  $50,000;

          (xii)  suffered  any  extraordinary  losses  or  waived  any rights of
     material  value other than in the ordinary course of business in accordance
     with  past  practice;

          (xiii)  made  any  capital  expenditures or commitments therefor other
     than in the ordinary course of business consistent with past practice or in
     an  amount  less  than  $50,000;

          (xiv)  entered  into  any other transaction other than in the ordinary
     course  of  business  consistent  with past practice in an amount less than
     $50,000, or any material transaction, whether or not in the ordinary course
     of  business;

          (xv)  suffered  any  damages, destruction or casualty loss, whether or
     not  covered  by  insurance,  affecting  any of the properties or assets of
     PARENT,  which could, individually or in the aggregate, have or result in a
     Material  Adverse  Effect;

          (xvi)  made  any  material  change  in the nature or operations of the
     business  of  the  PARENT;

          (xvii)  participated  in  any  transaction  that would have a Material
     Adverse  Effect  or otherwise acted outside the ordinary course of business
     in  any  material  fashion;

          (xviii) entered into, amended, terminated or canceled any Contract, or
     relinquished  any  material  rights thereunder, other than, in the ordinary
     course of business, consistent with past practice, (provided, that for this
                                                         --------
     purpose  no  Contract pursuant to which the PARENT ENTITIES have any rights
     to  own  or  use  any  intellectual  property in their business (other than
     "off-the-shelf"  software)  shall  be  deemed  immaterial);

          (xix)  in respect of any instrument, commitment or obligation to which
     PARENT  is  a  party  or  by which any of its respective assets is bound or
     subject,  did  any  of  the  following:

               (A)  violated  or  breached  any  provision  thereof,

               (B)  taken  any  action  or  omitted  to  take  any action which,
          immediately  or after the passage of time, could result in a violation
          thereof, or result in the termination or acceleration thereof, default
          thereunder,  or  diminishment  of  rights  under  or a change in terms


                                     E - 12
<PAGE>

          thereof,  or  entitle any third party to declare a default, terminate,
          accelerate  or  diminish  rights  or  change  terms (whether after the
          giving  of  notice  or  lapse  of  time  or  both)  thereunder;

               (C)  result in the imposition of any Lien upon or with respect to
          the  stock  or  any  assets,  business  or  properties  of  PARENT; or

               (D) violate or conflict with any other restriction of any kind or
          character  to  which  PARENT,  or  any of its respective properties or
          assets,  is  subject  or  bound;

          (xx)  changed any accounting policies or procedures or made any change
     in  any  accounting  methods  or  systems  of internal accounting controls,
     except  as  may  be  appropriate  to  conform  to  changes  in  GAAP;

          (xxi)  made  any  Tax  election,  other than in the ordinary course of
     business  consistent  with  past  practice;

          (xxii)  paid,  discharged  or  satisfied  any  Liens,  claims,  debts,
     liabilities  or  obligations  (absolute,  accrued,  asserted or unasserted,
     contingent or otherwise), other than the payment, discharge or satisfaction
     in the ordinary course of business and consistent with past practice of due
     and  payable  liabilities  reflected  or  reserved  against  in  the PARENT
     Financial  Statements,  as  appropriate,  or  liabilities  incurred  after
     December  31,  2002  in the ordinary course of business and consistent with
     past  practice;

          (xxiii)  entered  into  any  Contract  or  transaction with or for the
     benefit  of,  or  made any loan or advance to or for the benefit of, any of
     its  directors,  officers,  stockholders,  Affiliates  or Associates or any
     entity  in  which  any  such  director,  officer, stockholder, Affiliate or
     Associate,  or  their  respective Affiliates or Associates, has a direct or
     indirect  interest,  whether  or not in the ordinary course of business; or

          (xxiv)  entered  into  any  agreement,  commitment  or  understanding,
     whether  in writing or otherwise, to take or authorize any of the foregoing
     actions  or  any  action which would make any representation or warranty in
     this  Article  IV  untrue  or  incorrect  in  any  respect.
           -----------

     4.8     No  Material Adverse Change. Since December 31, 2002, there has not
             ---------------------------
been any Material Adverse Change in the business and financial condition PARENT,
taken  as a whole, or any other event or condition of any character that has had
or  will  have  a  Material  Adverse  Effect  on  PARENT,  taken  as  a  whole.

     4.9     Litigation.  Except  as  set  forth  in  Schedule  4.9:
             ----------                               -------------

     (a)     There  are  no Legal Proceedings pending or, to PARENT's Knowledge,
threatened  against  PARENT  or  ACQUISITION  CORP.  challenging  the Merger, or
seeking  to  restrain  or  prohibit  the  consummation  of  the  Merger.

     (b)     There  are  no Legal Proceedings pending or, to PARENT's Knowledge,
threatened,  against  PARENT,  its  business  or its assets which, if determined
adversely  to such PARENT ENTITY, will have a Material Adverse Effect on PARENT.


                                     E - 13
<PAGE>

     (c)     There  are  no Legal Proceedings pending or, to PARENT's Knowledge,
threatened,  against  (i)  any  of  PARENT's  officers,  directors,  employees,
consultants  or agents in their capacity as such or relating to their employment
services  or  relationship  with  PARENT  or  (ii) any PARENT ENTITY's officers,
directors,  employees,  consultants  or  agents  in  their  capacity  as such or
relating  to  their  employment  services  or  relationship  with  such  PARENT.

     (d)     There is no Order of any Governmental Authority outstanding against
PARENT  or  any  of  the  PARENT  ENTITIES.

     (e)     There  is  no  Order  of  any  Governmental Authority or arbitrator
outstanding  or,  to  PARENT's  Knowledge,  threatened  against  any of PARENT's
officers,  directors, employees, consultants or agents in their capacity as such
or  relating  to  their  employment services or relationship with.  None of such
persons  have pled nolo contendre to or been convicted of any criminal violation
                   --------------
of  any  securities  Law  or  any  felony,  or  been  barred by any Governmental
Authority (including, without limitation, the SEC or the FDA) or self-regulatory
organization or national securities exchange (including, without limitation, the
American  Stock  Exchange).

     4.10     Ownership  and  Operations of ACQUISITION CORP.    PARENT owns all
              -----------------------------------------------
of  the  issued  and  outstanding  capital  stock  of  ACQUISITION  CORP.  Each
outstanding  share  of  capital  stock  of ACQUISITION CORP. is duly authorized,
validly  issued,  fully  paid  and  non-assessable  and each such share owned by
PARENT  is  free  and  clear  of  all  encumbrances  of  any  nature whatsoever.
ACQUISITION  CORP.  was  formed  solely  for  the  purpose  of  engaging  in the
transactions  contemplated  hereby,  has engaged in no other business activities
and  has  conducted  its  operations  only  as  contemplated  hereby.

     4.11     Tax  Matters.  Except  as  set  forth  in  Section  4.11:
              ------------                               -------------

     (a)     Except  as  set forth on Schedule 4.11(a) PARENT has paid or caused
to be paid all Taxes (including estimated Taxes) and other assessments due on or
prior  to the Agreement Date.  Without limiting the generality of the foregoing,
PARENT  has duly paid state and local sales and use Taxes in all states in which
it  is  required  to  report  and  pay such Taxes.  No additional Tax assessment
against  PARENT  has  been  heretofore  proposed  or,  to  PARENT's  Knowledge,
threatened  by  any Governmental Authority for which provision has not been made
on  its  balance  sheet.

     (b)     PARENT has timely filed all Tax Returns required by applicable Law
and all such Tax Returns are true and correct in all material respects, and (ii)
such  Tax  Returns  are not subject to penalties under Section 6662 of the Code,
relating  to  accuracy-related  penalties (or any corresponding provision of the
state,  local  or  foreign  Tax  law)  or  any  predecessor provision of law. An
extension  of  time  within which to file any Tax Return that has not been filed
has  not  been  requested  or  granted.

     (c)     PARENT  has not had any Tax deficiency assessed against it.  No tax
audit  is  currently  in progress and there is no unassessed deficiency proposed
or,  to  the  PARENT's  Knowledge,  threatened  against.

     (d)     PARENT  has withheld or collected from each payment made to each of
its  employees,  whether in cash, stock or in kind, the full amount of all Taxes
(including,  but  not  limited  to,  federal  income  taxes,  Federal  Insurance


                                     E - 14
<PAGE>

Contribution  Act  taxes  and Federal Unemployment Tax Act taxes) required to be
withheld  or  collected  therefrom,  and  has  paid  the  same  to  the  proper
Governmental Authority or authorized depositories.  No material special charges,
penalties, fines, liens or other similar encumbrances have been asserted against
PARENT  with  respect  to the payment or failure to pay any Taxes which have not
been  paid  or  received  without  further  liability  to  PARENT.

     (e)     PARENT  (i)  has  not  been  a  member  of  an  affiliated group of
corporations,  within  the  meaning  of Section 1504 of the Code and(ii) has not
agreed  to  make nor is it required to make any adjustments under Section 481(a)
of  the  Code  by  reason  of  a  change  in  accounting  method  or  otherwise.

     (f)     PARENT  has  no  plan  or  intention to liquidate ACQUISITION CORP.
following  the Merger or to cause ACQUISITION CORP. to sell or otherwise dispose
of  any assets of TARGET acquired in the Merger, except for dispositions made in
the  ordinary  course  of  business  or  transfers  described  in  Code  Section
368(a)(2)(C)  and  the  Treasury  Regulations  issued  thereunder.

     (g)     Following  the  Merger, ACQUISITION CORP. will not issue additional
shares  that  would  result in PARENT losing control of ACQUISITION CORP. within
the  meaning  of  Section  368(c)  of  the  Internal  Revenue  Code.

     (h)     PARENT  has  no  plan  or  intention  to reacquire any of its stock
issued  in  the  Merger.

     4.12     Contracts.
              ---------

     (a)     Except  as  set forth on Schedule 4.12(a) PARENT is not in default,
                                      ----------------
violation  or  jeopardy  of  cancellation for breach or other non-performance in
respect  of  any  Contract:

          (i)  which  is material to the business, assets, properties, condition
     (financial  or  otherwise),  liabilities,  rights, obligations, operations,
     business  or  prospects  of  the  PARENT;  and

          (ii)  every  other  Contract,  as  follows:

               (A)  between  PARENT and any officer, director or key employee or
          consultant  of  PARENT;

               (B)  between  PARENT  and  any  PARENT  ENTITY;

               (C)  all  Intellectual Property created by or on behalf of PARENT
          or  in  which  PARENT  acquired  an  ownership  interest or license of
          rights;
               (D)  any  Contract  which  may  not be canceled by PARENT without
          penalty  upon notice of 30 days or less or which provides for payments
          by or to PARENT in an amount in excess of $25,000 over the term of the
          Contract;

               (E)  any Contract containing any covenant limiting in any respect
          the  right  of  PARENT  to  engage  in  any line of business or in any
          jurisdiction  or  to compete with any Person or granting any exclusive
          distribution  rights;


                                     E - 15
<PAGE>

               (F)  any  Contract  relating to the disposition or acquisition by
          PARENT  after the Agreement Date of a material amount of assets not in
          the  ordinary  course  of  business;

               (G)  any  Contract  pursuant  to  which  PARENT  has any material
          ownership  interest  in any corporation, partnership, joint venture or
          other  business  enterprise;  or

               (H)  any  Contract  restricting, directly or indirectly, PARENT's
          right  to  use  Intellectual  Property,  other  than such restrictions
          imposed  by  manufacturers  of software which is mass-produced for the
          general  public  market and is available commercially in "shrink-wrap"
          packages.

     4.13     Intellectual  Property.
              ----------------------

     (a)     PARENT  IP Rights.  PARENT owns, or has the valid right or license
             ------------------
to  use,  possess, sell or license free and clear of all Liens, all Intellectual
Property  necessary  or  required  for  the conduct of its business as presently
conducted  and as presently proposed to be conducted (such Intellectual Property
being  hereinafter collectively referred to as the "PARENT IP Rights"), and such
rights  to  use,  possess,  distribute  sell  or  license are sufficient for the
conduct  of  such  business.

     (b)     Patents.  Schedule  4.13(b)  separately  identifies each Patent, if
             --------  -----------------
any,  owned  or licensed by PARENT or in which PARENT has an interest specifying
as to each item, as applicable: the title; the jurisdiction(s) in which the item
is  issued or registered or in which an application for issuance or registration
has  been  filed;  the issuance, registration, or application numbers and dates;
and  as  to  Patents  to  which  PARENT  holds a right to use under license, the
material  terms  and  conditions  of  such  license, including, scope of license
rights,  required  license  fees  and any minimum fees, and term of the license.

     (c)     Trademarks.  Schedule 4.13(c) separately identifies each Trademark,
             -----------  ----------------
if  any,  owned or licensed by PARENT specifying as to each item, as applicable:
the  title;  the jurisdiction(s) in which the item is issued or registered or in
which  an  application  for  issuance  or  registration  has been filed; and the
issuance,  registration,  or  application  numbers  and  dates.

     (d)     Copyrights.  Schedule 4.13(d) separately identifies each Copyright,
             -----------  ----------------
if  any,  owned or licensed by PARENT specifying as to each item, as applicable:
the  title;  the jurisdiction(s) in which the item is issued or registered or in
which  an  application  for  issuance  or  registration  has been filed; and the
issuance,  registration,  or application numbers and dates; and as to Copyrights
to  which  PARENT  holds  a  right  to use under license, the material terms and
conditions of such license, including, scope of license rights, required license
fees  and  any  minimum  fees,  and  term  of  the  license.

     (e)     Trade  Secrets.  Schedule  4.13(e) separately identifies each Trade
             ---------------  -----------------
Secret  owned  or licensed by PARENT specifying as to each such Trade Secret the
generic  nature  thereof  without  describing  the  Trade  Secret  itself.


                                     E - 16
<PAGE>

     (f)     Protection  of  Trade  Secrets.  PARENT  has  taken  all reasonable
             -------------------------------
precautions  to  protect  the  secrecy,  confidentiality, and value of its Trade
Secrets  and  the  proprietary  nature  and  value of its Intellectual Property.

     (g)     Confidentiality  Agreements with Key Persons.  Each present or past
             --------------------------------------------
key  employee, officer, consultant or any other person who developed any part of
any PARENT product or any Intellectual Property that is or will be made, used or
sold  by  the  PARENT  has  executed  a  valid  and  enforceable Confidentiality
Agreement  with  the  PARENT.

     (h)     No Infringement by PARENT.  To the Knowledge of the PARENT, none of
             --------------------------
the  Intellectual  Property,  products  or  services  owned,  used,  developed,
provided,  sold  or  licensed  by  the  PARENT,  or made for, used or sold by or
licensed  to the PARENT by any Person or currently under development for PARENT,
or  the  marketing  or  distribution of any such products or services, infringes
upon  or  otherwise violates any Intellectual Property rights of others, nor has
PARENT  received  any  notice  of  any  claim of any such infringement, nor does
PARENT  have  Knowledge  of  any  reasonable  basis  for  any  such  claim

     (i)     No  Infringement  Upon PARENT's IP Rights.  To the Knowledge of the
             ------------------------------------------
PARENT,  no  Person  is  infringing upon or otherwise violating the Intellectual
Property  rights  of  the  PARENT.

     (j)     No  Breach by Employees or Consultants.  No employee, consultant or
             --------------------------------------
independent  contractor  of PARENT:  (i) is in violation of any material term or
covenant  of  any  employment  contract,  patent disclosure agreement, invention
assignment agreement, non-disclosure agreement, non-competition agreement or any
other  contract  or agreement with any other party by virtue of such employee's,
consultant's,  or  independent  contractor's  being  employed  by, or performing
services for, PARENT.  Neither PARENT's employment of its employees, nor the use
by  PARENT of the services of any consultant or independent contractor, subjects
PARENT  to  any  material  liability  to  any  third  party.

     (k)     Royalties;  Fees;  Honoraria.  To  PARENT's Knowledge, there are no
             ----------------------------
royalties,  honoraria,  fees  or  other  payments payable by PARENT to any third
person  by  reason  of the ownership, use, possession, license, sale, marketing,
advertising  or  disposition  of  any  PARENT  IP  Rights.

     (l)     No  Default.  Neither  the  execution,  delivery and performance of
             -----------
this  Agreement  nor the consummation of the Merger and the other agreements and
transactions  contemplated  hereby and/or by the Transaction Documents will: (i)
constitute  a  breach,  violation  or  default  by  PARENT  under  any  material
instrument, contract, license or other agreement governing any PARENT IP Rights;
(ii)  cause  the  forfeiture  or  termination  of,  or  give  rise to a right of
forfeiture or termination of, any PARENT IP Rights; or (iii) impair the right of
PARENT to use, possess, sell or license any PARENT IP Rights or portion thereof.

     4.14     Employee  and  Employee  Benefit  Matters.
              -----------------------------------------

     (a)     Neither  the  PARENT  nor  any  entity which is or was under common
control  maintains  or  contributes  to,  or  has within the preceding six years
maintained  or  contributed  to,  or  may have any liability with respect to any
employee benefit plan subject to Title IV of Employee Retirement Income Security


                                     E - 17
<PAGE>

Act  of  1974, as amended ("ERISA"), or Section 412 of the Code or any "multiple
                            -----
employer  plan"  within  the  meaning  of  the  Code  or  ERISA.

     (b)     PARENT does not and has not sponsored, maintained or contributed to
any "employee benefit plan", as defined in Section 3(3) of ERISA (including, but
not  limited  to, employee benefit plans which are not subject to the provisions
of ERISA) ("Plan").  Except as set forth in Schedule 4.14, PARENT is not a party
            ----                            -------------
to  any  collective  bargaining  agreement,  profit sharing, stock option, stock
purchase,  pension,  bonus,  incentive,  retirement,  incentive  award  plan  or
arrangement,  vacation  policy,  severance pay policy or agreement for severance
pay, accelerated vesting or similar benefits following termination of employment
or  upon  the  execution of this Agreement or the Closing, deferred compensation
agreement  or  arrangement,  consulting  agreement, employment contract, medical
reimbursement,  life  insurance  or  other benefit plan, agreement, arrangement,
program,  practice  or  understanding  ("Benefit  Program").
                                         ----------------

     (c)     The  PARENT  does not have any obligations to provide or any direct
or  indirect,  whether contingent or otherwise, with respect to the provision of
health  or  death  of  any  current  or  former  employees.

     (d)     Schedule  4.14  lists  all  of  PARENT's  full-time  or  part-time
employees.  There  are  no  existing or, to PARENT's Knowledge, threatened labor
disputes.  PARENT  owes  no  wages,  bonuses,  commissions,  taxes, penalties or
assessments,  owed  to,  or  arising  out  of  the  employment  of, any officer,
director,  employee  or  other person or consultant.  PARENT is in compliance in
all  material  respects  with  all  applicable  laws  respecting  employment and
employment  practices,  terms  and  conditions  of  employment, wages and hours,
occupational safety and health, and is not engaged in any unfair labor or unfair
employment  practices.  There is no unfair labor practice charge or complaint or
any  other  matter  against (or to PARENT's Knowledge, involving) PARENT pending
or,  to  PARENT's  Knowledge,  threatened before any Governmental Authority.  No
agreement,  arbitration  or court decision or governmental order to which PARENT
is  a  party  or, to PARENT's Knowledge, to which it or any of its properties or
assets is bound or subject in any way limits or restricts PARENT from relocating
or  closing  any  of  its  operations.

     4.15     Environmental  Laws.  PARENT is not in violation of any applicable
              -------------------
Environmental  Law  and  PARENT  is  not  and  will  not be required to make any
expenditures  to  comply  with  any  Environmental  Law.

     4.16     Insurance.  Schedule  4.16  sets forth a true and complete list of
              ---------   --------------
all  insurance policies (including the self-insurance retentions and deductibles
under  those policies) in force naming PARENT as an insured or beneficiary or as
a  loss payable payee or for which PARENT has paid or is obligated to pay all or
part  of the premiums.  PARENT has not received written notice of any pending or
threatened  cancellation or material premium increase (retroactive or otherwise)
with respect thereto, and, PARENT is in compliance with all conditions contained
therein.  There  are  no  pending  claims against such insurance by PARENT as to
which  insurers  are  defending  under  reservation  of  rights  or  have denied
liability,  and there exists no material claim under such insurance that has not
been  properly filed by PARENT.  The insurance policies maintained by PARENT are
adequate  in  scope  and  amount to cover all prudent and reasonably foreseeable
risks  which  may  arise in the conduct of their business as currently conducted
and  as  proposed  to  be  conducted.


                                     E - 18
<PAGE>

     4.17     Related Party Transactions.  Except as set forth on Schedule 4.17,
              --------------------------                          -------------
no  director, officer or other Affiliate or Associate of PARENT or any entity in
which any such director, officer or other Affiliate or Associate, has any direct
or  indirect material interest in, or owns any beneficial interest in any Person
(other  than  a  publicly  held  corporation whose stock is traded on a national
securities  exchange  or  in the over-the-counter market and less than 1% of the
stock of which is beneficially owned by any such persons) that has any direct or
indirect  interest  in: (i) any property (real, personal or mixed), tangible, or
intangible, used or currently intended to be used in, the business or operations
of  PARENT  or any PARENT ENTITY, (ii) any Contract, or any other arrangement or
understanding with, or relating to, the business or operations of PARENT, or any
Person  with  which  PARENT  has  a  business  relationship;  (iii)  any  loan,
arrangement,  understanding,  agreement  or  contract  for  or  relating  to
indebtedness  of  PARENT  or  (iv)  any  Person  that  competes  with  PARENT.

     4.18     Trading  in  PARENT Common Stock.  Except as set forth on Schedule
              --------------------------------                          --------
4.18,  during  the six month period prior to the Agreement Date, none of PARENT,
----
any  holder of 5% or more of the shares of PARENT, or any officer or director of
PARENT  or  any  such  other  affiliate  of  PARENT,  has directly or indirectly
purchased  or sold (including short sales) any shares of PARENT Common Stock (or
any  put,  call,  option or derivative security or the like relating thereto) in
any  transactions.

     4.19     FDA  Matters.  After  due  investigation, (i) the PARENT currently
              ------------
has  no  reasonable basis to believe that any Governmental Authority, including,
but  not limited to, the United States Food and Drug Administration (the "FDA"),
                                                                          ---
will  ultimately  prohibit  the  marketing,  sale,  license or use in the United
States or elsewhere of any product developed, produced or marketed by the PARENT
or  with  third parties (each, a "Product"), (ii) the PARENT knows of no product
                                  -------
or  process  which  the  FDA  has  prohibited from being marketed or used in the
United  States which in function and composition is substantially similar to any
Product,  (iii)  the  PARENT  has  no Product on clinical hold nor any reason to
expect that any Product is likely to be placed on clinical hold, (iv) the PARENT
has  disclosed  to  the TARGET all submissions to the FDA made by the PARENT and
the  FDA responses (and other material correspondence received from or submitted
to  the  FDA  by  the  PARENT),  including,  but not limited to, all FDA warning
letters,  regulatory  letters  and  notice  of  adverse  finding letters and the
relevant  responses, received by the PARENT or any agent thereof relative to the
development  of  its  Products,  (v)  none  of  the  PARENT  or, to the PARENT's
Knowledge,  its  employees,  its  Affiliates  or  its  agents,  has  ever  been
sanctioned,  formally  or otherwise, by the FDA, and (vi) there has not been any
suspensions  or  debarments  by  the  FDA or other federal departments and state
regulatory  bodies against the PARENT or, to the PARENT's Knowledge, any current
or  former  employees  of  the  PARENT.

     4.20     Investment  Company.  The PARENT is not an "investment company" or
              -------------------
an  "affiliated  person"  of,  or  "promoter"  or "principal underwriter" for an
investment company, within the meaning of the Investment Company Act of 1940, as
amended.

     4.21     Compliance.  The  PARENT  Common  Stock  is registered pursuant to
              ----------
Section 12(g) of the Exchange Act, and is listed on the American Stock Exchange,
and the PARENT has taken no action designed to, or likely to have the effect of,
terminating  the  registration of the PARENT Common Stock under the Exchange Act
or  delisting the Common Stock from the American Stock Exchange.  The PARENT has
complied with all requirements with respect to the issuance of the Merger Shares


                                     E - 19
<PAGE>

and  the  listing  thereof on the American Stock Exchange except for the matters
identified on Schedule 4.21, which include, among other things, matters required
              -------------
as  a  condition  to  Closing  which  can't  be  consummated at the date of this
Agreement, all of which matters will be complied with prior to the Closing.  The
PARENT  has  not  taken  and will not, in violation of applicable law, take, any
action  outside  the  ordinary  course  of  business  designed  to or that might
reasonably  be expected to cause or result in unlawful manipulation of the price
of  the  PARENT  Common  Stock  to  facilitate  the sale or resale of the Merger
Shares.

     4.22     Broker's  or  Finder's Commissions.  No investment banker, finder,
              ----------------------------------
broker, agent, financial person or other intermediary has acted on behalf of the
PARENT  in  connection  with  the  Merger,  this  Agreement, or the transactions
contemplated  hereby  and  thereby.

                                   ARTICLE V.
                    REPRESENTATIONS AND WARRANTIES OF TARGET

     TARGET hereby represents and warrants to PARENT and to ACQUISITION CORP. as
of  the  date  hereof  and  as  of  the  Closing  Date, as follows, each of such
representations  and  warranties being true and correct, except as expressly set
forth  in  the  Disclosure  Schedule  delivered by TARGET to PARENT prior to the
execution and delivery of this Agreement and which is specifically deemed a part
of,  and  incorporated by reference in, this Agreement (such Disclosure Schedule
being  sometimes  hereafter  referred  to  as the "TARGET Disclosure Schedule"),
                                                   --------------------------
provided,  that  it is understood and agreed PARENT is not required to undertake
--------
any independent investigation to determine the truth, accuracy, and completeness
of  the  representations  and  warranties  made  by  the TARGET, and that no due
diligence  investigation  undertaken  by  PARENT  shall  in any way be deemed to
ascribe any knowledge to PARENT different from, or in addition to, the following
representations and warranties made to PARENT, or to reduce, effect or eliminate
PARENT's  reliance  upon  such  representations  and  warranties:

     5.1     Corporate  Status;  Corporate  Records.  Each of TARGET and TARGETS
             --------------------------------------
Subsidiaries  (i)  is a corporation duly organized, validly existing and in good
standing  under the laws of its state of incorporation set forth on the Schedule
                                                                        --------
5.1,  (ii)  has  the corporate power and authority to own, lease and operate its
---
properties  and  assets  and  to  conduct and carry on its business as it is now
being  conducted  and operated and (ii) is duly qualified or licensed to conduct
business  as  a foreign corporation and is in good standing in all jurisdictions
that  require such qualification or licensing, except where the failure to be so
qualified or licensed or to be in good standing will not have a Material Adverse
Effect  on  TARGET.  Schedule 5.1 sets forth a true and complete list of each of
                     ------------
the  Subsidiaries  of  the  TARGET,  indicating  which  are  held  directly  and
indirectly  and,  if  indirectly,  how  the interests in any such Subsidiary are
held.  True  and complete copies of the Certificate of Incorporation, as amended
to  date, and Bylaws, as amended to date, of TARGET has been provided to PARENT.
The  stock  ledgers  of  TARGET  contain  accurate  and  complete records of all
issuances, transfers and cancellations of shares of the capital stock of TARGET.

5.2     Capitalization  of  TARGET  and  of  each  of  TARGET's  Subsidiaries.
        ---------------------------------------------------------------------

     (a)     The  authorized capital stock of the TARGET consists of the classes
of  securities,  and  the number of shares of each such class authorized, issued
and outstanding, and the outstanding Common Stock Warrants (and their respective
exercise,  strike  or  conversion  prices,  dates  of  issuance,  term,  and any
provisions  regarding  dilution or adjustment), are as are set forth on Schedule
                                                                        --------


                                     E - 20
<PAGE>

5.2(a).  All of the issued and outstanding shares of capital stock of the TARGET
------
have  been duly authorized and validly issued, are fully paid and non-assessable
and  were  offered,  issued,  sold,  and  validly  delivered  by  TARGET.

     (b)     Except  as  set  forth in Schedule 5.2(b), there are no outstanding
                                       ---------------
rights,  options  or warrants to acquire capital stock of TARGET, or convertible
securities  convertible  or  exchangeable  into  Capital Stock of TARGET (herein
collectively  referred  to  as  "Common  Stock  Warrants  of  TARGET").

     (c)     Except  as  set  forth  in  Schedule  5.2(c),  (i)  there  are  no
                                         ----------------
outstanding  or  existing  proxies, voting agreements, voting trusts, preemptive
rights,  rights  of  first  refusal, rights of first offer, rights of co-sale or
tag-along  rights,  stockholder  agreements  to which TARGET is a party or other
rights,  understandings  or  arrangements regarding the voting or disposition of
the capital stock of TARGET to which TARGET is a party or any other restrictions
(other  than  normal restrictions on transfer under applicable federal and state
securities  laws)  applicable  to  any  of  TARGET's  outstanding stock or other
securities  or to the conversion of any shares of capital stock of TARGET in the
Merger  pursuant  to  any  agreement or obligation to which TARGET or any of its
stockholders  is  a party; and (ii) TARGET has not granted or agreed to grant to
any  person  or  entity  any rights (including piggyback registration rights) to
have any capital securities of TARGET, including, without limitation, any Common
Stock  Warrants or any securities underlying the same, registered with under the
Securities  Act  or  any  other  Law.

     (d)     Except as set forth in Schedule 5.2(d), no Common Stock Warrants of
                                    ---------------
TARGET  (i)  are subject to acceleration or automatic vesting as a result of the
occurrence of the Merger, or (ii) contain any provision accelerating the vesting
of  the  right  to  exercise,  exchange  or  convert  the  same upon a merger or
consolidation involving TARGET, an issuance or sale of TARGET Capital Stock, any
sale  of all or substantially all of TARGET's assets or any business combination
or  similar  transactions  involving  or  causing a change of control of TARGET.

     (e)     Except  as  set  forth  on  Schedule 5.2(e), TARGET owns all of the
                                         ---------------
issued  and outstanding capital stock of its Subsidiaries, free and clear of all
Liens.

     (f)     The  authorized  capital  stock  of  the TARGET ENTITIES other than
TARGET  consists  of the classes of securities, and the number of shares of each
such  class  authorized,  issued  and  outstanding, as are set forth on Schedule
                                                                        --------
5.2(f).  All  of  the  issued and outstanding shares of capital stock of each of
------
such  TARGET  ENTITIES  have  been duly authorized and validly issued, are fully
paid  and  non-assessable.

     5.3     Authorization;  Enforceability.
             ------------------------------

     (a)  TARGET  has  the  corporate power and authority to execute and deliver
this  Agreement  and all Transaction Documents to which it is or will be a party
and  to  perform  its  respective  obligations  hereunder  and thereunder and to
consummate  the  transactions  contemplated  hereby and thereby.  The execution,
delivery  and  performance  of  this Agreement and the Transaction Documents has
been  duly  authorized  by  all necessary corporate action on the part of TARGET
except  that the consummation of the transactions contemplated by this Agreement
requires  stockholder approval by the stockholders of TARGET, as contemplated by
this  Agreement


                                     E - 21
<PAGE>

     (b)  This Agreement has been duly executed and delivered by TARGET and, has
been approved by the Boards of Directors of TARGET, and subject to the terms and
conditions  set  forth  hereof,  constitutes,  and,  when  fully  executed  and
delivered,  each  Transaction  Document  will  constitute,  a  valid and binding
obligation  of  TARGET  (as  applicable), enforceable against them in accordance
with  its  terms,  except  as  the same may be limited by applicable bankruptcy,
insolvency,  reorganization,  moratorium  or  other  similar  laws  of  general
application affecting the enforcement of creditors' rights generally and general
equitable  principles regardless of whether such enforceability is considered in
a  proceeding  at  law  or  in  equity.

     (c) A true and correct copy of the resolutions of the Board of Directors of
TARGET  approving  the  Agreement  and Merger will have been furnished to PARENT
prior  to  the  Closing.

     (d) DGCL applicable to a "business combination" (as defined in such Section
203)  will not apply to the execution, delivery or performance of this Agreement
or  to  the  consummation  of  the  Merger.

     5.4     No  Violation.  The  execution,  delivery  and  performance of this
             -------------
Agreement  and  the  Transaction  Documents  by TARGET does not and will not (i)
conflict  with  or  violate any provision of its certificate of incorporation or
bylaws,  each  as  amended  to date; (ii) violate or breach any provision of, or
result,  through  the  mere passage of time, in a violation of, or result in the
termination  or  acceleration of, or diminishment of rights under or a change in
terms  of,  or  entitle any party to terminate, accelerate or diminish rights or
change  terms  (whether  after  the  giving  of notice or lapse of time or both)
under,  be  in  conflict  with or constitute or result in a default (or an event
which,  with  notice  or lapse of time or both, would constitute such a default)
under, or result in the imposition of any Lien upon or with respect to the stock
or  any  assets,  business  or properties of TARGET pursuant to, any instrument,
commitment  or  obligation to TARGET is a party or by any of its assets is bound
or  subject,  or  violate  or conflict with any other restriction of any kind or
character  to which TARGET is subject or bound; (iii) violate any Order to which
TARGET  is  a  party  or it or its respective properties or assets is subject or
bound;  or  (iv) violate any Law, except for such violations, breaches conflicts
or  defaults  that  will  not  have  a  Material  Adverse  Effect  on  TARGET.

     5.5     Consents,  etc. No consent, approval, order or authorization of, or
             --------------
registration,  qualification,  designation,  declaration  or  filing  with,  any
Governmental Authority or any other person on the part of the TARGET is required
in  connection  with  the  execution, delivery and performance by TARGET of this
Agreement  and  the  Transaction  Documents,  except  (a)  stockholder approvals
contemplated by this Agreement, which approval shall have been obtained prior to
Closing, (b) filings required to comply with applicable securities Laws, (c) the
Merger  Filings, and (d) such other consents, authorizations, filings, approvals
and  registrations  which,  if  not  obtained  or made, will not have a Material
Adverse  Effect on PARENT and will not prevent, materially alter or delay any of
the  transactions  contemplated  by this Agreement or the Transaction Documents.

     5.6     SEC  Filings  and  Financial  Statements.
             ----------------------------------------

     (a)     TARGET has previously delivered to PARENT and to PARENT's counsel a
copy of TARGET's most recent Report on Form 10-KSB for the period ended June 30,
2003  (the  "TARGET  10KSB"),  its  subsequent  Reports  on  Form  10-QSB  filed
             -------------
subsequent to the end of the last annual period (the "TARGET 10Qs"), its Reports
                                                      -----------


                                     E - 22
<PAGE>

on  Form  8-K filed subsequent to the end of the last annual period (the "TARGET
                                                                          ------
8Ks"), TARGET's other reports and proxy statements, if any, filed by PARENT with
---
the  SEC  pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to
the  end  of the last annual period reported on in the TARGET 10KSB (the "TARGET
                                                                          ------
Proxy  and Other Reports"), and TARGET's other registration statements, reports,
------------------------
notices  and  filings  filed  with  the  SEC pursuant to the Exchange Act or the
Securities Act during the period subsequent to the end of the last annual period
reported on in the PARENT 10KSB or, in the case of registration statements filed
pursuant  to  the  Securities  Act  prior  to  such  last  annual  period,  such
registration  statements  if  such  registration  statements are still effective
("TARGET'S  Securities  Act  Filings  and  Exchange  Act  Reports"),  sometimes
  ---------------------------------------------------------------
hereafter  referred  to  as  TARGET  "SEC  Filings".)
                                      ------------

     (b)     As  of  the  date  on  which  each one was filed and as of the date
hereof,  each  TARGET  SEC Filing (i) complied in all material respects with the
applicable  requirements  of  the  Securities  Act,  the  Exchange  Act,  other
applicable  securities Laws, and the rules and regulations of the SEC thereunder
applicable  to such SEC Filings and (ii) did not contain any untrue statement of
a  material  fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading.

     (c)     Since  June  30,  2003,  TARGET  has  filed all reports, schedules,
forms,  statements  and  other documents required to be filed by it with the SEC
pursuant  to  the  reporting  requirements  of  the  Exchange  Act, and all such
documents  were  filed  within  the  time periods specified in the Exchange Act.

     (d)     As  of  their  respective  dates,  the  TARGET Financial Statements
included  in the TARGET SEC filings complied as to form in all material respects
with  the  applicable  accounting  requirements  and  the  published  rules  and
regulations  of  the  SEC with respect thereto.  The TARGET Financial Statements
have  been  prepared  in  accordance with GAAP, consistently applied, during the
periods  involved  and  fairly present in all material respects the consolidated
financial  position  of  TARGET  as  of the dates thereof and the results of its
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited  statements,  to  normal year-end audit adjustments which would not be
material  in amount or effect).  TARGET keeps proper books, records and accounts
in  accordance  with  GAAP which (i) are in all material respects true, complete
and  correct,  (ii)  have  been  maintained  in  accordance  with  good business
practices,  and  (iii) are stated in reasonable detail and accurately and fairly
reflect  the  basis  for  the  TARGET  Financial Statements.  TARGET maintains a
system  of  internal  accounting  controls  sufficient  to  provide  reasonable
assurances  that  (A)  transactions are executed in accordance with management's
general  or  specific  authorization; (B) transactions are recorded as necessary
(x)  to  permit preparation of financial statements in conformity with generally
accepted  accounting  principles  or  any  other  criteria  applicable  to  such
statements,  (y)  to  maintain  accountability  for  assets,  and (C) the amount
recorded  for  assets  on  the  books and records of TARGET is compared with the
existing  assets  at  reasonable  intervals and appropriate action is taken with
respect  to  any  differences.

     (e)     Since  June  30,  2003,  TARGET has not incurred any liabilities or
obligations  of  any  nature,  whether  or  not accrued, absolute, contingent or
otherwise  ("Liabilities"),  other  than  Liabilities  reflected on, or reserved
             -----------


                                     E - 23
<PAGE>

against in, the PARENT Financial Statements, and Liabilities incurred since June
30,  2003  in  the  ordinary  course  of  business.

     5.7     Absence  of  Certain  Changes  or  Events;  Conduct  of  Business.
             -----------------------------------------------------------------

     (a)     Except  as set forth in Schedule 5.7(a) since June 30, 2003, TARGET
has  not  done  or  suffered  any  of  the  following:

          (i)  amended  or otherwise changed its Certificate of Incorporation or
     Bylaws;

          (ii)  issued,  sold, pledged, disposed of or encumbered, or authorized
     the  issuance,  sale,  pledge, disposition or encumbrance of, any shares of
     its  capital  stock  of  any  class  or  any  Common  Stock  Warrants;

          (iii) reclassified, combined, split, subdivided or redeemed, purchased
     or  otherwise  acquired,  directly or indirectly, any TARGET capital stock;

          (iv)  declared,  set  aside,  made  or  paid  any  dividend  or  other
     distribution,  whether  payable in cash, stock, property or otherwise, with
     respect  to  any  TARGET  capital  stock;

          (v)  acquired  (including,  without  limitation, for cash or shares of
     stock,  by  merger,  consolidation  or  acquisition of stock or assets) any
     interest  in any corporation, partnership or other business organization or
     division  thereof  or any assets, or made any investment either by purchase
     of  stock  or securities, contributions of capital or property transfer, or
     purchased  any  property  or  assets  of  any  other  Person;

          (vi)  made  any  loans  or  advances  to  any  other  Person;

          (vii)  borrowed  any  amount  or  incurred  or  became  subject to any
     Liabilities  (absolute,  accrued  or  contingent),  other  than  current
     Liabilities  incurred  in  the  ordinary course of business and Liabilities
     under  contracts  entered  into  in  the  ordinary  course  of  business in
     accordance  with  past  practice;

          (viii)  assumed, guaranteed or endorsed the obligations of any Person,
     or  entered  into  any  "make-well"  or "make-whole" or other agreements in
     support  of  the  credit  of  any  Person, except in the ordinary course of
     business  consistent  with  past  practice;

          (ix)  discharged  or  satisfied  any material Lien or adverse claim or
     paid  any  Liability  (absolute, accrued or contingent), other than current
     Liabilities  shown  on  the  TARGET  Audited  Balance  Sheet  and  current
     Liabilities  incurred since the date of the TARGET Audited Balance Sheet in
     the  ordinary  course  of  business  in  accordance  with  past  practice;

          (x)  mortgaged,  pledged  or subjected to any material Lien or adverse
     claim  any  of its properties or assets, except for Liens for taxes not yet
     due  and  payable  or  otherwise  in  the  ordinary  course  of business in
     accordance  with  past  practice;

          (xi)  except in the ordinary course of its business, sold, assigned or
     transferred  any  of  its assets, tangible or intangible, having a value in
     any  single  transaction  in  excess  of  $50,000;


                                     E - 24
<PAGE>

          (xii)  suffered  any  extraordinary  losses  or  waived  any rights of
     material  value other than in the ordinary course of business in accordance
     with  past  practice;

          (xiii)  made  any  capital  expenditures or commitments therefor other
     than in the ordinary course of business consistent with past practice or in
     an  amount  less  than  $50,000;

          (xiv)  entered  into  any other transaction other than in the ordinary
     course  of  business  consistent  with past practice in an amount less than
     $50,000, or any material transaction, whether or not in the ordinary course
     of  business;

          (xv)  suffered  any  damages, destruction or casualty loss, whether or
     not  covered  by  insurance,  affecting  any of the properties or assets of
     TARGET,  which could, individually or in the aggregate, have or result in a
     Material  Adverse  Effect;

          (xvi)  made  any  material  change  in the nature or operations of the
     business  of  the  TARGET;

          (xvii)  participated  in  any  transaction  that would have a Material
     Adverse  Effect  or otherwise acted outside the ordinary course of business
     in  any  material  fashion;

          (xviii) entered into, amended, terminated or canceled any Contract, or
     relinquished  any  material  rights thereunder, other than, in the ordinary
     course of business, consistent with past practice, (provided, that for this
                                                         --------
     purpose  no  Contract pursuant to which the TARGET ENTITIES have any rights
     to  own  or  use  any  intellectual  property in their business (other than
     "off-the-shelf"  software)  shall  be  deemed  immaterial);

          (xix)  in respect of any instrument, commitment or obligation to which
     TARGET  is  a  party  or  by which any of its respective assets is bound or
     subject,  did  any  of  the  following:

               (A)  violated  or  breached  any  provision  thereof,

               (B)  taken  any  action  or  omitted  to  take  any action which,
          immediately  or after the passage of time, could result in a violation
          thereof, or result in the termination or acceleration thereof, default
          thereunder,  or  diminishment  of  rights  under  or a change in terms
          thereof,  or  entitle any third party to declare a default, terminate,
          accelerate  or  diminish  rights  or  change  terms (whether after the
          giving  of  notice  or  lapse  of  time  or  both)  thereunder;

               (C)  result in the imposition of any Lien upon or with respect to
          the  stock  or  any  assets,  business  or  properties  of  TARGET; or

               (D) violate or conflict with any other restriction of any kind or
          character  to  which  TARGET,  or  any of its respective properties or
          assets,  is  subject  or  bound;


                                     E - 25
<PAGE>

          (xx)  changed any accounting policies or procedures or made any change
     in  any  accounting  methods  or  systems  of internal accounting controls,
     except  as  may  be  appropriate  to  conform  to  changes  in  GAAP;

          (xxi)  made  any  Tax  election,  other than in the ordinary course of
     business  consistent  with  past  practice;

          (xxii)  paid,  discharged  or  satisfied  any  Liens,  claims,  debts,
     liabilities  or  obligations  (absolute,  accrued,  asserted or unasserted,
     contingent or otherwise), other than the payment, discharge or satisfaction
     in the ordinary course of business and consistent with past practice of due
     and  payable  liabilities  reflected  or  reserved  against  in  the TARGET
     Financial  Statements,  as  appropriate, or liabilities incurred after June
     30,  2003  in  the  ordinary  course  of  business and consistent with past
     practice;

          (xxiii)  entered  into  any  Contract  or  transaction with or for the
     benefit  of,  or  made any loan or advance to or for the benefit of, any of
     its  directors,  officers,  stockholders,  Affiliates  or Associates or any
     entity  in  which  any  such  director,  officer, stockholder, Affiliate or
     Associate,  or  their  respective Affiliates or Associates, has a direct or
     indirect  interest,  whether  or not in the ordinary course of business; or

          (xxiv)  entered  into  any  agreement,  commitment  or  understanding,
     whether  in writing or otherwise, to take or authorize any of the foregoing
     actions  or  any  action which would make any representation or warranty in
     this  Article  IV  untrue  or  incorrect  in  any  respect.
           -----------

     5.8     No Material Adverse Change. Since June 30, 2003, there has not been
             --------------------------
any  Material  Adverse  Change  in  the business and financial condition TARGET,
taken  as a whole, or any other event or condition of any character that has had
or  will  have  a  Material  Adverse  Effect  on  TARGET,  taken  as  a  whole.

     5.9     Litigation.  Except  as  set  forth  in  Schedule  5.9:
             ----------                               -------------

     (a)     There  are  no Legal Proceedings pending or, to TARGET's Knowledge,
threatened  against  TARGET  challenging  the  Merger, or seeking to restrain or
prohibit  the  consummation  of  the  Merger.

     (b)     There  are  no Legal Proceedings pending or, to TARGET's Knowledge,
threatened,  against  TARGET,  its  business  or its assets which, if determined
adversely  to  TARGET,  will  have  a  Material  Adverse  Effect  on  TARGET.

     (c)     There  are  no Legal Proceedings pending or, to TARGET's Knowledge,
threatened,  against  (i)  any  of  TARGET's  officers,  directors,  employees,
consultants  or agents in their capacity as such or relating to their employment
services  or  relationship  with  TARGET  or  (ii) any TARGET ENTITY's officers,
directors,  employees,  consultants  or  agents  in  their  capacity  as such or
relating  to  their  employment  services  or  relationship  with  such  TARGET.

     (d)     There is no Order of any Governmental Authority outstanding against
TARGET  or  any  of  the  TARGET  ENTITIES.


                                     E - 26
<PAGE>

     (e)     There  is  no  Order  of  any  Governmental Authority or arbitrator
outstanding  or,  to  TARGET's  Knowledge,  threatened  against  any of TARGET's
officers,  directors, employees, consultants or agents in their capacity as such
or  relating  to  their  employment services or relationship with.  None of such
persons  have pled nolo contendre to or been convicted of any criminal violation
                   --------------
of  any  securities  Law  or  any  felony,  or  been  barred by any Governmental
Authority (including, without limitation, the SEC or the FDA) or self-regulatory
organization or national securities exchange (including, without limitation, the
American  Stock  Exchange).

     5.10     Tax  Matters.  Except  as  set  forth  in  Section  5.10:
              ------------                               -------------

     (a)     Except  as  set forth on Schedule 5.10(a) TARGET has paid or caused
to be paid all Taxes (including estimated Taxes) and other assessments due on or
prior  to the Agreement Date.  Without limiting the generality of the foregoing,
TARGET  has duly paid state and local sales and use Taxes in all states in which
it  is  required  to  report  and  pay such Taxes.  No additional Tax assessment
against  TARGET  has  been  heretofore  proposed  or,  to  TARGET's  Knowledge,
threatened  by  any Governmental Authority for which provision has not been made
on  its  balance  sheet.

     (b)     TARGET  has timely filed all Tax Returns required by applicable Law
and all such Tax Returns are true and correct in all material respects, and (ii)
such  Tax  Returns  are not subject to penalties under Section 6662 of the Code,
relating  to  accuracy-related  penalties (or any corresponding provision of the
state,  local  or  foreign  Tax  law)  or  any predecessor provision of law.  An
extension  of  time  within which to file any Tax Return that has not been filed
has  not  been  requested  or  granted.

     (c)     TARGET  has not had any Tax deficiency assessed against it.  No tax
audit  is  currently  in progress and there is no unassessed deficiency proposed
or,  to  the  TARGET's  Knowledge,  threatened  against.

     (d)     TARGET  has withheld or collected from each payment made to each of
its  employees,  whether in cash, stock or in kind, the full amount of all Taxes
(including,  but  not  limited  to,  federal  income  taxes,  Federal  Insurance
Contribution  Act  taxes  and Federal Unemployment Tax Act taxes) required to be
withheld  or  collected  therefrom,  and  has  paid  the  same  to  the  proper
Governmental Authority or authorized depositories.  No material special charges,
penalties, fines, liens or other similar encumbrances have been asserted against
TARGET  with  respect  to the payment or failure to pay any Taxes which have not
been  paid  or  received  without  further  liability  to  TARGET.

     (e)     TARGET  (i)  has  not  been  a  member  of  an  affiliated group of
corporations,  within  the  meaning of Section 1504 of the Code and (ii) has not
agreed  to  make nor is it required to make any adjustments under Section 481(a)
of  the  Code  by  reason  of  a  change  in  accounting  method  or  otherwise.

     5.11     Contracts.
              ---------

     (a)     Except  as  set forth on Schedule 5.11(a) TARGET is not in default,
                                      ----------------
violation  or  jeopardy  of  cancellation for breach or other non-performance in
respect  of  any  Contract:


                                     E - 27
<PAGE>

          (i)  which  is material to the business, assets, properties, condition
     (financial  or  otherwise),  liabilities,  rights, obligations, operations,
     business  or  prospects  of  the  TARGET;  and

          (ii)  every  other  Contract,  as  follows:

               (A)  between  TARGET and any officer, director or key employee or
          consultant  of  TARGET;

               (B)  between  TARGET  and  any  affiliate  of  TARGET;

               (C)  all  Intellectual Property created by or on behalf of TARGET
          or  in  which  TARGET  acquired  an  ownership  interest or license of
          rights;

               (D)  any  Contract  which  may  not be canceled by TARGET without
          penalty  upon notice of 30 days or less or which provides for payments
          by or to TARGET in an amount in excess of $25,000 over the term of the
          Contract;

               (E)  any Contract containing any covenant limiting in any respect
          the  right  of  TARGET  to  engage  in  any line of business or in any
          jurisdiction  or  to compete with any Person or granting any exclusive
          distribution  rights;

               (F)  any  Contract  relating to the disposition or acquisition by
          TARGET  after the Agreement Date of a material amount of assets not in
          the  ordinary  course  of  business;

               (G)  any  Contract  pursuant  to  which  TARGET  has any material
          ownership  interest  in any corporation, partnership, joint venture or
          other  business  enterprise;  or

               (H)  any  Contract  restricting, directly or indirectly, TARGET's
          right  to  use  Intellectual  Property,  other  than such restrictions
          imposed  by  manufacturers  of software which is mass-produced for the
          general  public  market and is available commercially in "shrink-wrap"
          packages.

     5.12     Intellectual  Property.
              ----------------------

     (a)     TARGET  IP  Rights.  TARGET owns, or has the valid right or license
             ------------------
to  use,  possess, sell or license free and clear of all Liens, all Intellectual
Property  necessary  or  required  for  the conduct of its business as presently
conducted  and as presently proposed to be conducted (such Intellectual Property
being  hereinafter collectively referred to as the "TARGET IP Rights"), and such
rights  to  use,  possess,  distribute  sell  or  license are sufficient for the
conduct  of  such  business.

     (b)     Patents.  Schedule  5.12(b)  separately  identifies each Patent, if
             --------  -----------------
any,  owned  or licensed by TARGET or in which TARGET has an interest specifying
as to each item, as applicable: the title; the jurisdiction(s) in which the item
is  issued or registered or in which an application for issuance or registration
has  been  filed;  and  the  issuance,  registration, or application numbers and
dates; and as to Patents to which TARGET holds a right to use under license, the


                                     E - 28
<PAGE>

material  terms  and  conditions  of  such  license, including, scope of license
rights,  required  license  fees  and any minimum fees, and term of the license.

     (c)     Trademarks.  Schedule 5.12(c) separately identifies each Trademark,
             -----------  ----------------
if  any,  owned or licensed by TARGET specifying as to each item, as applicable:
the  title;  the jurisdiction(s) in which the item is issued or registered or in
which  an  application  for  issuance  or  registration  has been filed; and the
issuance,  registration,  or  application  numbers  and  dates.

     (d)     Copyrights.  Schedule 5.12(d) separately identifies each Copyright,
             -----------  ----------------
if  any,  owned or licensed by TARGET specifying as to each item, as applicable:
the  title;  the jurisdiction(s) in which the item is issued or registered or in
which  an  application  for  issuance  or  registration  has been filed; and the
issuance,  registration,  or application numbers and dates; and as to Copyrights
to  which  TARGET  holds  a  right  to use under license, the material terms and
conditions of such license, including, scope of license rights, required license
fees  and  any  minimum  fees,  and  term  of  the  license.

     (e)     Trade  Secrets.  Schedule  5.12(e) separately identifies each Trade
             ---------------  -----------------
Secret  owned  or licensed by TARGET specifying as to each such Trade Secret the
generic  nature  thereof  without  describing  the  Trade  Secret  itself.

     (f)     Protection  of  Trade  Secrets.  TARGET  has  taken  all reasonable
             -------------------------------
precautions  to  protect  the  secrecy,  confidentiality, and value of its Trade
Secrets  and  the  proprietary  nature  and  value of its Intellectual Property.

     (g)     Confidentiality  Agreements with Key Persons.  Each present or past
             --------------------------------------------
key  employee, officer, consultant or any other person who developed any part of
any TARGET product or any Intellectual Property that is or will be made, used or
sold  by  the  TARGET  has  executed  a  valid  and  enforceable Confidentiality
Agreement  with  the  TARGET.

     (h)     No Infringement by TARGET.  To the Knowledge of the TARGET, none of
             --------------------------
the  Intellectual  Property,  products  or  services  owned,  used,  developed,
provided,  sold  or  licensed  by  the  TARGET,  or made for, used or sold by or
licensed  to the TARGET by any Person or currently under development for TARGET,
or  the  marketing  or  distribution of any such products or services, infringes
upon  or  otherwise violates any Intellectual Property rights of others, nor has
TARGET  received  any  notice  of  any  claim of any such infringement, nor does
TARGET  have  Knowledge  of  any  reasonable  basis  for  any  such  claim

     (i)     No  Infringement  Upon TARGET's IP Rights.  To the Knowledge of the
             ------------------------------------------
TARGET,  no  Person  is  infringing upon or otherwise violating the Intellectual
Property  rights  of  the  TARGET.

     (j)     No  Breach by Employees or Consultants.  No employee, consultant or
             --------------------------------------
independent  contractor  of TARGET:  (i) is in violation of any material term or
covenant  of  any  employment  contract,  patent disclosure agreement, invention
assignment agreement, non-disclosure agreement, non-competition agreement or any
other  contract  or agreement with any other party by virtue of such employee's,
consultant's,  or  independent  contractor's  being  employed  by, or performing
services for, TARGET.  Neither TARGET's employment of its employees, nor the use
by  TARGET of the services of any consultant or independent contractor, subjects
TARGET  to  any  material  liability  to  any  third  party.


                                     E - 29
<PAGE>

     (k)     Royalties;  Fees;  Honoraria.  To  TARGET's Knowledge, there are no
             ----------------------------
royalties,  honoraria,  fees  or  other  payments payable by TARGET to any third
person  by  reason  of the ownership, use, possession, license, sale, marketing,
advertising  or  disposition  of  any  TARGET  IP  Rights.

     (l)     No  Default.  Neither  the  execution,  delivery and performance of
             -----------
this  Agreement  nor the consummation of the Merger and the other agreements and
transactions  contemplated  hereby and/or by the Transaction Documents will: (i)
constitute  a  breach,  violation  or  default  by  TARGET  under  any  material
instrument, contract, license or other agreement governing any TARGET IP Rights;
(ii)  cause  the  forfeiture  or  termination  of,  or  give  rise to a right of
forfeiture or termination of, any TARGET IP Rights; or (iii) impair the right of
TARGET to use, possess, sell or license any TARGET IP Rights or portion thereof.

     5.13     Employee/Employee  Benefit  Matters.
              -----------------------------------

     (a)     Neither  the  TARGET  nor  any  entity which is or was under common
control  maintains  or  contributes  to,  or  has within the preceding six years
maintained  or  contributed  to,  or  may have any liability with respect to any
employee benefit plan subject to Title IV of Employee Retirement Income Security
Act  of  1974, as amended ("ERISA"), or Section 412 of the Code or any "multiple
                            -----
employer  plan"  within  the  meaning  of  the  Code  or  ERISA.

     (b)     TARGET does not and has not sponsored, maintained or contributed to
any "employee benefit plan", as defined in Section 3(3) of ERISA (including, but
not  limited  to, employee benefit plans which are not subject to the provisions
of  ERISA) ("Plan"). Except as set forth in Schedule 5.13, TARGET is not a party
             ----                           -------------
to  any  collective  bargaining  agreement,  profit sharing, stock option, stock
purchase,  pension,  bonus,  incentive,  retirement,  incentive  award  plan  or
arrangement,  vacation  policy,  severance pay policy or agreement for severance
pay, accelerated vesting or similar benefits following termination of employment
or  upon  the  execution of this Agreement or the Closing, deferred compensation
agreement  or  arrangement,  consulting  agreement, employment contract, medical
reimbursement,  life  insurance  or  other benefit plan, agreement, arrangement,
program,  practice  or  understanding  ("Benefit  Program").
                                         ----------------

     (c)     The  TARGET  does not have any obligations to provide or any direct
or  indirect,  whether contingent or otherwise, with respect to the provision of
health  or  death  of  any  current  or  former  employees.

     (d)     Schedule  5.13  lists  all  of  TARGET's  full-time  or  part-time
             --------------
employees.  There  are  no  existing or, to TARGET's Knowledge, threatened labor
disputes.  TARGET  owes  no  wages,  bonuses,  commissions,  taxes, penalties or
assessments,  owed  to,  or  arising  out  of  the  employment  of, any officer,
director,  employee  or  other person or consultant.  TARGET is in compliance in
all  material  respects  with  all  applicable  laws  respecting  employment and
employment  practices,  terms  and  conditions  of  employment, wages and hours,
occupational safety and health, and is not engaged in any unfair labor or unfair
employment  practices.  There is no unfair labor practice charge or complaint or
any  other  matter  against (or to TARGET's Knowledge, involving) TARGET pending
or,  to  TARGET's  Knowledge,  threatened before any Governmental Authority.  No
agreement,  arbitration  or court decision or governmental order to which TARGET
is  a  party  or, to TARGET's Knowledge, to which it or any of its properties or
assets is bound or subject in any way limits or restricts TARGET from relocating
or  closing  any  of  its  operations.


                                     E - 30
<PAGE>

     5.14     Environmental  Laws.  TARGET is not in violation of any applicable
              -------------------
Environmental  Law  and  TARGET  is  not  and  will  not be required to make any
expenditures  to  comply  with  any  Environmental  Law.

     5.15     Insurance.  Schedule  5.15  sets forth a true and complete list of
              ---------   --------------
all  insurance policies (including the self-insurance retentions and deductibles
under  those policies) in force naming TARGET as an insured or beneficiary or as
a  loss payable payee or for which TARGET has paid or is obligated to pay all or
part  of the premiums.  TARGET has not received written notice of any pending or
threatened  cancellation or material premium increase (retroactive or otherwise)
with respect thereto, and, TARGET is in compliance with all conditions contained
therein.  There  are  no  pending  claims against such insurance by TARGET as to
which  insurers  are  defending  under  reservation  of  rights  or  have denied
liability,  and there exists no material claim under such insurance that has not
been  properly filed by TARGET.  The insurance policies maintained by TARGET are
adequate  in  scope  and  amount to cover all prudent and reasonably foreseeable
risks  which  may  arise in the conduct of their business as currently conducted
and  as  proposed  to  be  conducted.

     5.16     Related Party Transactions.  Except as set forth on Schedule 5.16,
              --------------------------                          -------------
no  director, officer or other Affiliate or Associate of TARGET or any entity in
which any such director, officer or other Affiliate or Associate, has any direct
or  indirect material interest in, or owns any beneficial interest in any Person
(other  than  a  publicly  held  corporation whose stock is traded on a national
securities  exchange  or  in the over-the-counter market and less than 1% of the
stock of which is beneficially owned by any such persons) that has any direct or
indirect  interest  in: (i) any property (real, personal or mixed), tangible, or
intangible, used or currently intended to be used in, the business or operations
of TARGET, (ii) any Contract, or any other arrangement or understanding with, or
relating  to,  the  business  or  operations of TARGET, or any person with which
TARGET  has a business relationship; (iii) any loan, arrangement, understanding,
agreement  or  contract  for  or  relating to indebtedness of TARGET or (iv) any
Person  that  competes  with  TARGET.

     5.17     Trading  in  TARGET Common Stock.  Except as set forth on Schedule
              --------------------------------                          --------
5.17,  during  the six month period prior to the Agreement Date, none of TARGET,
 ---
any  holder of 5% or more of the shares of TARGET, or any officer or director of
TARGET or any other affiliate of TARGET, has directly or indirectly purchased or
sold  (including  short  sales)  any  shares of TARGET Common Stock (or any put,
call,  option  or  derivative  security  or  the  like  relating thereto) in any
transactions.

     5.18     FDA  Matters.  After  due  investigation, (i) the TARGET currently
              ------------
has  no  reasonable basis to believe that any Governmental Authority, including,
but  not limited to, the United States Food and Drug Administration (the "FDA"),
                                                                          ---
will  ultimately  prohibit  the  marketing,  sale,  license or use in the United
States or elsewhere of any product developed, produced or marketed by the TARGET
or  with  third parties (each, a "Product"), (ii) the TARGET knows of no product
                                  -------
or  process  which  the  FDA  has  prohibited from being marketed or used in the
United  States which in function and composition is substantially similar to any
Product,  (iii)  the  TARGET  has  no Product on clinical hold nor any reason to
expect that any Product is likely to be placed on clinical hold, (iv) the TARGET
has  disclosed  to  the PARENT all submissions to the FDA made by the TARGET and
the  FDA responses (and other material correspondence received from or submitted
to  the  FDA  by  the  TARGET),  including,  but not limited to, all FDA warning
letters,  regulatory  letters  and  notice  of  adverse  finding letters and the
relevant  responses, received by the TARGET or any agent thereof relative to the


                                     E - 31
<PAGE>

development  of  its  Products,  (v)  none  of  the  TARGET  or, to the TARGET's
Knowledge,  its  employees,  its  Affiliates  or  its  agents,  has  ever  been
sanctioned,  formally  or otherwise, by the FDA, and (vi) there has not been any
suspensions  or  debarments  by  the  FDA or other federal departments and state
regulatory  bodies against the TARGET or, to the TARGET's Knowledge, any current
or  former  employees  of  the  TARGET.

     5.19     Investment  Company.  The TARGET is not an "investment company" or
              -------------------
an  "affiliated  person"  of,  or  "promoter"  or "principal underwriter" for an
                                           -
investment company, within the meaning of the Investment Company Act of 1940, as
amended.

     5.20     Broker's  or  Finder's Commissions.  No investment banker, finder,
              ----------------------------------
broker, agent, financial person or other intermediary has acted on behalf of the
TARGET  in  connection  with  the  Merger,  this  Agreement, or the transactions
contemplated  hereby  and  thereby.

     5.21     Limitation  on  Liability  for Change of Control Payments.  TARGET
              ---------------------------------------------------------
shall  have  obtained  waivers  from  its  Executives  of  the change of control
lump-sum  payment  provisions  in their existing employment agreements or in the
absence  of  any  of  such  waivers  TARGET  shall  adjust  the Lump Sum Payment
provisions not waived, so that not more than a maximum of One Hundred and Twenty
Thousand  ($120,000)  Dollars is payable to former Executives of TARGET upon any
change  of  control  in  connection  with  the  Merger.

                                   ARTICLE VI.
                               INTERIM OPERATIONS

     6.1     Conduct  of  Business  by TARGET Pending the Merger.  TARGET hereby
             ---------------------------------------------------
covenants  and  agrees  that, between the Agreement Date and the Effective Time,
(i)  TARGET  shall  operate  its business only in the ordinary course consistent
with past practice and will not engage in any new line of business or enter into
any  new  Contract, transaction or activity or make any commitment except in the
ordinary  course  of  business consistent with past practice, or take any action
which would result in a breach of its representations, warranties, covenants and
agreements  pursuant  to  this  Agreement; (and in no event will TARGET make any
expenditure  or  other  financial  commitment  over $25,000.00 without the prior
written  consent  of  PARENT,  such  consent  not to be unreasonably withheld or
delayed);  and (ii) TARGET shall use commercially reasonable efforts to preserve
intact  its business organization, to keep available the services of its current
officers,  employees  and consultants, and to preserve its present relationships
with  customers,  suppliers  and  other  persons  with  which  it  has  business
relations.

     6.2     Conduct  of  Business  by PARENT Pending the Merger.  PARENT hereby
             ---------------------------------------------------
covenants  and  agrees  that, between the Agreement Date and the Effective Time,
(i)  PARENT  shall  operate  its business only in the ordinary course consistent
with past practice and will not engage in any new line of business or enter into
any  new  Contract, transaction or activity or make any commitment except in the
ordinary  course  of  business consistent with past practice, or take any action
which would result in a breach of its representations, warranties, covenants and
agreements  pursuant  to  this  Agreement  (and in no event will PARENT make any
expenditure  or  other  financial  commitment  over $25,000.00 without the prior


                                     E - 32
<PAGE>

written  consent  of  TARGET,  such  consent  not to be unreasonably withheld or
delayed);  (ii)  PARENT  shall  use  commercially reasonable efforts to preserve
intact  its business organization, to keep available the services of its current
officers,  employees  and consultants, and to preserve its present relationships
with  customers,  suppliers  and  other  persons  with  which  it  has  business
relations;  and  (iii)  PARENT  shall  not, directly or indirectly, issue, sell,
transfer  or  otherwise  dispose  of any securities of PARENT, or enter into any
option,  warrant,  convertible  instrument or other oral or written agreement or
understanding  to do the same, without reasonable prior written notice to TARGET
and prior written consent by TARGET.  PARENT acknowledges and agrees that TARGET
may  object to the actual terms or conduct of any offering proposed by PARENT if
such  offering  would  materially  interfere  with  the  consummation  of public
offerings  to financing the business plans of PARENT and TARGET post-closing, or
would  materially change the management or control of PARENT or the condition of
PARENT,  or  TARGET's  expectations with respect to the same (including, without
limitation,  the  anticipated  percentage  ownership  of  PARENT  by  TARGET
stockholders  as  of  the  Closing).

     6.3     Approval  of  Stockholders.  Both  PARENT and TARGET shall take, as
             --------------------------
promptly  as  reasonably practicable, and prosecute with all due and appropriate
speed such other steps reasonably necessary to obtain all stockholder approvals,
and  regulatory  approvals,  required for the consummation of the Merger and the
other  transactions  contemplated by this Agreement, including, specifically, in
the  case  of  PARENT, the filing of applicable preliminary proxy materials with
the  SEC as promptly as practicable and, in any case, by April 30, 2004, and the
mailing  of  definitive  final  proxy  materials  to  stockholders  as  soon  as
practicable  and permissible in anticipation of a meeting of the shareholders of
PARENT  to  be held as promptly as practicable and permissible but, in any case,
on  or  before  July  30,  2004,  or  such  later date as may be approved by the
parties,  for  approval  of  the  Merger  and  the other aforesaid transactions.

                                  ARTICLE VII.
                              ADDITIONAL AGREEMENTS

     As used in this Section 7 and elsewhere in this Agreement GBI means PARENT,
and  Corgenix  or  CONX  means  TARGET.

     7.1     Best  Efforts;  Cooperation;  Further Assurances.  Each of the
             ------------------------------------------------
parties hereto shall use commercially reasonable efforts to take, or cause to be
taken,  all  appropriate  actions,  and  to  do, or cause to be done, all things
necessary,  proper  or  advisable  under  applicable Laws to consummate and make
effective  the  transactions contemplated herein, including, without limitation,
(i)  cooperating  with  the  other  in  the preparation and filing of all forms,
notifications,  reports  and  information, if any, required or reasonably deemed
advisable  pursuant  to  any Law or the rules of the American Stock Exchange, in
connection  with  the  transactions  contemplated  by this Agreement; (ii) using
commercially  reasonable  efforts  to  obtain  all  licenses, permits, consents,
approvals,  authorizations,  qualifications  and  orders  of  any  Governmental
Authority  or other Persons (including, without limitation, parties to Contracts
with TARGET or PARENT) as are necessary for the consummation of the transactions
contemplated  hereby  (provided,  that  nothing  herein  shall require PARENT or
TARGET, as the case may be, to amend, modify or terminate any material Contract,
or  take  or  refrain  from  taking  any  action with respect to its business as
currently  conducted or as proposed to be conducted, to obtain any such license,
permit, consent, approval, authorization, qualification or orders); (iii) making
on  a  prompt  and timely basis all governmental or regulatory notifications and
filings  required  to  be  made  by  it for the consummation of the transactions
contemplated  hereby;  (iv)  defending  all  legal  proceedings challenging this
Agreement  or  the  consummation  of the transactions contemplated hereby and to
lift  or  rescind  any  injunction or restraining order or other order adversely
affecting the ability of the parties to consummate the transactions contemplated


                                     E - 33
<PAGE>

hereby;  and  (v) executing and delivering such additional instruments and other
documents  and taking such further actions as may be necessary or appropriate to
effectuate, carry out and comply with all of the terms of this Agreement and the
transactions  contemplated  hereby.  In  this  connection,  each party expressly
covenants  and  agrees  to  prepare  and  furnish  to  the  other as promptly as
reasonably  practicable  following  the execution and delivery of this Agreement
and,  in  any  case, not less than ten (10) business days prior to the date upon
which  PARENT  is  filing  with  the SEC proxy materials for the approval of the
transactions  contemplated  hereby,  the  business  description,  and  in  form
reasonably necessary and appropriate to permit PARENT to include the same in its
SEC  proxy  materials  and  other  required  SEC  filings  pertaining  to  the
transactions  contemplated  hereby  in  compliance with applicable SEC rules and
regulations.

     7.2     Access  to  Information. From the Agreement Date to the Effective
             -----------------------
Time,  each  party  hereto  shall  (and  shall  cause  its  directors, officers,
employees,  auditors,  counsel  and agents to) afford the other party hereto and
the  other  party's officers, employees, auditors, counsel and agents reasonable
access  on  reasonable notice during business hours, without undue disruption of
operations,  to  all assets, properties, books, records, accounts, contracts and
documents  of  or relating to such providing party and such other information as
the  receiving  party may reasonably request concerning the businesses, finances
and  properties of such providing party and its operations.  Until the Effective
Time, all confidential information provided pursuant to this Section 7.2 will be
                                                             -----------
subject  to  the  confidentiality  agreement  previously  executed by PARENT and
TARGET  (the  "Confidentiality  Agreement")  and the provisions of Section 15.11
               --------------------------                          -------------
hereof.

     7.3     Notification  of  Certain  Matters.  Each  of  PARENT and TARGET
             ----------------------------------
promptly  shall  give  written notice to the other of (i) any material change in
the  normal  course  of  its  business;  (ii) the receipt by it of notice of any
governmental  complaints,  investigations  or  hearings  (or  communications
indicating  that  the same may be contemplated) or the receipt by it of a notice
of  the  institution  or  the  threat  of  litigation or other legal proceedings
involving  it;  and  (iii)  the  occurrence or non-occurrence of any other event
which  causes,  or  would  be  reasonably likely to cause, any representation or
warranty  by  it  contained herein to be untrue or inaccurate in any respect, or
any  covenant,  condition or agreement of it contained herein not to be complied
with  or  satisfied  in  any  respect.

     7.4     Publicity.  No  press  release  or  other  public  announcement
             ---------
related  to  this  Agreement  or  the  transactions contemplated hereby shall be
issued  by  any  party  without  the prior written approval of the other parties
hereto, except that (i) PARENT may make such public disclosure which it believes
in  good  faith  to  be  required by applicable Law or the rules of the American
Stock  Exchange  after reasonable prior consultation with TARGET and (ii) TARGET
may  make  such public disclosure which it believes in good faith to be required
by  applicable  Law or the rules of the NASD after reasonable prior consultation
with  PARENT.

     7.5     Exclusive  Dealings.  From the Agreement Date until the Effective
             -------------------
Time,  or  earlier  termination  of  this  Agreement  as provided in Article XIV
                                                                     -----------
hereof,  none  of  PARENT,  TARGET  or  their respective Affiliates, Associates,
directors,  officers,  agents,  employees,  advisors,  counsel  or  other
representatives  (collectively,  "Representatives")  shall,  nor shall PARENT or
                                  ---------------
TARGET  authorize or permit any of their respective Representatives to, directly
or  indirectly:  (i)  solicit,  encourage,  initiate  or  participate  in  any


                                     E - 34
<PAGE>

negotiations  or discussions with respect to, or respond to (other than a simple
response  that  none  can  be made), any offer or proposal to acquire all or any
part  of  PARENT  or  TARGET,  as  the  case  may be, whether by asset purchase,
license,  joint  venture,  stock  purchase, business combination or otherwise (a
"Competing  Transaction"),  (ii)  disclose any information concerning itself not
 ----------------------
customarily  disclosed  to any Person and which information one could reasonably
assume  would be used for the purposes of formulating an offer or proposal for a
Competing Transaction, (iii) cooperate with any Person to make any such offer or
proposal,  (iv)  agree to or endorse any Competing Transaction, or (v) authorize
any  Representatives  to  take  any  action prohibited by this Section.  Each of
PARENT  and  TARGET  shall  use  its  prudent  business  efforts,  including (if
necessary)  the  taking  of  legal action, at its cost and expense, to cause its
respective  Representatives to refrain from taking any action prohibited by this
Section.  Each  of  PARENT  and  TARGET  shall  promptly notify the other of any
inquiry  or  contact  with  any  Person  with  respect to an actual or potential
Competing  Transaction,  the  identity  of the person making the contact and the
material  terms  of  any  such  contact.  Each  of PARENT and TARGET agrees that
during  the period in which this Section shall apply, it will not take or permit
any  material  changes  in  its  business,  assets,  liabilities,  or condition,
financial  or  otherwise, or enter into any agreement or understanding to do the
same,  except  as  expressly  permitted  under  this  Agreement.

     7.6     Trading  in PARENT or TARGET Common Stock.  From the Agreement
             -----------------------------------------
Date  until  the  Effective  Time,  neither  PARENT  or  TARGET nor any of their
Representatives  will, directly or indirectly, purchase or sell (including short
sales)  any shares of PARENT or TARGET Common Stock (or any put, call, option or
derivative  security  or  the  like  relating  thereto).

     7.7     PARENT  Board  of  Directors.
             ----------------------------

     (a)     PARENT  shall  take  all  necessary  steps such that at Closing the
Board  of  Directors  of  PARENT  and  of ACQUISITION CORP. each initially shall
consist  of  eight  (8) persons, at least four (4) of whom shall be "independent
directors" within the meaning of applicable rules and regulations of the SEC and
the  American  Stock  Exchange,  as  follows:

               (i)  Four  (4)  of the directors, including two (2) independents,
          shall  be  nominees selected by E. Greg McCartney ("PARENT Co-Chair");

               (ii)  Four  (4) of the directors, including two (2) independents,
          shall  be  selected  by  Dr.  Luis  Lopez  ("TARGET  Co-Chair");

               (iii) Messrs. McCartney and Lopez shall be Co-Chairpersons of the
          Board;

               (iv)  All  of  the directors so chosen will agree in writing with
          one  another  that neither they nor any one on their respective behalf
          will undertake or act, including, without limitation, the solicitation
          of  any  vote or proxy, to alter the "balanced" nature of the Board of
          Directors  during  the three years following the effective date of the
          merger  Transaction.

     (b)     Management  Team.  The  initial  post merger management team of the
             ----------------
PARENT  shall  include,  but  not  be  limited  to,  the  following  persons:

     Dr.  Luis  R.  Lopez,  Co-Chairman  and  Chief  Scientific  Officer

     E.  Greg  McCartney,  Co-Chairman


                                     E - 35
<PAGE>

     Douglass  T.  Simpson,  CEO  and  President

     William  H.  Critchfield,  V.P.  and  CFO

     Catherine  A.  Fink,  Ph.D.,  V.P.  and  General  Manager

     Ann  L.  Steinberger,  V.P.,  Sales  &  Marketing

     Taryn  G.  Reynolds,  V.P.,  Facilities  &  Technology

      (c)     Treatment  of  CONX/GBI  Employees.  It  is  anticipated  that the
              ----------------------------------
status  quo  for all PARENT and TARGET employees as of the Closing Date shall be
retained  for  at  least 60 days post Closing, that key employees of GBI who are
not  continued  thereafter  will  be  provided  with  up to eighteen (18) months
severance  pay  (with  severance  payments  to  such GBI employees not to exceed
$600,000  in  the  aggregate, and such severance to be paid ratably (in the same
ratio as each such employee's current salary payments) over the severance period
applicable  to  each  such  GBI  employee),  and  that the Vancouver office will
continue  to  be  an  office  of  the Company but solely to assist management in
financing  transactions  and  principally  occupied  by  E.  Greg McCartney, GBI
Co-Chairman.  A  list  of  the  key employees of PARENT who would be entitled to
participate  in  any  such  severance pay has been provided to TARGET by PARENT.
PARENT  will provide to TARGET not less than ten (10) business days prior to the
Closing  with  a  Severance Payment Schedule setting forth the severance payment
amounts  and  schedule  for payment thereof to the GBI employees so entitled and
consistent  with  the  provisions  of  this  Section  7.7(c).

     (d)  Executive  Options  and  Employment  Agreement.  Concurrently with the
          ----------------------------------------------
Closing  PARENT  will  enter  into  employment agreements with the following key
employees  of  TARGET:  Dr.  Luis  R.  Lopez,  Douglass  T.  Simpson, William H.
Critchfield,  Dr. Catherine A. Fink, Ann L. Steinberger, Taryn G. Reynolds (each
an "Executive" and collectively the "Executives") pursuant to which, in addition
to  any  other  compensation such Executives are entitled to, they shall receive
options  to  purchase  an  aggregate of three (3) million shares of GBI's Common
Stock  (the  "Executive  Options").  The  TARGET  Board  shall  determine  the
allocation of such options, and TARGET will provide to PARENT a schedule thereof
not less than ten (10) days prior to the Closing Date.  The employment agreement
with  each  Executive  will be on the same terms and conditions as that existing
under  each  such  Executive's  current employment agreement with TARGET, except
that  (i) salary and cash bonus compensation may be adjusted upward as agreed by
PARENT  and such Executive and (ii) the severance period for termination without
cause  will  be  extended  to 18 months (from 12 months).  Each option agreement
shall  provide  for  3 year vesting (33 1/3%) per year starting from the date of
grant  and an initial exercise price equal 100% of the current fair market value
of  GBI's common stock at the time of Closing.   Existing options of TARGET will
be  exchanged  or  converted to options for PARENT common stock with a number of
option  shares  and  an exercise price equivalent to that under the prior TARGET
option  adjusted  to  reflect  the exchange ratio in the Merger, as described in
Section  3.1(a)  above.

     7.8     Transition  Procedure.  The  Executive  Offices  of  the  Surviving
             ---------------------
Corporation  subsequent  to  the Closing shall be the current offices of TARGET.


                                     E - 36
<PAGE>

As  it  consolidates the executive and corporate office functions and operations
of  the  post-Merger  PARENT  to  the  current offices of TARGET in Westminster,
Colorado,  PARENT  (as  the  Surviving  Corporation)  will execute the following
transition  procedure:

     (a)  So  long  as  it  is  reasonably practicable, and for at least six (6)
months,  the  Surviving  Corporation shall also maintain an office for financial
and  investor  affairs  in  Vancouver,  Canada,  at  which E. Greg McCartney and
necessary  staff  will  be  based.

     (b)  For  a  period  of  sixty (60) days following the Closing Date, PARENT
will  make no material change in the operations of the Surviving Company and its
constituent  companies.

     (c)   Prior  to the Closing, management of TARGET will conduct and analysis
and  review  of  the consolidated operations, assets, employment, facilities and
resources  of  the  Surviving  Corporation, and prepare a post-Merger transition
plan  for  the  Surviving  Corporation  (the  "Transition  Plan"),  such Plan to
consider,  among  other  items,  the  following  issues:

          (i) consolidated operations of the Surviving Corporation to assess the
     desired  operating  structure  and  resource  allocations for the Surviving
     Corporation  post-Merger;

          (ii)  headcount  adjustments which may be necessary during the initial
     six-month  post-Merger  period;

          (iii)  facility  closing and other asset allocation adjustments deemed
     necessary  to  occur  during  the  six  (6)  month  post-Merger  period;

          (iv)  the  status  and  manning  of the Vancouver, B.C. office and Ann
     Arbor,  Michigan  offices;  and

          (v)  staffing  requirements  to achieve the business objectives of the
     Surviving  Corporation  for  the period commencing six (6) months after the
     Closing,  including  the  possible functional/skill-set areas for which the
     Surviving  Corporation  may  require  consulting  services  and  associated
     consulting  offers to be made for services desired on a less than full-time
     basis.

                                  ARTICLE VIII.
         CONDITIONS TO THE OBLIGATIONS OF PARENT AND ACQUISITIONS CORP.

     The obligations of PARENT and Acquisition Corp to effect the Merger and the
other transactions contemplated hereunder shall be subject to the fulfillment at
or  prior to the Effective Time of the following conditions, any or all of which
may  be  waived  in  whole  or  in  part  by  PARENT:

     8.1     Accuracy  of  Representations  and  Warranties  and Compliance with
             -------------------------------------------------------------------
Obligations;  Disclosure Schedule.  The representations and warranties of TARGET
---------------------------------
contained  in  this Agreement shall be true and correct in all material respects
at and as of the Effective Time with the same force and effect as though made at


                                     E - 37
<PAGE>

and  as  of  that  time  except  that those representations and warranties which
address matters only as of a particular date shall have been true and correct as
of such date.  TARGET shall have performed and complied in all material respects
with  all  of  its  obligations  required  by  this Agreement to be performed or
complied with at or prior to the Effective Time.  TARGET shall have delivered to
PARENT  and  ACQUISITION  CORP.  a certificate, dated as of the Closing Date and
signed  by  its  President,  to  the  effect  of  the  foregoing.

     8.2     Corporate Matters.  TARGET shall have delivered to PARENT: (a)
             -----------------
copies  of  the  Certificate  of Incorporation and Bylaws of TARGET as in effect
immediately  prior  to  the Effective Time; (b) copies of resolutions adopted by
the Board of Directors and stockholders of TARGET authorizing this Agreement and
the  consummation of the transactions contemplated hereby; and (c) a certificate
of  good  standing of TARGET issued by the Secretary of State of Nevada and each
other  state  in  which TARGET is qualified to do business as of a date not more
than  ten  (10)  days  prior  to  the  Closing  Date,  certified  in the case of
subsections  (a)  and  (b)  of  this  Section  8.2 as of the Closing Date by the
----------------       ---            ------------
President  of  TARGET  as  being  true,  correct  and  complete.

     8.3     No  Adverse  Proceedings.  No  Governmental Authority or other
             ------------------------
regulatory body shall have enacted, issued, promulgated, enforced or entered any
Law  or  Order  (whether  temporary,  preliminary or permanent) which is then in
effect  and  has  the  effect  of  making  illegal,  materially  restricting  or
preventing  or  prohibiting  the Merger or the transactions contemplated by this
Agreement.  No  Legal  Proceeding shall be overtly threatened or pending against
the  PARENT COMPANIES or TARGET before any court or Governmental Authority which
seeks  to  restrain,  prohibit, invalidate or collect damages arising out of the
Merger  or  any other transaction contemplated hereby or obtain damages or other
relief  from  any  such  party,  in  connection  with  this  Agreement  or  the
consummation  of  the  transactions  contemplated  hereby.

     8.4     Consents and Approvals.  TARGET shall have delivered to PARENT
             ----------------------
copies  of  (a)  all, if any, consents, approvals, orders and authorizations of,
and  all  registrations,  qualifications,  designations, declarations or filings
with,  any  Governmental  Authority or other Persons required in connection with
the  execution  and  delivery by TARGET of this Agreement or the consummation by
TARGET  of  the  transactions  contemplated  hereby  and (b) all consents to the
transactions  contemplated  hereby  and waivers of rights to terminate or modify
any  Contracts,  rights  or obligations of TARGET from any Person from whom such
consent  or  waiver  is  required under any Contract or instrument, or who, as a
result  of  the  transactions  contemplated  hereby,  would  have such rights to
terminate  or  modify such Contracts or instruments, either by the terms thereof
or  as  a  matter  of  Law.

     8.5     Securities  Offerings.  The  offering  and  issuance  of  shares of
             ---------------------
PARENT Common Stock in the Merger shall be in compliance with the Securities Act
and  all  other  applicable  securities  Laws  to the satisfaction of PARENT and
TARGET  and  each  of  their  respective  counsel.  TARGET and holders of TARGET
Capital Stock shall have taken all steps reasonably required by PARENT to ensure
such  compliance.  TARGET  shall  have delivered to PARENT such documentation as
may  be reasonably required to establish compliance under the Securities Act and
all  other  applicable securities Laws in connection with the issuance of Merger
Shares  and  other  consideration  by  PARENT  pursuant  to  this  Agreement.

     8.6     Financial  Statements.     PARENT  shall  have  received  TARGET's
             ---------------------
Financial Statements (such Financial Statements to be as of a date not more than
60  days  prior to the anticipated Closing Date of the Merger), together with an


                                     E - 38
<PAGE>

agreement  by  TARGET's independent public accountant, in customary form, to the
effect  that such accountants will cooperate, on customary terms and conditions,
as  may  be  necessary  or  appropriate  for the inclusion of TARGET's Financial
Statements  in any report required by the SEC to be filed by PARENT with respect
to  the  Merger,  this  Agreement,  and  the  transactions contemplated thereby.

     8.7     No  Material  Adverse  Change.  Between the Agreement Date and
             -----------------------------
the  Effective  Time, there shall not have been any Material Adverse Change with
respect  to  TARGET,  and TARGET shall have delivered to PARENT a certificate to
such  effect, dated as of the Closing Date and signed by an executive officer of
TARGET.

     8.8     Governmental  Consents.  TARGET shall have delivered to PARENT
             ----------------------
copies  of  (a)  all  consents, approvals, orders and authorizations of, and all
registrations,  qualifications,  designations, declarations or filings with, any
Governmental Authority required in connection with the execution and delivery by
TARGET  of  this  Agreement  or  the  consummation by TARGET of the transactions
contemplated hereby and (b) all consents to the transactions contemplated hereby
and  waivers  of  rights  to  terminate  or  modify  any  Contracts,  rights  or
obligations  of  TARGET,  from  any  Person  from whom such consent or waiver is
required  under  any  Contract  or  instrument,  or  who,  as  a  result  of the
transactions  contemplated hereby, would have such rights to terminate or modify
such  Contracts  or  instruments,  either by the terms thereof or as a matter of
Law.

     8.9     PARENT  Stockholder Approval.  The stockholders of the PARENT shall
             -----------------------------
have  approved  the  Merger,  this  Agreement, and the transactions contemplated
thereby,  in  accordance  with  the  PARENT's  Certificate  of Incorporation and
Bylaws,  the  New  York  Business  Corporation  Law  or the DGCL, as applicable,
applicable  securities Laws, and the rules and regulations of the American Stock
Exchange,  and  not  revoked  such  approval.

     8.10     (There  is  no  Section  8.10.)

     8.11     Lock-Up Agreements. At Closing, PARENT shall have received Lock-Up
              -------------------
Agreements,  substantially  in  the  form  of Exhibit 8.11 hereto and reasonably
                                              ------------
acceptable  to PARENT in form and in substance, executed by each of the officers
and  directors  of  TARGET and each Person who is the beneficial holder of 5% or
more  of  the TARGET Common Stock, to the effect that for 180 day period of time
after  the  Closing  none of them will dispose of shares of PARENT Common Stock.

     8.12     Board  of  Directors  of  PARENT  and  ACQUISITION  CORP.
              ---------------------------------------------------------
Contemporaneously  with  the  Closing,  the  Board  of  Directors  of PARENT and
ACQUISITION  CORP.  shall  have  been  constituted  as  required by Section 7.7.
                                                                    -----------

     8.13     TARGET Stockholder Approval.  The stockholders of the TARGET shall
              ----------------------------
have  approved  the  Merger,  this  Agreement, and the transactions contemplated
thereby,  in  accordance  with  the  TARGET's  Certificate  of Incorporation and
Bylaws,  Nevada  corporate  law,  and  applicable  securities  Laws.

     8.14     Target  Executive  Change  of  Control Waivers.  TARGET shall have
              ----------------------------------------------
obtained  waivers  from its Executives of the change of control lump-sum payment
provisions  in  their  existing  employment  agreements.


                                     E - 39
<PAGE>

                                   ARTICLE IX.
                     CONDITIONS TO THE OBLIGATIONS OF TARGET

     The  obligations  of  TARGET  to  effect the Merger shall be subject to the
fulfillment  at  or prior to the Effective Time of the following conditions, any
or  all  of  which  may  be  waived  in  whole  or  in  part  by  TARGET:

     9.1     Accuracy  of  Representations  and  Warranties  and Compliance with
             -------------------------------------------------------------------
Obligations;  Disclosure  Letter.  The  representations  and  warranties  of the
--------------------------------
PARENT  COMPANIES  contained  in this Agreement shall be true and correct in all
material respects and as of the Effective Time with the same force and effect as
though  made  at  and  as  of  that  time  except that those representations and
warranties  which  address  matters only as of a particular date shall have been
true  and  correct  as  of  such  date.  Each of the PARENT COMPANIES shall have
performed  and  complied  in  all  material respects with all of its obligations
required  by  this Agreement to be performed or complied with at or prior to the
Effective  Time.  Each  of the PARENT COMPANIES shall have delivered to TARGET a
certificate, dated as of the Closing Date and signed by an executive officer, to
the  effect  of  the foregoing.  The Disclosure Schedule of the PARENT COMPANIES
shall  not  have  been  amended  in  such a manner so as not to be acceptable to
TARGET  in  form  and  in  substance.

     9.2     Corporate Matters.  PARENT shall have delivered to TARGET: (a)
             -----------------
copies  of  the  Certificate  or Articles of Incorporation and Bylaws of each of
PARENT  and  ACQUISITION  CORP.  as in effect immediately prior to the Effective
Time;  (b) copies of resolutions adopted by the Board of Directors of PARENT and
the  Board  of  Directors  and stockholder of ACQUISITION CORP. authorizing this
Agreement  and the consummation of the transactions contemplated hereby; and (c)
a certificate of good standing of PARENT issued by the Secretary of State of the
State of New York and a certificate of good standing of ACQUISITION CORP. issued
by  the  Secretary  of State of the State of Delaware, in each case as of a date
not  more than ten (10) days prior to the Closing Date, certified in the case of
subsections  (a)  and  (b)  of  this  Section  9.2  as of the Closing Date by an
----------------       ---            ------------
executive  officer  of  PARENT  as  being  true,  correct  and  complete.  The
Certificate  or  Articles  of  Incorporation  and  Bylaws  of each of PARENT and
ACQUISITION CORP. shall be satisfactory to TARGET and its counsel in form and in
substance.

     9.3     No  Adverse  Proceedings.  No  Governmental Authority or other
             ------------------------
regulatory body shall have enacted, issued, promulgated, enforced or entered any
Law  or  Order  (whether  temporary,  preliminary or permanent) which is then in
effect  and  has  the effect of making illegal, or preventing or prohibiting the
Merger  or the transactions contemplated by this Agreement.  No Legal Proceeding
shall  be  overtly  threatened or pending against the PARENT COMPANIES or TARGET
before  any  court  or Governmental Authority which seeks to restrain, prohibit,
invalidate or collect damages arising out of the Merger or any other transaction
contemplated  hereby  or  obtain damages or other relief from any such party, in
connection  with  this  Agreement  or  the  consummation  of  the  transactions
contemplated  hereby.

     9.4     Consents and Approvals.  PARENT shall have delivered to TARGET
             ----------------------
copies  of  (a)  all  consents, approvals, orders and authorizations of, and all
registrations,  qualifications,  designations, declarations or filings with, any
Governmental  Authority  or  other  Persons  required  in  connection  with  the
execution  and delivery by PARENT and ACQUISITION CORP. of this Agreement or the


                                     E - 40
<PAGE>

consummation by PARENT COMPANIES of the transactions contemplated hereby and (b)
all  consents  to  the transactions contemplated hereby and waivers of rights to
terminate  or  modify  any  Contracts,  rights  or  obligations  of  PARENT  and
ACQUISITION  CORP.  from any Person from whom such consent or waiver is required
under  any  Contract  or  instrument,  or  who,  as a result of the transactions
contemplated  hereby,  would  have  such  rights  to  terminate  or  modify such
Contracts  or  instruments,  either  by the terms thereof or as a matter of Law.

     9.5     Registration.  The  offering  and issuance of shares of PARENT
             ------------
Common  Stock  in  the Merger shall be in compliance with the Securities Act and
all  other  applicable  federal  and  state  securities  Laws  to the reasonable
satisfaction of TARGET and its counsel.  The offering and issuance of the PARENT
Merger  Options  and the shares of PARENT Common Stock receivable on exercise of
thereof  shall  be  in  registered in compliance with the Securities Act and all
other  applicable  federal  and  state  securities  Laws  to  the  reasonable
satisfaction  of  TARGET  and  its  counsel.

     9.6     No  Material  Adverse  Change.  Between the Agreement Date and
             -----------------------------
the  Effective  Time, there shall not have been any Material Adverse Change with
respect  to  PARENT  or  ACQUISITION  CORP.,  and PARENT shall have delivered to
TARGET  a certificate to such effect, dated as of the Closing Date and signed by
an  executive  officer.

     9.7     Financial  Statements.     TARGET  shall  have  received  PARENT's
             ---------------------
audited  financial  statements  as  of  December  31, 2003 and PARENT shall have
received  TARGET's  unaudited  financial  statements  as  of  December  31, 2003
together  with  an  agreement  by  TARGET's  independent  public  accountant, in
customary form, to the effect that such accountants will cooperate, on customary
terms  and  conditions,  as may be necessary or appropriate for the inclusion of
TARGET's  Financial  Statements in any report required by the SEC to be filed by
PARENT  with  respect  to  the  Merger,  this  Agreement,  and  the transactions
contemplated  thereby.

     9.8     Governmental  Consents.  PARENT shall have delivered to TARGET
             ----------------------
copies  of  (a)  all  consents, approvals, orders and authorizations of, and all
registrations,  qualifications,  designations, declarations or filings with, any
Governmental Authority required in connection with the execution and delivery by
PARENT  of  this  Agreement  or  the  consummation by PARENT of the transactions
contemplated hereby and (b) all consents to the transactions contemplated hereby
and  waivers  of  rights  to  terminate  or  modify  any  Contracts,  rights  or
obligations  of  PARENT  from  any  Person  from  whom such consent or waiver is
required  under  any  Contract  or  instrument,  or  who,  as  a  result  of the
transactions  contemplated hereby, would have such rights to terminate or modify
such  Contracts  or  instruments,  either by the terms thereof or as a matter of
Law.

     9.9     Stockholder  Approval.  The stockholders of TARGET shall have
             ----------------------
approved  the Merger, this Agreement, and the transactions contemplated thereby,
in  accordance  with  the  TARGET's Certificate of Incorporation and Bylaws, the
Nevada  Business Corporation Law, and applicable securities laws and not revoked
such  approval.

     9.10     Lock-Up Agreements. At Closing, TARGET shall have received Lock-Up
              -------------------
Agreements,  substantially  in  the  form  of Exhibit 8.11 hereto and reasonably
                                              ------------
acceptable  to TARGET and its counsel in form and in substance, executed by each
of  the  officers  and directors of PARENT and each Person who is the beneficial
holder  of  5%  or more of the PARENT Common Stock, to the effect that for a 180


                                     E - 41
<PAGE>

day  period  of  time  after  the Closing none of them will dispose of shares of
PARENT  Common  Stock.

     9.11     Board  of  Directors  of  PARENT  and  ACQUISITION CORP.
              --------------------------------------------------------
Contemporaneously  with  the  Closing,  the  Board  of  Directors  of PARENT and
ACQUISITION  CORP.  shall  have  been  constituted  as  required by Section 7.7.
                                                                    ------------

     9.12     PARENT  Common Stock Listing.  At Closing, the PARENT Common Stock
              ----------------------------
shall  continue  to  be listed for trading on the American Stock Exchange, there
shall  be  no  proceedings  to terminate that listing pending or threatened, and
PARENT  shall  have  no  Knowledge  of any basis therefor, and PARENT shall have
delivered  a  certificate  of its President to TARGET, certifying the same to be
true  and  correct.

     9.13     New  Equity  Financing.  PARENT  shall  have obtained at least Six
              ----------------------
Million  ($6,000,000)  Dollars  of  new  equity  financing prior to the Closing.

     9.14     Employment Agreements. PARENT shall have delivered to all required
              ---------------------
key  executives  signed  employment  agreements  related  to their employment by
PARENT,  and  PARENT  shall  have issued, in accordance with the instructions of
TARGET,  the  options  to  TARGET  executives  required  by  Section  7.7(d).

     9.15     Tax  Returns Filed.  PARENT shall have filed with all applicable
              ------------------
taxing  authorities PARENT's Tax Returns for the fiscal years ended December 31,
2001  and  December  31,  2002.

     9.16     D&O Insurance.  PARENT shall have procured and shall have in force
              -------------
for  the  benefit  of  its  directors  and officers D&O insurance with liability
coverage  of  not  less  than  $4,000,000  individually  and  in  the aggregate.

     9.17     Executive  Options.  PARENT  shall  have  amended  its  executive
              ------------------
stock option plan or adopted a new stock option plan authorizing the issuance of
up  to an additional 7,000,000 shares of its common stock, and such action shall
have  been  approved  by request consent of PARENT's stockholders. The shares of
PARENT  Common  Stock  issuable  upon  exercise of the Executive Options will be
registered  under  all  applicable  provisions  of  the  Securities  Act of 1933
pursuant  to  a  duly  filed and effective Form S-8 of PARENT promptly after the
Closing.

     9.18     Independent  Auditor  Review.  PARENT  shall  be  current  in  all
              ----------------------------
required  independent  auditor  reviews,  audits  and reports regarding PARENT's
financial  statements  and  public  company  reports.

                                   ARTICLE X.
                                     CLOSING

     10.1     Closing.  Unless  this  Agreement  shall  have  been  terminated
              -------
pursuant  to  the  provisions  of  Article  XIV  hereof,  the  closing  of  the
                                   ------------
transactions  contemplated by this Agreement (the "Closing") shall take place at
                                                   -------
the  offices  of  PARENT 1A-3033 King George Hwy. Surrey, BC, Canada V4P 1B8, at
10:00  am., local time, on July 30, 2004 or the date which is three (3) business
days after all conditions to closing have been satisfied or are first capable of
being  satisfied,  but  in  no event later than August 31, 2004 unless otherwise


                                     E - 42
<PAGE>

mutually agreed by the parties to this Agreement.  The date on which the Closing
occurs  is  referred  to  as  the  "Closing  Date."  The Closing shall be deemed
                                    -------------
completed  as  of  12:01  a.m.  on  the  morning  of  the  Closing  Date.

     10.2     Deliveries  by  TARGET.  At  or prior to the Closing, TARGET shall
              ----------------------
deliver  (or  cause  to  be  delivered)  to  PARENT:

     (a)     each  certificate  or other letter, agreement and other document or
instruments  required  to  be  delivered  by TARGET to PARENT in accordance with
Article  VIII  hereof;
-------------

     (b)     constructive  access  to  the  stock  book(s),  stock ledger(s) and
minute  book(s)  of  TARGET;

     (c)     constructive  access  to  all  originals  and copies of agreements,
instruments, documents, deeds, books, records, files, tax returns and other data
and  information  within  the  possession  of  TARGET;

     (d)     evidence  satisfactory  to  PARENT  that  with  respect  to each of
TARGET's  accounts, credit lines, safe deposits boxes or vaults the authority of
all  individuals  with  respect  thereto  has  been terminated, other than those
individuals  designated  by  PARENT  in  writing;

     (e)     the  Merger  Filings,  duly  executed  by  TARGET;  and

     (f)     such  other documents, instruments, agreements and all certificates
and  other  evidence  as  PARENT or its counsel may reasonably request as to the
satisfaction  of  the  conditions  to  PARENT's  obligations  set  forth herein.

     10.3     Deliveries  by  PARENT.  At  or prior to the Closing, PARENT shall
              ----------------------
deliver  (or  cause  to  be  delivered)  to  TARGET:

     (a)     each  certificate  or other letter, agreement and other document or
instruments  required  to  be  delivered  by  PARENT  to  TARGET  or to TARGET's
stockholders  in  accordance  with  Article  IX  hereof;
                                    -----------

     (b)     the  Merger  Filings,  duly  executed  by  ACQUISITION  CORP.;

     (c)     the  Certificates (evidencing the Merger Shares), to the extent the
conditions  for  delivery  of the same at Closing set forth in Article III shall
                                                               -----------
have  been  satisfied,  for  delivery to the applicable TARGET stockholders; and

     (d)     such  other documents, instruments, agreements and all certificates
and  other  evidence  as  TARGET or its counsel may reasonably request as to the
satisfaction  of  the  conditions  to  TARGET's  obligations  set  forth herein.

                                   ARTICLE XI.
             TRANSFER RESTRICTIONS; COMPLIANCE WITH SECURITIES LAWS

     11.1     Limitation  on  Disposition of Shares.  It is anticipated that the
              -------------------------------------
shares  of  PARENT Common Stock to be issued to the TARGET Stockholders pursuant


                                     E - 43
<PAGE>

to  the  Merger  shall have been registered under the Securities Act, and may be
freely  sold, transferred or otherwise disposed of, by TARGET shareholders other
than  as  provided  by  the  Lock-Up  Agreements.

     11.2     Legend.  All  certificates  representing  shares  of PARENT Common
              ------
Stock  issued  pursuant  to  the Merger shall be issued without stop and without
legend.

                                  ARTICLE XII.
             SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS

     12.1     Survival.  All representations, warranties and covenants of PARENT
              --------
COMPANIES and TARGET contained in this Agreement will survive the Effective Time
and  remains  operative  and  in  full  force  and  effect,  regardless  of  any
investigation  made  by  or  on  behalf  of either party, for one year after the
Closing  Date.

     12.2     The  parties  agree  that  if there shall arise, subsequent to the
Closing, any dispute with respect to the Representations and Warranties given by
either  party  to  the other that such dispute shall be resolved by mediation or
binding  arbitration,  if  required.

     (a)     If  a  claim  is  first  made by one or more former shareholders of
TARGET  on  behalf  of  TARGET  against  PARENT,  the  situs of the mediation or
arbitration  shall  be Vancouver, Canada, and if a claim is first made by one or
more  existing  shareholders  of  PARENT on behalf of PARENT against TARGET, the
situs  of  the  mediation  or  arbitration  shall  be  Denver,  Colorado.

     (b)     The  claiming party shall name its mediator.  The responsive party
shall then name its mediator. The mediators shall meet in private and informally
with  the  parties.  The  mediators  may,  if  they  can agree, propose by joint
recommendation  any  equitable  adjustment to share ownership as may be feasible
and appropriate under all of the facts and circumstances. The mediators shall be
persons  of  good reputation in the business community, who are each independent
from  the  appointing  party,  though  they  may  have  other business or social
relationships  with  the  appointing  party  or  affiliates.

     (c)     If  the  mediators  cannot  make  a joint recommendation, or if the
Surviving  Corporation  cannot  pragmatically  implement  the  mediators  joint
recommendation,  the  dispute  shall  be referred by the mediators to a mutually
appointed  third  person  who,  together  with the mediators shall constitute an
arbitration  panel.  The  arbitration  panel shall hold one or more hearings, if
necessary,  take  evidence and render a determination.  The determination of the
arbitration  shall be final and binding and shall be enforceable in any court of
competent  jurisdiction.

                                  ARTICLE XIII.
                                   DEFINITIONS

     13.1     Each  of the terms used in this Agreement with full capitalization
or  initial  capitalization  have  been defined in this Agreement in the Section
wherein  such  term  was  initially  used.


                                     E - 44
<PAGE>

                                   ARTICLE XIV.
                         TERMINATION/TERMINATION PAYMENT

     14.1    Termination.  This Agreement may be terminated at any time prior to
             -----------
the  Closing  Date  solely:

     (a)     by  mutual  consent of the boards of directors of GBI and Corgenix;

     (b)     by  Corgenix  (acting  through  its board of directors), on the one
hand,  or  by GBI (acting through its board of directors), on the other hand, if
the transactions contemplated by this Agreement to take place at or prior to the
Closing  shall  not  have  been consummated by July 30, 2004 (including, but not
limited  to,  failure by GBI to consummate the $6,000,000 equity capital raise),
unless  the failure of such transactions to be consummated is due to the failure
of  the  party  seeking  to  terminate  this  Agreement  to  perform  any of its
obligations  under  this  Agreement to the extent required to be performed by it
prior  to  or  on  the  Closing  Date;

     (c)     by  Corgenix  (acting through its board of directors) if a material
breach  or  default  shall  be  made  by GBI in the observance or in the due and
timely  performance  of  any  of  the  representations, covenants, agreements or
conditions  contained herein, and the curing of such default shall not have been
made  on  or  before  the  Closing  Date;  or

     (d)     by GBI (acting through its board of directors) if a material breach
or  default shall be made by Corgenix in the observance or in the due and timely
performance  of  any of the representations, covenants, agreements or conditions
contained  herein, and the curing of such default shall not have been made on or
before  the  Closing  Date.

     14.2     Termination  Payment  in  Event  of  Certain  Terminations.
              -----------------------------------------------------------

     (a)     Due  to Corgenix Breach.  In the event Corgenix fails to consummate
             -----------------------
the Merger and such failure constitutes a breach of Corgenix's obligations under
this  Agreement,  Corgenix  will pay to GBI the "Applicable Termination Payment"
(defined  below).

     (b)     Due to GBI Breach.  In the event GBI fails to consummate the Merger
             -----------------
and such failure constitutes a breach of GBI's obligations under this Agreement,
GBI  will  pay  to  Corgenix  the  Applicable  Termination  Payment,  and  GBI
additionally  will  reimburse Corgenix for any and all sums, if any, required to
be  paid  by  Corgenix  in respect of the Note payable by Corgenix to GBI in the
principal  amount  of  Five  Hundred  Thousand ($500,000) Dollars (the "Corgenix
Note"),  including  any  interest  paid  thereon.

     (c)     Due  to  Business Combination Transaction.  If there is a change in
             -----------------------------------------
control of either Corgenix or GBI prior to the termination of this Agreement, or
if  either  Corgenix  or  GBI,  over  the  objections of the other, unrightfully
refuses  to  proceed  with  the  Merger, or refuses to proceed to Closing of the
Merger  because  it intends to proceed with a "business combination transaction"
with  any  other  party  (or  actually proceeds with such a business combination
transaction  with  another party within six (6) months after any such unrightful
refusal  to  proceed),  then  the  party  (or  its  successor  in  any  business
combination  transaction)  which  has  unrightfully  refused to proceed with the


                                     E - 45
<PAGE>

Merger  (the  "Refusing  Party") shall be obligated to pay a break-up fee to the
other  party  equal  to  such Refusing Party's Applicable Termination Payment as
liquidated  damages  for  any  such  unrightful  refusal  to  proceed  with  the
Transaction.   In  addition,  in the event of any unrightful refusal by Corgenix
to  proceed  with the Merger, at the sole election of GBI, the Corgenix Note may
be converted into 1,250,000 additional Common Shares of Corgenix at a conversion
price  of $.40 per Share subject to adjustment in accordance with the provisions
of  the Corgenix Note.   If the Merger does not close for any reason (other than
an  unrightful  refusal  to close by Corgenix), the Note will convert to a fixed
two-year  term  note ("Term Note"), bearing interest at the prime rate in effect
as  of  the  date  of  termination  of the Merger, and fully-amortized over four
semi-annual payments of principal and accrued interest.  In such event, the Term
Note  will be convertible, at the election of GBI, into Common Stock of Corgenix
at  a  conversion  price  of  $.568  per  Share.   As  used  herein, a "business
combination  transaction" means and includes any stock purchase, asset purchase,
merger, consolidation, reverse merger, or other corporate transaction by a party
with  a  non-party  to  this  Agreement as a result of which a change of control
occurs  as  to  such  party  or non-party or the Merger transaction is vitiated.

     (d)  If  Termination  is  due  to  Schedule  Amendment.
          --------------------------------------------------

          (i) Each party hereto agrees that, with respect to the representations
     and  warranties of such party contained in this Agreement, such party shall
     have the continuing obligation, and right (subject to Section 14(b) below),
     until  the  Closing  Date, to supplement or amend promptly the Schedules of
     such  party,  with  respect  to  any matter hereafter arising or discovered
     that,  if  existing or known at the date of this Agreement, would have been
     required  to  be  set  forth  or  described  in  such  Schedules.

          (ii)  Upon  and  after the effectiveness of the Registration Statement
     or,  if  earlier,  the  first  distribution  of a preliminary prospectus in
     connection  with  the  Merger,  no  amendment  or  supplement to a Schedule
     prepared  by  Corgenix,  on  the  one hand, or GBI, on the other hand, that
     constitutes  or  reflects an event or occurrence that would have a Material
     Adverse Effect may be made unless both parties consent to such amendment or
     supplement.  In  the  event  that  a  party  seeks to amend or supplement a
     Schedule  pursuant  to this Section 14 and the other party does not consent
     to  such  amendment  or  supplement,  this  Agreement  shall  terminate.

          (iii) For all purposes of this Agreement, including without limitation
     for purposes of determining whether the conditions to Closing of the Merger
     have  been  fulfilled,  the  Schedules  hereto  shall  be  deemed to be the
     Schedules  as  amended  or  supplemented  pursuant to this Section 14.4. No
     party  to  this  Agreement  shall  be  liable  to  any  other party if this
     Agreement  shall  be  terminated pursuant to the provisions of this Section
     14.4,  except  that,  notwithstanding anything to the contrary contained in
     this  Agreement,  if  Corgenix  on  the one hand, or GBI on the other hand,
     proposes to amend or supplement a Schedule that results in a termination of
     this  Agreement  pursuant to Section 14(b) and such amendment or supplement
     arises out of or reflects facts or circumstances which amount to a Material


                                     E - 46
<PAGE>

     Adverse  Event  that  (i) such party knew or should have known about at the
     time  of execution of this Agreement and such party omitted to include such
     facts or circumstances in the Schedules in bad faith or as a consequence of
     intentional misrepresentation, or omission, or gross negligence, or (ii) if
     such amendment or supplement has been proposed without justification in bad
     faith,  and  as a result of such amendment or supplement the other party by
     right  terminates  this  Agreement,  the  party that made such amendment or
     supplement  shall  (i)  pay  the  other  party  the "Applicable Termination
     Payment",  and  (ii) pay or reimburse the other party for all of the legal,
     accounting  and other out-of-pocket costs reasonably incurred by such other
     party  in  connection  with  this  Agreement.

     (e)     Applicable  Termination  Payment  Defined.  If payable by Corgenix,
             -----------------------------------------
the  "Applicable  Termination  Payment" shall be $1,500,000.  If payable by GBI,
the  "Applicable  Termination  Payment"  shall  be  $1,000,000.

     (f)     Payment  to  Trustee  for Bridge Notes.  If at the time of an event
             --------------------------------------
requiring  the  payment  of  an  Applicable Termination Payment the Notes due to
investors  pursuant  to PARENT's Private Placement Memorandum (the "Memorandum")
dated December 1, 2003 (the "Bridge Notes") to Investors remain outstanding, the
Applicable  Termination  Payment  so  payable shall be delivered to any escrowee
appointed  by (i) the Placement Agent or (ii) holders of a majority in principal
amount,  of  the  Notes.

                                   ARTICLE XV.
                               GENERAL PROVISIONS

     15.1     Notices.  All  notices  and  other  communications  required  or
              -------
permitted  under  this  Agreement  shall  be  in writing and will be either hand
delivered  in  person, sent by telecopier, sent by certified or registered first
class  mail,  postage pre-paid, or sent by nationally recognized express courier
service.  Such  notices  and  other  communications  will  be effective (i) upon
receipt  if  hand  delivered  or  sent  by  telecopier, (ii) five (5) days after
mailing  if  sent by mail, and (iii) one (1) day after dispatch if sent via next
day  service  by  express  courier,  to  the  following addresses, or such other
addresses  as  any  party  may  notify the other parties in accordance with this
Section:

(a)  if  to  the  PARENT  :     Genesis  Bioventures,  Inc.
                                1A-3033  King  George  Highway,
                                Surrey,  BC,  Canada  V4P  1B8
                                Attn:  E.  Greg  McCartney,  President
                                Telephone:  (604)  542-0820
                                Facsimile:  (604)  542-0821

         With  a  copy  to:     D.  David  Cohen,  Esq.
                                Jericho  Atrium
                                500  North  Broadway
                                Suite  133
                                Jericho,  New  York  11753
                                Telephone:  (516)  933-1700
                                Facsimile:  (516)  933-8454


                                     E - 47
<PAGE>

(b)  if  to  TARGET,  to:       Corgenix  Medical  Corporation
                                12061  Tejon  Street
                                Westminster,  Colorado  80234
                                Attn:  Douglass  T.  Simpson
                                Telephone:  (303)  453-8946
                                Facsimile:   (303)  252-9212

         With  a  copy  to:     The  Erickson  Law  Firm,  P.C.
                                Attn:  Steven  A.  Erickson,  Esq.
                                Denver  Office
                                1899  Wynkoop
                                Suite  900
                                Denver,  Colorado  80202
                                Telephone:  (303)  302-4524
                                Facsimile:    (303)  568-7506

     15.2     Entire  Agreement.  This Agreement (including the Exhibits and the
              -----------------
parties  respective  Disclosure  Schedules) and other documents delivered at the
Closing  pursuant  hereto,  contains  the entire understanding of the parties in
respect  of  its  subject  matter  and  supersedes  all  prior  agreements  and
understandings  (oral  or  written) between or among the parties with respect to
such  subject  matter, except that the NDA between the parties shall continue to
                       ------
be in full force and effect through the Effective Time except to the extent that
it  conflicts  with the terms of this Agreement, in which case the terms of this
Agreement  would  control.  The  Exhibits  and Disclosure Schedules constitute a
part  hereof  as  though  set  forth  in  full  above.

     15.3     Expenses. Except as set forth in this Section 15.3 or as otherwise
              --------                                   ------------
provided  in  this  Agreement,  the  parties hereto shall pay their own fees and
expenses,  including  their  own  legal,  accounting,  consulting  and financial
advisory  fees,  incurred  in  connection with this Agreement or any transaction
contemplated  hereby,  whether  or  not the Merger is consummated, except as the
parties  may  otherwise  hereafter  agree  in  writing.

     15.4     Amendment.  This Agreement (including the Disclosure Schedules and
              ---------
Exhibits)  may  not  be modified, amended, supplemented, canceled or discharged,
except  by  written  instrument  executed  by all parties.  The Agreement may be
amended  by  the  parties  hereto  at  any  time before or after approval of the
stockholders of PARENT or TARGET; but, after such approval, no amendment will be
made  which  by applicable Law requires the further approval of the stockholders
of  PARENT  or  TARGET  without  obtaining  such  further  approval.

     15.5     Waiver.  No  failure  to exercise, and no delay in exercising, any
              ------
right,  power  or  privilege under this Agreement shall operate as a waiver, nor
shall  any single or partial exercise of any right, power or privilege hereunder
preclude  the exercise of any other right, power or privilege.  No waiver of any
breach  of  any  provision  shall  be  deemed to be a waiver of any preceding or
succeeding  breach  of  the same or any other provision, nor shall any waiver be
implied  from  any  course of dealing between the parties.  No extension of time
for  performance  of  any obligations or other acts hereunder or under any other
agreement  shall be deemed to be an extension of the time for performance of any
other  obligations  or  any  other acts.  The rights and remedies of the parties
under this Agreement are in addition to all other rights and remedies, at law or
equity,  that  they  may  have  against  each  other.


                                     E - 48
<PAGE>

     15.6     Binding  Effect;  Assignment.  The  rights and obligations of this
              ----------------------------
Agreement  shall  bind  and  inure  to  the  benefit  of  the  parties and their
respective  successors and assigns. Without prejudice to the rights and remedies
otherwise available to any party to this Agreement, each party to this Agreement
shall be entitled to equitable relief by way of injunction or otherwise, without
the  necessity  of  having  to  post  bond,  if  the  other  party or any of its
Representatives  breach or threaten to breach Sections 7.4, 7.5, 7.6 or 15.11 of
                                              ------------  ---  ---    -----
this  Agreement.  Nothing expressed or implied herein shall be construed to give
any  other  person  any  legal or equitable rights hereunder except as expressly
provided  herein.  Except  as  expressly  provided  herein,  the  rights  and
obligations  of  this  Agreement  may  not  be  assigned  by  TARGET  or PARENT.
Notwithstanding  the foregoing, the stockholders of TARGET shall be deemed to be
third  party  beneficiaries  of  this  Agreement.

     15.7     Interpretation.  When  a reference is made in this Agreement to an
              --------------
article,  section,  paragraph, clause, schedule or exhibit, such reference shall
be  deemed  to  be  to  this Agreement unless otherwise indicated.  The headings
contained herein and on the schedules are for reference and convenience purposes
only  and  shall  not  affect  in  any way the meaning or interpretation of this
Agreement  or  the  schedules.  Whenever  the  words  "include,"  "includes"  or
"including"  are  used in this Agreement, they shall be deemed to be followed by
the words "without limitation."  Time shall be of the essence in this Agreement.

     15.8     Severability.  Any  term  or  provision of this Agreement which is
              ------------
prohibited  or  unenforceable in any jurisdiction shall, as to such jurisdiction
only, be ineffective only to the extent of such prohibition or unenforceability,
and  shall not invalidate the remaining provisions hereof or affect the validity
or  enforceability  of  such  provision  in  any  other  jurisdiction.

     15.9     Governing  Law; Interpretation.  THIS AGREEMENT SHALL BE CONSTRUED
              ------------------------------
IN  ACCORDANCE  WITH  AND  GOVERNED FOR ALL PURPOSES BY THE INTERNAL LAWS OF THE
STATE  OF  NEW  YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE WHOLLY PERFORMED
WITHIN  SUCH  STATE, EXCEPT MERGER RELATED PROVISIONS GOVERNED BY THE DGCL.  THE
PARTIES  HERETO  HEREBY  AGREE  THAT  ANY  SUIT OR PROCEEDING ARISING UNDER THIS
AGREEMENT,  OR  IN  CONNECTION  WITH  THE  CONSUMMATION  OF  THE  TRANSACTIONS
CONTEMPLATED HEREBY, SHALL BE BROUGHT SOLELY IN A FEDERAL OR STATE COURT LOCATED
IN  THE  CITY  AND  STATE OF NEW YORK.  BY ITS EXECUTION HEREOF, BOTH THE PARENT
COMPANIES  AND  THE  TARGET  HEREBY  CONSENT  AND  IRREVOCABLY  SUBMIT TO THE IN
PERSONAM  JURISDICTION  OF  THE FEDERAL AND STATE COURTS LOCATED IN THE CITY AND
STATE OF NEW YORK AND AGREE THAT ANY PROCESS IN ANY SUIT OR PROCEEDING COMMENCED
IN  SUCH  COURTS  UNDER  THIS  AGREEMENT  MAY BE SERVED UPON IT PERSONALLY OR BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OR BY FEDERAL EXPRESS OR
OTHER  COURIER  SERVICE,  WITH THE SAME FORCE AND EFFECT AS IF PERSONALLY SERVED
UPON  THE  APPLICABLE  PARTY IN NEW YORK AND IN THE CITY OR COUNTY IN WHICH SUCH
OTHER  COURT  IS LOCATED.  THE PARTIES HERETO EACH WAIVE ANY CLAIM THAT ANY SUCH
JURISDICTION  IS  NOT A CONVENIENT FORUM FOR ANY SUCH SUIT OR PROCEEDING AND ANY
DEFENSE  OF  LACK  OF  IN  PERSONAM  JURISDICTION  WITH  RESPECT  THERETO.

     15.10     Arm's  Length  Negotiations.  Each  party  herein  expressly
               ---------------------------
represents  and  warrants to all other parties hereto that: (a) before executing


                                     E - 49
<PAGE>

this  Agreement,  said  party  has fully informed itself of the terms, contents,
conditions  and  effects of this Agreement; (b) said party has relied solely and
completely upon its own judgment in executing this Agreement; (c) said party has
had  the  opportunity  to  seek  and  has  obtained the advice of counsel before
executing  this  Agreement;  (d) said party has acted voluntarily and of its own
free  will  in  executing  this  Agreement;  (e)  said party is not acting under
duress,  whether economic or physical, in executing this Agreement; and (f) this
Agreement  is the result of arm's length negotiations conducted by and among the
parties  and  their  respective  counsel.

     15.11     Confidentiality.  PARENT and TARGET each recognize that they have
               ---------------
received  and  will receive confidential information concerning the other during
the course of the Merger negotiations and preparations.  Accordingly, PARENT and
TARGET  each  agree (a) to use its respective commercially reasonable efforts to
prevent  the  unauthorized disclosure of any confidential information concerning
the  other  that  was or is disclosed during the course of such negotiations and
preparations,  and  is clearly designated in writing as confidential at the time
of disclosure, (b) to not make use of or permit to be used any such confidential
information  other  than  for the purpose of effectuating the Merger and related
transactions,  and  (c)  comply  fully  with  the  terms  of the Confidentiality
Agreement.  The  obligations  of this Section will not apply to information that
(i) is or becomes part of the public domain, (ii) is disclosed by the disclosing
party  to third parties without restrictions on disclosure, (iii) is received by
the  receiving  party  from  a  third  party  without  breach of a nondisclosure
obligation to the other party, (iv) is necessary or desirable in connection with
a Legal Proceeding or to enforce one parties rights under this Agreement and the
Transaction  Documents  or  (v)  is  required  to  be disclosed by Law.  If this
Agreement  is  terminated,  all  copies  of  documents  containing  confidential
information  shall  be  returned by the receiving party to the disclosing party.

     15.12     Counterparts.  This  Agreement  may  be executed in any number of
               ------------
counterparts, each of which shall be an original but all of which together shall
constitute  one  and  the same instrument.  Facsimile signatures shall be deemed
suitable  evidence  of  execution.



                            (Execution Page Follows)


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<PAGE>

          WHEREFORE,  the  parties  hereto have caused this Agreement to be duly
executed  and  delivered  as  of  the  day  and  year  first  above  written.

                                                 GENESIS  BIOVENTURES,  INC.
                                                 By:    /s/  E.  Greg  McCartney
                                                        ------------------------
                                                 Name:  E.  Greg  McCartney
                                                 Title: President

                                                 GBI  ACQUISITION  CORP.
                                                 By:    /s/ E. Greg McCartney
                                                        ------------------------
                                                 Name:  E.  Greg  McCartney
                                                 Title: President

                                                 CORGENIX MEDICAL CORPORATION
                                                 By:    /s/ Dr. Luis Lopez
                                                        ---------------------
                                                 Name:  Dr.  Luis  Lopez
                                                 Title: Chairman


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