CONDITIONAL
                            STOCK EXCHANGE AGREEMENT



     THIS CONDITIONAL STOCK EXCHANGE AGREEMENT ("Agreement") is made and entered
into this 4th day of April 2002,  between and among  DuraVest,  Inc.,  a Florida
corporation  ("DuraVest")  and Cardio  Management  Systems  Inc., a  corporation
organized under the Canada Business  Corporation Act ("Cardio") and Patti Cooke,
( "Stockholder").

                                    RECITALS

     WHEREAS,  the  Stockholder  is the record  owner of all of the  outstanding
stock of Cardio; and

     WHEREAS, the parties to this Agreement ("Parties") desire to enter into and
complete a "Business  Combination"  in which  Cardio will become a  wholly-owned
subsidiary of DuraVest  through a stock  exchange  involving the transfer of the
stock of Cardio owned by the  Stockholder  of Cardio to DuraVest in exchange for
shares of DuraVest to be issued to the Stockholder; and

     WHEREAS,  the principal  assets of Cardio are shares of the common stock of
Estracure,  Inc., a corporation  organized under the Canada Business Corporation
Act  ("Estracure")  and an  optional  right  to  acquire  additional  shares  of
Estracure's common stock, and

     WHEREAS, the contractual  arrangements between Cardio and Estracure provide
that  Cardio  may not,  at any time,  acquire  more than 50% of the  outstanding
common stock of Estracure (which prohibition is designed to protect valuable and
favourable Canadian Tax treatment for Estracure and its shareholders) and

     WHEREAS,  if the Business  Combination  is completed the stock of Estracure
owned by Cardio could be considered to be  "investment  securities"  as such are
defined under the Investment  Company Act of l940 ("40 Act") and their ownership
by Cardio as a wholly  owned  subsidiary  of DuraVest  could  cause  DuraVest to
become an unregistered inadvertent investment company under the 40 Act, and

     WHEREAS, the parties to the Agreement have been advised that the
circumstances  of the Cardio  investment  in Estracure  are such that there is a
reasonable  possibility  that:  (I)  DuraVest  could  apply  for  and  obtain  a
"no-action"  letter from the United States  Securities  and Exchange  Commission
("SEC") under which the Business  Combination could be completed without causing
a  violation  of the 40 Act by  DuravVest;  or (ii) if  DuraVest  would  acquire
sufficient additional assets so that the Estracure investment would be less than
40% of its total  assets less cash items,  DuraVest  could  obtain an opinion of
counsel  that the  completion  of the  Business  Combination  would  not cause a
violation of the 40 Act by DuraVest, and

     WHEREAS,  the Parties  desire to enter into this  Agreement  to set out the
terms and  conditions of the subject  Business  Combination  and the  conditions
under which it may be completed:

     NOW THEREFORE,  in  consideration  of the foregoing and the mutual promises
and covenants contained herein IT HAS BEEN AND IT HEREBY IS AGREED, as follows:

     l.   Condition Precedent to Completion of Business Combination.
          ---------------------------------------------------------

          The   "Condition   Precedent"  to  the   completion  of  the  Business
Combination shall be the receipt of DuraVest of either.

          (i)  A  "no-action"  letter  from the SEC that the  completion  of the
               Business  Combination with the resultant ownership by DuraVest of
               Cardio with its investment in Estracure  (with Estracure no being
               a "majority  owned  subsidiary"  of Cardio under the 40 Act) will
               not  cause a  violation  of the 40 Act;  or  (ii) an  opinion  of
               counsel that the completion of the Business  Combination with the
               resultant  ownership by DuraVest of Cardio with its investment in
               Estracure (with Estracure not being a "majority owned subsidiary"
               of Cardio  under the 40 Act) will not cause a violation of the 40
               Act.



<PAGE>



     2.   Stock Exchange.
          --------------

          Upon the  satisfaction  of the Condition  Precedent,  the  Stockholder
hereby agrees to transfer and convey to DuraVest all of the outstanding  capital
stock of  Cardio  in  exchange  for which  DuraVest  hereby  agrees to issue and
deliver to each  Stockholder  5,000,000  shares of  DuraVest's  $.0001 par value
common  stock  ("DuraVest  Stock").  The  DuraVest  shares  will be  issued  and
delivered in the names of the  Stockholder.  The  certificates  representing the
Cardio shares exchanged hereunder will be properly endorsed, directly thereon or
on an attached stock power, to DuraVest.  The certificates involved in the stock
exchange will be delivered at the closing of this Agreement.

     3.   Closing.
          -------

          The "Closing" of this  Agreement  shall be held on the tenth  business
day following the day of satisfaction of the Condition Precedent.

     4.   Representations and Warranties of Cardio and Stockholders.
          ---------------------------------------------------------

          Cardio  hereby  represents  and warrants and the  Stockholders  hereby
jointly and severally represent and warrant that:

               (a) Cardio is validly  organized,  existing and in good  standing
          under the laws of Canada  with  authorized  capitalization  consisting
          solely of shares of common stock of which l,000,000  shares are issued
          and  outstanding,  and the  shares to be  transferred  at the  Closing
          constitute  all of the  outstanding  shares  of  Cardio.  There are no
          outstanding options,  contracts, calls, commitments or demands for any
          character  relating to the  authorized  but unissued  stock of Cardio.
          Cardio  has no  subsidiaries  and  does  not own any  interest  in any
          corporation,  partnership or  proprietorship  except for the shares of
          Estracure owned by Cardio.

               (b) The shares of Cardio to be  transferred  at the  Closing  are
          validly issued, fully paid and nonassessable.

               (c)  Cardio  was  recently   organized  and  its  only  financial
          transactions  to date have been the investment by the  stockholders in
          Cardio for approximately  $2,500,000  (Canadian funds) to purchase the
          l,000,000 outstanding shares of Cardio common stock and the incurrence
          of  expenses  of its  organization  and legal  fees for the  Estracure
          transaction  all  estimated  not to  exceed  $20,000  (Canadian).  The
          $2,500,000  invested  in Cardio  was used to  purchase  the  Estracure
          stock.  As of the closing of the  Agreement,  the only  changes to its
          financial  condition  will be for the  expenses  incurred  under  this
          Agreement.

               (d)  There  is  no   litigation,   governmental   proceeding   or
          investigation  threatened or in prospect against Cardio or relating to
          any of the stock to be transferred.

               (e) Cardio has no employees (excluding officers and directors) to
          whom salary has been paid immediately prior to the date hereof.

               (f)  Copies of the  articles  of  incorporation,  all  amendments
          thereto,  the bylaws and all  minutes of Cardio are  contained  in the
          minute book of Cardio and are the originals or full,  true and correct
          copies thereof.

               (g)  The  statements  made  and  information  given  to  Duravest
          concerning  Cardio and the transactions  covered by this Agreement are
          true  and  accurate  and no  material  fact  has  been  withheld  from
          DuraVest.

               (h)  Stockholders  have  no  knowledge  of  any  developments  or
          threatened  developments of a nature that would materially  adverse to
          the business of Cardio.

               (i) Cardio has the  corporate  power to carry on its  business as
          now conducted.

               (j) The  execution  and delivery of this  Agreement by Cardio and
          the performance by Cardio of its covenants and undertakings  hereunder
          have been duly  authorized  by all  requisite  corporate  action,  and
          Cardio  has the  corporate  power  and  authority  to enter  into this
          Agreement  and  to  perform  the  covenants  and  undertakings  to  be
          performed by it hereunder.


                                       2
<PAGE>


               (k) Neither the execution nor the delivery of this Agreement, nor
          the  consummation  of  the  transaction   herein   contemplated,   nor
          compliance  with the terms  hereof,  will conflict with or result in a
          breach of any of the terms,  conditions  or provisions of the articles
          of  incorporation  or by the  by-laws of Cardio,  as  amended,  or any
          Agreement or instrument to which Cardio is now a Party.

     5.   Representations of Each Stockholder.
          -----------------------------------

          The  Stockholder  represents,  warrants  and agrees that the shares of
stock of Cardio to be transferred by the  Stockholder to DuraVest  hereunder are
free and clear of all voting  trusts,  agreements,  arrangements,  encumbrances,
liens,  claims,  equities and  liabilities  of every nature and  Stockholder  is
conveying clear and unencumbered title to DuraVest.

     6.   Representations of DuraVest.
          ----------------------------

          DuraVest hereby makes the following  representations and warranties to
the Stockholder, each of which is true as of the date hereof and will be true as
of the  Closing  with  the  same  effect  as  though  such  representations  and
warranties have been made on the Closing:

               (a) DuraVest is a Corporation  duly  organized and existing under
          and by  virtue  of the  laws of the  State of  Florida  and is in good
          standing under the laws thereof.

               (b)  DuraVest  has an  authorized  capitalization  of  80,000,000
          shares  of  common  stock,  $.0001  par  value  per  share,  of  which
          36,766,640 shares will be issued and outstanding as of the Closing and
          20,000,000 shares of preferred stock,  $.000l par value, none of which
          will be outstanding as of the Closing.  DuraVest stock to be issued to
          Stockholders  hereunder will, upon the issuance  thereof,  be duly and
          validly issued, fully paid and non assessable.

               (c) The execution and delivery of this  Agreement by DuraVest and
          the  performance  of  DuraVest  of  its  covenants  and   undertakings
          hereunder have been duly authorized by all requisite corporate action,
          and DuraVest has the corporate  power and authority to enter into this
          Agreement  and  to  perform  the  covenants  and  undertakings  to  be
          performed by it hereunder.

               (d) The copies of the articles of  incorporation  and the by-laws
          of DuraVest  heretofore  delivered  to the  Stockholders  are true and
          correct  copies of the  articles of  incorporation  and the by-laws of
          DuraVest, as amended to date.

               (e) DuraVest has delivered to Cardio and the Stockholders  copies
          of its Annual  Report on Form 10-KSB for the year ended  December  13,
          2001 Since December 3l, 2001 there has been no material adverse change
          in DuraVest's condition, financial or otherwise.

               (f) Neither the execution nor the delivery of this Agreement, nor
          the  consummation  of  the  transaction   herein   contemplated,   nor
          compliance  with the terms  hereof,  will conflict with or result in a
          breach of any of the terms,  conditions  or provisions of the articles
          of  incorporation  or the  by-laws of  DuraVest,  as  amended,  or any
          agreement or instrument to which DuraVest is now a party.

               (g) DuraVest is acquiring the  Stockholder's  stock of Cardio for
          its own  account  and for  investment  and not  with  the  view to the
          distribution or resale of any thereof.

     7.   Conditions of Closing by DuraVest.
          ---------------------------------

          All of the obligations of DuraVest under this Agreement are subject to
the  fulfillment,  prior to or on the Closing of the  Agreement,  of each of the
following conditions:

          Delivery by Stockholder of the following:

               (a)  Certificates  for the stock of Cardio described in Section 1
          hereof,  endorsed in blank and with signatures guaranteed on a bank or
          trust company.


                                       3
<PAGE>


               (b) The complete and correct corporate minute books,  articles of
          incorporation, by-laws and stock transfer books of Cardio.

               (c) A certificate of the Stockholder that all representations and
          warranties made jointly and severally by the Stockholder  contained in
          Section 4 of this Agreement  shall be true on and as of the Closing as
          though such representations and warranties were made at and as of such
          date,  and  the  Stockholder  will  deliver  a  certificate  that  the
          representations  and  warranties  made in Section 5 of this  Agreement
          shall  be  true  on  and  as of  said  closing  date  as  though  such
          representations and warranties were made at and as of such date.

     8.   Conditions of Closing by Cardio.
          -------------------------------

          All of the  obligations  of  Cardio  and the  Stockholder  under  this
Agreement  are  subject to the  fulfillment,  prior to or in the Closing of this
Agreement, of each of the following conditions:

          Delivery by DuraVest of the following:

               (a) Certificates for the stock of DuraVest described in Section 1
          hereof issued on the name of the Stockholder.

               (b)  A  certificate   of  the  President  of  DuraVest  that  all
          representations  and warranties of DuraVest  contained in Section 5 of
          this  Agreement  shall be true on and as of the Closing as though such
          representation and warranties were made at and as of the Closing.

               (c)  An opinion of Gilbert L. McSwain, counsel for DuraVest that:

                    (1)  DuraVest  is validly  organized,  existing  and in good
               standing  under  the  laws of the  State of  Florida  and is duly
               qualified as a foreign corporation in good standing in each state
               in which such qualification is necessary.

                    (2) The shares of DuraVest  to be issued to the  Stockholder
               under this  Agreement  will be validly  executed,  fully paid and
               nonassessable.

                    (3) This  Agreement  has been duly and validly  executed and
               delivered by DuraVest and is a valid and binding  agreement  upon
               DuraVest in accordance with its terms.

                    (4) All  corporate  actions  required of DuraVest  have been
               taken,  all reports and returns  required to be filed by DuraVest
               have been filed and,  to the best of the  knowledge  of  counsel,
               DuraVest  has complied  with all  applicable  state,  federal and
               local laws.

     9.   Investment Representations, Warranties and Agreements.
          -----------------------------------------------------

          The Stockholder hereby acknowledge that she understands that:

               (a)  The  sale  or  transfer   of  DuraVest   Stock  is  severely
          restricted.

               (b)  Neither  DuraVest  Stock  nor the  sale  thereof  have  been
          registered  under the securities  laws of the United States of America
          or the laws of any other  jurisdiction.  The DuraVest  stock cannot be
          sold or transferred  by the  Stockholder or any other person or entity
          unless they are  subsequently  registered  under applicable laws or an
          exemption  from  registration  is  then  available  for  the  proposed
          transaction.  DuraVest is not required to register the DuraVest  stock
          or to make an exemption from registration  available,  accordingly the
          Stockholder  must  bear the  economic  risk of his  investment  for an
          indefinite period of time.

               (c) The execution of this Agreement constitutes the Stockholder's
          representation  and warranty  that the  Stockholder  is requiring  the
          DuraVest  stock  hereunder  for  investment  and  not  with a view  to
          distribution and for the  Stockholder's  own account and that no other
          person or entity will have any interest in the DuraVest stock.



                                       4
<PAGE>


              (d) The  DuraVest  stock is being sold and issued by  DuraVest as
          "restricted  securities"  as that term is defined under the Securities
          Act of 1933,  as amended;  and the  certificates  and  documents to be
          issued to represented the Shares and the securities  included  thereon
          will  contain a legend  denoting the  restrictions  upon their sale or
          transfer under the applicable securities laws reading as follows:

          "THESE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
          ACQUIRED FOR INVESTMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933 AS AMENDED  (THE  "ACT"),  HAVE BEEN  OFFERED  AND SOLD IN
          RELIANCE  UPON THE  EXEMPTION SET FORTH IN SECTION 4(2) OF THE ACT AND
          HAVE BEEN SOLD AS  "RESTRICTED  SECURITIES"  AS SUCH ARE DEFINED UNDER
          THE ACT. WITHOUT SUCH  REGISTRATION,  SUCH SECURITIES MAY NOT BE SOLD,
          TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF,
          EXCEPT  UPON  DELIVERY  TO THE  COMPANY  ON  THE  OPINION  OF  COUNSEL
          SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WOULD
          NOT BE IN VIOLATION OF THE ACT,  APPLICABLE  STATE  SECURITIES LAWS OR
          ANY RULE OR REGULATION PROMULGATED THEREUNDER."

               (e) The  Stockholder  has  had  the  opportunity  to  review  the
          corporate and financial  records of DuraVest and the documents  listed
          in Section 6(e) of this Agreement and she has have had the opportunity
          to question  DuraVest through its management and agents and to request
          information on matters  pertaining to DuraVest and the DuraVest Stock,
          and have been  furnished with all requested  additional  documents and
          information.  The  Stockholder  has  relied  solely  on the  foregoing
          information and documents in determining to enter into this Agreement.

               (f) The  Stockholder  hereby  acknowledges  that an investment in
          DuraVest has a high degree of risk including, but not limited to those
          described in the materials made available to the Stockholder. DuraVest
          is a start-up business and has very limited capital and resources. The
          Stockholder  acknowledges  that she understands  that an investment in
          the DuraVest Stock is illiquid and highly speculative. The Stockholder
          represents  that the  Stockholder  can  afford  the loss of the entire
          investment in the DuraVest stock.

     10.  Representations to Survive Closing.
          ----------------------------------

          All the terms, conditions, warranties,  representations and guarantees
contained in this Agreement shall survive delivery of the shares of common stock
of Cardio transferred  hereunder at the Closing hereunder and any investigations
made by or on behalf of DuraVest at any time.

     11.  Notices.
          -------

          Any notice or communication  necessary or desirable hereunder shall be
considered sufficient and delivery thereof shall be deemed complete if delivered
in person or mailed by  registered  mail on the part of DuraVest to Patti Cooke,
President, DuraVest, Inc., 1543 Bayview Avenue, Suite 409, Toronto, Ontario, M4G
3B5, Canada, on the part of Cardio to Patti Cooke, President at the same address
and to the  Stockholder to the same  addresses,  or to such other address as any
party may  hereafter  specify in writing  as that  party's  address to the other
parties.

     12.  Counterparts.
          ------------

          Separate  counterparts  of this  Agreement  may be signed and together
shall constitute one agreement.


                                       5
<PAGE>


     13.  Successors.
          ----------

          This  agreement  shall be binding upon and inure in the benefit of the
heirs, next of kin, legatees,  legal representatives,  successors and assigns of
the Parties.

     14.  Entire Agreement.
          ----------------

          This  agreement  constitutes  the entire  agreement  among the Parties
pertaining  to  the  subject   matter  hereof  and   supersedes  all  prior  and
contemporaneous  agreements  and  understandings  of the Parties in  conjunction
herewith.

     15.  No Broker.
          ---------

          The Parties  represent  and warrant  that there is no broker or finder
with whom they have dealt in this transaction.

     16.  Further Assurances.
          ------------------

          Upon request from time to time Stockholders  shall execute and deliver
all documents,  make all rightful  oaths,  testify in any proceedings and do all
other acts which may be  necessary or  desirable,  in the opinion of counsel for
DuraVest,  to perfect  of record  the title of  DuraVest,  or any  successor  of
DuraVest, to the property of Cardio or the shares transferred at the Closing, or
to aid in the  prosecution,  defense or other  litigation of any rights  arising
therefrom,  all  without  further  consideration  but at the expense of DuraVest
unless arising out of the default of Stockholders.

     17.  Severability.
          ------------

          Stockholders  and  DuraVest  hereby  agree and affirm that none of the
above  provisions  is  dependent  on the  validity  of any other  provision  and
invalidity  as to any  provision or any part thereof  shall not affect any other
provision.

     18.  Term.
          -----

          If the  condition  precedent  is not  satisfied  June 30,  2003,  this
Agreement shall terminate unless extended by DuraVest for an additional one year
term by written notice to Cardio and the Stockholder.

          In witness  whereof,  the parties have executed this Agreement the day
and year first above written.

                                       Stockholder:

                                       /s/ Patti Cooke
                                       -----------------------------------------
                                       Patti Cooke


[Seal]                                 DuraVest, Inc.


                                       By: /s/ Patti Cooke
                                           -------------------------------------
                                           Patti Cooke, President


[Seal]                                 Cardio Management Systems, Inc.


                                       By: /s/ Patti Cooke
                                           -------------------------------------
                                           Patti Cooke, President