EXHIBIT 10.17

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                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                      AMONG


                             OXFORD VENTURES, INC.,


                             ULURU ACQUISITION CORP.


                                       AND


                                   ULURU, INC.


                                October 12, 2005


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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                                    <C>
ARTICLE I             THE MERGER.................................................................................1
         1.1      The Merger.....................................................................................1
         1.2      The Closing....................................................................................1
         1.3      Actions at the Closing.........................................................................2
         1.4      Additional Actions.............................................................................2
         1.5      Conversion of Shares...........................................................................3
         1.6      Dissenting Shares..............................................................................4
         1.7      Fractional Shares..............................................................................4
         1.8      Options and Warrants...........................................................................5
         1.9      Escrow.........................................................................................5
         1.10     Articles of Incorporation and ByLaws...........................................................5
         1.11     No Further Rights..............................................................................5
         1.12     Closing of Transfer Books......................................................................5
         1.13     Post-Closing Adjustment........................................................................5
         1.14     Exemption From Registration....................................................................7
ARTICLE II            REPRESENTATIONS AND WARRANTIES OF THE COMPANY..............................................7
         2.1      Organization, Qualification and Corporate Power................................................7
         2.2      Capitalization.................................................................................7
         2.3      Authorization of Transaction...................................................................8
         2.4      Noncontravention...............................................................................8
         2.5      Subsidiaries...................................................................................9
         2.6      Financial Statements...........................................................................9
         2.7      Absence of Certain Changes.....................................................................9
         2.8      Undisclosed Liabilities........................................................................9
         2.9      Tax Matters...................................................................................10
         2.10     Assets........................................................................................10
         2.11     Owned Real Property...........................................................................11
         2.12     Real Property Leases..........................................................................11
         2.13     Intellectual Property.........................................................................11
         2.14     Contracts.....................................................................................12
         2.15     Accounts Receivable...........................................................................13
         2.16     Powers of Attorney............................................................................13
         2.17     Insurance.....................................................................................13
         2.18     Litigation....................................................................................14
         2.19     Warranties....................................................................................14
         2.20     Employees.....................................................................................14
         2.21     Employee Benefits.............................................................................14
         2.22     Environmental Matters.........................................................................17
         2.23     Legal Compliance..............................................................................18
         2.24     Customers and Suppliers.......................................................................18
         2.25     Permits.......................................................................................18
         2.26     Certain Business Relationships With Affiliates................................................18
</TABLE>


<PAGE>

<TABLE>
<S>      <C>                                                                                                    <C>
         2.27     Compliance with Laws..........................................................................18
         2.28     Brokers' Fees.................................................................................19
         2.29     Books and Records.............................................................................19
         2.30     Disclosure....................................................................................19
         2.31     Duty to Make Inquiry..........................................................................19
         2.32     Board Actions.................................................................................19
ARTICLE III           REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY...............20
         3.1      Organization, Qualification and Corporate Power...............................................20
         3.2      Capitalization................................................................................20
         3.3      Authorization of Transaction..................................................................21
         3.4      Noncontravention..............................................................................21
         3.5      Subsidiaires..................................................................................21
         3.6      Exchange Act Reports..........................................................................21
         3.7      Compliance with Laws..........................................................................22
         3.8      Financial Statements..........................................................................22
         3.9      Absence of Certain Changes....................................................................23
         3.10     Litigation....................................................................................23
         3.11     Undisclosed Liabilities.......................................................................23
         3.12     Tax Matters...................................................................................23
         3.13     Assets........................................................................................24
         3.14     Owned Real Property...........................................................................24
         3.15     Real Property Leases..........................................................................24
         3.16     Contracts.....................................................................................25
         3.17     Accounts Receivable...........................................................................26
         3.18     Powers of Attorney............................................................................26
         3.19     Insurance.....................................................................................26
         3.20     Warranties....................................................................................27
         3.21     Employees.....................................................................................27
         3.22     Employee Benefits.............................................................................27
         3.23     Environmental Matters.........................................................................30
         3.24     Permits.......................................................................................30
         3.25     Certain Business Relationships With Affiliates................................................31
         3.26     Tax-Free Reorganization.......................................................................31
         3.27     Brokers' Fees.................................................................................32
         3.28     Disclosure....................................................................................32
         3.29     Interested Party Transactions.................................................................32
         3.30     Duty to Make Inquiry..........................................................................32
         3.31     Accountants...................................................................................32
         3.32     Minute Books..................................................................................33
         3.33     Board Action..................................................................................33
ARTICLE IV            COVENANTS.................................................................................33
         4.1      Closing Efforts...............................................................................33
         4.2      Governmental and Thirty Party Notices and Consents............................................33
</TABLE>


<PAGE>

<TABLE>
<S>      <C>                                                                                                    <C>
         4.3      Current Report................................................................................34
         4.4      Operation of Business.........................................................................34
         4.5      Access to Information.........................................................................35
         4.6      Operation of Business.........................................................................36
         4.7      Access to Information.........................................................................37
         4.8      Expenses......................................................................................38
         4.9      Indemntification..............................................................................38
         4.10     Listing of Merger Shares......................................................................38
         4.11     Name Change...................................................................................38
         4.12     Breakup.......................................................................................39
ARTICLE V             CONDITIONS TO CONSUMMATION OF MERGER......................................................39
         5.1      Conditions to Each Party's Obliations.........................................................39
         5.2      Conditions to Obligations of the Parent and the Acquisition Subsidiary........................39
         5.3      Conditions to Obligations of the Company......................................................40
ARTICLE VI            INDEMNIFICATION...........................................................................41
         6.1      Indemnification by the Company Shareholders...................................................41
         6.2      Indemnification by the Parent.................................................................42
         6.3      Indemnification Claims by the Parent..........................................................42
         6.4      Survival of Representations and Warranties....................................................45
ARTICLE VII           LEFT INTENTIONALLY BLANK..................................................................47
ARTICLE VIII          TERMINATION...............................................................................48
         8.1      Termination by Mutual Agreement...............................................................48
         8.2      Termination for Failure to Close..............................................................48
         8.3      Termination by Operation of Law...............................................................48
         8.4      Termination for Failure to Perform Covenants or Conditions....................................48
         8.5      Effect of Termination or Default; Remedies....................................................48
         8.6      Remedies; Specific Performance................................................................49
ARTICLE IX            MISCILLANEOUS.............................................................................49
         9.1      Press Releases and Announcements..............................................................49
         9.2      No Third Party Beneficiaries..................................................................49
         9.3      Entire Agreement..............................................................................49
         9.4      Succession and Assignment.....................................................................49
         9.5      Counterparts and Facsimile Signature..........................................................49
         9.6      Headings......................................................................................50
         9.7      Notices.......................................................................................50
         9.8      Governing Law.................................................................................51
         9.9      Amendments and Waivers........................................................................51
         9.10     Severability..................................................................................51
         9.11     Submission to Jurisdiction....................................................................51
         9.12     Construction..................................................................................52
</TABLE>


<PAGE>

EXHIBITS
Exhibit A Form Escrow Agreement
Exhibit B Opinion of Counsel to the Company
Exhibit C Opinion of Counsel to the Parent and the Acquisition Subsidiary
Exhibit D Assets to be Purchased by Company from Access Pharmaceutical, Inc.


<PAGE>

                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

      AGREEMENT AND PLAN OF MERGER (this  "Agreement"),  dated as of October __,
2005, by and among Oxford Ventures,  Inc., a Nevada  corporation (the "Parent"),
Uluru Acquisition Corp., a Nevada corporation (the "Acquisition Subsidiary") and
Uluru Inc., a Delaware corporation (the "Company").  The Parent, the Acquisition
Subsidiary  and the Company are each referred to  individually  as a "Party" and
referred to collectively herein as the "Parties."

      WHEREAS,   this  Agreement   contemplates  a  merger  of  the  Acquisition
Subsidiary  with and into the Company with the Company as the  surviving  entity
(the  "Merger").  In the Merger,  the  shareholders  of the Company will receive
common stock of the Parent in exchange for their capital stock of the Company.

      WHEREAS, pursuant to the terms of a certain Securities Purchase Agreement,
dated as of October  [--],  2005 (the  "Bridge  Loan  Agreement"),  and  related
documents  (collectively  with the  Bridge  Loan  Agreement,  the  "Bridge  Loan
Documents"),  the  Parent  has  loaned  and will  loan  (the  "Bridge  Loan") an
aggregate of $10,700,000 to the Company,  which will be deemed repaid in full at
the Effective Time (as defined below).

      WHEREAS, Parent,  Acquisition Subsidiary,  and the Company desire that the
Merger  qualifies  as a "plan of  reorganization"  under  Section  368(a) of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code")  and not subject the
holders of equity securities of the Company to tax liability under the Code.

      NOW, THEREFORE,  in consideration of the  representations,  warranties and
covenants herein  contained,  and for other good and valuable  consideration the
receipt, adequacy and sufficiency of which are hereby acknowledged,  the Parties
hereto, intending legally to be bound, agree as follows.

                                   ARTICLE I
                                   THE MERGER

      1.1 The  Merger.  Upon and  subject  to the terms and  conditions  of this
Agreement,  the Acquisition  Subsidiary shall merge with and into the Company at
the Effective Time (as defined  below).  From and after the Effective  Time, the
separate corporate  existence of the Acquisition  Subsidiary shall cease and the
Company  shall  continue  as  the  surviving  corporation  in  the  Merger  (the
"Surviving  Corporation").  The "Effective  Time" shall be the later to occur of
the time at which articles of merger and other appropriate or required documents
prepared and executed in accordance  with Nevada  Revised  Statutes  Chapter 92A
(the  "Articles of Merger") are filed with the  Secretary of State of Nevada and
the  time at which a copy  thereof  is filed  in  accordance  with the  relevant
provisions  of the  Delaware  General  Corporation  Law  (the  "DGCL")  with the
Secretary of State of  Delaware.  The Merger shall have the effects set forth in
Section 92A.250 of the Nevada Revised Statutes and Section 252 of the DGCL.

      1.2 The  Closing.  The closing of the  transactions  contemplated  by this
Agreement  (the  "Closing")  shall take place at the  offices  of  Gottbetter  &
Partners,  LLP in New  York,  New York  commencing  at 9:00 a.m.  local  time on
November  [--],  2005,  or, if all of the  conditions to the  obligations of the
Parties  to  consummate  the  transactions  contemplated  hereby  have  not been
satisfied or waived by such date, on such mutually  agreeable later date as soon
as  practicable  (and in any event not later than three (3) business days) after
the  satisfaction  or waiver of all  conditions  (excluding  the delivery of any
documents  to be  delivered  at the Closing by any of the  Parties) set forth in
Article V hereof (the "Closing Date").


<PAGE>

      1.3 Actions at the Closing. At the Closing:

            (a) the  Company  shall  deliver to the  Parent and the  Acquisition
Subsidiary the various  certificates,  instruments and documents  referred to in
Section 5.2;

            (b) the Parent and the Acquisition  Subsidiary  shall deliver to the
Company the  various  certificates,  instruments  and  documents  referred to in
Section 5.3;

            (c) the Surviving Corporation shall file with the Secretary of State
of the States of Delaware and Nevada the Articles of Merger;

            (d) each of the  shareholders  of record of the Company  immediately
prior to the Effective  Time (the "Company  Shareholders")  shall deliver to the
Parent  the  certificate(s)  representing  his,  her or its  Company  Shares (as
defined below);

            (e) the Parent shall deliver certificates for the Initial Shares (as
defined below) to each Company Shareholder in accordance with Section 1.5;

            (f) the Parent shall  deliver to the Company (i)  evidence  that the
Parent's Board of Directors is authorized to consist of five  individuals,  (ii)
the  resignations of all individuals who served as directors  and/or officers of
the  Parent  immediately  prior  to the  Closing  Date,  (iii)  evidence  of the
appointment of five directors to serve  immediately  following the Closing Date,
four of whom shall have been  designated  by the  Company  and one of whom shall
have been  designated  by  Highgate  House  Funds,  Ltd.  and  Prentice  Capital
Management,  LP, and (v) evidence of the appointment of such executive  officers
of the Parent to serve immediately following the Closing Date as shall have been
designated by the Company; and

            (g) the Parent,  Kerry Gray (the  "Indemnification  Representative")
and  Gottbetter & Partners,  LLP (the "Escrow  Agent") shall execute and deliver
the Escrow Agreement in substantially the form attached hereto as Exhibit A (the
"Escrow  Agreement")  and  the  Parent  shall  deliver  to the  Escrow  Agent  a
certificate  for the Escrow Shares (as defined  below) being placed in escrow on
the Closing Date pursuant to Section 1.9.

      1.4  Additional  Actions.  If at any time  after  the  Effective  Time the
Surviving  Corporation  shall  consider or be advised  that any deeds,  bills of
sale,  assignments  or  assurances  or any other acts or things  are  necessary,
desirable or proper (a) to vest, perfect or confirm, of record or otherwise,  in
the Surviving  Corporation,  its right, title or interest in, to or under any of
the rights, privileges,  powers, franchises,  properties or assets of either the
Company or Acquisition  Subsidiary or (b) otherwise to carry out the purposes of
this Agreement,  the Surviving Corporation and its proper officers and directors
or their  designees  shall be authorized  (to the fullest  extent  allowed under
applicable law) to execute and deliver,  in the name and on behalf of either the
Company or Acquisition  Subsidiary,  all such deeds, bills of sale,  assignments
and  assurances  and do, in the name and on behalf of the Company or Acquisition
Subsidiary,  all such other acts and things  necessary,  desirable  or proper to
vest, perfect or confirm its right, title or interest in, to or under any of the
rights, privileges,  powers, franchises,  properties or assets of the Company or
Acquisition Subsidiary,  as applicable,  and otherwise to carry out the purposes
of this Agreement.


                                      -2-
<PAGE>

      1.5 Conversion of Shares.  At the Effective  Time, by virtue of the Merger
and  without  any  action on the part of any  Party or the  holder of any of the
following securities:

            (a) Each share of common  stock,  $.01 par value per  share,  of the
Company  ("Company  Shares")  issued and  outstanding  immediately  prior to the
Effective  Time (other than Company Shares owned  beneficially  by the Parent or
the  Acquisition  Subsidiary and Dissenting  Shares (as defined below)) shall be
converted into and represent the right to receive  (subject to the provisions of
Section 1.9) such number of shares of common stock,  $0.001 par value per share,
of the Parent ("Parent Common Stock") as is equal to the Common Conversion Ratio
(as defined below).  An aggregate of 11,000,000  shares (the "Merger Shares") of
Parent  Common  Stock  shall be issued to the  shareholders  of the  Company  in
connection with the Merger. Any reverse splits that occur prior to the Effective
Time shall not affect the amount of the Merger Shares.

            (b) The "Common  Conversion Ratio" shall be obtained by dividing (i)
11,000,000 shares of Parent Common Stock by (ii) the total number of outstanding
Company Shares  immediately prior to the Effective Time on a diluted basis after
giving  effect  to  the  exercise  of  all  outstanding  options,   warrants  of
convertible  securities,  if any.  Shareholders  of record of the  Company as of
October  [--],  2005 (the  "Indemnifying  Shareholders")  shall be  entitled  to
receive  immediately  95% of the shares of Parent  Common Stock into which their
Company  Shares  were  converted  pursuant  to this  Section  1.5 (the  "Initial
Shares"); the remaining 5% of the shares of Parent Common Stock into which their
Company  Shares were  converted  pursuant to this  Section  1.5,  rounded to the
nearest whole number (with .5 shares rounded upward to the nearest whole number)
(the "Escrow Shares"),  shall be deposited in escrow pursuant to Section 1.9 and
shall  be held and  disposed  of in  accordance  with  the  terms of the  Escrow
Agreement.  The Initial  Shares and the Escrow Shares shall together be referred
to herein as the "Merger Shares."

            (c) Each  issued and  outstanding  share of  Acquisition  Subsidiary
common  stock  shall  be  converted  into one  validly  issued,  fully  paid and
nonassessable share of Surviving Corporation common stock.


                                      -3-
<PAGE>

      1.6 Dissenting Shares.

            (a)  For  purposes  of this  Agreement,  "Dissenting  Shares"  means
Company  Shares held as of the Effective Time by a Company  Shareholder  who has
not voted such Company Shares in favor of the adoption of this Agreement and the
Merger and with  respect to which  appraisal  shall have been duly  demanded and
perfected  in  accordance  with  Section  262 of the  DGCL  and not  effectively
withdrawn or forfeited prior to the Effective Time.  Dissenting Shares shall not
be converted  into or represent the right to receive the Merger  Shares,  unless
such Company  Shareholder's  right to appraisal  shall have ceased in accordance
with Section 262 of the DGCL.  If such Company  Shareholder  has so forfeited or
withdrawn his, her or its right to appraisal of Dissenting Shares,  then, (i) as
of the occurrence of such event, such holder's  Dissenting Shares shall cease to
be  Dissenting  Shares and shall be converted  into and  represent  the right to
receive the Merger Shares issuable in respect of such Company Shares pursuant to
Section 1.5, and (ii)  promptly  following  the  occurrence  of such event,  the
Parent shall deliver to such Company Shareholder a certificate  representing 95%
of the Merger  Shares to which such holder is  entitled  pursuant to Section 1.5
(which  shares  shall be  considered  Initial  Shares for all  purposes  of this
Agreement) and shall deliver to the Escrow Agent a certificate  representing the
remaining 5% of the Merger  Shares to which such holder is entitled  pursuant to
Section 1.5 (which shares shall be considered  Escrow Shares for all purposes of
this Agreement).

            (b) The Company  shall give the Parent  prompt notice of any written
demands for appraisal of any Company  Shares,  withdrawals of such demands,  and
any other  instruments that relate to such demands received by the Company.  The
Company shall not, except with the prior written consent of the Parent, make any
payment with respect to any demands for appraisal of Company  Shares or offer to
settle or settle any such demands.

      1.7 Fractional  Shares. No certificates or scrip  representing  fractional
Initial  Shares shall be issued to Company  Shareholders  on the  surrender  for
exchange  of  certificates   that  immediately   prior  to  the  Effective  Time
represented  Company Shares converted into Merger Shares pursuant to Section 1.5
("Certificates")  and such  Company  Shareholders  shall not be  entitled to any
voting rights,  rights to receive any dividends or distributions or other rights
as a stockholder  of the Parent with respect to any  fractional  Initial  Shares
that would have otherwise been issued to such Company  Shareholders.  In lieu of
any fractional Initial Shares that would have otherwise been issued, each former
Company  Shareholder  that would  have been  entitled  to  receive a  fractional
Initial Share shall, on proper surrender of such person's Certificates,  receive
such whole number of Initial Shares as is equal to the precise number of Initial
Shares to which such Company  Shareholder would be entitled,  rounded up or down
to the nearest  whole  number (with a  fractional  interest  equal to .5 rounded
upward to the nearest whole number); provided that each such Company Shareholder
shall receive at least one Initial Share.


                                      -4-
<PAGE>

      1.8 Options and Warrants.  The Company shall cause the termination,  as of
the Effective Time, of any and all outstanding  warrants and options to purchase
capital  stock of the  Company  which  remain  unexercised  (each  "Options"  or
"Warrants").

      1.9 Escrow.  On the Closing  Date,  the Parent shall deliver to the Escrow
Agent a  certificate  (issued  in the name of the Escrow  Agent or its  nominee)
representing the Escrow Shares,  as described in Section 1.5, for the purpose of
securing the  indemnification  obligations of the Indemnifying  Shareholders set
forth in this  Agreement.  The Escrow  Shares  shall be held by the Escrow Agent
under the Escrow  Agreement,  in  substantially  the form set forth in Exhibit A
attached hereto,  pursuant to the terms thereof. The Escrow Shares shall be held
as a trust  fund and  shall not be  subject  to any  lien,  attachment,  trustee
process or any other judicial process of any creditor of any party, and shall be
held and disbursed  solely for the purposes and in accordance  with the terms of
the Escrow Agreement.

      1.10 Certificate of Incorporation and Bylaws.

            (a) The  Certificate  of  Incorporation  of the  Company  in  effect
immediately   prior  to  the  Effective   Time  shall  be  the   Certificate  of
Incorporation of the Surviving Corporation until duly amended or repealed.

            (b) The  Bylaws of the  Company in effect  immediately  prior to the
Effective  Time  shall be the  Bylaws of the  Surviving  Corporation  until duly
amended or repealed.

      1.11 No Further  Rights.  From and after the  Effective  Time,  no Company
Shares  shall be deemed to be  outstanding,  and holders of  Certificates  shall
cease to have any rights with respect  thereto,  except as provided herein or by
law.

      1.12 Closing of Transfer  Books. At the Effective Time, the stock transfer
books of the Company  shall be closed and no transfer  of Company  Shares  shall
thereafter be made. If, after the Effective Time,  Certificates are presented to
the Parent or the Surviving  Corporation,  they shall be cancelled and exchanged
for Initial Shares in accordance with Section 1.5, subject to Section 1.9 and to
applicable law in the case of Dissenting Shares.

      1.13  Post-Closing  Adjustment.  In the  event  that,  during  the  period
commencing  from the Closing  Date and ending on the second  anniversary  of the
Closing Date, the Company (or its controlling  shareholders immediately prior to
the  Merger)  (the  "Controlling  Company  Shareholders")  incurs  any Loss with
respect to, in  connection  with, or arising from any Parent  Liabilities,  then
promptly  following  the filing by the Parent with the  Securities  and Exchange
Commission  (the  "SEC")  of a  quarterly  report  relating  to the most  recent
completed  quarter for which such  determination has been made, the Parent shall
issue to the Company  Shareholders  and/or their designees such number of shares
of Parent Common Stock as would result from dividing (x) the whole dollar amount
representing  such Losses by (y) the VWAP of the Company's  common stock for the
five (5) Trading Days immediately  prior to the date such Loss is incurred.  The
limit on the aggregate  number of shares of Parent Common Stock  issuable  under
this Section 1.13 shall be 2,000,000  shares.  As used in this Section 1.13: (a)


                                      -5-
<PAGE>

"Loss"  shall  mean  any  and  all  costs  and  expenses,  including  reasonable
attorneys'  fees,  court costs,  reasonable  accountants'  fees, and damages and
losses,  net of any insurance  proceeds actually received by the party suffering
the Loss with respect thereto;  (b) "Claims" shall include,  but are not limited
to, any claim, notice, suit, action,  investigation,  other proceedings (whether
actual or  threatened);  and (c)  "Parent  Liabilities"  shall  mean all  Claims
against and liabilities, obligations or indebtedness of any nature whatsoever of
the Parent, accruing on or before the Closing Date (whether primary,  secondary,
direct, indirect, liquidated, unliquidated or contingent, matured or unmatured),
including,  but not  limited to (i) any breach by the Parent or the  Acquisition
Subsidiary of any of their respective representations or warranties set forth in
Article III herein, (ii) any litigation threatened, pending or for which a basis
exists,  that has  resulted or may result in the entry of judgment in damages or
otherwise  against the Parent or any  Subsidiary;  (iii) any and all outstanding
debts  owed by the  Parent  or any  Subsidiary;  (iv)  any and all  internal  or
employee   related   disputes,   arbitrations  or   administrative   proceedings
threatened,   pending  or  otherwise   outstanding,   (v)  any  and  all  liens,
foreclosures, settlements, or other threatened, pending or otherwise outstanding
financial, legal or similar obligations of the Parent or any Subsidiary, as such
Liabilities are determined by the Parent's independent  auditors, on a quarterly
basis, and (vi) all fees and expenses  incurred in connection with effecting the
adjustments contemplated by this Section 1.13.

"Trading Day" means any day on which the Parent Common Stock is listed or quoted
for trading on a Trading Market.

"Trading  Market" means the  following  markets or exchanges on which the Parent
Common Stock are listed or quoted for trading on the date in  question:  the OTC
Bulletin Board, the Nasdaq Capital Market, the American Stock Exchange,  the New
York Stock Exchange or the Nasdaq National Market.

"VWAP" means,  for any date, the price  determined by the first of the following
clauses that  applies:  (a) if the Parent Common Stock are then listed or quoted
on a Trading  Market,  the daily  volume  weighted  average  price of the Parent
Common Stock for such date (or the nearest preceding date) on the Trading Market
on which the  Parent  Common  Stock are then  listed  or quoted as  reported  by
Bloomberg  Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to
4:02 p.m.  Eastern Time);  (b) if the Parent Common Stock are not then listed or
quoted on a Trading  Market and if prices for the Parent  Common  Stock are then
quoted on the OTC  Bulletin  Board,  the volume  weighted  average  price of the
Parent  Common  Stock for such date (or the nearest  preceding  date) on the OTC
Bulletin Board;  (c) if the Parent Common Stock are not then listed or quoted on
the OTC  Bulletin  Board  and if prices  for the  Parent  Common  Stock are then
reported  in the  "Pink  Sheets"  published  by the  National  Quotation  Bureau
Incorporated (or a similar organization or agency succeeding to its functions of
reporting  prices),  the most  recent bid price per share of the  Parent  Common
Stock so reported;  or (d) in all other cases,  the fair market value of a share
of Parent  Common Stock as determined by an  independent  appraiser  selected in
good faith by the Parties.


                                      -6-
<PAGE>

      1.14 Exemption From  Registration.  Parent and the Company intend that the
shares of Parent  Common  Stock to be issued  pursuant  to Section 1.5 hereof or
upon exercise of options  exchanged  pursuant to Section 1.8 hereof in each case
in  connection  with the  Merger  will be issued in a  transaction  exempt  from
registration  under  the  Securities  Act  by  reason  of  section  4(2)  of the
Securities  Act of 1933,  as amended (the  "Securities  Act") and/or Rule 506 of
Regulation D promulgated by the SEC thereunder.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company  represents  and  warrants  to the Parent that the  statements
contained in this  Article II are true and  correct,  except as set forth in the
disclosure schedule provided by the Company to the Parent on the date hereof and
accepted in writing by the Parent (the  "Disclosure  Schedule").  The Disclosure
Schedule  shall be arranged in  paragraphs  corresponding  to the  numbered  and
lettered paragraphs  contained in this Article II, and except to the extent that
it is clear from the context  thereof that such  disclosure  also applies to any
other  paragraph,  the  disclosures in any paragraph of the Disclosure  Schedule
shall qualify only the corresponding  paragraph in this Article II. For purposes
of this  Article II, the phrase "to the  knowledge of the Company" or any phrase
of similar  import shall be deemed to refer to the actual  knowledge of Kerry P.
Gray, as well as any other  knowledge  which Kerry P. Gray would have  possessed
had he made reasonable inquiry with respect to the matter in question.

      2.1  Organization,  Qualification  and Corporate  Power.  The Company is a
corporation  duly  organized,  validly  existing and in  corporate  and tax good
standing under the laws of the State of Delaware.  The Company is duly qualified
to conduct  business and is in corporate and tax good standing under the laws of
each  jurisdiction  in which the nature of its  businesses  or the  ownership or
leasing of its properties requires such qualification,  except where the failure
to be so qualified or in good standing,  individually  or in the aggregate,  has
not had and would not reasonably be expected to have a Company  Material Adverse
Effect (as defined  below).  The Company has all requisite  corporate  power and
authority to carry on the  businesses  in which it is engaged and to own and use
the properties owned and used by it. The Company has furnished or made available
to the Parent complete and accurate  copies of its Certificate of  Incorporation
and Bylaws. The Company is not in default under or in violation of any provision
of its  Certificate  of  Incorporation,  as amended to date,  or its Bylaws,  as
amended to date.  For  purposes of this  Agreement,  "Company  Material  Adverse
Effect"  means a material  adverse  effect on the  assets,  business,  condition
(financial  or  otherwise),  results of  operations  or future  prospects of the
Company.

      2.2  Capitalization.  The authorized capital stock of the Company consists
of (a) 3,000 shares of common stock,  $.01 par value ("Company  Shares").  As of
the date of this  Agreement,  2,200 Company Shares were issued and  outstanding,
and no Company  Shares were held in the treasury of the Company.  Section 2.2 of
the  Disclosure  Schedule  sets forth a complete  and  accurate  list of (i) all
shareholders  of the Company,  indicating the number and class of Company Shares
held by each shareholder,  (ii) all outstanding Options and Warrants, indicating


                                      -7-
<PAGE>

(A) the holder thereof,  (B) the number of Company Shares subject to each Option
and  Warrant,  (C) the  exercise  price,  date of grant,  vesting  schedule  and
expiration  date for each Option or  Warrant,  and (D) any terms  regarding  the
acceleration  of vesting,  and (iii) all stock  option  plans and other stock or
equity-related  plans of the Company.  All of the issued and outstanding Company
Shares are, and all Company  Shares that may be issued upon  exercise of Options
or  Warrants  will be (upon  issuance  in  accordance  with their  terms),  duly
authorized, validly issued, fully paid, nonassessable and free of all preemptive
rights.  Other  than the  Options  and  Warrants  listed in  Section  2.2 of the
Disclosure Schedule,  there are no outstanding or authorized options,  warrants,
rights,  agreements or  commitments to which the Company is a party or which are
binding upon the Company  providing for the issuance or redemption of any of its
capital  stock.  There are no  outstanding  or  authorized  stock  appreciation,
phantom  stock or  similar  rights  with  respect to the  Company.  There are no
agreements  to which the Company is a party or by which it is bound with respect
to  the  voting  (including   without  limitation  voting  trusts  or  proxies),
registration  under the Securities Act, or sale or transfer  (including  without
limitation  agreements relating to pre-emptive rights,  rights of first refusal,
co-sale rights or "drag-along"  rights) of any securities of the Company. To the
knowledge of the Company,  there are no agreements among other parties, to which
the  Company  is not a party and by which it is not bound,  with  respect to the
voting  (including  without  limitation  voting  trusts or  proxies)  or sale or
transfer  (including without limitation  agreements  relating to rights of first
refusal,  co-sale  rights  or  "drag-along"  rights)  of any  securities  of the
Company.  All of the  issued  and  outstanding  Company  Shares  were  issued in
compliance with applicable federal and state securities laws.

      2.3 Authorization of Transaction.  The Company has all requisite power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder.  The  execution  and delivery by the Company of this  Agreement  and,
subject to the  adoption of this  Agreement  and the approval of the Merger by a
majority of the votes represented by the outstanding  Company Shares entitled to
vote on this  Agreement  and the  Merger  (the  "Requisite  Company  Shareholder
Approval"),  the  consummation by the Company of the  transactions  contemplated
hereby have been duly and validly  authorized by all necessary  corporate action
on the part of the Company.  Without  limiting the  generality of the foregoing,
the Board of Directors of the Company (i) determined that the Merger is fair and
in the best  interests  of the Company and its  shareholders,  (ii) adopted this
Agreement in accordance with the provisions of the DGCL, and (iii) directed that
this  Agreement and the Merger be submitted to the  shareholders  of the Company
for their adoption and approval and resolved to recommend that the  shareholders
of Company vote in favor of the adoption of this  Agreement  and the approval of
the Merger.  This Agreement has been duly and validly  executed and delivered by
the  Company and  constitutes  a valid and binding  obligation  of the  Company,
enforceable against the Company in accordance with its terms.

      2.4  Noncontravention.  Subject to the filing of the Articles of Merger as
required by the DGCL and the Nevada Revised Statutes,  neither the execution and
delivery by the Company of this Agreement,  nor the  consummation by the Company
of the transactions  contemplated  hereby, will (a) conflict with or violate any
provision of the  Certificate  of  Incorporation  or Bylaws of the  Company,  as


                                      -8-
<PAGE>

amended to date, Bylaws or other  organizational  document of any Subsidiary (as
defined  below),  (b) require on the part of the Company or any  Subsidiary  any
filing with,  or any permit,  authorization,  consent or approval of, any court,
arbitrational   tribunal,   administrative   agency  or   commission   or  other
governmental or regulatory  authority or agency (a "Governmental  Entity"),  (c)
conflict with,  result in a breach of, constitute (with or without due notice or
lapse  of  time  or  both)  a  default  under,  result  in the  acceleration  of
obligations under, create in any party the right to terminate, modify or cancel,
or require any notice,  consent or waiver  under,  any contract or instrument to
which the  Company or any  Subsidiary  is a party or by which the Company or any
Subsidiary  is bound or to which any of their assets is subject,  except for (i)
any  conflict,  breach,  default,  acceleration,  termination,  modification  or
cancellation which,  individually or in the aggregate,  would not have a Company
Material  Adverse Effect and would not adversely  affect the consummation of the
transactions  contemplated  hereby or (ii) any  notice,  consent  or waiver  the
absence of which,  individually  or in the  aggregate,  would not have a Company
Material  Adverse Effect and would not adversely  affect the consummation of the
transactions  contemplated  hereby, (d) result in the imposition of any Security
Interest (as defined  below) upon any assets of the Company or any Subsidiary or
(e) violate any order, writ,  injunction,  decree,  statute,  rule or regulation
applicable to the Company,  any Subsidiary or any of their properties or assets.
For purposes of this Agreement:  "Security Interest" means any mortgage, pledge,
security  interest,  encumbrance,  charge  or other  lien  (whether  arising  by
contract or by operation of law), other than (i) mechanic's,  materialmen's, and
similar  liens,  (ii) liens arising under  worker's  compensation,  unemployment
insurance, social security, retirement, and similar legislation, and (iii) liens
on goods in transit incurred pursuant to documentary  letters of credit, in each
case  arising in the  Ordinary  Course of  Business  (as  defined  below) of the
Company and not material to the Company; and "Ordinary Course of Business" means
the ordinary course of the Company's  business,  consistent with past custom and
practice (including with respect to frequency and amount).

      2.5 Subsidiaries.

            (a) There is no  corporation,  partnership,  joint  venture or other
entity in which the Company  has,  directly or  indirectly,  an equity  interest
representing  50% or more of the capital stock thereof or other equity interests
therein (a "Subsidiary").

            (b) The Company does not control  directly or indirectly or have any
direct or indirect equity  participation or similar interest in any corporation,
partnership,  limited liability company,  joint venture, trust or other business
association which is not a Subsidiary.

      2.6 Intentionally Left Blank..

      2.7 Intentionally Left Blank..

      2.8 Undisclosed  Liabilities.  The Company has no liability (whether known
or unknown,  whether absolute or contingent,  whether liquidated or unliquidated
and whether due or to become due),  except for contractual and other liabilities
in connection with the acquisition of certain assets from Access Pharmaceuticals
Inc. pursuant to transactions expected in connection herewith or incurred in the
Ordinary  Course of Business which are not required by GAAP to be reflected on a
balance sheet.


                                      -9-
<PAGE>

      2.9 Tax Matters.

            (a) For purposes of this  Agreement,  the following terms shall have
the following meanings:

            (i) "Taxes" means all taxes, charges,  fees, levies or other similar
      assessments or liabilities,  including without  limitation  income,  gross
      receipts,  ad  valorem,  premium,  value-added,   excise,  real  property,
      personal  property,   sales,  use,  transfer,   withholding,   employment,
      unemployment  insurance,   social  security,  business  license,  business
      organization,   environmental,  workers  compensation,  payroll,  profits,
      license,  lease,  service,  service  use,  severance,  stamp,  occupation,
      windfall profits,  customs,  duties,  franchise and other taxes imposed by
      the United States of America or any state, local or foreign government, or
      any agency thereof, or other political subdivision of the United States or
      any such government,  and any interest,  fines, penalties,  assessments or
      additions to tax resulting from, attributable to or incurred in connection
      with any tax or any contest or dispute thereof.

            (ii)  "Tax  Returns"  means  all  reports,  returns,   declarations,
      statements  or  other  information  required  to be  supplied  to a taxing
      authority in connection with Taxes.

            (b) The  Company is a start-up  entity and has not yet filed nor has
it been required to file any Tax Returns. The Company has no actual or potential
liability for any Tax obligation of any taxpayer  (including  without limitation
any affiliated group of corporations or other entities that included the Company
during a prior period) other than the Company.  All Taxes that the Company is or
was required by law to withhold or collect have been duly  withheld or collected
and, to the extent required, have been paid to the proper Governmental Entity.

            (c) The Company has not been informed by any  jurisdiction  that the
jurisdiction  believes that the Company was required to file any Tax Return that
was not  filed.  The  Company  has not waived any  statute of  limitations  with
respect  to Taxes or  agreed  to an  extension  of time  with  respect  to a Tax
assessment or deficiency.

            (d) The  Company  has not  taken  any  action  or knows of any fact,
agreement,  plan or other  circumstances  that could  reasonably  be expected to
prevent the Merger from  qualifying  as a  reorganization  within the meaning of
Section 368(a) of the Code.

      2.10 Assets.  The Company owns or leases all tangible assets necessary for
the conduct of its businesses as presently  conducted and as presently  proposed
to be conducted.  Each such tangible  asset is free from material  defects,  has
been  maintained  in  accordance  with  normal  industry  practice,  is in  good
operating condition and repair (subject to normal wear and tear) and is suitable
for the  purposes  for  which  it  presently  is used.  No asset of the  Company
(tangible  or  intangible)  is  subject  to any  Security  Interest,  except  as
otherwise listed in Section 2.10 of the Disclosure Schedule.


                                      -10-
<PAGE>

      2.11 Owned Real Property. The Company does not own any real property.

      2.12 Real Property Leases.  Section 2.12 of the Disclosure  Schedule lists
all real property leased or subleased to or by the Company or any Subsidiary and
lists the term of such lease, any extension and expansion options,  and the rent
payable  thereunder.  The Company has delivered or made  available to the Parent
complete and accurate copies of the leases and subleases  listed in Section 2.12
of the Disclosure  Schedule.  With respect to each lease and sublease  listed in
Section 2.12 of the Disclosure Schedule:

            (a) the lease or sublease is legal, valid, binding,  enforceable and
in full force and effect;

            (b) the lease or sublease will continue to be legal, valid, binding,
enforceable  and in full force and effect  immediately  following the Closing in
accordance with the terms thereof as in effect immediately prior to the Closing;

            (c) neither the Company nor any Subsidiary  nor, to the knowledge of
the Company,  any other party,  is in breach or violation of, or default  under,
any such lease or  sublease,  and no event has  occurred,  is pending or, to the
knowledge of the Company, is threatened, which, after the giving of notice, with
lapse of time, or otherwise, would constitute a breach or default by the Company
or any  Subsidiary  or, to the  knowledge of the Company,  any other party under
such lease or sublease;

            (d)  neither  the  Company   nor  any   Subsidiary   has   assigned,
transferred,  conveyed, mortgaged, deeded in trust or encumbered any interest in
the leasehold or subleasehold; and

            (e) the  Company is not aware of any  Security  Interest,  easement,
covenant or other  restriction  applicable to the real property  subject to such
lease, except for recorded easements,  covenants and other restrictions which do
not  materially  impair the current  uses or the  occupancy  by the Company or a
Subsidiary of the property subject thereto.

      2.13 Intellectual Property.

      The Company  owns or has the right to use all  Intellectual  Property  (as
defined  below)  necessary (i) to use,  manufacture,  market and  distribute the
products manufactured,  marketed,  sold or licensed, and to provide the services
provided,   by  the  Company  to  other   parties   (together,   the   "Customer
Deliverables")  and (ii) to operate the internal systems of the Company that are
material to its business or operations,  including, without limitation, computer
hardware  systems,  software  applications  and embedded  systems (the "Internal


                                      -11-
<PAGE>

Systems";  the  Intellectual  Property  owned by or  licensed to the Company and
incorporated in or underlying the Customer  Deliverables or the Internal Systems
is  referred to herein as the  "Company  Intellectual  Property").  Each item of
Company  Intellectual  Property  will  be  owned  or  available  for  use by the
Surviving  Corporation   immediately  following  the  Closing  on  substantially
identical terms and conditions as it was immediately  prior to the Closing.  The
Company has taken all reasonable  measures to protect the proprietary  nature of
each item of Company Intellectual Property. To the knowledge of the Company, (a)
no other  person or entity  has any  rights to any of the  Company  Intellectual
Property owned by the Company except pursuant to agreements or licenses  entered
into by the  Company and such person in the  ordinary  course,  and (b) no other
person or entity is infringing, violating or misappropriating any of the Company
Intellectual Property. For purposes of this Agreement,  "Intellectual  Property"
means all (i) patents and patent applications, (ii) copyrights and registrations
thereof, (iii) computer software, data and documentation, (iv) trade secrets and
confidential  business  information,  whether  patentable  or  unpatentable  and
whether or not  reduced to  practice,  know-how,  manufacturing  and  production
processes and techniques,  research and development  information,  copyrightable
works,  financial,  marketing and business data,  pricing and cost  information,
business and marketing  plans and customer and supplier  lists and  information,
(v) trademarks,  service marks,  trade names,  domain names and applications and
registrations  therefor and (vi) other proprietary rights relating to any of the
foregoing.

      2.14 Contracts.

            (a) Section  2.14 of the  Disclosure  Schedule  lists the  following
agreements  (written  or oral) to which the Company is a party as of the date of
this Agreement:

            (i) any agreement (or group of related  agreements) for the lease of
      personal property from or to third parties providing for lease payments in
      excess of $50,000  per annum or having a  remaining  term  longer  than 12
      months;

            (ii) any agreement (or group of related agreements) for the purchase
      or sale of products or for the furnishing or receipt of services (A) which
      calls for  performance  over a period  of more  than one  year,  (B) which
      involves  more than the sum of  $50,000,  or (C) in which the  Company has
      granted  manufacturing rights, "most favored nation" pricing provisions or
      exclusive  marketing or  distribution  rights  relating to any products or
      territory  or has  agreed  to  purchase  a  minimum  quantity  of goods or
      services or has agreed to purchase  goods or services  exclusively  from a
      certain party;

            (iii) any agreement establishing a partnership or joint venture;

            (iv) any agreement (or group of related  agreements)  under which it
      has created, incurred, assumed or guaranteed (or may create, incur, assume
      or  guarantee)  indebtedness  (including  capitalized  lease  obligations)
      involving  more than $50,000 or under which it has imposed (or may impose)
      a Security Interest on any of its assets, tangible or intangible;


                                      -12-
<PAGE>

            (v) any agreement concerning confidentiality or noncompetition;

            (vi) any employment or consulting agreement;

            (vii) any agreement  involving any officer,  director or stockholder
      of the Company or any affiliate (an "Affiliate"), as defined in Rule 12b-2
      under the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
      Act"), thereof;

            (viii) any agreement  under which the  consequences  of a default or
      termination  would  reasonably  be  expected  to have a  Company  Material
      Adverse Effect;

            (ix) any  agreement  which  contains any  provisions  requiring  the
      Company  to  indemnify  any other  party  thereto  (excluding  indemnities
      contained  in  agreements  for the  purchase,  sale or license of products
      entered into in the Ordinary Course of Business); and

            (x) any other  agreement  (or group of  related  agreements)  either
      involving more than $50,000 or not entered into in the Ordinary  Course of
      Business.

            (b) The  Company has  delivered  or made  available  to the Parent a
complete  and  accurate  copy of each  agreement  listed in Section  2.14 of the
Disclosure Schedule. With respect to each agreement so listed: (i) the agreement
is legal, valid,  binding and enforceable and in full force and effect; (ii) the
agreement will continue to be legal, valid,  binding and enforceable and in full
force and effect immediately  following the Closing in accordance with the terms
thereof as in effect  immediately  prior to the Closing;  and (iii)  neither the
Company nor, to the knowledge of the Company,  any other party,  is in breach or
violation of, or default under,  any such agreement,  and no event has occurred,
is pending or, to the knowledge of the Company, is threatened,  which, after the
giving of notice, with lapse of time, or otherwise, would constitute a breach or
default by the Company or any  Subsidiary  or, to the  knowledge of the Company,
any other party under such contract.

      2.15 Accounts Receivable. The Company has no accounts receivable.

      2.16  Powers of  Attorney.  There are no  outstanding  powers of  attorney
executed on behalf of the Company.

      2.17  Insurance.  Section  2.17  of the  Disclosure  Schedule  lists  each
insurance policy (including fire, theft,  casualty,  general liability,  workers
compensation,  business  interruption,   environmental,  product  liability  and
automobile  insurance  policies and bond and surety  arrangements)  to which the
Company or any Subsidiary is a party.  Such  insurance  policies are of the type
and in amounts  customarily  carried by organizations  conducting  businesses or
owning assets similar to those of the Company and the Subsidiaries.  There is no
material  claim  pending  under any such  policy as to which  coverage  has been
questioned,  denied or disputed by the underwriter of such policy.  All premiums
due and payable under all such policies have been paid,  neither the Company nor
any Subsidiary may be liable for retroactive  premiums or similar payments,  and
the Company and the  Subsidiaries  are  otherwise in  compliance in all material
respects  with the terms of such  policies.  The Company has no knowledge of any
threatened  termination  of, or material  premium  increase with respect to, any
such policy.  Each such policy will continue to be enforceable and in full force
and  effect  immediately  following  the  Closing in  accordance  with the terms
thereof as in effect immediately prior to the Closing.


                                      -13-
<PAGE>

      2.18  Litigation.  As of the date of this  Agreement,  there is no action,
suit,  proceeding,  claim,  arbitration or investigation before any Governmental
Entity or before any arbitrator (a "Legal  Proceeding")  which is pending or has
been threatened in writing against the Company which (a) seeks either damages or
equitable  relief or (b) if  determined  adversely  to the  Company  could have,
individually or in the aggregate, a Company Material Adverse Effect.

      2.19  Warranties.  No  service  sold or  delivered  by the  Company or any
Subsidiary  is  subject  to any  guaranty,  warranty,  right of  credit or other
indemnity other than the applicable standard terms and conditions of sale of the
Company or the appropriate Subsidiary.

      2.20 Employees.

            (a) Section 2.20 of the Disclosure  Schedule  contains a list of all
employees  of the  Company  along  with  the  position  and the  annual  rate of
compensation  of each such  person.  Each  current  employee  of the Company has
entered into a  confidentiality/  assignment  of inventions  agreement  with the
Company,  a copy or form of which has  previously  been delivered to the Parent.
Section 2.20 of the Disclosure  Schedule contains a list of all employees of the
Company who are a party to a non-competition  agreement with the Company; copies
of  such  agreements  have  previously  been  delivered  to the  Parent.  To the
knowledge of the Company, no key employee or group of employees has any plans to
terminate employment with the Company.

            (b)  The  Company  is not a  party  to or  bound  by any  collective
bargaining agreement, nor has it experienced any strikes, grievances,  claims of
unfair labor practices or other collective bargaining disputes.  The Company has
no knowledge of any organizational  effort made or threatened,  either currently
or within the past two years, by or on behalf of any labor union with respect to
employees  of  the  Company.  To  the  knowledge  of the  Company  there  are no
circumstances or facts which could  individually or collectively  give rise to a
suit based on discrimination of any kind.

      2.21 Employee Benefits.

            (a) For purposes of this  Agreement,  the following terms shall have
the following meanings:

            (i)  "Employee  Benefit Plan" means any  "employee  pension  benefit
      plan" (as defined in Section 3(2) of ERISA), any "employee welfare benefit
      plan" (as defined in Section 3(1) of ERISA), and any other written or oral
      plan, agreement or arrangement involving direct or indirect  compensation,
      including  without  limitation  insurance  coverage,  severance  benefits,
      disability benefits, deferred compensation,  bonuses, stock options, stock
      purchase,  phantom stock,  stock  appreciation or other forms of incentive
      compensation or post-retirement compensation.


                                      -14-
<PAGE>

            (ii) "ERISA" means the Employee  Retirement  Income  Security Act of
      1974, as amended.

            (iii)  "ERISA  Affiliate"  means  any  entity  which  is,  or at any
      applicable  time was, a member of (1) a controlled  group of  corporations
      (as  defined  in  Section  414(b) of the  Code),  (2) a group of trades or
      businesses  under  common  control  (as  defined in Section  414(c) of the
      Code), or (3) an affiliated service group (as defined under Section 414(m)
      of the Code or the regulations  under Section 414(o) of the Code),  any of
      which includes or included the Company.

            (b) Section 2.21(b) of the Disclosure  Schedule  contains a complete
and accurate list of all Employee Benefit Plans  maintained,  or contributed to,
by the Company or any ERISA  Affiliate.  Complete and accurate copies of (i) all
Employee  Benefit  Plans  which  have been  reduced  to  writing,  (ii)  written
summaries of all  unwritten  Employee  Benefit  Plans,  (iii) all related  trust
agreements,  insurance  contracts  and summary plan  descriptions,  and (iv) all
annual reports filed on IRS Form 5500, 5500C or 5500R and (for all funded plans)
all plan  financial  statements  for the last five plan years for each  Employee
Benefit Plan, have been delivered or made available to the Parent. Each Employee
Benefit Plan has been  administered in all material  respects in accordance with
its terms and each of the Company and the ERISA  Affiliates  has in all material
respects met its obligations  with respect to such Employee Benefit Plan and has
made all required  contributions  thereto. The Company, each ERISA Affiliate and
each Employee  Benefit Plan are in compliance in all material  respects with the
currently  applicable  provisions  of ERISA  and the  Code  and the  regulations
thereunder (including without limitation Section 4980 B of the Code, Subtitle K,
Chapter 100 of the Code and  Sections 601 through 608 and Section 701 et seq. of
ERISA).  All filings and reports as to each  Employee  Benefit Plan  required to
have been  submitted to the  Internal  Revenue  Service or to the United  States
Department of Labor have been duly submitted.

            (c) To the knowledge of the Company,  there are no Legal Proceedings
(except  claims for  benefits  payable in the normal  operation  of the Employee
Benefit  Plans and  proceedings  with  respect to qualified  domestic  relations
orders)  against or involving any Employee  Benefit Plan or asserting any rights
or claims to benefits  under any  Employee  Benefit Plan that could give rise to
any material liability.

            (d) All the Employee Benefit Plans that are intended to be qualified
under Section  401(a) of the Code have received  determination  letters from the
Internal  Revenue  Service to the effect that such  Employee  Benefit  Plans are
qualified and the plans and the trusts  related  thereto are exempt from federal
income taxes under  Sections  401(a) and 501(a),  respectively,  of the Code, no
such  determination  letter  has  been  revoked  and  revocation  has  not  been
threatened, and no such Employee Benefit Plan has been amended since the date of
its most recent determination letter or application therefor in any respect, and
no act or omission has occurred,  that would adversely affect its  qualification
or materially increase its cost. Each Employee Benefit Plan which is required to
satisfy Section  401(k)(3) or Section  401(m)(2) of the Code has been tested for
compliance  with,  and  satisfies the  requirements  of,  Section  401(k)(3) and
Section  401(m)(2)  of the Code for each plan year  ending  prior to the Closing
Date.


                                      -15-
<PAGE>

            (e) Neither the Company nor any ERISA  Affiliate has ever maintained
an  Employee  Benefit  Plan  subject to  Section  412 of the Code or Title IV of
ERISA.

            (f) At no time has the Company or any ERISA Affiliate been obligated
to contribute to any  "multiemployer  plan" (as defined in Section 4001(a)(3) of
ERISA).

            (g) There are no unfunded  obligations  under any  Employee  Benefit
Plan providing  benefits after  termination of employment to any employee of the
Company (or to any beneficiary of any such employee),  including but not limited
to retiree health coverage and deferred compensation, but excluding continuation
of health  coverage  required to be continued under Section 4980B of the Code or
other  applicable law and insurance  conversion  privileges under state law. The
assets of each Employee  Benefit Plan which is funded are reported at their fair
market value on the books and records of such Employee Benefit Plan.

            (h) No act or omission has  occurred  and no  condition  exists with
respect to any  Employee  Benefit  Plan  maintained  by the Company or any ERISA
Affiliate  that would  subject  the  Company or any ERISA  Affiliate  to (i) any
material fine, penalty,  tax or liability of any kind imposed under ERISA or the
Code  or  (ii)  any  contractual   indemnification  or  contribution  obligation
protecting  any  fiduciary,  insurer or  service  provider  with  respect to any
Employee Benefit Plan.

            (i) No  Employee  Benefit  Plan is  funded  by,  associated  with or
related to a "voluntary employee's  beneficiary  association" within the meaning
of Section 501(c)(9) of the Code.

            (j)  Each  Employee   Benefit  Plan  is  amendable  and   terminable
unilaterally  by the Company at any time  without  liability to the Company as a
result thereof and no Employee  Benefit Plan, plan  documentation  or agreement,
summary plan description or other written communication distributed generally to
employees by its terms  prohibits the Company from amending or  terminating  any
such Employee Benefit Plan.

            (k) Section 2.21(k) of the Disclosure  Schedule  discloses each: (i)
agreement  with any  shareholder,  director,  executive  officer  or  other  key
employee  of the  Company  or any  Subsidiary  (A) the  benefits  of  which  are
contingent, or the terms of which are materially altered, upon the occurrence of
a  transaction  involving  the Company of the nature of any of the  transactions
contemplated  by  this  Agreement,  (B)  providing  any  term of  employment  or
compensation  guarantee or (C) providing  severance  benefits or other  benefits
after the termination of employment of such director,  executive  officer or key
employee; (ii) agreement, plan or arrangement under which any person may receive
payments from the Company that may be subject to the tax imposed by Section 4999
of the  Code  or  included  in the  determination  of such  person's  "parachute
payment" under Section 280G of the Code; and (iii) agreement or plan binding the
Company,  including without limitation any stock option plan, stock appreciation
right plan,  restricted stock plan, stock purchase plan,  severance benefit plan
or Employee Benefit Plan, any of the benefits of which will be increased, or the
vesting of the benefits of which will be  accelerated,  by the occurrence of any
of the  transactions  contemplated  by this Agreement or the value of any of the
benefits  of which will be  calculated  on the basis of any of the  transactions
contemplated by this Agreement.


                                      -16-
<PAGE>

      2.22 Environmental Matters.

            (a) The Company has complied with all applicable  Environmental Laws
(as  defined  below),   except  for  violations  of  Environmental   Laws  that,
individually  or in the  aggregate,  have not had and  would not  reasonably  be
expected to have a Company Material  Adverse Effect.  There is no pending or, to
the knowledge of the Company,  threatened civil or criminal litigation,  written
notice of violation, formal administrative proceeding, or investigation, inquiry
or information request by any Governmental Entity, relating to any Environmental
Law involving the Company, except for litigation,  notices of violations, formal
administrative proceedings or investigations,  inquiries or information requests
that, individually or in the aggregate, have not had and would not reasonably be
expected  to have a  Company  Material  Adverse  Effect.  For  purposes  of this
Agreement,  "Environmental Law" means any federal,  state or local law, statute,
rule or regulation or the common law relating to the environment or occupational
health  and  safety,  including  without  limitation  any  statute,  regulation,
administrative decision or order pertaining to (i) treatment, storage, disposal,
generation and  transportation  of industrial,  toxic or hazardous  materials or
substances or solid or hazardous  waste;  (ii) air,  water and noise  pollution;
(iii) groundwater and soil contamination; (iv) the release or threatened release
into the environment of industrial,  toxic or hazardous materials or substances,
or solid or hazardous waste, including without limitation emissions, discharges,
injections, spills, escapes or dumping of pollutants, contaminants or chemicals;
(v) the  protection of wild life,  marine life and wetlands,  including  without
limitation all endangered and threatened species;  (vi) storage tanks,  vessels,
containers,  abandoned or discarded barrels, and other closed receptacles; (vii)
health and safety of  employees  and other  persons;  and (viii)  manufacturing,
processing, using, distributing,  treating, storing, disposing,  transporting or
handling of materials regulated under any law as pollutants, contaminants, toxic
or hazardous  materials or substances  or oil or petroleum  products or solid or
hazardous waste. As used above, the terms "release" and "environment" shall have
the meaning set forth in the Comprehensive Environmental Response,  Compensation
and Liability Act of 1980, as amended ("CERCLA").

            (b)  To  the   knowledge  of  the  Company   there  is  no  material
environmental liability with respect to any solid or hazardous waste transporter
or treatment,  storage or disposal facility that has been used by the Company or
any Subsidiary.


                                      -17-
<PAGE>

      2.23 Legal  Compliance.  The Company and the conduct and operations of its
businesses,  are in compliance  with each  applicable law  (including  rules and
regulations thereunder) of any federal,  state, local or foreign government,  or
any   Governmental   Entity,   except  for  any  violations  or  defaults  that,
individually  or in the  aggregate,  have not had and  would not  reasonably  be
expected to have a Company Material Adverse Effect.

      2.24 Customers and Suppliers. The Company has no customers or suppliers.

      2.25 Permits. Section 2.25 of the Disclosure Schedule sets forth a list of
all permits, licenses, registrations, certificates, orders or approvals from any
Governmental Entity (including without limitation those issued or required under
Environmental Laws and those relating to the occupancy or use of owned or leased
real property) ("Permits") issued to or held by the Company. Such listed Permits
are the only Permits that are required for the Company to conduct its businesses
as presently conducted except for those the absence of which, individually or in
the  aggregate,  have not had and would not  reasonably  be  expected  to have a
Company  Material  Adverse Effect.  Each such Permit is in full force and effect
and, to the  knowledge of the Company,  no suspension  or  cancellation  of such
Permit is threatened  and there is no basis for believing  that such Permit will
not be renewable upon  expiration.  Each such Permit will continue in full force
and effect immediately following the Closing.

      2.26 Certain Business  Relationships With Affiliates.  Except as listed in
Section 2.26 of the  Disclosure  Schedule,  no Affiliate of the Company (a) owns
any property or right, tangible or intangible,  which is used in the business of
the Company,  (b) has any claim or cause of action  against the Company,  or (c)
owes any money to, or is owed any money by,  the  Company.  Section  2.26 of the
Disclosure Schedule describes any transactions  involving the receipt or payment
in any fiscal  year  between  the  Company  and any  Affiliate  thereof.  To the
knowledge of the Company, no officer,  director or stockholder of Company or any
"affiliate"  (as such term is defined in Rule 12b-2 under the  Exchange  Act) or
"associate"  (as such term is defined in Rule 405 under the  Securities  Act) of
any such person has had, either  directly or indirectly,  (a) an interest in any
person that (i)  furnishes or sells  services or products  that are furnished or
sold or are proposed to be  furnished  or sold by the Company or (ii)  purchases
from or sells or  furnishes  to the  Company  any  goods or  services,  or (b) a
beneficial  interest in any contract or agreement to which Company is a party or
by which it may be bound or affected. The Company has not extended or maintained
credit, arranged for the extension of credit, or renewed an extension of credit,
in the form of a personal  loan to or for any director or executive  officer (or
equivalent thereof) of the Company.

      2.27 Compliance with Laws. The Company:

            (a) has not,  and the  past  and  present  officers,  directors  and
Affiliates of the Company have not, been the subject of, nor does any officer or
director of the Company  have any reason to believe  that  Company or any of its
officers,  directors or Affiliates will be the subject of, any civil or criminal
proceeding or  investigation by any federal or state agency alleging a violation
of securities laws;


                                      -18-
<PAGE>

            (b) has  not  been  the  subject  of any  voluntary  or  involuntary
bankruptcy proceeding, nor has it been a party to any material litigation;

            (c) has not,  and the  past  and  present  officers,  directors  and
Affiliates  have not,  been the  subject of, nor does any officer or director of
the Company have any reason to believe that the Company or any of its  officers,
directors  or  affiliates  will  be the  subject  of,  any  civil,  criminal  or
administrative  investigation  or  proceeding  brought  by any  federal or state
agency having regulatory authority over such entity or person;

      2.28 Brokers'  Fees. The Company has no liability or obligation to pay any
fees  or  commissions  to any  broker,  finder  or  agent  with  respect  to the
transactions contemplated by this Agreement, except as listed in Section 2.28 of
the Disclosure Schedule.

      2.29 Books and Records.  The minute books and other similar records of the
Company  contain  complete  and  accurate  records of all  actions  taken at any
meetings of the  Company's  shareholders,  Board of Directors  or any  committee
thereof and of all written consents  executed in lieu of the holding of any such
meeting. The books and records of the Company accurately reflect in all material
respects the assets, liabilities,  business,  financial condition and results of
operations  of the  Company and have been  maintained  in  accordance  with good
business and bookkeeping practices.

      2.30 Disclosure. No representation or warranty by the Company contained in
this  Agreement,  and no statement  contained in the Disclosure  Schedule or any
other document,  certificate or other instrument delivered or to be delivered by
or on behalf of the Company pursuant to this Agreement, contains or will contain
any  untrue  statement  of a  material  fact or omits or will  omit to state any
material fact  necessary,  in light of the  circumstances  under which it was or
will be made, in order to make the statements  herein or therein not misleading.
The Company has disclosed to the Parent all material information relating to the
business of the Company or any Subsidiary or the  transactions  contemplated  by
this Agreement.

      2.31 Duty to Make Inquiry.  To the extent that any of the  representations
or warranties in this Section 2 are  qualified by  "knowledge"  or "belief," the
Company  represents and warrants that it has made due and reasonable inquiry and
investigation   concerning  the  matters  to  which  such   representations  and
warranties  relate,  including,  but not  limited  to,  diligent  inquiry by its
directors, officers and key personnel.

      2.32 Board Actions.  The Company's  Board of Directors (a) has unanimously
determined  that the  Merger is fair and in the best  interests  of the  Company
shareholders and is on terms that are fair to such Company  shareholders and has
recommended  the Merger to the Company  shareholders,  and (b) shall  submit the
Merger and this  Agreement to the vote and approval of the Company  shareholders
or the approval of the Company shareholders by written consent.


                                      -19-
<PAGE>

                                  ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE PARENT
                         AND THE ACQUISITION SUBSIDIARY

      Each of the Parent and the Acquisition  Subsidiary represents and warrants
to the Company  that the  statements  contained in this Article III are true and
correct,  except as set forth in the Parent Disclosure  Schedule provided by the
Parent and the  Acquisition  Subsidiary  to the  Company on the date  hereof and
accepted in writing by the Parent (the "Parent Disclosure Schedule"). The Parent
Disclosure  Schedule  shall  be  arranged  in  paragraphs  corresponding  to the
numbered  and lettered  paragraphs  contained in this Article III, and except to
the extent that it is clear from the context  thereof that such  disclosure also
applies to any other  paragraph,  the disclosures in any paragraph of the Parent
Disclosure  Schedule  shall  qualify  only the  corresponding  paragraph in this
Article III.  For purposes of this Article III, the phrase "to the  knowledge of
the  Parent"  or any phrase of  similar  import  shall be deemed to refer to the
actual knowledge of the executive  officers of the Parent,  as well as any other
knowledge  which such  executive  officers  would have  possessed  had they made
reasonable inquiry with respect to the matter in question.

      3.1  Organization,  Qualification  and  Corporate  Power.  The Parent is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and the  Acquisition  Subsidiary  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the state of
Nevada. The Parent is duly qualified to conduct business and is in corporate and
tax good standing under the laws of each jurisdiction in which the nature of its
businesses  or  the  ownership  or  leasing  of  its  properties  requires  such
qualification,  except where the failure to be so qualified or in good  standing
would not have a Parent Material  Adverse Effect (as defined below).  The Parent
has all requisite  corporate  power and authority to carry on the  businesses in
which it is engaged and to own and use the properties  owned and used by it. The
Parent has  furnished  or made  available  to the Company  complete and accurate
copies of its  Certificate  of  Incorporation  and Bylaws.  For purposes of this
Agreement,  "Parent  Material Adverse Effect" means a material adverse effect on
the assets, business, condition (financial or otherwise),  results of operations
or future prospects of the Parent and its subsidiaries, taken as a whole.

      3.2 Capitalization. The authorized capital stock of the Parent consists of
(a)  400,000,000  shares of Parent Common Stock, of which shares were issued and
outstanding as of the date of this Agreement,  of which  399,999,704  shares are
issued or  outstanding.  The  Parent  Common  Stock is  presently  eligible  for
quotation on the NASD  Over-the-Counter  Bulletin  Board.  All of the issued and
outstanding  shares of Parent Common Stock are duly authorized,  validly issued,
fully paid,  nonassessable and free of all preemptive  rights. All of the Merger
Shares and all shares of Parent Common Stock issued pursuant to the Subscription
Agreement  will be,  when  issued  in  accordance  with  this  Agreement  or the
Subscription   Agreement,   duly   authorized,   validly  issued,   fully  paid,
nonassessable and free of all preemptive rights.


                                      -20-
<PAGE>

      3.3  Authorization of Transaction.  Each of the Parent and the Acquisition
Subsidiary  has all  requisite  power and  authority to execute and deliver this
Agreement  and (in the case of the Parent) the Escrow  Agreement  and to perform
its  obligations  hereunder  and  thereunder.  The execution and delivery by the
Parent and the Acquisition  Subsidiary of this Agreement and (in the case of the
Parent) the Subscription  Agreement,  and the agreements contemplated hereby and
thereby (collectively,  the "Transaction Documentation") and the consummation by
the Parent  and the  Acquisition  Subsidiary  of the  transactions  contemplated
hereby  and  thereby  have been duly and  validly  authorized  by all  necessary
corporate  action  on  the  part  of  the  Parent  and  Acquisition  Subsidiary,
respectively. This Agreement has been duly and validly executed and delivered by
the Parent and the  Acquisition  Subsidiary and  constitutes a valid and binding
obligation of the Parent and the  Acquisition  Subsidiary,  enforceable  against
them in accordance with its terms.

      3.4   Noncontravention.   Subject  to  compliance   with  the   applicable
requirements of the Securities Act and any applicable state securities laws, the
Exchange  Act and the filing of the  Certificate  of Merger and the  Articles of
Merger as required  respectively  by the DGCL and the Nevada  Revised  Statutes,
neither the execution and delivery by the Parent or the  Acquisition  Subsidiary
of this Agreement or the Transaction Documentation,  nor the consummation by the
Parent or the Acquisition Subsidiary of the transactions  contemplated hereby or
thereby,  will (a) conflict with or violate any provision of the  Certificate of
Incorporation or Bylaws of the Parent or the Acquisition Subsidiary, (b) require
on the part of the Parent or the  Acquisition  Subsidiary  any filing  with,  or
permit,  authorization,  consent or approval of, any  Governmental  Entity,  (c)
conflict with,  result in breach of,  constitute  (with or without due notice or
lapse  of  time  or  both)  a  default  under,  result  in the  acceleration  of
obligations under, create in any party any right to terminate, modify or cancel,
or require any notice,  consent or waiver  under,  any contract or instrument to
which the Parent or the Acquisition  Subsidiary is a party or by which either is
bound or to which any of their assets are subject,  except for (i) any conflict,
breach, default, acceleration,  termination,  modification or cancellation which
would not adversely  affect the  consummation of the  transactions  contemplated
hereby or (ii) any  notice,  consent  or waiver the  absence of which  would not
adversely affect the consummation of the transactions  contemplated  hereby,  or
(d) violate any order, writ,  injunction,  decree,  statute,  rule or regulation
applicable  to  the  Parent  or the  Acquisition  Subsidiary  or  any  of  their
properties or assets.

      3.5  Subsidiaries.  The Parent does not control  directly or indirectly or
have any direct or  indirect  equity  participation  or similar  interest in any
corporation,  partnership,  limited liability company,  joint venture,  trust or
other business association, excluding its interest in Acquisition Subsidiary.

      3.6 Exchange Act Reports.  The Parent has  furnished or made  available to
the Company through the SEC's website complete and accurate  copies,  as amended
or  supplemented,  of its (a) Annual  Report on Form  10-KSB for the fiscal year
ended  December 31, 2004, as filed with the SEC, and (b) all other reports filed
by the Parent under  Section 13 or  subsections  (a) or (c) of Section 14 of the
Exchange  Act with the SEC since April 19, 2002 (such  reports are  collectively
referred to herein as the "Parent  Reports").  The Parent Reports constitute all
of the  documents  required  to be  filed  by the  Parent  under  Section  13 or
subsections  (a) or (c) of  Section  14 of the  Exchange  Act  with the SEC from
October 17, 2001 through the date of this Agreement. The Parent Reports complied
in all material respects with the requirements of the Exchange Act and the rules
and regulations  thereunder when filed. As of their respective dates, the Parent
Reports 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.


                                      -21-
<PAGE>

      3.7 Compliance with Laws. Each of the Parent and its Subsidiaries:

            (a) and the conduct and operations of their  respective  businesses,
are in compliance  with each  applicable  law (including  rules and  regulations
thereunder)  of  any  federal,  state,  local  or  foreign  government,  or  any
Governmental Entity, except for any violations or defaults that, individually or
in the  aggregate,  have not had and would not  reasonably be expected to have a
Parent Material Adverse Effect;

            (b) has  complied  with all  federal and state  securities  laws and
regulations,  including being current in all of its reporting  obligations under
such federal and state securities laws and regulations;

            (c) has not,  and the  past  and  present  officers,  directors  and
Affiliates  of the Parent have not, been the subject of, nor does any officer or
director  of the Parent  have any reason to  believe  that  Parent or any of its
officers,  directors or Affiliates will be the subject of, any civil or criminal
proceeding or  investigation by any federal or state agency alleging a violation
of securities laws;

            (d) has  not  been  the  subject  of any  voluntary  or  involuntary
bankruptcy proceeding, nor has it been a party to any material litigation;

            (e) has not,  and the  past  and  present  officers,  directors  and
Affiliates  have not,  been the  subject of, nor does any officer or director of
the Parent  have any reason to believe  that the Parent or any of its  officers,
directors  or  affiliates  will  be the  subject  of,  any  civil,  criminal  or
administrative  investigation  or  proceeding  brought  by any  federal or state
agency having regulatory authority over such entity or person;

            (f)  does not and will  not on the  Closing,  have any  liabilities,
contingent or otherwise, including but not limited to notes payable and accounts
payable, and is not a party to any executory agreements; and

            (g) is not a "blank  check  company" as such term is defined by Rule
419 of the Securities Act.


                                      -22-
<PAGE>

      3.8 Financial Statements. The Parent has provided or made available to the
Company the  unaudited  and  consolidated  balance  sheet (the  "Parent  Interim
Balance  Sheet") as of and for each of the two months ended August 31, 2005 (the
"Parent  Interim  Balance Sheet Date") and related  statements of operations and
cash flows (collectively,  the "Parent Interim Financial Statements. The audited
financial  statements and unaudited interim  financial  statements of the Parent
included  in the Parent  Reports  and the Parent  Interim  Financial  Statements
(collectively, the "Parent Financial Statements") (i) complied as to form in all
material respects with applicable  accounting  requirements and, as appropriate,
the published  rules and regulations of the SEC with respect thereto when filed,
(ii) were  prepared  in  accordance  with GAAP  applied  on a  consistent  basis
throughout the periods covered thereby (except as may be indicated therein or in
the  notes  thereto,  and in the  case of  quarterly  financial  statements,  as
permitted  by Form 10-QSB  under the Exchange  Act),  (iii)  fairly  present the
consolidated  financial  condition,  results of operations and cash flows of the
Parent as of the  respective  dates  thereof  and for the  periods  referred  to
therein, and (iv) are consistent with the books and records of the Parent.

      3.9 Absence of Certain  Changes.  Since the Parent  Interim  Balance Sheet
Date, there has occurred no event or development  which,  individually or in the
aggregate,  has had, or could  reasonably  be expected to have in the future,  a
Parent Material Adverse Effect.

      3.10 Litigation. Except as disclosed in the Parent Reports, as of the date
of this  Agreement,  there is no Legal  Proceeding  which is pending  or, to the
Parent's  knowledge,  threatened  against  the Parent or any  subsidiary  of the
Parent which, if determined  adversely to the Parent or such  subsidiary,  could
have,  individually  or in the aggregate,  a Parent  Material  Adverse Effect or
which in any manner challenges or seeks to prevent,  enjoin,  alter or delay the
transactions contemplated by this Agreement.

      3.11 Undisclosed Liabilities.  None of the Parent and its Subsidiaries has
any liability (whether known or unknown, whether absolute or contingent, whether
liquidated  or  unliquidated  and whether due or to become due),  except for (a)
liabilities  shown on the Parent Interim Balance Sheet,  (b)  liabilities  which
have arisen since the Parent Interim  Balance Sheet Date in the Ordinary  Course
of Business and (c) contractual and other  liabilities  incurred in the Ordinary
Course of Business  which are not  required by GAAP to be reflected on a balance
sheet.

      3.12 Tax Matters.

            (a) The Parent  and  Acquisition  Subsidiary  have filed on a timely
basis all Tax Returns  that it was  required  to file,  and all such Tax Returns
were  complete  and accurate in all  material  respects.  Each of the Parent and
Acquisition  Subsidiary  has paid on a timely  basis all Taxes that were due and
payable.  The  unpaid  Taxes of the Parent and  Acquisition  Subsidiary  for tax
periods through the Parent Interim Balance Sheet Date do not exceed the accruals
and reserves  for Taxes  (excluding  accruals  and  reserves for deferred  Taxes
established to reflect timing differences between book and Tax income) set forth
on the Parent  Interim  Balance  Sheet.  Neither the Parent nor any  Acquisition
Subsidiary  has any actual or potential  liability for any Tax obligation of any
taxpayer  (including  without limitation any affiliated group of corporations or
other entities that included the Parent or Acquisition Subsidiary during a prior
period) other than the Parent and the Acquisition Subsidiary. All Taxes that the
Parent or the Acquisition  Subsidiary are or were required by law to withhold or
collect have been duly withheld or collected and, to the extent  required,  have
been paid to the proper Governmental Entity.


                                      -23-
<PAGE>

            (b) The  Parent  has  delivered  or made  available  to the  Company
complete and  accurate  copies of all federal  income Tax  Returns,  examination
reports and  statements  of  deficiencies  assessed  against or agreed to by the
Parent or any Parent  Subsidiary  since January 1, 2002. No examination or audit
of any Tax  Return of the Parent or any Parent  Subsidiary  by any  Governmental
Entity is currently in progress or, to the  knowledge of the Parent,  threatened
or contemplated.  Neither the Parent nor the Parent Subsidiary has been informed
by any jurisdiction that the jurisdiction believes that the Parent or the Parent
Subsidiary  was required to file any Tax Return that was not filed.  Neither the
Parent nor the Parent  Subsidiary  has waived any  statute of  limitations  with
respect  to Taxes or  agreed  to an  extension  of time  with  respect  to a Tax
assessment or deficiency.

            (c) The  Parent  has not  taken  any  action  or knows of any  fact,
agreement,  plan or other  circumstances  that could  reasonably  be expected to
prevent the Merger from  qualifying  as a  reorganization  within the meaning of
Section 368(a) of the Code.

      3.13 Assets.  Each of the Parent and the  Subsidiaries  owns or leases all
tangible  assets  necessary  for the  conduct  of its  businesses  as  presently
conducted and as presently proposed to be conducted. Each such tangible asset is
free from  material  defects,  has been  maintained  in  accordance  with normal
industry practice,  is in good operating condition and repair (subject to normal
wear and tear) and is suitable  for the purposes for which it presently is used.
No asset of the Parent or any Subsidiary  (tangible or intangible) is subject to
any Security Interest except as set forth in Parent Disclosure Schedule 3.13.

      3.14 Owned Real Property.  Neither the Parent nor any Subsidiary  owns any
real property.

      3.15 Real Property Leases.  Section 3.15 of the Parent Disclosure Schedule
lists  all  real  property  leased  or  subleased  to or by  the  Parent  or any
Subsidiary  and  lists  the term of such  lease,  any  extension  and  expansion
options,  and the rent  payable  thereunder.  The Parent has  delivered  or made
available  to the  Company  complete  and  accurate  copies  of the  leases  and
subleases listed in Section 3.15 of the Parent Disclosure Schedule. With respect
to each  lease and  sublease  listed in Section  3.15 of the  Parent  Disclosure
Schedule:

            (a) the lease or sublease is legal, valid, binding,  enforceable and
in full force and effect;

            (b) the lease or sublease will continue to be legal, valid, binding,
enforceable  and in full force and effect  immediately  following the Closing in
accordance with the terms thereof as in effect immediately prior to the Closing;


                                      -24-
<PAGE>

            (c) neither the Parent nor any  Subsidiary  nor, to the knowledge of
the Parent, any other party, is in breach or violation of, or default under, any
such  lease or  sublease,  and no event  has  occurred,  is  pending  or, to the
knowledge of the Parent, is threatened,  which, after the giving of notice, with
lapse of time, or otherwise,  would constitute a breach or default by the Parent
or any Subsidiary or, to the knowledge of the Parent, any other party under such
lease or sublease;

            (d) neither the Parent nor any Subsidiary has assigned, transferred,
conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold
or subleasehold; and

            (e) the  Parent is not  aware of any  Security  Interest,  easement,
covenant or other  restriction  applicable to the real property  subject to such
lease, except for recorded easements,  covenants and other restrictions which do
not  materially  impair the  current  uses or the  occupancy  by the Parent or a
Subsidiary of the property subject thereto.

      3.16 Contracts.

            (a)  Section  3.16  of the  Parent  Disclosure  Schedule  lists  the
following  agreements (written or oral) to which the Parent or any Subsidiary is
a party as of the date of this Agreement:

                  (i) any  agreement  (or group of related  agreements)  for the
            lease of personal property from or to third parties;

                  (ii) any  agreement (or group of related  agreements)  for the
            purchase  or sale of products  or for the  furnishing  or receipt of
            services (A) which calls for performance  over a period of more than
            one year, (B) which involves more than the sum of $10,000, or (C) in
            which the Parent or any Subsidiary has granted manufacturing rights,
            "most favored nation" pricing  provisions or exclusive  marketing or
            distribution  rights  relating to any  products or  territory or has
            agreed to  purchase a minimum  quantity  of goods or services or has
            agreed to  purchase  goods or  services  exclusively  from a certain
            party;

                  (iii)  any  agreement  establishing  a  partnership  or  joint
            venture;

                  (iv) any  agreement  (or group of  related  agreements)  under
            which  it has  created,  incurred,  assumed  or  guaranteed  (or may
            create,   incur,  assume  or  guarantee)   indebtedness   (including
            capitalized lease obligations)  involving more than $10,000 or under
            which it has imposed  (or may impose) a Security  Interest on any of
            its assets, tangible or intangible;

                  (v)    any    agreement    concerning    confidentiality    or
            noncompetition;

                  (vi) any employment or consulting agreement;


                                      -25-
<PAGE>

                  (vii)  any  agreement  involving  any  officer,   director  or
            stockholder of the Parent or any Affiliate thereof;

                  (viii) any agreement under which the consequences of a default
            or  termination  would  reasonably  be  expected  to  have a  Parent
            Material Adverse Effect;

                  (ix) any agreement which contains any provisions requiring the
            Parent  or any  Subsidiary  to  indemnify  any other  party  thereto
            (excluding  indemnities  contained in  agreements  for the purchase,
            sale or license of products  entered into in the Ordinary  Course of
            Business); and

                  (x) any  other  agreement  (or  group of  related  agreements)
            either  involving  more  than  $10,000  or not  entered  into in the
            Ordinary Course of Business.

            (b) The Parent has  delivered  or made  available  to the  Company a
complete  and  accurate  copy of each  agreement  listed in Section  3.16 of the
Parent Disclosure  Schedule.  With respect to each agreement so listed:  (i) the
agreement is legal, valid, binding and enforceable and in full force and effect;
(ii) the agreement will continue to be legal, valid, binding and enforceable and
in full force and effect  immediately  following the Closing in accordance  with
the terms  thereof  as in effect  immediately  prior to the  Closing;  and (iii)
neither the Parent nor any Subsidiary  nor, to the knowledge of the Parent,  any
other party, is in breach or violation of, or default under, any such agreement,
and no event has  occurred,  is pending or, to the  knowledge of the Parent,  is
threatened, which, after the giving of notice, with lapse of time, or otherwise,
would  constitute a breach or default by the Parent or any Subsidiary or, to the
knowledge of the Parent, any other party under such contract.

      3.17 Accounts  Receivable.  All accounts  receivable of the Parent and the
Subsidiaries reflected on the Parent Interim Balance Sheet are valid receivables
subject to no setoffs or counterclaims  and are current and collectible  (within
90 days  after the date on which it first  became due and  payable),  net of the
applicable  reserve  for bad debts on the  Parent  Interim  Balance  Sheet.  All
accounts  receivable  reflected in the  financial or  accounting  records of the
Parent that have arisen since the Parent  Interim  Balance  Sheet Date are valid
receivables  subject to no setoffs or counterclaims and are collectible  (within
90 days  after  the date on which it first  became  due and  payable),  net of a
reserve for bad debts in an amount  proportionate  to the  reserve  shown on the
Parent Interim Balance Sheet Date.

      3.18  Powers of  Attorney.  There are no  outstanding  powers of  attorney
executed on behalf of the Parent or any Subsidiary.

      3.19 Insurance.  Section 3.19 of the Parent Disclosure Schedule lists each
insurance policy (including fire, theft,  casualty,  general liability,  workers
compensation,  business  interruption,   environmental,  product  liability  and
automobile  insurance  policies and bond and surety  arrangements)  to which the
Parent or any Subsidiary is a party. Such insurance policies are of the type and
in amounts customarily carried by organizations  conducting businesses or owning
assets similar to those of the Parent and the Subsidiaries. There is no material
claim  pending under any such policy as to which  coverage has been  questioned,
denied or disputed by the  underwriter  of such  policy.  All  premiums  due and
payable  under all such  policies  have been  paid,  neither  the Parent nor any
Subsidiary may be liable for retroactive  premiums or similar payments,  and the
Parent and the Subsidiaries are otherwise in compliance in all material respects
with the terms of such  policies.  The Parent has no knowledge of any threatened
termination of, or material  premium  increase with respect to, any such policy.
Each such policy will  continue to be  enforceable  and in full force and effect
immediately  following  the Closing in  accordance  with the terms thereof as in
effect immediately prior to the Closing.


                                      -26-
<PAGE>

      3.20  Warranties.  No  service  sold or  delivered  by the  Parent  or any
Subsidiary  is  subject  to any  guaranty,  warranty,  right of  credit or other
indemnity other than the applicable standard terms and conditions of sale of the
Parent or the appropriate Subsidiary.

      3.21 Employees.

            (a) Section 3.21 of the Parent  Disclosure  Schedule contains a list
of all employees of the Parent and each  Subsidiary  along with the position and
the annual rate of compensation of each such person.  Section 3.21 of the Parent
Disclosure  Schedule  contains  a list of all  employees  of the  Parent  or any
Subsidiary who are a party to a non-competition agreement with the Parent or any
Subsidiary;  copies of such  agreements  have  previously  been delivered to the
Company.

            (b) Neither the Parent nor any  Subsidiary is a party to or bound by
any  collective  bargaining  agreement,  nor  has any of  them  experienced  any
strikes,  grievances,  claims  of unfair  labor  practices  or other  collective
bargaining  disputes.  The Parent has no knowledge of any organizational  effort
made or  threatened,  either  currently  or within the past two years,  by or on
behalf of any  labor  union  with  respect  to  employees  of the  Parent or any
Subsidiary.

      3.22 Employee Benefits.

            (a) For purposes of this  Agreement,  the following terms shall have
the following meanings:

                  (i)  "Employee  Benefit  Plan"  means  any  "employee  pension
            benefit  plan" (as defined in Section 3(2) of ERISA),  any "employee
            welfare benefit plan" (as defined in Section 3(1) of ERISA), and any
            other  written  or oral plan,  agreement  or  arrangement  involving
            direct  or  indirect  compensation,   including  without  limitation
            insurance  coverage,   severance  benefits,   disability   benefits,
            deferred  compensation,  bonuses,  stock  options,  stock  purchase,
            phantom  stock,  stock  appreciation  or other  forms  of  incentive
            compensation or post-retirement compensation.


                                      -27-
<PAGE>

                  (ii) "ERISA" means the Employee Retirement Income Security Act
            of 1974, as amended.

                  (iii) "ERISA  Affiliate"  means any entity which is, or at any
            applicable  time  was,  a  member  of  (1)  a  controlled  group  of
            corporations (as defined in Section 414(b) of the Code), (2) a group
            of trades or businesses  under common control (as defined in Section
            414(c) of the Code), or (3) an affiliated  service group (as defined
            under Section  414(m) of the Code or the  regulations  under Section
            414(o) of the Code),  any of which  includes or included the Company
            or a Subsidiary.

            (b) Section  3.22(b) of the Parent  Disclosure  Schedule  contains a
complete  and  accurate  list  of all  Employee  Benefit  Plans  maintained,  or
contributed to, by the Parent,  any Subsidiary or any ERISA Affiliate.  Complete
and accurate copies of (i) all Employee Benefit Plans which have been reduced to
writing,  (ii) written summaries of all unwritten  Employee Benefit Plans, (iii)
all related trust agreements, insurance contracts and summary plan descriptions,
and (iv) all annual reports filed on IRS Form 5500,  5500C or 5500R and (for all
funded  plans) all plan  financial  statements  for the last five plan years for
each Employee Benefit Plan, have been delivered or made available to the Parent.
Each Employee  Benefit Plan has been  administered  in all material  respects in
accordance with its terms and each of the Parent, the Subsidiaries and the ERISA
Affiliates has in all material respects met its obligations with respect to such
Employee  Benefit  Plan and has made all  required  contributions  thereto.  The
Parent, each Subsidiary, each ERISA Affiliate and each Employee Benefit Plan are
in compliance in all material respects with the currently applicable  provisions
of  ERISA  and  the  Code  and the  regulations  thereunder  (including  without
limitation  Section 4980 B of the Code,  Subtitle K, Chapter 100 of the Code and
Sections  601 through  608 and  Section  701 et seq. of ERISA).  All filings and
reports as to each Employee  Benefit Plan required to have been submitted to the
Internal  Revenue Service or to the United States  Department of Labor have been
duly submitted.

            (c) To the knowledge of the Parent,  there are no Legal  Proceedings
(except  claims for  benefits  payable in the normal  operation  of the Employee
Benefit  Plans and  proceedings  with  respect to qualified  domestic  relations
orders)  against or involving any Employee  Benefit Plan or asserting any rights
or claims to benefits  under any  Employee  Benefit Plan that could give rise to
any material liability.

            (d) All the Employee Benefit Plans that are intended to be qualified
under Section  401(a) of the Code have received  determination  letters from the
Internal  Revenue  Service to the effect that such  Employee  Benefit  Plans are
qualified and the plans and the trusts  related  thereto are exempt from federal
income taxes under  Sections  401(a) and 501(a),  respectively,  of the Code, no
such  determination  letter  has  been  revoked  and  revocation  has  not  been
threatened, and no such Employee Benefit Plan has been amended since the date of
its most recent determination letter or application therefor in any respect, and
no act or omission has occurred,  that would adversely affect its  qualification
or materially increase its cost. Each Employee Benefit Plan which is required to
satisfy Section  401(k)(3) or Section  401(m)(2) of the Code has been tested for
compliance  with,  and  satisfies the  requirements  of,  Section  401(k)(3) and
Section  401(m)(2)  of the Code for each plan year  ending  prior to the Closing
Date.


                                      -28-
<PAGE>

            (e) Neither the Parent, any Subsidiary,  nor any ERISA Affiliate has
ever  maintained an Employee  Benefit Plan subject to Section 412 of the Code or
Title IV of ERISA.

            (f) At no time has the Parent, any Subsidiary or any ERISA Affiliate
been obligated to contribute to any "multiemployer  plan" (as defined in Section
4001(a)(3) of ERISA).

            (g) There are no unfunded  obligations  under any  Employee  Benefit
Plan providing  benefits after  termination of employment to any employee of the
Parent or any Subsidiary (or to any beneficiary of any such employee), including
but not  limited to retiree  health  coverage  and  deferred  compensation,  but
excluding continuation of health coverage required to be continued under Section
4980B of the Code or other  applicable law and insurance  conversion  privileges
under state law.  The assets of each  Employee  Benefit Plan which is funded are
reported  at their fair market  value on the books and records of such  Employee
Benefit Plan.

            (h) No act or omission has  occurred  and no  condition  exists with
respect to any Employee Benefit Plan maintained by the Parent, any Subsidiary or
any ERISA  Affiliate that would subject the Parent,  any Subsidiary or any ERISA
Affiliate  to (i) any  material  fine,  penalty,  tax or  liability  of any kind
imposed  under  ERISA  or the Code or (ii) any  contractual  indemnification  or
contribution  obligation  protecting any fiduciary,  insurer or service provider
with respect to any Employee Benefit Plan.

            (i) No  Employee  Benefit  Plan is  funded  by,  associated  with or
related to a "voluntary employee's  beneficiary  association" within the meaning
of Section 501(c)(9) of the Code.

            (j)  Each  Employee   Benefit  Plan  is  amendable  and   terminable
unilaterally  by the  Parent at any time  without  liability  to the Parent as a
result thereof and no Employee  Benefit Plan, plan  documentation  or agreement,
summary plan description or other written communication distributed generally to
employees by its terms  prohibits  the Parent from amending or  terminating  any
such Employee Benefit Plan.

            (k)  Section  3.22(k) of the Parent  Disclosure  Schedule  discloses
each: (i) agreement with any stockholder,  director,  executive officer or other
key  employee  of the Parent or any  Subsidiary  (A) the  benefits  of which are
contingent, or the terms of which are materially altered, upon the occurrence of
a transaction involving the Parent or any Subsidiary of the nature of any of the
transactions   contemplated  by  this  Agreement,  (B)  providing  any  term  of
employment  or  compensation  guarantee or (C) providing  severance  benefits or
other benefits after the  termination of employment of such director,  executive
officer or key employee;  (ii)  agreement,  plan or arrangement  under which any
person  may  receive  payments  from the  Parent or any  Subsidiary  that may be
subject  to the tax  imposed  by  Section  4999 of the Code or  included  in the
determination  of such person's  "parachute  payment"  under Section 280G of the
Code;  and  (iii)  agreement  or plan  binding  the  Parent  or any  Subsidiary,
including  without  limitation any stock option plan, stock  appreciation  right
plan,  restricted  stock plan,  stock purchase plan,  severance  benefit plan or
Employee  Benefit Plan,  any of the benefits of which will be increased,  or the
vesting of the benefits of which will be  accelerated,  by the occurrence of any
of the  transactions  contemplated  by this Agreement or the value of any of the
benefits  of which will be  calculated  on the basis of any of the  transactions
contemplated  by  this  Agreement.  The  accruals  for  vacation,  sickness  and
disability  expenses are accounted for on the Most Recent  Balance Sheet and are
adequate and properly  reflect the expenses  associated  therewith in accordance
with generally accepted accounting principles.


                                      -29-
<PAGE>

      3.23 Environmental Matters.

            (a) Each of the Parent and the  Subsidiaries  has complied  with all
applicable Environmental Laws, except for violations of Environmental Laws that,
individually  or in the  aggregate,  have not had and  would not  reasonably  be
expected to have a Parent Material  Adverse  Effect.  There is no pending or, to
the knowledge of the Parent,  threatened civil or criminal  litigation,  written
notice of violation, formal administrative proceeding, or investigation, inquiry
or information request by any Governmental Entity, relating to any Environmental
Law involving the Parent or any Subsidiary,  except for  litigation,  notices of
violations,  formal administrative  proceedings or investigations,  inquiries or
information  requests that,  individually or in the aggregate,  have not had and
would not reasonably be expected to have a Parent Material Adverse Effect.

            (b) Set forth in Section 3.23(b) of the Parent  Disclosure  Schedule
is a list of all  documents  (whether  in hard  copy or  electronic  form)  that
contain  any  environmental  reports,  investigations  and  audits  relating  to
premises currently or previously owned or operated by the Parent or a Subsidiary
(whether  conducted  by or on behalf of the  Parent or a  Subsidiary  or a third
party,  and whether  done at the  initiative  of the Parent or a  Subsidiary  or
directed by a  Governmental  Entity or other third  party)  which were issued or
conducted  during the past five years and which the Parent has  possession of or
access to. A complete and accurate  copy of each such document has been provided
to the Parent.

            (c) The Parent is not aware of any material environmental  liability
of any solid or hazardous  waste  transporter or treatment,  storage or disposal
facility that has been used by the Parent or any Subsidiary.

      3.24 Permits.  Section 3.24 of the Parent Disclosure Schedule sets forth a
list of all permits, licenses, registrations,  certificates, orders or approvals
from any  Governmental  Entity  (including  without  limitation  those issued or
required under  Environmental Laws and those relating to the occupancy or use of
owned or  leased  real  property)  ("Parent  Permits")  issued to or held by the
Parent or any  Subsidiary.  Such listed Permits are the only Parent Permits that
are required for the Parent and the  Subsidiaries  to conduct  their  respective
businesses  as  presently  conducted  except  for  those the  absence  of which,
individually  or in the  aggregate,  have not had and  would not  reasonably  be
expected to have a Parent Material Adverse Effect. Each such Parent Permit is in
full force and effect and, to the  knowledge  of the Parent,  no  suspension  or
cancellation  of such  Parent  Permit  is  threatened  and there is no basis for
believing  that such Parent Permit will not be renewable upon  expiration.  Each
such Parent Permit will continue in full force and effect immediately  following
the Closing.


                                      -30-
<PAGE>

      3.25 Certain Business  Relationships With Affiliates.  No Affiliate of the
Parent  or of any  Subsidiary  (a) owns  any  property  or  right,  tangible  or
intangible,  which is used in the business of the Parent or any Subsidiary,  (b)
has any claim or cause of action  against the Parent or any  Subsidiary,  or (c)
owes any  money  to, or is owed any  money  by,  the  Parent or any  Subsidiary.
Section  3.25 of the  Parent  Disclosure  Schedule  describes  any  transactions
involving  the receipt or payment in excess of $5,000 in any fiscal year between
the Parent or a Subsidiary  and any  Affiliate  thereof  which have  occurred or
existed since the beginning of the time period  covered by the Parent  Financial
Statements, other than employment agreements.

      3.26 Tax-Free Reorganization.

            (a) The  Parent  (i) is not an  "investment  company"  as defined in
Section  368(a)(2)(F)(iii)  and (iv) of the Code;  (ii) has no  present  plan or
intention to  liquidate  the  Surviving  Corporation  or to merge the  Surviving
Corporation  with  or  into  any  other  corporation  or  entity,  or to sell or
otherwise  dispose of the stock of the Surviving  Corporation  which Parent will
acquire  in the  Merger,  or to  cause  the  Surviving  Corporation  to  sell or
otherwise  dispose of its assets,  all except in the ordinary course of business
or if such liquidation, merger, disposition is described in Section 368(a)(2)(C)
or Treasury Regulation Section 1.368-2(d)(4) or Section 1368-2(k);  (iii) has no
present plan or intention,  following the Merger, to issue any additional shares
of stock of the Surviving Corporation or to create any new class of stock of the
Surviving Corporation.

            (b) The Acquisition  Subsidiary is a wholly-owned  subsidiary of the
Parent,  formed solely for the purpose of engaging in the Merger, and will carry
on no business prior to the Merger.

            (c) Immediately  prior to the Merger,  the Parent will be in control
of Acquisition Subsidiary within the meaning of Section 368(c) of the Code.

            (d) Immediately following the Merger, the Surviving Corporation will
hold at least 90% of the fair market value of the net assets and at least 70% of
the fair market value of the gross assets held by the Company  immediately prior
to the Merger (for purposes of this representation,  amounts used by the Company
to pay  reorganization  expenses,  if any,  will be  included  as  assets of the
Company held immediately prior to the Merger).

            (e) The Parent has no present plan or intention to reacquire  any of
the Merger Shares.


                                      -31-
<PAGE>

            (f) The Acquisition  Subsidiary will have no liabilities  assumed by
the Surviving Corporation and will not transfer to the Surviving Corporation any
assets  subject to  liabilities  in the Merger.  (g) Following  the Merger,  the
Surviving  Corporation  will continue the Company's  historic  business or use a
significant  portion of the Company's  historic business assets in a business as
required by Section  368 of the Code and the  Treasury  Regulations  promulgated
thereunder.

      3.27 Brokers' Fees. Neither the Parent nor the Acquisition  Subsidiary has
any liability or obligation to pay any fees or commissions to any broker, finder
or agent with respect to the transactions contemplated by this Agreement.

      3.28 Disclosure.  No representation or warranty by the Parent contained in
this  Agreement  or in any of the  Transaction  Documentation,  and no statement
contained in the any document,  certificate or other instrument  delivered or to
be  delivered  by or on behalf  of the  Parent  pursuant  to this  Agreement  or
therein,  contains or will contain any untrue  statement  of a material  fact or
omits  or will  omit to  state  any  material  fact  necessary,  in light of the
circumstances  under  which  it was or will  be  made,  in  order  to  make  the
statements  herein or therein not  misleading.  The Parent has  disclosed to the
Company all material  information  relating to the business of the Parent or any
Subsidiary or the transactions contemplated by this Agreement.

      3.29 Interested  Party  Transactions.  To the knowledge of the Parent,  no
officer,  director or stockholder of Parent or any  "affiliate" (as such term is
defined in Rule 12b-2 under the Exchange  Act) or  "associate"  (as such term is
defined in Rule 405 under the Securities Act) of any such person has had, either
directly or  indirectly,  (a) an interest  in any person that (i)  furnishes  or
sells  services or products  that are  furnished  or sold or are  proposed to be
furnished or sold by Parent or any Subsidiary or (ii) purchases from or sells or
furnishes to Parent or any Subsidiary any goods or services, or (b) a beneficial
interest in any contract or agreement  to which  Parent or any  Subsidiary  is a
party or by which it may be bound or affected.  Neither Parent or any Subsidiary
has extended or  maintained  credit,  arranged for the  extension of credit,  or
renewed an  extension  of credit,  in the form of a personal  loan to or for any
director  or  executive  officer  (or  equivalent  thereof) of the Parent or any
Subsidiary.

      3.30 Duty to Make Inquiry.  To the extent that any of the  representations
or warranties in this Section 3 are qualified by "knowledge" or "belief," Parent
represents  and  warrants  that it has  made  due  and  reasonable  inquiry  and
investigation   concerning  the  matters  to  which  such   representations  and
warranties  relate,  including,  but not  limited  to,  diligent  inquiry by its
directors, officers and key personnel.

      3.31 Accountants. Braverman International, P.C. is and has been throughout
the  periods  covered  by such  financial  statements  (a) a  registered  public
accounting  firm (as defined in Section  2(a)(12) of the  Sarbanes-Oxley  Act of
2002, (b) "independent"  with respect to Parent within the meaning of Regulation
S-X and (c) in compliance with subsections (g) through (l) of Section 10A of the
Exchange  Act and the related  rules of the  Commission  and the Public  Company
Accounting Oversight Board. Schedule 3.31 lists all non-audit services performed
by Braverman  International,  P.C.  for Parent  and/or any of  Subsidiary  since
January 1, 2001.  None of the reports of  Braverman  International,  P.C. on the
financial statements of Parent for either of the past two fiscal years contained
an  adverse  opinion  or a  disclaimer  of  opinion,  or  was  qualified  as  to
uncertainty,  audit scope,  or accounting  principles.  During Parent's two most
recent  fiscal  years  and  the  subsequent  interim  periods,   there  were  no
disagreements  with  Braverman  International,  P.C. on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedures.  None of the  reportable  events  listed  in Item  304(a)(1)(iv)  of
Regulation S-B occurred with respect to Braverman International, P.C.


                                      -32-
<PAGE>

      3.32 Minute Books. The minute books, if any, of Parent and each Subsidiary
contain,  in all  material  respects,  a complete  and  accurate  summary of all
meetings of directors and stockholders or actions by written  resolutions  since
the time of  organization  of each  such  corporation  through  the date of this
Agreement,  and  reflect  all  transactions  referred  to in  such  minutes  and
resolutions accurately,  except for omissions which are not material. Parent has
provided  true and  complete  copies of all such  minute  books,  if any, to the
Company's representatives.

      3.33 Board Action.  The Parent's  Board of Directors  (a) has  unanimously
determined  that  the  Merger  is  advisable  and in the best  interests  of the
Parent's  stockholders and is on terms that are fair to such Parent stockholders
and (b) has caused the Parent,  in its capacity as the sole  shareholder  of the
Acquisition   Subsidiary,   and  the  Board  of  Directors  of  the  Acquisition
Subsidiary, to approve the Merger and this Agreement by written consent.

                                   ARTICLE IV
                                    COVENANTS

      4.1 Closing  Efforts.  Each of the Parties shall use its best efforts,  to
the extent  commercially  reasonable  ("Reasonable  Best Efforts"),  to take all
actions and to do all things  necessary,  proper or advisable to consummate  the
transactions contemplated by this Agreement,  including without limitation using
its  Reasonable  Best  Efforts  to  ensure  that  (i)  its  representations  and
warranties  remain true and correct in all material respects through the Closing
Date and  (ii)  the  conditions  to the  obligations  of the  other  Parties  to
consummate the Merger are satisfied.

      4.2 Governmental and Third-Party Notices and Consents.

            (a) Each Party shall use its Reasonable  Best Efforts to obtain,  at
its expense, all waivers, permits,  consents,  approvals or other authorizations
from Governmental Entities, and to effect all registrations, filings and notices
with  or to  Governmental  Entities,  as may  be  required  for  such  Party  to
consummate  the  transactions  contemplated  by this  Agreement and to otherwise
comply  with  all  applicable  laws  and  regulations  in  connection  with  the
consummation of the transactions contemplated by this Agreement.


                                      -33-
<PAGE>

            (b) The Company shall use its Reasonable Best Efforts to obtain,  at
its expense, all such waivers,  consents or approvals from third parties, and to
give all such notices to third parties,  as are required to be listed in Section
2.4 of the Disclosure Schedule.

      4.3 Current Report.

            (a) As soon as  reasonably  practicable  after the execution of this
Agreement,  the Parties shall  prepare a current  report on Form 8-K relating to
this Agreement and the transactions  contemplated hereby (the "Current Report").
Each of the Company  and Parent  shall use its  reasonable  efforts to cause the
Current  Report  to be  filed  with the SEC  within  four  business  days of the
execution of this  Agreement and to otherwise  comply with all  requirements  of
applicable federal and state securities laws. Further, the Parties shall prepare
and file with the SEC an amendment to the Current  Report  within four  business
days after the Closing Date.

      4.4  Operation  of Business.  Except as  contemplated  by this  Agreement,
during the period from the date of this  Agreement to the  Effective  Time,  the
Company shall (and shall cause each Subsidiary to) conduct its operations in the
Ordinary  Course of Business  and in  compliance  with all  applicable  laws and
regulations  and, to the extent  consistent  therewith,  use its Reasonable Best
Efforts to preserve intact its current business organization,  keep its physical
assets in good working  condition,  keep  available  the services of its current
officers and employees and preserve its relationships with customers,  suppliers
and others  having  business  dealings  with it to the end that its goodwill and
ongoing business shall not be impaired in any material respect. Without limiting
the generality of the foregoing,  prior to the Effective Time, the Company shall
not (and shall cause each Subsidiary not to), without the written consent of the
Parent:

            (a)  issue or sell,  or  redeem  or  repurchase,  any stock or other
securities of the Company or any rights, warrants or options to acquire any such
stock or other  securities  (except  pursuant to the  conversion  or exercise of
convertible  securities or Options or Warrants  outstanding on the date hereof),
or amend any of the terms of (including  without  limitation the vesting of) any
such convertible securities or Options or Warrants;

            (b) split,  combine or reclassify  any shares of its capital  stock;
declare,  set aside or pay any dividend or other distribution  (whether in cash,
stock or property or any combination thereof) in respect of its capital stock;

            (c) create, incur or assume any indebtedness  (including obligations
in respect of capital leases);  assume,  guarantee,  endorse or otherwise become
liable or  responsible  (whether  directly,  contingently  or otherwise) for the
obligations  of any other  person or  entity;  or make any  loans,  advances  or
capital contributions to, or investments in, any other person or entity;

            (d) enter  into,  adopt or amend any  Employee  Benefit  Plan or any
employment or severance agreement or arrangement or (except for normal increases
in the  Ordinary  Course  of  Business  for  employees  who are not  Affiliates)
increase in any manner the  compensation  or fringe  benefits of, or  materially
modify the employment terms of, its directors, officers or employees,  generally
or individually, or pay any bonus or other benefit to its directors, officers or
employees;


                                      -34-
<PAGE>

            (e)  acquire,  sell,  lease,  license  or  dispose  of any assets or
property  (including  without limitation any shares or other equity interests in
or securities of any Subsidiary or any corporation,  partnership, association or
other business organization or division thereof), other than purchases and sales
of assets in the Ordinary Course of Business;

            (f)  mortgage or pledge any of its property or assets or subject any
such property or assets to any Security Interest;

            (g) discharge or satisfy any Security Interest or pay any obligation
or liability other than in the Ordinary Course of Business;

            (h) amend its charter, by-laws or other organizational documents;

            (i)  change  in  any  material   respect  its  accounting   methods,
principles  or  practices,  except  insofar as may be  required  by a  generally
applicable change in GAAP;

            (j) enter into,  amend,  terminate,  take or omit to take any action
that would  constitute  a  violation  of or default  under,  or waive any rights
under, any material contract or agreement;

            (k) institute or settle any Legal Proceeding;

            (l) take any  action or fail to take any  action  permitted  by this
Agreement  with the  knowledge  that such action or failure to take action would
result in (i) any of the representations and warranties of the Company set forth
in this  Agreement  becoming  untrue or (ii) any of the conditions to the Merger
set forth in Article V not being satisfied; or

            (m)  agree in  writing  or  otherwise  to take any of the  foregoing
actions.

      4.5 Access to Information.

            (a) The Company  shall (and shall cause each  Subsidiary  to) permit
representatives  of the Parent to have full access (at all reasonable times, and
in a manner so as not to interfere  with the normal  business  operations of the
Company  and  the  Subsidiaries)  to all  premises,  properties,  financial  and
accounting records, contracts, other records and documents, and personnel, of or
pertaining to the Company and each Subsidiary.

            (b) Each of the  Parent  and the  Acquisition  Subsidiary  (i) shall
treat and hold as confidential any Company Confidential  Information (as defined
below), (ii) shall not use any of the Company Confidential Information except in
connection  with this  Agreement,  and (iii) if this Agreement is terminated for
any reason whatsoever, shall return to the Company all tangible embodiments (and
all copies) thereof which are in its possession. For purposes of this Agreement,
"Company  Confidential   Information"  means  any  confidential  or  proprietary
information of the Company or any Subsidiary that is furnished in writing to the
Parent  or the  Acquisition  Subsidiary  by the  Company  or any  Subsidiary  in
connection  with this  Agreement  and is labeled  confidential  or  proprietary;
provided,  however,  that it shall not include any information (A) which, at the
time of disclosure, is available publicly, (B) which, after disclosure,  becomes
available publicly through no fault of the Parent or the Acquisition Subsidiary,
(C) which the Parent or the  Acquisition  Subsidiary knew or to which the Parent
or the  Acquisition  Subsidiary  had access prior to  disclosure,  (D) which the
Parent or the Acquisition Subsidiary rightfully obtains from a source other than
the Company or a Subsidiary or (E) which either party is required to disclose as
a matter of law.


                                      -35-
<PAGE>

      4.6  Operation  of Business.  Except as  contemplated  by this  Agreement,
during the period from the date of this  Agreement to the  Effective  Time,  the
Parent shall (and shall cause each  Subsidiary to) conduct its operations in the
Ordinary  Course of Business  and in  compliance  with all  applicable  laws and
regulations  and, to the extent  consistent  therewith,  use its Reasonable Best
Efforts to preserve intact its current business organization,  keep its physical
assets in good working  condition,  keep  available  the services of its current
officers and employees and preserve its relationships with customers,  suppliers
and others  having  business  dealings  with it to the end that its goodwill and
ongoing business shall not be impaired in any material respect. Without limiting
the generality of the foregoing,  prior to the Effective  Time, the Parent shall
not (and shall cause each Subsidiary not to), without the written consent of the
Company:

            (a)  issue or sell,  or  redeem  or  repurchase,  any stock or other
securities or any rights, warrants or options to acquire any such stock or other
securities  (except  pursuant  to the  conversion  or  exercise  of  convertible
securities or Options or Warrants  outstanding on the date hereof), or amend any
of the  terms  of  (including  without  limitation  the  vesting  of)  any  such
convertible securities or Options or Warrants, except as contemplated by, and in
connection with, the Bridge Loan Documents;

            (b) split,  combine or reclassify  any shares of its capital  stock;
declare,  set aside or pay any dividend or other distribution  (whether in cash,
stock or property or any  combination  thereof) in respect of its capital stock,
excluding  any split to reduce the  Parent's  issued and  outstanding  shares of
Common Stock to 1,000,000;

            (c) create, incur or assume any indebtedness  (including obligations
in respect of capital leases);  assume,  guarantee,  endorse or otherwise become
liable or  responsible  (whether  directly,  contingently  or otherwise) for the
obligations  of any other  person or  entity;  or make any  loans,  advances  or
capital contributions to, or investments in, any other person or entity;

            (d) enter  into,  adopt or amend any  Employee  Benefit  Plan or any
employment or severance agreement or arrangement or (except for normal increases
in the  Ordinary  Course  of  Business  for  employees  who are not  Affiliates)
increase in any manner the  compensation  or fringe  benefits of, or  materially
modify the employment terms of, its directors, officers or employees,  generally
or individually, or pay any bonus or other benefit to its directors, officers or
employees;


                                      -36-
<PAGE>

            (e)  acquire,  sell,  lease,  license  or  dispose  of any assets or
property  (including  without limitation any shares or other equity interests in
or securities of any Subsidiary or any corporation,  partnership, association or
other business organization or division thereof), other than purchases and sales
of assets in the Ordinary Course of Business;

            (f)  mortgage or pledge any of its property or assets or subject any
such property or assets to any Security Interest;

            (g) discharge or satisfy any Security Interest or pay any obligation
or liability other than in the Ordinary Course of Business;

            (h) amend its charter, by-laws or other organizational documents;

            (i)  change  in  any  material   respect  its  accounting   methods,
principles  or  practices,  except  insofar as may be  required  by a  generally
applicable change in GAAP;

            (j) enter into,  amend,  terminate,  take or omit to take any action
that would  constitute  a  violation  of or default  under,  or waive any rights
under, any material contract or agreement;

            (k) institute or settle any Legal Proceeding;

            (l) take any  action or fail to take any  action  permitted  by this
Agreement  with the  knowledge  that such action or failure to take action would
result in (i) any of the representations and warranties of the Parent and/or the
Acquisition  Subsidiary set forth in this Agreement  becoming untrue or (ii) any
of the conditions to the Merger set forth in Article V not being satisfied; or

            (m)  agree in  writing  or  otherwise  to take any of the  foregoing
actions.

      4.7 Access to Information.

            (a) The Parent  shall (and shall  cause each  Subsidiary  to) permit
representatives of the Company to have full access (at all reasonable times, and
in a manner so as not to interfere  with the normal  business  operations of the
Parent  and  the  Subsidiaries)  to  all  premises,  properties,  financial  and
accounting records, contracts, other records and documents, and personnel, of or
pertaining to the Parent and each Subsidiary.

            (b) The Company (i) shall treat and hold as confidential  any Parent
Confidential  Information  (as  defined  below),  (ii)  shall not use any of the
Parent  Confidential  Information except in connection with this Agreement,  and
(iii) if this Agreement is terminated for any reason whatsoever, shall return to
the Parent all tangible  embodiments  (and all copies)  thereof which are in its
possession.  For purposes of this Agreement,  "Parent Confidential  Information"
means  any  confidential  or  proprietary  information  of  the  Parent  or  any
Subsidiary  that is  furnished  in writing  to the  Company by the Parent or the
Acquisition  Subsidiary  in  connection  with  this  Agreement  and  is  labeled
confidential or proprietary;  provided,  however,  that it shall not include any
information (A) which,  at the time of disclosure,  is available  publicly,  (B)
which,  after  disclosure,  becomes  available  publicly through no fault of the
Company,  (C) which the Company knew or to which the Company had access prior to
disclosure or (D) which the Company  rightfully obtains from a source other than
the Parent or the  Acquisition  Subsidiary or (E) which either party is required
to disclose as a matter of law.


                                      -37-
<PAGE>

      4.8 Expenses. The costs and expenses (including legal fees and expenses of
Parent and the  Company)  incurred in  connection  with this  Agreement  and the
transactions  contemplated  hereby shall be payable at Closing from the proceeds
of a bridge loan  financing of an aggregate  of  $15,000,000  to the Parent from
Highgate House Funds, Ltd. and Prentice Capital Management, LP (the "OXFV Bridge
Loan").

      4.9 Indemnification.

            (a) The Parent  shall  not,  for a period of three  years  after the
Effective  Time,  take  any  action  to  alter  or  impair  any  exculpatory  or
indemnification  provisions now existing in the Certificate of  Incorporation or
Bylaws of the Company for the benefit of any individual who served as a director
or officer of the Company at any time prior to the  Effective  Time,  except for
any changes which may be required to conform with changes in applicable  law and
any changes which do not affect the  application  of such  provisions to acts or
omissions of such individuals prior to the Effective Time.

            (b) From and after the  Effective  Time,  the Parent  agrees that it
will, and will cause the Surviving  Corporation to,  indemnify and hold harmless
each present and former  director  and officer of the Company (the  "Indemnified
Executives")  against  any  costs  or  expenses  (including   attorneys'  fees),
judgments,  fines,  losses,  claims,  damages,  liabilities  or amounts  paid in
settlement incurred in connection with any claim,  action,  suit,  proceeding or
investigation, whether civil, criminal, administrative or investigative, arising
out of or  pertaining  to  matters  existing  or  occurring  at or  prior to the
Effective Time,  whether asserted or claimed prior to, at or after the Effective
Time,  to the fullest  extent  permitted  under the DGCL and Nevada law (and the
Parent and the Surviving  Corporation shall also advance expenses as incurred to
the fullest extent permitted under DGCL and Nevada law, provided the Indemnified
Executive to whom expenses are advanced  provides an  undertaking  to repay such
advances if it is ultimately  determined that such Indemnified  Executive is not
entitled to indemnification).

      4.10 Listing of Merger  Shares.  The Parent shall take whatever  steps are
necessary to cause the Merger  Shares to be eligible for quotation on the NASD's
OTC Bulletin Board.

      4.11 Name Change. As soon as practicable following the Effective Time, the
Parent  shall  take  whatever  steps are  necessary  to enable it to change  its
corporate name to Uluru, Inc. or such other name as the Company shall determine.


                                      -38-
<PAGE>

      4.12 Breakup.  In  recognition of the time energy and effort of the Parent
in negotiating,  drafting and working  towards a Closing,  the Company agrees to
pay a breakup  fee to the Parent if the  Closing  does not occur by the  Closing
Date. The breakup fee shall consist of $1.44 million and is payable upon demand.

                                   ARTICLE V
                      CONDITIONS TO CONSUMMATION OF MERGER

      5.1 Conditions to Each Party's Obligations.  The respective obligations of
each  Party to  consummate  the Merger are  subject to the  satisfaction  of the
following conditions:

            (a) this  Agreement and the Merger shall have received the Requisite
Company Shareholder Approval;

            (b) the  completion  of up to  $13,000,000  in  financing  under the
Bridge Loan;

            (c) the completion of up to $10,700,000 in financing  under the OXFV
Bridge Loan;

            (d) the completion of the sale of certain  pharmaceutical assets, as
set forth in Exhibit D, to the Company from Access Pharmaceuticals, Inc.; and

            (e)  satisfactory  completion by Parent and Company of all necessary
legal due diligence.

      5.2  Conditions  to   Obligations  of  the  Parent  and  the   Acquisition
Subsidiary.  The obligation of each of the Parent and the Acquisition Subsidiary
to  consummate  the  Merger is  subject  to the  satisfaction  (or waiver by the
Parent) of the following  additional  conditions,  except for any the failure of
which to obtain or effect would not have a Company  Material  Adverse  Effect or
affect on the ability of the Parties to consummate the transactions contemplated
by this Agreement:

            (a) the  number of  Dissenting  Shares  shall not  exceed 10% of the
number of outstanding Company Shares as of the Effective Time;

            (b) the Company and the Subsidiaries  shall have obtained (and shall
have  provided  copies  thereof  to the  Parent)  all of the  waivers,  permits,
consents,   approvals  or  other   authorizations,   and  effected  all  of  the
registrations,  filings  and  notices,  referred  to in  Section  4.2  which are
required on the part of the Company or the Subsidiaries;


                                      -39-
<PAGE>

            (c) the  representations  and warranties of the Company set forth in
this  Agreement  shall be true and correct as of the date of this  Agreement and
shall be true and  correct  as of the  Effective  Time as though  made as of the
Effective  Time,   except  to  the  extent  that  the  inaccuracy  of  any  such
representation  or warranty is the result of events or  circumstances  occurring
subsequent to the date of this Agreement and any such inaccuracies, individually
or in the  aggregate,  would not have a  Company  Material  Adverse  Effect or a
material  adverse  effect  on the  ability  of the  Parties  to  consummate  the
transactions   contemplated   by  this  Agreement  (it  being  agreed  that  any
materiality qualifications in particular representations and warranties shall be
disregarded in determining  whether any such  inaccuracies  would have a Company
Material Adverse Effect for purposes of this Section 5.2(c));

            (d) the Company  shall have  performed  or complied in all  material
respects with its agreements and covenants  required to be performed or complied
with under this Agreement as of or prior to the Effective Time;

            (e) no Legal  Proceeding  shall be pending  wherein  an  unfavorable
judgment,   order,   decree,   stipulation  or  injunction   would  (i)  prevent
consummation of any of the  transactions  contemplated  by this Agreement,  (ii)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following  consummation  or (iii)  have,  individually  or in the  aggregate,  a
Company  Material  Adverse  Effect,  and  no  such  judgment,   order,   decree,
stipulation or injunction shall be in effect;

            (f)  the  Company  shall  have  delivered  to  the  Parent  and  the
Acquisition  Subsidiary a certificate (the "Company  Certificate") to the effect
that each of the conditions  specified in clauses (a) and (c) of Section 5.1 and
clauses  (a) through  (e)  (insofar  as clause (e) relates to Legal  Proceedings
involving the Company or a  Subsidiary)  of this Section 5.2 is satisfied in all
respects; and

            (g) the Parent shall have received from McGuireWoods LLP, counsel to
the  Company,  an opinion  with  respect to the  matters  set forth in Exhibit B
attached hereto, addressed to the Parent and dated as of the Closing Date.

      5.3  Conditions  to  Obligations  of the Company.  The  obligation  of the
Company to consummate the Merger is subject to the satisfaction of the following
additional  conditions,  except for any the failure of which to obtain or effect
would not have a Parent Material  Adverse Effect or affect on the ability of the
Parties to consummate the transactions contemplated by this Agreement:

            (a) the Parent shall have effected all of the registrations, filings
and notices  referred  to in Section  4.2 which are  required on the part of the
Parent;

            (b) the  representations  and  warranties of the Parent set forth in
this  Agreement  shall be true and correct as of the date of this  Agreement and
shall be true and  correct  as of the  Effective  Time as though  made as of the
Effective  Time,   except  to  the  extent  that  the  inaccuracy  of  any  such
representation  or warranty is the result of events or  circumstances  occurring
subsequent to the date of this Agreement and any such inaccuracies, individually
or in the  aggregate,  would  not have a Parent  Material  Adverse  Effect  or a
material  adverse  effect  on the  ability  of the  Parties  to  consummate  the
transactions   contemplated   by  this  Agreement  (it  being  agreed  that  any
materiality qualifications in particular representations and warranties shall be
disregarded in  determining  whether any such  inaccuracies  would have a Parent
Material Adverse Effect for purposes of this Section 5.3(b));


                                      -40-
<PAGE>

            (c) each of the Parent  and the  Acquisition  Subsidiary  shall have
performed or complied with its agreements and covenants required to be performed
or complied with under this Agreement as of or prior to the Effective Time;

            (d) no Legal  Proceeding  shall be pending  wherein  an  unfavorable
judgment,   order,   decree,   stipulation  or  injunction   would  (i)  prevent
consummation of any of the  transactions  contemplated  by this Agreement,  (ii)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following consummation or (iii) have, individually or in the aggregate, a Parent
Material Adverse Effect,  and no such judgment,  order,  decree,  stipulation or
injunction shall be in effect;

            (e) the Parent  shall have  delivered  to the Company a  certificate
(the "Parent  Certificate") to the effect that each of the conditions  specified
in clauses (a) through (d)  (insofar as clause (d) relates to Legal  Proceedings
involving the Parent) of this Section 5.3 is satisfied in all respects;

            (f) the Company shall have received from Gottbetter & Partners, LLP,
counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to
the matters set forth in Exhibit C attached hereto, addressed to the Company and
dated as of the Closing Date;

            (g) the Parent shall have declared and enacted a split of its shares
of Common  Stock  such that the total  number of shares of Parent  Common  Stock
issued and  outstanding  immediately  prior to the  Effective  Time shall  equal
1,000,000 and the number of shares of Parent Common Stock issued and outstanding
immediately following the Effective Time shall equal 12,000,000

            (h)  Kerry P. Gray  shall  have  executed  an  employment  agreement
reasonably satisfactory to Kerry P. Gray; and

            (i) the  Company  shall have  received  a  certificate  of  Parent's
transfer  agent and registrar  certifying  that as of the Closing Date there are
1,000,000 shares of Common Stock issued and outstanding.

                                   ARTICLE VI
                                 INDEMNIFICATION

      6.1  Indemnification  by  the  Company   Shareholders.   The  Indemnifying
Shareholders receiving the Merger Shares pursuant to Section 1.5 shall indemnify
the  Parent in  respect  of, and hold it  harmless  against,  any and all debts,
obligations and other liabilities (whether absolute, accrued,  contingent, fixed
or  otherwise,  or  whether  known  or  unknown,  or  due  or to  become  due or
otherwise),  monetary damages,  fines, fees,  penalties,  interest  obligations,
deficiencies,  losses and expenses (including without limitation amounts paid in
settlement, interest, court costs, costs of investigators,  fees and expenses of
attorneys, accountants, financial advisors and other experts, and other expenses
of litigation)  ("Damages") incurred or suffered by the Surviving Corporation or
the Parent or any Affiliate thereof resulting from, relating to or constituting:


                                      -41-
<PAGE>

            (a) any misrepresentation,  breach of warranty or failure to perform
any  covenant or agreement  of the Company  contained  in this  Agreement or the
Company Certificate;

            (b) any failure of any Company  Shareholder to have good,  valid and
marketable title to the issued and outstanding Company Shares issued in the name
of such Company Shareholder, free and clear of all Security Interests; or

            (c) any claim by a shareholder or former shareholder of the Company,
or any other person or entity,  seeking to assert,  or based upon: (i) ownership
or rights to ownership of any shares of stock of the Company; (ii) any rights of
a  shareholder  (other than the right to receive the Merger  Shares  pursuant to
this Agreement or appraisal rights under the applicable provisions of the DGCL),
including any option,  preemptive  rights or rights to notice or to vote;  (iii)
any rights under the Certificate of Incorporation  or Bylaws of the Company;  or
(iv) any claim that his, her or its shares were  wrongfully  repurchased  by the
Company.

      6.2 Indemnification by the Parent.

            (a) The Parent shall  indemnify  the  Indemnifying  Shareholders  in
respect of, and hold them  harmless  against,  any and all  Damages  incurred or
suffered  by  the  Indemnifying  Shareholders  resulting  from,  relating  to or
constituting any misrepresentation, breach of warranty or failure to perform any
covenant or agreement of the Parent or the Acquisition  Subsidiary  contained in
this Agreement or the Parent Certificate.

            (b) The post-Closing  adjustment mechanism set forth in Section 1.13
is intended to secure the  indemnification  obligations of the Parent under this
Agreement and shall be the exclusive means for the Indemnifying  Shareholders to
collect any Damages for which they are  entitled to  indemnification  under this
Article VI.

      6.3 Indemnification Claims by the Parent.

            (a) In the event the Parent is entitled,  or seeks to assert rights,
to indemnification  under Section 6.1, Parent shall give written notification to
the  Indemnifying  Shareholders  of the  commencement  of any suit or proceeding
relating  to a third  party  claim for which  indemnification  pursuant  to this
Article VI may be sought.  Such  notification  shall be given within 20 business
days after receipt by the Parent of notice of such suit or proceeding, and shall
describe  in  reasonable  detail (to the extent  known by the  Parent) the facts
constituting the basis for such suit or proceeding and the amount of the claimed
damages; provided, however, that no delay on the part of the Parent in notifying
the Indemnifying Shareholders shall relieve the Indemnifying Shareholders of any


                                      -42-
<PAGE>

liability  or  obligation  hereunder  except  to the  extent  of any  damage  or
liability  caused  by or  arising  out of such  failure.  Within  20 days  after
delivery of such notification,  the Indemnifying  Shareholders may, upon written
notice  thereof to the  Parent,  assume  control of the  defense of such suit or
proceeding with counsel reasonably satisfactory to the Parent; provided that (i)
the Indemnifying  Shareholders may only assume control of such defense if (A) it
acknowledges  in writing to the Parent that any damages,  fines,  costs or other
liabilities that may be assessed against the Parent in connection with such suit
or  proceeding  constitute  Damages  for which the Parent  shall be  indemnified
pursuant  to this  Article VI and (B) the ad damnum is less than or equal to the
amount of Damages for which the  Indemnifying  Shareholders is liable under this
Article VI and (ii) the Indemnifying  Shareholders may not assume control of the
defense  of a suit  or  proceeding  involving  criminal  liability  or in  which
equitable relief is sought against the Parent. If the Indemnifying  Shareholders
do not so assume control of such defense, the Parent shall control such defense.
The party  not  controlling  such  defense  (the  "Non-controlling  Party")  may
participate  therein  at its own  expense;  provided  that  if the  Indemnifying
Shareholders assume control of such defense and the Parent reasonably  concludes
that the Indemnifying  Shareholders and the Parent have conflicting interests or
different  defenses  available  with  respect  to such suit or  proceeding,  the
reasonable  fees and  expenses  of  counsel to the  Parent  shall be  considered
"Damages" for purposes of this  Agreement.  The party  controlling  such defense
(the "Controlling  Party") shall keep the  Non-controlling  Party advised of the
status of such suit or proceeding and the defense  thereof and shall consider in
good  faith  recommendations  made by the  Non-controlling  Party  with  respect
thereto. The Non-controlling Party shall furnish the Controlling Party with such
information  as it may have with respect to such suit or  proceeding  (including
copies of any summons, complaint or other pleading which may have been served on
such party and any written  claim,  demand,  invoice,  billing or other document
evidencing or asserting the same) and shall otherwise  cooperate with and assist
the  Controlling  Party  in  the  defense  of  such  suit  or  proceeding.   The
Indemnifying  Shareholders shall not agree to any settlement of, or the entry of
any judgment arising from, any such suit or proceeding without the prior written
consent of the  Parent,  which  shall not be  unreasonably  withheld or delayed;
provided  that  the  consent  of  the  Parent  shall  not  be  required  if  the
Indemnifying  Shareholders  agree in writing to pay any amounts payable pursuant
to such  settlement  or judgment  and such  settlement  or  judgment  includes a
complete  release of the Parent from further  liability and has no other adverse
effect on the Parent.  The Parent shall not agree to any  settlement  of, or the
entry of any judgment  arising  from,  any such suit or  proceeding  without the
prior  written  consent of the  Indemnifying  Shareholders,  which  shall not be
unreasonably withheld or delayed.

            (b) In order to seek  indemnification  under this Article VI, Parent
shall  give  written   notification  (a  "Claim  Notice")  to  the  Indemnifying
Shareholders  which  contains  (i) a  description  and the amount (the  "Claimed
Amount") of any Damages  incurred or  reasonably  expected to be incurred by the
Parent,  (ii) a statement that the Parent is entitled to  indemnification  under
this  Article VI for such  Damages  and a  reasonable  explanation  of the basis
therefor,  and (iii) a demand for payment (in the manner  provided in  paragraph
(c) below) in the amount of such Damages.  The Indemnifying  Shareholders  shall
deliver a copy of the Claim Notice to the Escrow Agent.


                                      -43-
<PAGE>

            (c)  Within  20  days  after   delivery  of  a  Claim  Notice,   the
Indemnifying  Shareholders  shall deliver to the Parent a written  response (the
"Response") in which the  Indemnifying  Shareholders  shall:  (i) agree that the
Parent is  entitled  to  receive  all of the  Claimed  Amount (in which case the
Indemnifying  Shareholders  and the Parent  shall  deliver to the Escrow  Agent,
within three days  following  the  delivery of the  Response,  a written  notice
executed by both  parties  instructing  the Escrow  Agent to  distribute  to the
Parent  such  number of Escrow  Shares as have an  aggregate  Value (as  defined
below) equal to the Claimed  Amount),  (ii) agree that the Parent is entitled to
receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which
case the  Indemnifying  Shareholders  and the Parent shall deliver to the Escrow
Agent,  within  three days  following  the delivery of the  Response,  a written
notice  executed by both parties  instructing  the Escrow Agent to distribute to
the Parent such number of Escrow  Shares as have an aggregate  Value (as defined
below) equal to the Agreed  Amount) or (iii) dispute that the Parent is entitled
to receive any of the Claimed Amount.  If the  Indemnifying  Shareholders in the
Response  disputes  its  liability  for all or part of the Claimed  Amount,  the
Indemnifying  Shareholders  and the Parent shall follow the procedures set forth
in Section 6.3(d) for the resolution of such dispute (a "Dispute"). For purposes
of this Article VI, the "Value" of any Escrow Shares  delivered in  satisfaction
of an  indemnity  claim shall be $1.00 per Escrow  Share  (subject to  equitable
adjustment in the event of any stock split, stock dividend,  reverse stock split
or similar  event  affecting  the Parent  Common Stock since the Closing  Date),
multiplied by the number of such Escrow Shares.

            (d) During the 60-day  period  following  the delivery of a Response
that reflects a Dispute, the Indemnifying  Shareholders and the Parent shall use
good faith efforts to resolve the Dispute. If the Dispute is not resolved within
such 60-day period,  the Indemnifying  Shareholders and the Parent shall discuss
in good faith the submission of the Dispute to a mutually acceptable alternative
dispute  resolution  procedure  (which may be  non-binding  or binding  upon the
parties,  as they  agree in  advance)  (the "ADR  Procedure").  In the event the
Indemnifying  Shareholders  and the  Parent  agree upon an ADR  Procedure,  such
parties shall, in consultation with the chosen dispute  resolution  service (the
"ADR  Service"),  promptly  agree  upon a  format  and  timetable  for  the  ADR
Procedure,  agree upon the rules  applicable to the ADR Procedure,  and promptly
undertake the ADR  Procedure.  The  provisions of this Section  6.3(d) shall not
obligate the Indemnifying Shareholders and the Parent to pursue an ADR Procedure
or prevent  either such party from  pursuing the Dispute in a court of competent
jurisdiction;  provided that, if the  Indemnifying  Shareholders  and the Parent
agree to pursue an ADR Procedure,  neither the Indemnifying Shareholders nor the
Parent may  commence  litigation  or seek  other  remedies  with  respect to the
Dispute  prior  to the  completion  of such  ADR  Procedure.  Any ADR  Procedure
undertaken by the Indemnifying Shareholders and the Parent shall be considered a
compromise  negotiation for purposes of federal and state rules of evidence, and
all statements,  offers, opinions and disclosures (whether written or oral) made
in  the  course  of the  ADR  Procedure  by or on  behalf  of  the  Indemnifying
Shareholders,  the Parent or the ADR  Service  shall be treated as  confidential
and, where  appropriate,  as privileged work product.  Such statements,  offers,
opinions  and  disclosures  shall  not be  discoverable  or  admissible  for any
purposes in any litigation or other proceeding relating to the Dispute (provided
that this sentence shall not be construed to exclude from discovery or admission
any matter that is otherwise discoverable or admissible).  The fees and expenses
of any ADR Service used by the Indemnifying Shareholders and the Parent shall be
shared equally by the Indemnifying  Shareholders and the Parent.  The Parent and
the  Indemnifying  Shareholders  shall  deliver  to the Escrow  Agent,  promptly
following the resolution of the Dispute (whether by mutual  agreement,  pursuant
to an ADR Procedure, as a result of a judicial decision or otherwise), a written
notice executed by both parties instructing the Escrow Agent as to what (if any)
portion of the Escrow  Shares shall be  distributed  to the Parent (which notice
shall be consistent with the terms of the resolution of the Dispute).


                                      -44-
<PAGE>

            (e)  Notwithstanding  the other provisions of this Section 6.3, if a
third party asserts (other than by means of a lawsuit) that the Parent is liable
to such third party for a monetary or other  obligation  which may constitute or
result in Damages  for which  such  Parent may be  entitled  to  indemnification
pursuant to this Article VI, and the Parent reasonably  determines that it has a
valid  business  reason to fulfill  such  obligation,  then (i) Parent  shall be
entitled to satisfy such obligation, without prior notice to or consent from the
Indemnifying  Shareholders,  (ii)  Parent  may  subsequently  make a  claim  for
indemnification  in accordance with the provisions of this Article VI, and (iii)
Parent shall be  reimbursed,  in accordance  with the provisions of this Article
VI, for any such Damages for which it is entitled to indemnification pursuant to
this  Article  VI  (subject  to the right of the  Indemnifying  Shareholders  to
dispute the Parent's entitlement to indemnification,  or the amount for which it
is entitled to indemnification, under the terms of this Article VI).

            (f) For purposes of this  Section 6.3 and the last two  sentences of
Section 6.4, any references to the Indemnifying  Shareholders (except provisions
relating to an  obligation  to make or a right to receive any payments  provided
for  in  Section  6.3  or  Section   6.4)  shall  be  deemed  to  refer  to  the
Indemnification Representatives.  The Indemnification Representatives shall have
full power and authority on behalf of each Indemnifying  Stockholder to take any
and all actions on behalf of, execute any and all  instruments on behalf of, and
execute or waive any and all rights of, the Indemnifying Shareholders under this
Article VI. The Indemnification  Representatives  shall have no liability to any
Indemnifying  Stockholder  for any  action  taken or  omitted  on  behalf of the
Indemnifying Shareholders pursuant to this Article VI.

            (g) The limit on the  aggregate  number  of shares of the  Company's
common stock that the Parent can seek to receive as  indemnification  under this
Section 6.3 is limited to 1,200,000 shares, including the Escrow Shares.


                                      -45-
<PAGE>

      6.4 Survival of Representations  and Warranties.  All  representations and
warranties  contained in this Agreement,  the Company  Certificate or the Parent
Certificate shall (a) survive the Closing and any investigation at any time made
by or on behalf of Parent or the Indemnifying  Shareholders and (b) shall expire
on the date two years  following  the  Closing  Date.  If Parent  delivers to an
Indemnifying  Shareholders,  before  expiration of a representation or warranty,
either a Claim Notice based upon a breach of such representation or warranty, or
a notice that,  as a result a legal  proceeding  instituted  by or written claim
made by a third  party,  the Parent  reasonably  expects  to incur  Damages as a
result  of a breach of such  representation  or  warranty  (an  "Expected  Claim
Notice"), then such representation or warranty shall survive until, but only for
purposes of, the resolution of the matter  covered by such notice.  If the legal
proceeding or written  claim with respect to which an Expected  Claim Notice has
been given is  definitively  withdrawn  or resolved in favor of the Parent,  the
Parent shall promptly so notify the Indemnifying Shareholders; and if the Parent
has delivered a copy of the Expected Claim Notice to the Escrow Agent and Escrow
Shares have been  retained in escrow after the  Termination  Date (as defined in
the  Escrow  Agreement)  with  respect  to  such  Expected  Claim  Notice,   the
Indemnifying  Shareholders  and the Parent shall promptly  deliver to the Escrow
Agent a written notice executed by both parties  instructing the Escrow Agent to
distribute  such retained  Escrow  Shares to the  Indemnifying  Shareholders  in
accordance with the terms of the Escrow Agreement.


                                      -46-
<PAGE>

                                  ARTICLE VII



                           [INTENTIONALLY LEFT BLANK]



                                      -47-
<PAGE>

                                  ARTICLE VIII
                                   TERMINATION

      8.1 Termination by Mutual  Agreement.  This Agreement may be terminated at
any time by mutual consent of the parties hereto,  provided that such consent to
terminate is in writing and is signed by each of the parties hereto.

      8.2   Termination   for  Failure  to  Close.   This  Agreement   shall  be
automatically terminated if the Closing Date shall not have occurred by December
6, 2005.

      8.3  Termination  by Operation of Law. This Agreement may be terminated by
any party hereto if there shall be any statute,  rule or regulation that renders
consummation   of  the   transactions   contemplated   by  this  Agreement  (the
"Contemplated  Transactions)  illegal  or  otherwise  prohibited,  or a court of
competent jurisdiction or any government (or governmental  authority) shall have
issued an order,  decree or ruling,  or has taken any other action  restraining,
enjoining or otherwise  prohibiting the  consummation of such  transactions  and
such  order,  decree,  ruling  or other  action  shall  have  become  final  and
nonappealable.

      8.4  Termination  for Failure to Perform  Covenants  or  Conditions.  This
Agreement may be terminated prior to the Effective Time:

            (a) by the Parent and the Acquisition  Subsidiary if: (i) any of the
representations  and warranties  made in this Agreement by the Company shall not
be materially  true and correct,  when made or at any time prior to consummation
of the Contemplated  Transactions as if made at and as of such time; (ii) any of
the  conditions  set forth in Section 5.2 hereof have not been  fulfilled in all
material  respects by the Closing  Date;  (iii) the Company shall have failed to
observe or perform any of its material obligations under this Agreement; or (iv)
as otherwise set forth herein; or

            (b) by the Company if: (i) any of the representations and warranties
of the Parent or the  Acquisition  Subsidiary  shall not be materially  true and
correct  when  made or at any time  prior to  consummation  of the  Contemplated
Transactions  as if made at and as of such time;  (ii) any of the conditions set
forth in Section 5.3 hereof have not been fulfilled in all material  respects by
the Closing  Date;  (iii) the Parent or the  Acquisition  Subsidiary  shall have
failed to observe or perform any of their material respective  obligations under
this Agreement; or (iv) as otherwise set forth herein.

      8.5  Effect  of  Termination  or  Default;   Remedies.  In  the  event  of
termination of this Agreement as set forth above, this Agreement shall forthwith
become void and there  shall be no  liability  on the part of any party  hereto,
provided  that such party is a  Non-Defaulting  Party (as  defined  below).  The
foregoing  shall not  relieve  any party from  liability  for  damages  actually
incurred as a result of such  party's  breach of any term or  provision  of this
Agreement.


                                      -48-
<PAGE>

      8.6 Remedies; Specific Performance. In the event that any party shall fail
or refuse to consummate the Contemplated Transactions or if any default under or
beach of any representation,  warranty,  covenant or condition of this Agreement
on the part of any party  (the  "Defaulting  Party")  shall have  occurred  that
results in the failure to  consummate  the  Contemplated  Transactions,  then in
addition to the other remedies provided herein,  the  non-defaulting  party (the
"Non-Defaulting  Party") shall be entitled to seek and obtain money damages from
the  Defaulting  Party,  or may seek to obtain an order of specific  performance
thereof  against the  Defaulting  Party from a court of competent  jurisdiction,
provided that the  Non-Defaulting  Party seeking such  protection  must file its
request with such court within  forty-five  (45) days after it becomes  aware of
the Defaulting  Party's failure,  refusal,  default or breach. In addition,  the
Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court
costs and reasonable  attorneys'  fees incurred in connection with or in pursuit
of enforcing the rights and remedies provided hereunder.

                                   ARTICLE IX
                                  MISCELLANEOUS

      9.1 Press  Releases  and  Announcements.  No Party  shall  issue any press
release or public announcement  relating to the subject matter of this Agreement
without the prior written approval of the other Parties; provided, however, that
any Party may make any public  disclosure  it believes in good faith is required
by applicable law, regulation or stock market rule (in which case the disclosing
Party shall use reasonable  efforts to advise the other Parties and provide them
with a copy of the proposed disclosure prior to making the disclosure).

      9.2 No Third  Party  Beneficiaries.  This  Agreement  shall not confer any
rights or remedies  upon any person other than the Parties and their  respective
successors and permitted assigns; provided,  however, that (a) the provisions in
Article I  concerning  issuance of the Merger  Shares and Article VI  concerning
indemnification are intended for the benefit of the Company Shareholders and (b)
the  provisions in Section 4.9 concerning  indemnification  are intended for the
benefit of the individuals specified therein and their successors and assigns.

      9.3 Entire Agreement.  This Agreement (including the documents referred to
herein)  constitutes  the entire  agreement among the Parties and supersedes any
prior  understandings,  agreements or  representations  by or among the Parties,
written or oral, with respect to the subject matter hereof.

      9.4 Succession and  Assignment.  This Agreement  shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of its
rights, interests or obligations hereunder without the prior written approval of
the other  Parties;  provided  that the  Acquisition  Subsidiary  may assign its
rights, interests and obligations hereunder to an Affiliate of the Parent.


                                      -49-
<PAGE>

      9.5 Counterparts and Facsimile  Signature.  This Agreement may be executed
in two or more  counterparts,  each of which shall be deemed an original but all
of which together shall constitute one and the same  instrument.  This Agreement
may be executed by facsimile signature.

      9.6  Headings.  The  section  headings  contained  in this  Agreement  are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

      9.7  Notices.   All  notices,   requests,   demands,   claims,  and  other
communications hereunder shall be in writing. Any notice, request, demand, claim
or other  communication  hereunder  shall be deemed duly delivered four business
days after it is sent by registered or certified mail, return receipt requested,
postage  prepaid,  or one  business  day after it is sent for next  business day
delivery via a reputable  nationwide  overnight courier service, in each case to
the intended recipient as set forth below:

If to the Company, to:          Uluru Inc.
                                4939 Stonyford Dr.
                                Dallas, Texas 75287
                                Attention:        Kerry P. Gray, President
                                Telephone:        (972) 250-6383
                                Facsimile:        (972) 6363

With a copy to:                 McGuireWoods LLP
                                1345 Avenue of the Americas
                                New York, NY 10105
                                Attention:        Louis W. Zehil, Esq.
                                Telephone:        (212) 548-2138
                                Facsimile:        (212) 548-2175

If to the Parent, to:           Oxford Ventures, Inc.
                                4655 East Ivy Street, Suite 101
                                Mesa, AZ  85215
                                Attn: Daniel Leonard
                                Telephone:        (402) 763-9511
                                Facsimile:        (402) 681-4635

With copy to:                   Gottbetter & Partners, LLP
                                488 Madison Avenue, 12th Floor
                                New York, NY 10022
                                Attention:        Adam S. Gottbetter, Esq.
                                Telephone:        (212) 400-6900
                                Facsimile:        (212) 400-6901


                                      -50-
<PAGE>

      Any  Party  may  give  any  notice,   request,   demand,  claim  or  other
communication  hereunder  using any other means  (including  personal  delivery,
expedited  courier,   messenger  service,  telecopy,  telex,  ordinary  mail  or
electronic  mail),  but  no  such  notice,  request,   demand,  claim  or  other
communication  shall be  deemed  to have been  duly  given  unless  and until it
actually is received by the party for whom it is intended.  Any Party may change
the  address  to  which   notices,   requests,   demands,   claims,   and  other
communications  hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.

      9.8 Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the internal laws of the State of New York without giving effect
to any choice or conflict of law  provision or rule (whether of the State of New
York or any other  jurisdiction) that would cause the application of laws of any
jurisdictions other than those of the State of Delaware.

      9.9 Amendments  and Waivers.  The Parties may mutually amend any provision
of this Agreement at any time prior to the Effective  Time;  provided,  however,
that any  amendment  effected  subsequent to the  Requisite  Parent  Stockholder
Approval  shall be subject to any  restrictions  contained in the Nevada Revised
Statutes.  No amendment of any provision of this Agreement shall be valid unless
the same shall be in writing and signed by all of the Parties.  No waiver of any
right or remedy hereunder shall be valid unless the same shall be in writing and
signed by the Party giving such  waiver.  No waiver by any Party with respect to
any default, misrepresentation or breach of warranty or covenant hereunder shall
be deemed to extend to any prior or  subsequent  default,  misrepresentation  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

      9.10 Severability. Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation  or in any other  jurisdiction.  If the final  judgment  of a court of
competent  jurisdiction declares that any term or provision hereof is invalid or
unenforceable,  the Parties  agree that the court  making the  determination  of
invalidity  or  unenforceability  shall  have the  power  to  limit  the term or
provision,  to delete  specific  words or phrases,  or to replace any invalid or
unenforceable  term or  provision  with a term or  provision  that is valid  and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable  term or provision,  and this Agreement shall be enforceable as so
modified.

      9.11  Submission to  Jurisdiction.  Each of the Parties (a) submits to the
jurisdiction  of any state or federal court sitting in the County of Los Angeles
in the State of Delaware in any action or proceeding  arising out of or relating
to this  Agreement,  (b) agrees  that all  claims in  respect of such  action or
proceeding may be heard and determined in any such court,  and (c) agrees not to
bring any action or proceeding  arising out of or relating to this  Agreement in
any other court. Each of the Parties waives any defense of inconvenient forum to
the  maintenance  of any action or  proceeding  so brought  and waives any bond,
surety or other  security that might be required of any other Party with respect
thereto.  Any Party may make service on another Party by sending or delivering a
copy of the  process to the Party to be served at the  address and in the manner
provided for the giving of notices in Section 9.7. Nothing in this Section 9.11,
however, shall affect the right of any Party to serve legal process in any other
manner permitted by law.


                                      -51-
<PAGE>

      9.12 Construction.

            (a) The language  used in this  Agreement  shall be deemed to be the
language  chosen by the Parties to express their mutual  intent,  and no rule of
strict construction shall be applied against any Party.

            (b) Any reference to any federal, state, local or foreign statute or
law shall be  deemed  also to refer to all  rules  and  regulations  promulgated
thereunder, unless the context requires otherwise.

                            [SIGNATURE PAGE FOLLOWS]


                                      -52-
<PAGE>

IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement as of the date
first above written.

                                    PARENT
                                    OXFORD VENTURES, INC.

                                    By:    /s/ Daniel Leonard
                                           -----------------------------------
                                    Name:  Daniel Leonard
                                    Title: President and Chief Executive Officer


                                    ACQUISITION SUBSIDIARY
                                    ULURU ACQUISITION CORP.

                                    By:    /s/ Daniel Leonard
                                           -----------------------------------
                                    Name:  Daniel Leonard
                                    Title: President and Chief Executive Officer

                                    COMPANY
                                    ULURU, INC.

                                    By:    /s/ Kerry P. Gray
                                           --------------------------
                                    Name:  Kerry P. Gray
                                    Title: Chief Executive Officer


                                      -53-
<PAGE>

                                    EXHIBIT B

1.    Uluru is a corporation,  duly  incorporated,  validly existing and in good
      standing under the laws of Delaware,  with the requisite  corporate  power
      and authority to own and use its properties and assets and to carry on its
      business as currently  conducted.  To our  knowledge and as of the Closing
      (as defined in the Agreement),  Uluru has no  subsidiaries.  Uluru is duly
      qualified to do business and is in good standing as a foreign  corporation
      in each  jurisdiction  in which the nature of the  business  conducted  or
      property owned by it makes such qualification necessary,  except where the
      failure to be so qualified or in good standing,  as the case may be, would
      not  individually  or in the  aggregate  reasonably  be expected to have a
      material  adverse  effect  on  its  business  or  financial  condition  (a
      "Material Adverse Effect").

2.    The  authorized  capital stock of Uluru consists of 3,000 shares of Common
      Stock,  par value $0.001 per share.  As of the date of this letter,  2,220
      shares of Common Stock were issued and outstanding.  All of the issued and
      outstanding shares of capital stock of Uluru are duly authorized,  validly
      issued,  fully paid,  non-assessable  and free of all  preemptive  rights.
      Except as set forth in the Agreement, to the best of our knowledge,  there
      are no outstanding or authorized options,  warrants, rights, agreements or
      commitments  to which  Uluru is a party or which are  binding  upon  Uluru
      providing for the issuance or redemption of any of its capital stock.  All
      of the issued and outstanding shares of capital stock of Uluru were issued
      in compliance  with the  registration  requirements  (or valid  exemptions
      therefrom) under the Securities Act of 1933, as amended.

3.    Uluru has all  requisite  power and  authority  to execute and deliver the
      Agreement  and to perform its  obligations  thereunder.  The execution and
      delivery by Uluru of the  Agreement and the  consummation  by Uluru of the
      transactions contemplated thereby have been duly and validly authorized by
      all  necessary  corporate  action on the part of Uluru.  The Agreement has
      been duly and validly  executed and  delivered by Uluru and  constitutes a
      valid and  binding  obligation  of  Uluru,  enforceable  against  Uluru in
      accordance with its terms,  subject to bankruptcy,  insolvency and similar
      laws affecting the rights of creditors generally.

4.    Except as set forth in the  Agreement,  neither the execution and delivery
      by  Uluru  of  the  Agreement,  nor  the  consummation  by  Uluru  of  the
      transactions   contemplated  thereby,   conflicts  with  or  violates  any
      provision of the Certificate of Incorporation or Bylaws of Uluru.

5.    Except as set forth in the Agreement, to the best of our knowledge,  there
      is no litigation  or legal  proceeding  pending or  threatened  against a)
      Uluru  that  could  have,  individually  or in the  aggregate,  a Material
      Adverse Effect on Uluru or b) any affiliate of Uluru,  which litigation or
      legal  proceeding could have a Material Adverse Effect on Uluru or wherein
      such  affiliate has an interest in the  litigation  or proceeding  that is
      adverse to Uluru's interest.


                                      B-1


<PAGE>

                                    EXHIBIT C

1.    Oxford is a corporation,  duly incorporated,  validly existing and in good
      standing under the laws of Nevada,  with the requisite corporate power and
      authority  to own and use its  properties  and  assets and to carry on its
      business as currently  conducted.  Oxford is duly qualified to do business
      and is in good standing as a foreign  corporation in each  jurisdiction in
      which the nature of the business  conducted or property  owned by it makes
      such qualification necessary,  except where the failure to be so qualified
      or in good standing,  as the case may be, would not individually or in the
      aggregate  reasonably be expected to have a material adverse effect on its
      business or financial condition (a "Material Adverse Effect").

2.    Uluru Acquisition is a corporation,  duly  incorporated,  validly existing
      and in good  standing  under  the laws of  Delaware,  with  the  requisite
      corporate power and authority to own and use its properties and assets and
      to carry on its business as currently conducted. Uluru Acquisition is duly
      qualified to do business and is in good standing as a foreign  corporation
      in each  jurisdiction  in which the nature of the  business  conducted  or
      property owned by it makes such qualification necessary,  except where the
      failure to be so qualified or in good standing,  as the case may be, would
      not  individually  or in the  aggregate  reasonably  be expected to have a
      material  adverse  effect  on  its  business  or  financial  condition  (a
      "Material Adverse Effect").

3.    Oxford  is a  "reporting  issuer"  as  that  term  is  defined  under  the
      Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the
      rules and regulations promulgated thereunder. To our knowledge, Oxford has
      filed  all  reports  required  to be filed by it under the  Exchange  Act,
      including  pursuant to Section 13(a) or 15(d)  thereof,  for the two years
      preceding  the date hereof (or such shorter  period as Oxford was required
      by law to file such material)  (collectively,  the "Disclosure Documents")
      on a timely  basis,  or has  received  a valid  extension  of such time of
      filing.

4.    The authorized  capital stock of Oxford  consists of 400,000,000 of Common
      Stock,  par  value  $0.001  per  share.  As of the  date of  this  Letter,
      399,99,704  shares of Common Stock were issued and outstanding.  Except as
      set forth in the  Agreement,  to the best of our  knowledge,  there are no
      outstanding  or  authorized  options,   warrants,  rights,  agreements  or
      commitments  to which  Oxford is a party or which are binding  upon Oxford
      providing for the issuance or redemption of any of its capital stock.

5.    Each of Oxford and Uluru Acquisition has all requisite power and authority
      to  execute  and  deliver  the  Agreement  and to perform  its  respective
      obligations  thereunder.  The execution and delivery by each of Oxford and
      Uluru  Acquisition of the Agreement and the consummation by each of Oxford
      and Uluru Acquisition of the transactions  contemplated  thereby have been
      duly and validly authorized by all necessary  corporate action on the part
      of Oxford and Uluru Acquisition respectively.  The Agreement has been duly
      and validly executed and delivered by each of Oxford and Uluru Acquisition
      and constitutes a valid and binding obligation of each of Oxford and Uluru
      Acquisition,  enforceable  against each of Oxford and Uluru Acquisition in
      accordance with its terms,  subject to bankruptcy,  insolvency and similar
      laws affecting the rights of creditors generally.


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<PAGE>

6.    Except as set forth in the  Agreement,  neither the execution and delivery
      by  each  of  Oxford  and  Uluru  Acquisition  of the  Agreement,  nor the
      consummation by each of Oxford and Uluru  Acquisition of the  transactions
      contemplated  thereby,  conflicts  with or violates  any  provision of the
      respective  Articles  of  Incorporation  or  Bylaws  of  Oxford  and Uluru
      Acquisition.

7.    Except as set forth in the Agreement, to the best of our knowledge,  there
      is no litigation or legal proceeding pending or threatened against a) each
      of Oxford and Uluru  Acquisition  that could have,  individually or in the
      aggregate,  a Material  Adverse  Effect on Oxford or b) any  affiliate  of
      Oxford, which litigation or legal proceeding could have a Material Adverse
      Effect  on  Oxford  or  wherein  such  affiliate  has an  interest  in the
      litigation or proceeding that is adverse to Oxford's interest.

8.    To the best of our knowledge,  since the date of its most recently audited
      year-end  balance  sheets,  there  have been no a)  changes  in  financial
      condition,  assets,  liabilities  or the  business of Oxford,  b) damages,
      destruction  or  losses  of or to  property  of  Oxford,  payments  of any
      dividend or other  distribution in respect of any class of stock of Oxford
      and c) obligations of any kind incurred as to anyone.

9.    The  shares  of  Common  Stock of  Oxford  to be  issued  pursuant  to the
      Agreement  will,  when so  issued,  be  validly  issued,  fully  paid  and
      non-assessable.


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