STOCK
      EXCHANGE AGREEMENT

    


    STOCK
      EXCHANGE AGREEMENT, dated as of March 15, 2005 (this "AGREEMENT"), by and among
      G
      T 5-Limited,
      a
      Nevada corporation ("GTFV"), Dante Pannella, a shareholder of GTFV (the “GTFV
      Shareholder”) CryoPort
      Systems, Inc.,
      a
      California corporation ("CryoPort"):

    RECITALS

    


    WHEREAS,
      CryoPort and GTFV have each determined that the transactions contemplated by
      this Agreement, on the terms and conditions of this Agreement, would be
      advantageous and beneficial to their respective companies and
      shareholders.

    


    WHEREAS,
      the parties hereto desire to consummate the transactions contemplated herein,
      pursuant to which (a) GTFV will transfer to the shareholders of CryoPort an
      aggregate of 24,108,105 shares (collectively, the "CryoPort Shares") of Common
      Stock, par value $0.001 per share, and (b) CryoPort shareholders, in exchange
      therefore, will transfer to GTFV an aggregate of 24,108,105 shares
      (collectively, the "GTFV Shares") of Common Stock, no par value, representing
      all of the issued and outstanding common stock of CryoPort.

    


    WHEREAS,
      for United States federal income tax purposes, the transactions contemplated
      hereby are intended to qualify as a tax-free reorganization under Section 368
      of
      the Internal Revenue Code of 1986, as amended (together with all rules and
      regulations issued thereunder (the "Code")) and this Agreement is intended
      to be
      adopted as a plan of reorganization for purposes of Section 368 of the
      Code.

    


      NOW,
      THEREFORE, in consideration of the premises and the representations, warranties
      and agreements herein contained, the parties hereto agree as
      follows:

    


    ARTICLE
      I

    


    DEFINITIONS

    


    SECTION
      1.1. DEFINITIONS. As used herein, the following terms shall have

    the
      following meanings:

    


    "Act"
      means the Securities Act of 1933, as amended, and the rules and regulations
      issued in respect thereto.

    


    "Encumbrance"
      means any security interest, mortgage, pledge, hypothecation, assignment,
      deposit arrangement, encumbrance, lien (statutory or otherwise), charge against
      or interest in property to secure payment of a debt or performance of an
      obligation or other priority or preferential arrangement of any kind or nature
      whatsoever.

    


    "Law"
      means any law, statute, regulation, rule, ordinance, requirement or other
      binding action or requirement of any governmental, regulatory or administrative
      body, agency or authority or any court of judicial authority.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Order"
      means any decree, order, judgment, writ, award, injunction, stipulation or
      consent of or by any Federal, state or local government or any court,
      administrative agency or commission or other governmental authority or agency,
      domestic or foreign.

    


      "Person"
      means any individual, corporation, general or limited partnership, joint
      venture, association, limited liability company, joint stock company, trust,
      business, bank, trust company, estate (including any beneficiaries thereof),
      unincorporated entity, cooperative, association, government branch, agency
      or
      political subdivision thereof or organization of any kind.

    


      "Transaction
      Documents" means this Agreement and any ancillary contracts, agreements or
      other
      documents that are to be entered into in connection with the transactions
      contemplated hereby.

    


    ARTICLE
      II

    


    EXCHANGE
      OF STOCK

    


    SECTION
      2.1. EXCHANGE
      OF SHARES. Subject to the terms and conditions of this Agreement, on the Closing
      Date (as hereinafter defined):

    


    (a)
      GTVF
      shall issue and deliver to each of the shareholders of CryoPort (the “CryoPort
      Shareholders”) one share of GTVF common stock for each share of CryoPort common
      stock owned by such shareholder, for an aggregate of 24,108,105
      shares
      of
      GTVF common stock, and 

    


    (b)
      the
      Company shall cause each CryoPort Shareholder shall deliver to GTFV, one or
      more
      stock certificates, duly endorsed for transfer, representing all shares of
      CryoPort Common stock owned by such shareholder, for a aggregate of 24,108,105
      shares of Common Stock; and

    


    (c)
      GTFV
      currently has 5,600,000 shares of its $0.0001 par value common stock issued
      and
      outstanding. After giving effect to the exchange of shares herein, GTFV shall
      have 28,061,690 shares of common stock issued and outstanding.

    


    (d)
      Following the exchange and receipt by the CryoPort Shareholders of the GTFV
      Shares, such CryoPort Shareholders shall own approximately 80% percent of the
      total issued and outstanding shares of GTFV common stock, and shall assume
      control of GTFV, whose common stock is qualified for trading on the Pink Sheets
      stock exchange under the symbol (“GTFV”). 

    


    SECTION
      2.2. THE CLOSING.

    


    (a)
      Subject to the terms and conditions of this Agreement, the closing of the
      transactions contemplated by this Agreement (the "Closing") shall take place
      as
      promptly as possible but no later than the fifth (5th)
      business day following the day the last of the conditions set forth in Article
      V
      shall have been fulfilled or waived (other than those that this Agreement
      contemplates will be satisfied at or immediately prior to the Closing), or
      at
      such other time as shall be mutually agreed upon by GTFV and CryoPort (the
      "Closing Date”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      Subject to the conditions set forth in this Agreement, the parties agree to
      consummate the following transactions at the Closing:

    


    (i)
      the
      CryoPort Shareholders shall assign and transfer to GTFV the GTFV Shares, by
      physically delivering to GTFV one (1) or more stock certificates duly endorsed
      or accompanied by duly executed stock powers (with a medallion guaranty, if
      requested) sufficient to validly transfer the GTFV Shares to GTFV or its
      nominee; and

    


    (ii)
      GTFV
      shall issue to each CryoPort Shareholder one share of GTFV common stock for
      each
      share of CryoPort Common Stock transferred by such CryoPort Shareholder, by
      physically delivering to such CryoPort Shareholder a stock certificate in the
      name of such CryoPort Shareholder representing the number of shares due such
      CryoPort Shareholder.

    


    (iii)
      The
      current director(s) of GTFV shall elect the following individuals to the board
      of directors of GTFV Patrick Mullens, Jeffrey Dell, Marc Grossman, Peter Berry
      and David Petreccia, and shall thereafter tender their respective resignations
      from the board of directors.

    


    (iv)
      The
      current officers of GTFV shall resign, and the new board elected pursuant to
      subsection (iii) above shall elect new officers.

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF 

    GTFV
      AND THE GTFV SHAREHOLDER

    


    GTFV
      and
      the GTFV Shareholder hereby jointly and severally represent and warrant to
      CryoPort and each CryoPort Shareholder that now and as of the
      Closing:

    


    3.1 Due
      Organization and Qualification; Subsidiaries; Due Authorization.
      

    


    
      	 	
              (a)

            	
              GTFV
                is a corporation duly incorporated, validly existing and in good
                standing
                under the laws of its jurisdiction of formation, with full corporate
                power
                and authority to own, lease and operate its respective business and
                properties and to carry on its respective business in the places
                and in
                the manner as presently conducted or proposed to be conducted. GTFV
                is in
                good standing as a foreign corporation in each jurisdiction in which
                the
                properties owned, leased or operated, or the business conducted,
                by it
                requires such qualification except for any such failure, which, when
                taken
                together with all other failures, is not likely to have a material
                adverse
                effect on the business of GTFV and its Subsidiaries taken as a
                whole.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              GTFV
                does not own, directly or indirectly, any capital stock, equity or
                interest in any corporation, firm, partnership, joint venture or
                other
                entity.

            


    

    


    
      	 	
              (c)

            	
              GTFV
                has all requisite corporate power and authority to execute and deliver
                this Agreement, and to consummate the transactions contemplated hereby
                and
                thereby. GTFV has taken all corporate action necessary for the execution
                and delivery of this Agreement and the consummation of the transactions
                contemplated hereby, and this Agreement constitutes the valid and
                binding
                obligation of GTFV, enforceable against GTFV in accordance with its
                terms,
                except as may be affected by bankruptcy, insolvency, moratoria or
                other
                similar laws affecting the enforcement of creditors' rights generally
                and
                subject to the qualification that the availability of equitable remedies
                is subject to the discretion of the court before which any proceeding
                therefore may be brought.

            


    

     

    3.2 No
      Conflicts or Defaults.
      The
      execution and delivery of this Agreement by GTFV and the consummation of the
      transactions contemplated hereby do not and shall not (a) contravene the
      Articles of Incorporation or By-laws of GTFV or (b) with or without the giving
      of notice or the passage of time (i) violate, conflict with, or result in a
      breach of, or a default or loss of rights under, any material covenant,
      agreement, mortgage, indenture, lease, instrument, permit or license to which
      GTFV is a party or by which GTFV is bound, or any judgment, order or decree,
      or
      any law, rule or regulation to which GTFV is subject, (ii) result in the
      creation of, or give any party the right to create, any Encumbrance or any
      other
      right or adverse interest upon any of the assets or common stock of GTFV, (iii)
      terminate or give any party the right to terminate, amend, abandon or refuse
      to
      perform, any material agreement, arrangement or commitment to which GTFV is
      a
      party or by which GTFV's assets are bound, or (iv) accelerate or modify, or
      give
      any party the right to accelerate or modify, the time within which, or the
      terms
      under which, GTFV is to perform any duties or obligations or receive any rights
      or benefits under any material agreement, arrangement or commitment to which
      it
      is a party.

    


    3.3 Capitalization.
      The
      authorized capital stock of the GTFV immediately prior to giving effect to
      the
      transactions contemplated hereby consists of one hundred million (100,000,000)
      shares of Common Stock of which 5,600,000 shares of $0.0001 par value Common
      Stock are issued and outstanding as of the date hereof. All of the outstanding
      shares of Common Stock are, and the GTFV Shares when issued in accordance with
      the terms hereof, will be, duly authorized, validly issued in compliance with
      applicable federal and state securities laws, fully paid and nonassessable,
      and
      have not been or, with respect to the GTFV Shares, will not be issued in
      violation of any preemptive right of stockholders. The GTFV Shares are not
      subject to any preemptive or subscription right, any voting trust agreement
      or
      other contract, agreement, arrangement, option, warrant, call, commitment or
      other right of any character obligating or entitling GTFV to issue, sell, redeem
      or repurchase any of its securities, and there is no outstanding security of
      any
      kind convertible into or exchangeable for Common Stock. GTFV has not granted
      registration rights to any person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.4 Financial
      Statements.
      Exhibit
      3.4 to the Disclosure Schedule contains copies of the balance sheets of the
      GTFV
      at November 30, 2004, and the related statements of operations, stockholders'
      equity and cash flows for the eleven months then ended (all such statements
      being the "GTFV Financial Statements"). The Financial Statements, have been
      prepared in accordance with U.S. generally accepted accounting principles
      applied on a basis consistent throughout all periods presented, subject to
      audit
      adjustments, which are not expected to be material. Such statements present
      fairly the financial position of GTFV as of the dates and for the periods
      indicated. The books of account and other financial records of GTFV have been
      maintained in accordance with good business practices.

    


    3.5 Further
      Financial Matters.
      Except
      for Exhibit 3.5 of the Disclosure Schedule, GTFV does not have any liabilities
      or obligations, whether secured or unsecured, accrued, determined, absolute
      or
      contingent, asserted or unasserted or otherwise, which are required to be
      reflected or reserved in a balance sheet or the notes thereto under generally
      accepted accounting principles, but which are not reflected in the Financial
      Statements.

    


    3.6 Taxes.
      GTFV
      has filed all United States federal, state, county, local and foreign national,
      provincial and local returns and reports which were required to be filed on
      or
      prior to the date hereof in respect of all income, withholding, franchise,
      payroll, excise, property, sales, use, value-added or other taxes or levies,
      imposts, duties, license and registration fees, charges, assessments or
      withholdings of any nature whatsoever (together, "Taxes"), and has paid all
      Taxes (and any related penalties, fines and interest) which have become due
      pursuant to such returns or reports or pursuant to any assessment which has
      become payable, or, to the extent its liability for any Taxes (and any related
      penalties, fines and interest) has not been fully discharged, the same have
      been
      properly reflected as a liability on the books and records of GTFV and adequate
      reserves therefore have been established. All such returns and reports filed
      on
      or prior to the date hereof have been properly prepared and are true, correct
      (and to the extent such returns reflect judgments made by GTFV, as the case
      may
      be, such judgments were reasonable under the circumstances) and complete in
      all
      material respects. No tax return or tax return liability of GTFV has been
      audited or, presently under audit. GTFV has not given or been requested to
      give
      waivers of any statute of limitations relating to the payment of any Taxes
      (or
      any related penalties, fines and interest). Except for item 3.6 of the
      Disclosure Schedule, there are no claims pending or, to the knowledge of GTFV
      or
      the GTFV Shareholder, threatened, against the GTFV for past due Taxes. All
      payments for withholding taxes, unemployment insurance and other amounts
      required to be paid for periods prior to the date hereof to any governmental
      authority in respect of employment obligations of GTFV, including, without
      limitation, amounts payable pursuant to the Federal Insurance Contributions
      Act,
      have been paid or shall be paid prior to the Closing and have been duly provided
      for on the books and records of GTFV and in the Financial Statements. GTFV
      has
      delivered to CryoPort copies of the federal income tax returns for each of
      the
      past two fiscal years.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    3.7 Indebtedness;
      Contracts; No Defaults.

    


    
      	 	
              (a)

            	
              Except
                as set forth on Item 3.7 of the Disclosure Schedule, GTFV is not
                a party
                to any instruments, agreements, indentures, mortgages, guarantees,
                notes,
                commitments, accommodations, letters of credit or other arrangements
                or
                understandings, whether written or oral.


            


    

    


    
      	 	
              (b)

            	
              Except
                as disclosed in Item 3.7 of the Disclosure Schedule, neither GTFV,
                any
                Subsidiary, nor, to the knowledge of GTFV or the GTFV Shareholder,
                any
                other person or entity is in breach in any material respect of, or
                in
                default in any material respect under, any material contract, agreement,
                arrangement, commitment or plan to which GTFV is a party, and no
                event or
                action has occurred, is pending or is threatened, which, after the
                giving
                of notice, passage of time or otherwise, would constitute or result
                in
                such a material breach or material default by GTFV or, to the knowledge
                of
                GTFV, any other person or entity. GTFV has not received any notice
                of
                default under any contract, agreement, arrangement, commitment or
                plan to
                which it is a party, which default has not been cured to the satisfaction
                of, or duly waived by, the party claiming such default on or before
                the
                date hereof.

            


    

    


    3.8 Personal
      Property.
      GTFV
      has good and marketable title to all of its tangible personal property and
      assets, including, without limitation, all of the assets reflected in the
      Financial Statements that have not been disposed of in the ordinary course
      of
      business and such property is free and clear of all Encumbrances.

    


    3.9 Real
      Property.
      Except
      as set forth on Item 3.9 of the Disclosure Schedule, GTFV does not own, lease
      or
      sublease any real property.

    


    3.10 Compliance
      with Law.
      GTFV is
      not conducting its business or affairs in violation of any applicable federal,
      state or local law, ordinance, rule, regulation, court or administrative order,
      decree or process, or any requirement of insurance carriers. GTFV has not
      received any notice of violation or claimed violation of any such law,
      ordinance, rule, regulation, order, decree, process or requirement. GTFV is
      in
      compliance with all applicable federal, state, local and foreign laws and
      regulations relating to the protection of the environment and human health.
      There are no claims, notices, actions, suits, hearings, investigations,
      inquiries or proceedings pending or, to the knowledge of GTFV or the GTFV
      Shareholder, threatened against GTFV that are based on or related to any
      environmental matters or the failure to have any required environmental permits,
      and there are no past or present conditions that GTFV has reason to believe
      are
      likely to give rise to any material liability or other obligations of GTFV
      or
      any Subsidiary under any environmental laws.

    


    3.11 Permits
      and Licenses.
      GTFV
      has all certificates of occupancy, rights, permits, certificates, licenses,
      franchises, approvals and other authorizations as are reasonably necessary
      to
      conduct its business and to own, lease, use, operate and occupy its assets,
      at
      the places and in the manner now conducted and operated, except those the
      absence of which would not materially adversely affect its business. GTFV has
      not received any written or oral notice or claim pertaining to the failure
      to
      obtain any material permit, certificate, license, approval or other
      authorization required by any federal, state or local agency or other regulatory
      body, the failure of which to obtain would materially and adversely affect
      its
      business. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.12 Ordinary
      Course.
      GTFV
      has conducted its business, maintained its real property and equipment and
      kept
      its books of account, records and files, substantially in the same manner as
      previously conducted, maintained or kept and solely in the ordinary
      course.

    


    3.13 No
      Adverse Changes.
      There
      have not been (a) any material adverse change in the business, prospects, the
      financial or other condition, or the respective assets or liabilities of GTFV
      as
      reflected in the Financial Statements, (b) any material loss sustained by GTFV,
      including, but not limited to any loss on account of theft, fire, flood,
      explosion, accident or other calamity, whether or not insured, which has
      materially and adversely interfered, or may materially and adversely interfere,
      with the operation of GTFV's business, or (c) to the best knowledge of GTFV
      or
      the GTFV Shareholder, any event, condition or state of facts, including, without
      limitation, the enactment, adoption or promulgation of any law, rule or
      regulation, the occurrence of which materially and adversely does or would
      affect the results of operations or the business or financial condition of
      GTFV.

    


    3.14 Litigation.
      There
      is no claim, dispute, action, suit, proceeding or investigation pending or,
      to
      the knowledge of GTFV or the GTFV Shareholder, threatened, against or affecting
      the business of the GTFV, or challenging the validity or propriety of the
      transactions contemplated by this Agreement, at law or in equity or before
      any
      federal, state, local, foreign or other governmental authority, board, agency,
      commission or instrumentality, nor to the knowledge of the GTFV or the GTFV
      Shareholder, has any such claim, dispute, action, suit, proceeding or
      investigation been pending or threatened, during the 12 month period preceding
      the date hereof; (b) there is no outstanding judgment, order, writ, ruling,
      injunction, stipulation or decree of any court, arbitrator or federal, state,
      local, foreign or other governmental authority, board, agency, commission or
      instrumentality, against or materially affecting the business of GTFV ; and
      (c)
      GTFV has not received any written or verbal inquiry from any federal, state,
      local, foreign or other governmental authority, board, agency, commission or
      instrumentality concerning the possible violation of any law, rule or regulation
      or any matter disclosed in respect of its business.

    


    3.15 Insurance.
      GTFV
      does not currently maintain any form of insurance.

    


    3.16 Articles
      of Incorporation and By-laws; Minute Books.
      The
      copies of the Articles of Incorporation and By-laws (or similar governing
      documents) of GTFV, and all amendments to each are true, correct and complete.
      The minute books of the GTFV contains true and complete records of all meetings
      and consents in lieu of meetings of their respective Board of Directors (and
      any
      committees thereof), or similar governing bodies, since the time of their
      respective organization. The stock books of the GTFV are true, correct and
      complete.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.17 Employee
      Benefit Plans.
      GTFV
      does not maintain, nor has GTFV maintained in the past, any employee benefit
      plans ("as defined in Section 3(3) of the Employee Retirement Income Security
      Act of 1974, as amended ("ERISA")), or any plans, programs, policies, practices,
      arrangements or contracts (whether group or individual) providing for payments,
      benefits or reimbursements to employees of GTFV, former employees, their
      beneficiaries and dependents under which such employees, former employees,
      their
      beneficiaries and dependents are covered through an employment relationship
      with
      GTFV, any entity required to be aggregated in a controlled group or affiliated
      service group with GTFV for purposes of ERISA or the Internal Revenue Code
      of
      1986 (the "Code") (including, without limitation, under Section 414(b), (c),
      (m)
      or (o) of the Code or Section 4001 of ERISA, at any relevant time ("Benefit
      Plans").

    


    3.18 Affiliate
      Transactions.
      Except
      as disclosed in Item 3.18 of the Disclosure Schedule neither GTFV nor any
      officer, director or employee of the GTFV (or any of the relatives or Affiliates
      of any of the aforementioned Persons) is a party to any agreement, contract,
      commitment or transaction with GTFV or affecting the business of GTFV, or has
      any interest in any property, whether real, personal or mixed, or tangible
      or
      intangible, used in or necessary to GTFV which will subject GTFV, CryoPort
      or
      the CryoPort Shareholders to any liability or obligation from and after the
      Closing Date.

    


    3.19 Trading
      and NASD Compliance.
      GTFV’s
      common stock is currently quoted on the Pink Sheets under the symbol “GTFV”, and
      GTFV is in compliance with all NASD requirements and currently has on file
      a
      Form 15c2-11, which is true, correct and complete as of the date hereof and
      the
      Closing Date. The Form 15c2-11 does no make any untrue statement of a material
      fact or omit to state a material fact necessary in order to make the statements
      made, in light of the circumstances under which they were made, not
      misleading.

    


    3.20
      Brokers,
      etc.
      GTFV is
      not obligated to pay any fee or commission to any broker, finder or other
      similar Person in connection with the transactions contemplated by this
      Agreement (other than any fees or commissions that are solely for the account
      of
      GTFV).

    


    


    ARTICLE
      IV

    


    REPRESENTATIONS
      AND WARRANTIES OF CRYOPORT

    


    CryoPort
      represents and warrants to GTFV and the GTFV shareholder that the statements
      contained in this Article IV are true and correct as of the date of this
      Agreement and will be true and correct as of the Closing as though made as
      of
      the Closing, except to the extent such representations and warranties are
      specifically made as of a particular date (in which case such representations
      and warranties will be true and correct as of such date).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      4.1. POWER AND AUTHORITY; Enforceability. \

     

    CryoPort
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of its jurisdiction of incorporation. CryoPort has all requisite capacity,
      power and authority to execute, deliver and perform this Agreement. The Board
      of
      the Directors of CryoPort approved the transactions contemplated hereby at
      a
      duly noticed meeting held on February 10, 2005. The share exchanged contemplated
      hereby was approved by CryoPort Shareholders owning in the aggregate 79% of
      the
      issued and outstanding stock of CryoPort at a duly noticed meeting held on
      February 26, 2005. No other corporate action on the part of CryoPort is
      necessary to authorize the execution and delivery by CryoPort of this Agreement
      or the consummation by it of the transactions contemplated hereby. This
      Agreement has been duly executed and delivered and, upon execution by CryoPort,
      will constitute a valid and legally binding obligation of CryoPort, enforceable
      against CryoPort in accordance with its terms, except (a) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
      of
      general application affecting enforcement of creditors' rights generally and
      (b)
      as limited by laws relating to the availability of specific performance,
      injunctive relief, or other equitable remedies.

    


    SECTION
      4.2 Capitalization.
      The
      authorized capital stock of CryoPort consists of 30,000,000 shares of common
      stock, no par value, and 5,000,000 shares of preferred stock, no par value,
      of
      which, as of the date hereof, there were 24,108,105 shares of common stock
      and
      nil shares of preferred stock, issued and outstanding. As of the date hereof,
      CryoPort has outstanding options and warrant to purchase 2,508,988 and 1,832,257
      shares of common stock, respectively. 

    


    SECTION
      4.3. OWNERSHIP; TRANSFERABILITY. CryoPort represents that, the its best
      knowledge, the CryoPort Shareholders are the legal and beneficial owner of
      the
      GTFV Shares, free and clear of any Encumbrance or restriction on transfer,
      other
      than (i) restrictions under the Act, (ii) restrictions reflected in a legend
      on
      the certificates representing the GTFV Shares.

    


    SECTION
      4.4. CONSENTS AND APPROVALS. Neither the execution, delivery and performance
      of
      this Agreement by CryoPort, nor the consummation by CryoPort of any transaction
      related hereto, will require any consent, approval, license, Order or
      authorization of, filing, registration, declaration or taking of any other
      action with, or notice to, any Person, other than such consents, approvals,
      filings or actions as may be required under the Federal securities laws which
      have or will be made.

    


    SECTION
      4.5. NO CONFLICTS. The execution and delivery by CryoPort of this Agreement,
      and
      the consummation of the transactions contemplated by this Agreement shall not,
      assuming the consents, approvals, filings or actions described in Section 4.4
      are made or obtained, as the case may be, (a) contravene, conflict with, or
      result in any violation or breach of any provision of the articles of
      incorporation or by-laws of CryoPort, (b) result in any violation or breach
      of,
      or constitute (with or without notice or lapse of time, or both) a default
      (or
      give rise to a right of termination, cancellation or acceleration of any
      obligation or loss of any benefit) under any of the terms, conditions or
      provisions of any note, bond, mortgage, indenture, lease, contract or other
      agreement, instrument or obligation to which CryoPort is a party or by which
      it
      or any of its properties or assets may be bound, or (c) conflict or violate
      any
      permit, concession, franchise, license, judgment, Order, decree, statute, law,
      ordinance, rule or regulation of any government, governmental instrumentality
      or
      court, domestic or foreign, applicable to CryoPort or any of its properties
      or
      assets, except in the case of (b) and (c) for any such conflicts, violations,
      defaults, terminations, cancellations or accelerations which would not,
      individually or in the aggregate, materially and adversely affect the GTFV
      Shares being conveyed by the CryoPort Shareholders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.6. RESTRICTED. CryoPort understands that the CryoPort Shares are characterized
      as "restricted securities" under the Federal securities laws and that under
      such
      laws and applicable regulations such securities may be resold without
      registration under the Act only in certain limited circumstances. 

    


    SECTION
      4.7. LEGENDS. It is understood that the certificate(s) evidencing the CryoPort
      Shares shall bear a legend substantially in the form below:

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT
      BE
      TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION
      STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
      STATE LAWS AND RULES OR UNLESS SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION
      OF THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATE LAWS AND
      RULES.

    


    SECTION
      4.8. BROKERS, etc. CryoPort is not obligated to pay any fee or commission to
      any
      broker, finder or other similar Person in connection with the transactions
      contemplated by this Agreement (other than any fees or commissions that are
      solely for the account of CryoPort).

    


    SECTION
      4.9. REVERSE SPLITS. CryoPort hereby agrees that following the consummation
      of
      the transactions contemplated hereby it not to effectuate a reverse split of
      its
      common stock for a period of 24 consecutive months thereafter. 

    


    ARTICLE
      V

    


    CONDITIONS
      PRECEDENT; RELATED COVENANTS

    


    SECTION
      5.1. CLOSING EFFORTS. Each of the parties hereto shall use its commercially
      reasonable efforts ("Reasonable Efforts") to take all actions and to do all
      things necessary, proper or advisable to consummate the transactions
      contemplated by this Agreement, including 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 transaction are
      satisfied.

    


    SECTION
      5.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF CRYOPORT AND GTFV. The obligations
      of CryoPort to transfer the CryoPort Shares and GTFV to transfer the GTFV Shares
      at the Closing are subject to the fulfillment of the condition that, at the
      Closing, the representations and warranties of GTFV and CryoPort set forth
      in
      this Agreement that are qualified as to materiality shall be true and correct
      in
      all respects, and all other representations and warranties of GTFV and CryoPort
      set forth in this Agreement shall be true and correct in all material respects,
      in each case as of the date of this Agreement and as of the Closing as though
      made as of the Closing, except to the extent such representations and warranties
      are specifically made as of a particular date (in which case such
      representations and warranties shall be true and correct as of such
      date).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.3 CRYOPORT
      COVENANTS. Upon execution of this Agreement, Cryoport will immediately cause
      to
      be delivered to the CryoPort Shareholders notice of the share exchange and
      the
      procedures to be followed to consummate the exchange contemplated hereby. In
      addition, as to those shareholders who did not consent to the transaction,
      CryoPort shall deliver to them the dissenter’s rights information required to be
      delivered pursuant to Chapter 13 of the General Corporation Law of California.
      

    


    SECTION
      5.4 INVESTMENT REPRESENTATION. In connection with the each CryoPort
      Shareholder’s exchange of such shareholders shares, GTFV’s transfer agent shall
      cause such shareholder to execute a representation in the form of the attached
      Exhibit A. 

    


    SECTION
      5.5 NAME CHANGE. Prior to the Closing, the GTFV Shareholder shall take all
      steps
      required by applicable law to obtain board and shareholder approval of a change
      in GTFV’s name to CryoPort, Inc. Following receipt of the required approvals,
      the appropriate documentation required to effect the name change shall be
      prepared and signed by an officer of GTFV, which documentation shall be filed
      with the Secretary of State of Nevada upon the Closing.

    


    SECTION
      5.6 OPTIONS AND WARRANTS. All options and warrants to purchase common stock
      of
      CryoPort outstanding as of the Closing, shall, upon the Closing be converted
      into options and warrants to purchase an equal number of shares of GTFV common
      stock at the same exercise prices.

    


    ARTICLE
      VI

    


    TERMINATION

    


    SECTION
      6.1. TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated and the
      transactions contemplated hereby may be abandoned at any time prior to the
      Closing by the written consent of each party hereto.

    


    SECTION
      6.2. TERMINATION BY EITHER GTFV OR CRYOPORT. This Agreement may be terminated
      (upon written notice from the terminating party hereto to the other party
      hereto) and the transactions contemplated hereby may be abandoned by action
      of
      any party hereto, if (a) the Closing shall not have occurred on or prior to
      ___________, 2005 (unless, as of such time, a minimum of 50.1% of the GTFV
      Shares have been tendered for exchange), or (b) any Federal, state or local
      government or any court, administrative agency or commission or other
      governmental authority or agency, domestic or foreign shall have issued a Law
      or
      Order permanently restraining, enjoining or otherwise prohibiting the
      transactions contemplated hereby and such Law or Order shall have become final
      and nonappealable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      6.3. EFFECT OF TERMINATION AND ABANDONMENT. In the event of termination of
      this
      Agreement pursuant to this Article VI hereof, no party hereto or, its directors
      or officers or other controlling persons shall have any liability or further
      obligation to any other party hereto pursuant to this Agreement, except that
      Article VIII hereof shall survive termination of this Agreement and nothing
      herein will relieve any party hereto from liability for any breach of this
      Agreement occurring prior to such termination.

    


    ARTICLE
      VII

    


    INDEMNIFICATION

    


    SECTION
      7.1 The GTFV Shareholder hereby agrees to defend, indemnify and hold harmless
      each of GTFV, CryoPort and the CryoPort Shareholders (each an “Indemnified
      Party”), from an against, and to reimburse each Indemnified Party with respect
      to, all liabilities, losses, costs and expenses, including, without limitation,
      reasonable attorneys’ fees and disbursements, asserted against or incurred by
      such Indemnified Party by reason of, arising out of, or in connection with
      any
      (i) transaction, act or omission to act by GTFV and/or any shareholder, director
      or officer thereof prior to the Closing Date, and (ii) material breach of any
      representation or warranty contained in this Agreement made by GTFV and/or
      the
      GTFV Shareholder or in any document or certificate delivered by GTFV and/or
      the
      GTFV Shareholder pursuant to the provisions of this Agreement or in any
      connection with the transactions contemplated thereby. As security for the
      foregoing indemnification obligation, the GTFV shareholder agrees to place
      into
      a mutually acceptable escrow 200,000 shares of GTFV common stock for a period
      of
      one year. The shares held in escrow shall be sold and the proceeds used to
      satisfy any indemnification claim that the GTFV and/or the GTFV Shareholder
      shall be required to satisfy pursuant to Section 7.3 below.

    


    Section
      7.2 Indemnity
      of GTFV.
      CryoPort agrees to defend, indemnify and hold harmless GTFV and the GTFV
      Shareholder from and against, and to reimburse the Company with respect to,
      all
      liabilities, losses, costs and expenses, including, without limitation,
      reasonable attorneys' fees and disbursements, asserted against or incurred
      by
      such Seller by reason of, arising out of, or in connection with any material
      breach of any representation or warranty contained in this Agreement and made
      by
      CryoPOrt or in any document or certificate delivered by CryoPort pursuant to
      the
      provisions of this Agreement or in connection with the transactions contemplated
      thereby.

    


    Section
      7.3 Indemnification
      Procedure.
      A party
      (an "Indemnified Party") seeking indemnification shall give prompt notice to
      the
      other party (the "Indemnifying Party") of any claim for indemnification arising
      under this Article VII. The Indemnifying Party shall have the right to assume
      and to control the defense of any such claim with counsel reasonably acceptable
      to such Indemnified Party, at the Indemnifying Party's own cost and expense,
      including the cost and expense of reasonable attorneys' fees and disbursements
      in connection with such defense, in which event the Indemnifying Party shall
      not
      be obligated to pay the fees and disbursements of separate counsel for such
      in
      such action. In the event, however, that such Indemnified Party's legal counsel
      shall determine that defenses may be available to such Indemnified Party that
      are different from or in addition to those available to the Indemnifying Party,
      in that there could reasonably be expected to be a conflict of interest if
      such
      Indemnifying Party and the Indemnified Party have common counsel in any such
      proceeding, or if the Indemnified Party has not assumed the defense of the
      action or proceedings, then such Indemnifying Party may employ separate counsel
      to represent or defend such Indemnified Party, and the Indemnifying Party shall
      pay the reasonable fees and disbursements of counsel for such Indemnified Party.
      No settlement of any such claim or payment in connection with any such
      settlement shall be made without the prior consent of the Indemnifying Party
      which consent shall not be unreasonably withheld.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    ARTICLE
      VIII

    


    GENERAL
      PROVISIONS; OTHER AGREEMENTS

    


    SECTION
      8.1. PRESS RELEASES. Other than any required filings under the Federal
      securities laws, none of the parties hereto will, without first obtaining the
      approval of the other, make any public announcement, directly or indirectly,
      regarding this Agreement, nor the nature of the transaction contemplated by
      this
      Agreement, to any person except as required by law or regulatory bodies and
      other than to the respective principals or other representatives of the Parties,
      each of whom shall be similarly bound by such confidentiality obligations.
      If
      any such press release or public announcement is so required by either party
      (except in the case of any disclosure required under the Federal securities
      laws
      to be made in a filing with the Securities and Exchange Commission), the
      disclosing party shall consult with the other parties prior to making such
      disclosure, and the parties shall use all reasonable efforts, acting in good
      faith, to agree upon a text for such disclosure which is satisfactory to each
      of
      the parties.

    


    SECTION
      8.2. TAX-FREE TRANSACTION. From and after the date of this Agreement, CryoPort
      shall use all reasonable efforts to cause the transactions contemplated hereby
      to qualify, and shall not knowingly take any actions or permit any actions
      to be
      taken that could reasonably be expected to prevent said transactions from
      qualifying as a "reorganization" under Section 368(a) of the Code. This
      Agreement shall be, and hereby is, adopted by CryoPort as a plan of
      reorganization for purposes of Section 368 of the Code.

    


    Section
      8.3 Survival
      of Representations, Warranties and Agreements.
      All
      representations and warranties and statements made by a party to in this
      Agreement or in any document or certificate delivered pursuant hereto shall
      survive the Closing Date for so long as the applicable statute of limitations
      shall remain open. Each of the parties hereto is executing and carrying out
      the
      provisions of this agreement in reliance upon the representations, warranties
      and covenants and agreements contained in this agreement or at the closing
      of
      the transactions herein provided for and not upon any investigation which it
      might have made or any
      representations, warranty, agreement, promise or information, written or oral,
      made by the other party or any other person other than as specifically set
      forth
      herein.

    


    Section
      8.4 Access
      to Books and Records.
      During
      the course of this transaction through Closing, each party agrees to make
      available for inspection all corporate books, records and assets, and otherwise
      afford to each other and their respective representatives, reasonable access
      to
      all documentation and other information concerning the business, financial
      and
      legal conditions of each other for the purpose of conducting a due diligence
      investigation thereof. Such due diligence investigation shall be for the purpose
      of satisfying each party as to the business, financial and legal condition
      of
      each other for the purpose of determining the desirability of consummating
      the
      proposed transaction. The parties further agree to keep confidential and not
      use
      for their own benefit, except in accordance with this Agreement any information
      or documentation obtained in connection with any such investigation. 

    


    Section
      8.5 Further
      Assurances.
      If, at
      any time after the Closing, the parties shall consider or be advised that any
      further deeds, assignments or assurances in law or that any other things are
      necessary, desirable or proper to complete the merger in accordance with the
      terms of this agreement or to vest, perfect or confirm, of record or otherwise,
      the title to any property or rights of the parties hereto, the parties agree
      that their proper officers and directors shall execute and deliver all such
      proper deeds, assignments and assurances in law and do all things necessary,
      desirable or proper to vest, perfect or confirm title to such property or rights
      and otherwise to carry out the purpose of this Agreement, and that the proper
      officers and directors the parties are fully authorized to take any and all
      such
      action.

    


    SECTION
      8.6. EXPENSES. Regardless of whether the transactions contemplated hereby are
      consummated, all legal and other costs and expenses incurred in connection
      with
      this Agreement and the transactions contemplated hereby shall be paid by the
      party hereto incurring such costs and expenses.

    


    SECTION
      8.7. GOVERNING LAW. This Agreement shall be governed by and construed
      in

    accordance
      with the laws of the State of Nevada without regard to the conflicts of laws
      provisions thereof.

    


    SECTION
      8.5. HEADINGS. Article and Section headings used in this Agreement are for
      convenience only and shall not affect the meaning or construction of this
      Agreement.

    


    SECTION
      8.6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
      the parties hereto and supersedes all prior agreements and understandings,
      both
      written and oral, with respect to the subject matter hereof.

    


    SECTION
      8.7. AMENDMENT. Any term of this Agreement may be modified or amended only
      by an
      instrument in writing signed by each of the parties hereto.

    


    SECTION
      8.8. SEVERABILITY. If one or more provisions of this Agreement are held to
      be
      unenforceable under applicable law, such provision shall be excluded from this
      Agreement and the balance of the Agreement shall be interpreted as if such
      provision were so excluded and shall be enforced in accordance with its
      terms.

    


    SECTION
      8.9. NOTICES. All
      communications, notices, requests, consents or demands given or required under
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered to, or received by prepaid registered or certified mail or
      recognized overnight courier addressed to, or upon receipt of a facsimile sent
      to, the party for whom intended, as follows, or to such other address or
      facsimile number as may be furnished by such party by notice in the manner
      provided herein:

    


    CryoPort
      Systems, Inc.

    451
      Atlas
      Street

    Brea,
      California 92821

    Phone
      714-256-6104

    Fax
      714-256-6110

    Peter
      Berry, President and Chief Executive Officer 

    


    AND,

    


    G
      T 5-Limited

    36181
      East Lake Rd.,

    1112
      Suite 170

    Palm
      Harbor, FL34685

    Fax
      727-937-1074

    Phone
      727-937-4374 or 727-204-4627

    Dante
      M.
      Panella, President

    


    SECTION
      9. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
      each of which shall be deemed an original but all of which together shall
      constitute one and the same instrument. Signatures on this Agreement may be
      communicated by facsimile transmission and shall be binding upon the parties
      hereto so transmitting their signatures. Counterparts with original signatures
      shall be provided to the other parties hereto following the applicable facsimile
      transmission; provided that the failure to provide the original counterpart
      shall have no effect on the validity or the binding nature of this
      Agreement.

    


    


    


    


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      page follows


    
      
        
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    Signature
      page to Stock Exchange Agreement

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Stock Exchange Agreement
      to
      be duly executed and delivered as of the date set forth above.

    


    CryoPort
      Systems, Inc.     G
      T 5-Limited

    


    


    


    By:_/s/
      Patrick
      L. Mullens_ _     By:/s/
      Dante M. Panella 

    Patrick
      Mullens, M.D., President     Dante
      M.
      Panella, President

    


    



    
      
        
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