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                                                                     Exhibit 2.1

                            SHARE PURCHASE AGREEMENT

         THIS SHARE PURCHASE AGREEMENT (the "AGREEMENT") is hereby entered into
this 23 day of September 2005 (the "EFFECTIVE DATE") by and between BIOPAD LTD.
an Israeli private company No. 51-366209-8, with offices at 12 Tfutsot Israel,
Givatayim (the "COMPANY") and SYNOVA PRE-NATAL HEALTHCARE, INC. with offices at
1400 North Providence Road, Suite 6010, Media, Pennsylvania 19063 (the
"PURCHASER" and collectively, the Purchaser with the Company, the "PARTIES").


                                   WITNESSETH:

         WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company to raise capital by means of the
issuance of the Company's Ordinary Shares, par value NIS 1.0 per share, of the
Company (the "ORDINARY SHARES"), constituting immediately following their
issuance to the Purchaser 25% of the issued and outstanding share capital of the
Company on an as converted and fully diluted basis on the terms and conditions
more fully set forth in this Agreement; and

         WHEREAS, the Purchaser desire to purchase, and the Company desires to
issue and sell, Ordinary Shares, under the terms and conditions of this
Agreement.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the Parties hereby agree as follows:


1.       ISSUANCE AND PURCHASE OF THE ORDINARY SHARES.

         Subject to the terms and conditions hereof, the Company shall issue and
         allot to the Purchaser, and the Purchaser shall purchase from the
         Company, an aggregate amount of 350 Ordinary Shares (the "SHARES"), in
         consideration for the aggregate amount of US$ 2,630,000 (the "PURCHASE
         PRICE"), and constituting 25% of the issued and outstanding shares of
         the Company on a fully diluted basis (after giving effect to the
         conversion and exercise of all convertible securities, options and
         warrants as well as all other rights of any kind to acquire shares of
         the Company), except the Pool (as defined below) and after giving
         effect to all anti dilution rights and adjustments that may be
         activated as a result of the transactions contemplated herein) and
         having the rights, preferences and privileges set forth in the Amended
         and Restated Articles of Association of the Company (the "AMENDED
         ARTICLES") in the form that is attached hereto as SCHEDULE 1.

2.       PAYMENT OF THE PURCHASE PRICE

         2.1      The Purchaser shall pay to the Company the Purchase Price as
                  follows:

                  2.1.1    The amount of US $250,000 - On the Effective Date and
                           upon the Company's delivery of the documents as set
                           forth and required by Section 3.3., constituting the
                           good faith payment of $10,000 pursuant to the Side
                           Letter date September 6, 2005 among the Parties
                           hereto and the cash payment of $240,000 on the
                           Effective Date.

                  2.1.2    The amount of US $500,000 - On November 15, 2005,
                           subject to the provisions specified in Section 6.2.2.

                  2.1.3    The amount of US $500,000 - On March 1, 2006, subject
                           to the provisions specified in Section 7.

                  2.1.4    The amount of US $1,380,000 - On August 25, 2006,
                           subject to the provisions specified in Section 7.

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         2.2      All the payments shall be paid and transferred by way of a
                  bank transfer to the Company's account, as instructed by the
                  Company or by such other form of payment as agreed in writing
                  between the Parties.

3.       ADDITIONAL AGREEMENTS AND DOCUMENTS

         3.1      Simultaneously with the signature of this Agreement, the
                  parties hereto shall execute the Shareholders' Agreement by
                  and among the Company, the Original Shareholders as such is
                  set forth and defined therein and the Purchaser (the
                  "SHAREHOLDERS' AGREEMENT").

         3.2      It is specifically clarified and agreed that if this Agreement
                  shall be terminated, the Shareholders' Agreement and the
                  Distribution Agreement dated September 6, 2005 between the
                  Company and the Purchaser (the "DISTRIBUTION AGREEMENT") shall
                  each be terminated automatically.

         3.3      Upon the signature of this Agreement the Company shall deliver
                  to the Purchaser the following documents:

                  3.3.1    Copy of a resolution of the Company's Board of
                           Directors approving the signature and execution of
                           this Agreement, the Shareholders' Agreement and the
                           Distribution Agreement (collectively, the
                           "TRANSACTION AGREEMENTS") and empowering Hanoch
                           Kaftzan to sign all the Transaction Agreements in the
                           name and on behalf of the Company.

                  3.3.2    Waiver of the Original Shareholders (as defined in
                           the Shareholder's Agreement) of their pre-emptive
                           right in respect of the issue of the Shares to the
                           Purchaser under this Agreement.

                  3.3.3    An Opinion of Shiboleth, Yisraeli, Roberts, Zisman &
                           Co., counsel to the Company, in the form attached
                           hereto as SCHEDULE 3.3.3.

                  3.3.4    A Letter Agreement in substantially the same form
                           that is attached hereto and set forth on SCHEDULE
                           3.3.4 for the benefit of the Company with each
                           individual that is so identified on such Schedule.

         3.4      Upon the signature of this Agreement the Purchaser shall
                  deliver to the Company the following documents:

                  3.4.1    Copy of a resolution of the Purchaser's Board of
                           Directors approving the signature of Transaction
                           Agreements and empowering Stephen E. King to sign the
                           Transaction Agreements in the name and on behalf of
                           the Purchaser.

                  3.4.2    An Opinion of Blank Rome LLP, counsel to the
                           Purchaser, in the form attached hereto as SCHEDULE
                           3.4.2.

4.       THE POOL

         4.1      It is agreed between the parties hereto that after the
                  execution of this Agreement, the Board of Directors of the
                  Company shall adopt a Stock Option Plan for employees,
                  executives, directors, consultants and service providers of
                  the Company of up to 10% of the issued and outstanding shares
                  of the Company, after the issuance of the Shares, according to
                  terms and conditions to be decided by the Board of Directors
                  of the Company (the "POOL"); provided, however, that any
                  options granted from the Pool shall (i) not have an exercise
                  price that is

                                       -2-

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                  less than (a) US$ 625 per Share for the persons specified in
                  SCHEDULE 4.1, attached hereto, and (b) for such persons that
                  are not so listed on SCHEDULE 4.1 its fair market value at the
                  time of its related grant; and (ii) vest over a four year
                  period from the date of its related grant.

         4.2      It is specifically clarified and agreed that the Purchaser
                  together with the Original Shareholders shall be equally
                  diluted in case options so granted and exercised from the
                  Pool.

5.       PRE-CONDITIONS TO THE CLOSING

         5.1      The Purchaser has informed the Company that the purchase of
                  the Shares and the payment of the Purchase Price, as specified
                  in Sections 2.1.3-2.1.5, are subject to the Purchaser
                  successfully raising the capital.

         5.2      If such capital raise shall fail, then the following terms and
                  conditions shall apply:

                  5.2.1    The Purchaser shall have the right either to have the
                           Closing and pay the Purchase Price from other sources
                           or to terminate this Agreement.

                  5.2.2    If the Purchaser shall terminate this Agreement in
                           accordance with Section 5.2.1 (i) the Company shall
                           have the option, until November 30, 2006, either to
                           repay the amount of US $250,000, paid by the
                           Purchaser according to Sections 2.1, or to issue and
                           allot to the Purchaser respective portion of the
                           shares with respect to the abovementioned amount; and
                           (ii) all the Transaction Agreements shall be
                           terminated.

6.       THE CLOSING

         6.1      The Closing shall take place on November 15, 2005 at the
                  offices of Blank Rome LLP or at such other time and place as
                  the parties shall agree in writing (the "CLOSING").

         6.2      At the Closing the Purchaser shall:

                  6.2.1    Execute the Escrow Agreement in such form that is
                           agreed to by the Parties hereto on or before November
                           15, 2005 (the "ESCROW AGREEMENT"), as shall be
                           drafted upon the principles specified in Section 7
                           hereinafter.

                  6.2.2    Pay to the Company the amount of US$ 500,000, against
                           delivery to the Purchaser of a statement signed by
                           the General Manager (the "MANKAL") of the Company and
                           the Chief Executive Officer of the Purchaser
                           declaring that the Company has reached Milestone 1 as
                           specified in SCHEDULE 7.4.1 attached hereto; provided
                           that if the Company has not reached Milestone 1 by
                           the Closing, the Purchaser shall have the right to
                           extend the due date of Milestone 1 to an extended
                           date or dates (as many times as it so such chooses)
                           in its sole and absolute discretion and in accordance
                           with such the Purchaser shall only be required to so
                           transfer the dollar amount specified in this Section
                           6.2.2 at the extended date or dates upon its receipt
                           of the related statement so referenced above in this
                           Section.

                  6.2.3    Deposit the amount of US $1,880,000 in the Escrow
                           Account.

                  6.2.4    Deliver to the Company a copy of the resolution of
                           the Board of Directors of the Purchaser approving the
                           signature and execution of the Escrow Agreement and
                           empowering Stephen E. King to sign in the name and on
                           behalf of the Purchaser on the Escrow Agreement.

                                       -3-

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                  6.2.5    Provide the Company with an Opinion of Blank Rome
                           LLP, the counsel to the Purchaser, in the form
                           attached hereto as SCHEDULE 6.2.5.

         6.3      At the Closing the Company shall:

                  6.3.1    Execute the Escrow Agreement.

                  6.3.2    Deliver to the Purchaser a copy of resolution of the
                           Board of Directors of the Company:

                           (i)      approving the signature and execution of the
                                    Escrow Agreement and empowering Hanoch
                                    Kaftzan to sign in the name and on behalf of
                                    the Company on the Escrow Agreement.

                           (ii)     To issue and allot to the Purchaser 100
                                    ordinary shares of the Company, a respective
                                    portion of the Shares to the amount of US
                                    $750,000 that was paid by the Purchaser.

                           (iii)    To register the said shares in the Company
                                    Shares Register and to report to the
                                    Registrar of Companies the allotment to the
                                    Purchaser.

                  6.3.3    Deliver to the Purchaser a copy of a resolution of
                           the Original Shareholder, signed by all the Original
                           Shareholders:

                           (i)      Approving the Amended Articles, in the
                                    English language.

                           (ii)     Appointing Stephen E. King or such other
                                    person that the Purchaser may designate as
                                    a Director of the Company, as a Synova
                                    Director in accordance with the
                                    Shareholders' Agreement.

                  6.3.4    Deliver to the Purchaser a certificate of the CEO of
                           Company, dated as of the Closing, confirming (a) the
                           truth and correctness of all of the representations
                           and warranties of Company contained herein as of the
                           Closing and as of all times between the date hereof
                           and the Closing, and (b) that all agreements and
                           covenants of Company specified herein have been
                           complied with.

                  6.3.5    Provide the Purchaser with an opinion of Shiboleth,
                           Yisraeli, Roberts, Zisman & Co., the Counsels of the
                           Company, regarding the abovementioned resolution
                           substantially in the form of SCHEDULE 3.3.3.

                  6.3.6    To issue to the Purchaser a Certificate evidencing
                           its ownership of 100 ordinary shares of the Company.

                  6.3.7    Deliver to the Purchaser employment and consultant
                           agreements with all of the Company's Key Employees
                           and consultants.

         6.4      All actions at the Closing as abovementioned shall take place
                  simultaneously.

7.       ESCROW AGREEMENT

         The Escrow Agreement shall be based on the following principles:

                                       -4-

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         7.1      The Escrow Agent shall jointly be law firms of Blank Rome LLP
                  and Shiboleth, Yisraeli, Roberts, Zisman & Co. (collectively,
                  the "ESCROW AGENT") and Blank Rome LLP shall be the
                  administrative agent on behalf of the Escrow Agent.

         7.2      The Escrow Account shall be on the name and shall be managed
                  and operated by the Escrow Agent.

         7.3      The Escrow Agent shall invest the amount deposited in the
                  Escrow Account in an interest bearing investment as instructed
                  by the Parties.

         7.4      The Escrow Agent shall be irrevocably instructed to transfer
                  to the Company:

                  7.4.1    The amount of US $500,000 on March 1, 2006, against
                           delivery to the Escrow Agent of: (i) a statement
                           signed by Mankal of the Company and the Chief
                           Executive Officer of the Purchaser, declaring that
                           the Company has reached Milestone 2 as specified in
                           SCHEDULE 7.4.1, (ii) a copy of resolution of the
                           Board of Directors of the Company to issue and allot
                           to the Purchaser 67 Ordinary Shares and to register
                           it in the name of the Purchaser in the Company Share
                           Register and to report to the Registrar of Companies,
                           and (iii) a certificate of the Mankal of Company,
                           dated March 1, 2006, confirming the truth and
                           correctness of all of the representations and
                           warranties of Company contained herein as of the
                           March 1, 2006.

                  7.4.2    The amount of US $1,380,000 on August 25, 2006
                           against delivery to the Escrow Agent of: (i) a
                           statement signed by the Mankal of the Company and the
                           CEO of the Purchaser declaring that the Company has
                           reached Milestone 3 as specified in SCHEDULE 7.4.1;
                           and (ii) a copy of resolution of the Board of
                           Directors of the Company to issue and allot to the
                           Purchaser 183 Ordinary Shares and to register it in
                           the name of the Purchaser in the Company Share
                           Register and to report to the Registrar of Companies,
                           and (iii) a certificate of the Mankal of Company,
                           dated August 25, 2006, confirming the truth and
                           correctness of all of the representations and
                           warranties of Company contained herein as of the
                           August 25, 2006.

                  7.4.3    In case the Company does not reach the related
                           Milestone as such is stated in Sections 7.4.1, and/or
                           7.4.2 above at the corresponding Milestone completion
                           date as stated therein, the related date shall be
                           automatically extended for 30 days, and the Escrow
                           Agent shall, upon its receipt of the related
                           statement, resolutions and certificates so referenced
                           in each such Section, transfer the amounts specified
                           in the corresponding above at the extended date.

                  7.4.4    Without derogating from the provisions of Section
                           7.4.3 above, the Purchaser shall have the right to
                           extend the dates of any Milestone as stated in
                           Section 7.4.1 and/or 7.4.2 above to an extended date
                           or dates (as many times as it so chooses) as shall be
                           decided by the Purchaser and in such event the Escrow
                           Agent shall, upon receipt of the related statement,
                           resolutions and certificates so referenced in each
                           such Section, transfer the amount specified in
                           Section 7.4.1 and 7.4.2 at the extended dates as such
                           may be set forth by the Purchaser in accordance with
                           this Section 7.4.4.

                  7.4.5    If the Company shall not meet the extended milestone
                           as specified in Section 7.4.3 or in Section 7.4.4
                           above, at the Purchasers request the Escrow Agent
                           shall return and transfer to the Purchaser the amount
                           then deposited in the Escrow Account.

                  7.4.6    Upon the completion of any Milestone as stated in
                           Section 7.4.1 and/or 7.4.2 above, the Company shall
                           issue to the Purchaser a Certificate evidencing the

                                      -5-

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                           Purchasers ownership of such Shares that it is
                           entitled to receive with respect to a given
                           Milestone.

         7.5      The profits (interest) accumulated in the Escrow Account shall
                  belong to the Purchaser and will be transferred by the Escrow
                  Agent to the Purchaser simultaneously with the transfer of the
                  abovementioned amounts to the Purchaser.

8.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth on
         the Schedule of Exceptions attached hereto as SCHEDULE 8, the Company
         hereby represents and warrants to the Purchaser that the statements
         contained in this Section 8 are true, complete and correct as of the
         date of the Effective Date, the Closing and the Company satisfying each
         milestone so referenced in Section 7.4 hereof, and acknowledges that
         the Purchaser is entering into this Agreement in reliance thereon, as
         follows:

         8.1      ORGANIZATION.

                  8.1.1    The Company is duly organized and validly existing
                           under the laws of the State of Israel. The Company
                           has all requisite power and authority to execute and
                           deliver this Agreement, the Shareholders' Agreement,
                           the Escrow Agreement and the other agreements,
                           certificates or other instruments contemplated hereby
                           or thereby, which are ancillary hereto or thereto
                           (collectively, the "TRANSACTION DOCUMENTS"), and to
                           consummate the transactions contemplated hereby and
                           thereby. The Articles of Association of the Company
                           (the "ARTICLES OF ASSOCIATION") as in effect prior to
                           the Closing are attached hereto as SCHEDULE 8.1.1.
                           The Company has all requisite corporate power and
                           authority to own, lease and operate its properties
                           and to conduct its business as heretofore conducted
                           and has not taken any action or failed to take any
                           action, which action or failure would preclude or
                           prevent the Company from conducting its business
                           after the signature of this Agreement in
                           substantially the manner heretofore conducted. The
                           Company is duly qualified to do business and in good
                           standing (in jurisdictions in which such term is
                           applicable) in each jurisdiction in which the Company
                           currently conducts business.

                  8.1.2    The minute books of the Company which have been
                           provided to the Purchaser contain accurate and
                           complete copies of the minutes of every meeting of
                           the Company's shareholders and Board of Directors
                           (and any committee thereof). No resolutions have been
                           passed, enacted, consented to or adopted by the
                           directors (or any committee thereof) or shareholders
                           of the Company, except for those contained in such
                           minute books. The corporate records of the Company
                           have been maintained in accordance with all
                           applicable statutory requirements and are complete
                           and accurate in all respects.

         8.2      SHARE CAPITAL.

                  8.2.1    The registered share capital of the Company as of the
                           date of this Agreement is one hundred thousand New
                           Israeli Shekels (NIS 100,000) divided into 100,000
                           Ordinary Shares, par value of NIS 1.0 each, of the
                           Company.

                  8.2.2    Since its date of incorporation, there has been no
                           declaration or payment by the Company of dividends,
                           or any distribution of any assets of any kind to any
                           of its shareholders in redemption of or as the
                           purchase price for any of the Company's securities.

                  8.2.3    The shareholders of record and holders of
                           subscriptions, warrants, options, convertible
                           securities and other rights (contingent or others) to
                           purchase or

                                      -6-

<PAGE>

                           otherwise acquire equity securities of the Company,
                           immediately prior to the date of this Agreement, are
                           as set forth in SCHEDULE 8.2.3 attached hereto (the
                           "CAPITALIZATION TABLE").

                  8.2.4    Except for the transactions contemplated by this
                           Agreement and except as described in the
                           Capitalization Table, there are no other share
                           capital, convertible securities or outstanding or
                           committed warrants, options or other rights to
                           subscribe for, purchase or acquire from the Company
                           any share capital of the Company; there are no
                           contracts or binding commitments providing for the
                           issuance of, or the granting of rights to acquire,
                           any share capital of the Company or under which the
                           Company is, or may become, obligated to issue any of
                           its securities.

                  8.2.5    All issued and outstanding share capital of the
                           Company has been duly authorized and is validly
                           issued and outstanding and fully paid and
                           non-assessable. The Shares, when issued and sold in
                           accordance with this Agreement (i) will be duly
                           authorized, validly issued, fully paid,
                           non-assessable and free of any preemptive rights;
                           (ii) will have the rights, preferences, privileges
                           and restrictions set forth in the Amended Articles;
                           (iii) will be free and clear of any liens, claims,
                           encumbrances or third party rights of any kind
                           (except as specified in the Transaction Documents and
                           in the Amended Articles) and duly registered in the
                           name the Purchaser in the Company's share register.

                  8.2.6    Except as set forth in the Transaction Documents and
                           the Amended Articles, there are no voting or other
                           agreements with respect to the share capital of the
                           Company or any agreement relating to the issuance,
                           sale, redemption, transfer or other disposition of
                           the share capital of the Company to which the Company
                           is a party, or of which the Company has knowledge of.

         8.3      DIRECTORS, OFFICERS. The directors and officers of the Company
                  are as listed SCHEDULE 8.3 attached hereto. Except as set
                  forth in the Transaction Documents and the Amended Articles,
                  the Company has no agreement, obligation or commitment with
                  respect to the election of any individual or individuals to
                  the Board of Directors of the Company and there is no voting
                  agreement or other arrangement among the Company's
                  shareholders regarding such elections.

         8.4      AUTHORIZATION; APPROVALS. All corporate action on the part of
                  the Company necessary for the authorization, execution,
                  delivery, and performance of all its obligations under this
                  Agreement has been (or will be) taken prior to the Closing.
                  Each of the Transaction Documents will be at or prior to the
                  Closing duly and validly executed and delivered by the Company
                  and (assuming the due authorization, execution and delivery by
                  the Purchaser), when executed and delivered by or on behalf of
                  the Company, shall constitute the valid and legally binding
                  obligations of the Company, legally enforceable against the
                  Company in accordance with its terms. No consent, approval,
                  order, license, permit, action by, or authorization of or
                  designation, declaration, or filing with any governmental
                  authority or any other person or entity on the part of the
                  Company is required that has not been, or will not have been,
                  obtained by the Company prior to the Closing in connection
                  with the valid execution, delivery and performance of this
                  Agreement and the other Transaction Documents.

         8.5      SUBSIDIARIES. The Company has no subsidiaries and does not
                  own, directly or indirectly, any shares of capital stock or
                  other security of any other entity or any other investment in
                  any other entity.

                                       -7-


<PAGE>

         8.6      COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in
                  default neither: (a) under its Articles of Association or
                  other formation documents or governing instrument (the
                  "GOVERNING INSTRUMENTS"); nor (b) under any material note,
                  indenture, mortgage, lease, agreement, contract, purchase
                  order or other instrument, document or agreement to which the
                  Company is a party or by which it or any of its property is
                  bound or affected (the "AGREEMENTS"); nor (c) with respect to
                  any law, statute, ordinance, regulation, order, writ,
                  injunction, decree, or judgment of any court or any
                  governmental department, commission, board, bureau, agency or
                  instrumentality, domestic or foreign (the "LAWS AND
                  REGULATIONS"), which default, in any such case described
                  above, would materially adversely affect or in the future is
                  reasonably likely to materially adversely affect the Company's
                  business, condition (financial or otherwise), affairs,
                  operations or assets.

         8.7      NO BREACH. Neither the execution and delivery of any of the
                  Transaction Documents nor the consummation of the transactions
                  contemplated hereby and thereby nor compliance by the Company
                  with the terms and provisions hereof and thereof will conflict
                  with, or result in a material breach or violation of, any of
                  the terms, conditions or provisions of the Governing
                  Instruments, Agreements or Laws and Regulations. Such
                  execution, delivery, consummation and compliance will not: (a)
                  give to others any rights, including rights of termination,
                  cancellation or acceleration, in or with respect to any
                  agreement, contract or commitment referred to in this
                  paragraph or to any other agreement which any of the
                  properties of the Company are subject, or will result in the
                  creation of any encumbrance, charge or lien on such
                  properties; or (b) otherwise require the consent or approval
                  of any person, which consent or approval has not heretofore
                  been obtained.

         8.8      OWNERSHIP OF ASSETS. Full and accurate details of the
                  Company's tangible properties and assets are contained in
                  SCHEDULE 8.8 attached hereto. The Company has good and
                  marketable title to, or holds interests as lessee under leases
                  in full force and effect all of the properties and assets used
                  in connection with its business or otherwise owned or leased
                  by it, and such properties or assets are not subject to any
                  mortgage or other liens. The Company does not own any real
                  property.

         8.9      INTELLECTUAL PROPERTY AND OTHER INTANGIBLE ASSETS.

                  8.9.1    The Company owns or has the right to use, free and
                           clear of all liens and restrictions, all patents,
                           trademarks, service marks, trade names and
                           copyrights, and applications, licenses and rights
                           with respect to the foregoing, and all trade secrets,
                           including know-how, inventions, designs, processes,
                           works of authorship, computer programs and technical
                           data and information to be used by the Company in
                           connection with its business or research or
                           development as now conducted and as proposed to be
                           conducted [to be checked] (the "INTELLECTUAL
                           PROPERTY"). SCHEDULE 8.9.1 attached hereto sets forth
                           all the Intellectual Property, including the
                           Company's patents and patent applications and
                           including further the Intellectual Property that was
                           assigned to it by the Founders.

                  8.9.2    To the Company's best knowledge, information and
                           belief, the Intellectual Property and the Company's
                           conduct of its business as now conducted and as
                           proposed to be conducted is not infringing upon or
                           violating any intellectual property right of others,
                           including, without limitation, with respect to any
                           Company employees' or consultants' (including the
                           Founders) past and present employers, and no party is
                           infringing upon or violating any Intellectual
                           Property rights of the Company.

                  8.9.3    There are no outstanding options, licenses or
                           agreements of any kind relating to the foregoing, nor
                           is the Company bound by or a party to any options,
                           licenses or


                                      -8-

<PAGE>

                           agreements of any kind with respect to the
                           Intellectual Property of any other person or entity.

                  8.9.4    The Company is not obligated or under any liability
                           whatsoever to make any payments by way of royalties,
                           fees or otherwise to any owner or licensee of, or
                           other claimant to, any patent, trademark, service
                           mark, trade name, copyright or other intangible
                           asset, with respect to the use thereof or in
                           connection with the conduct of the Company's business
                           as now conducted and as proposed to be conducted.

                  8.9.5    The Company has not received any communications
                           alleging that the Intellectual Property has violated,
                           or the Company's conduct of its business as now
                           conducted and as proposed to be conducted would
                           violate, any of the patents, trademarks, service
                           marks, trade names, copyrights or trade secrets or
                           other proprietary rights of any other person or
                           entity, nor is the Company aware of any basis for
                           such allegation.

                  8.9.6    Any and all Intellectual Property of any kind which
                           has been developed, is currently being developed, or
                           will be developed in the future, by any employee or
                           consultant of the Company (i) which relates to the
                           Company's business or research or development, (ii)
                           which is developed in whole or in part on the
                           Company's time or with the use of any of the
                           Company's equipment, supplies, facilities or trade
                           secret information, or (iii) which results directly
                           or indirectly from any work performed by the
                           employees or consultants for the Company, is and
                           shall be the sole property of the Company. The
                           Company has taken security measures to protect the
                           secrecy and confidentiality of all the Intellectual
                           Property, which measures are reasonable and customary
                           in the industry in which the Company operates.

                  8.9.7    To the Company's knowledge, the Company's employees
                           or consultants are not obligated under any contract
                           (including licenses, covenants or commitments of any
                           nature) or other agreement, or subject to any
                           judgment, decree or order of any court or
                           administrative agency, that would interfere with the
                           use of such employee's or consultant's best efforts
                           to promote the interests of the Company or that would
                           conflict with the Company's business as now conducted
                           and as proposed to be conducted. To the Company's
                           knowledge, neither the execution nor delivery of this
                           Agreement, nor the carrying on of the Company's
                           business by the employees or consultants of the
                           Company, nor the conduct of the Company's business as
                           proposed to be conducted, will conflict with or
                           result in a breach of the terms, conditions or
                           provisions of, or constitute a default under, any
                           contract, covenant or instrument under which such
                           employee or consultant was or is now obligated. To
                           the Company's knowledge, it is not, and will not
                           become, necessary to utilize any inventions of the
                           Company's employees or consultants (or people the
                           Company currently intends to hire) made prior to
                           their employment by the Company other than those that
                           have been validly assigned to the Company.

                  8.9.8    LITIGATION. No action, proceeding or governmental
                           inquiry or investigation is pending nor to the
                           Company's best knowledge, threatened against the
                           Company or any of the Company's officers, directors
                           or employees (in their capacity as such) or any of
                           the Company's properties before any court,
                           arbitration board or tribunal or administrative or
                           other governmental agency, nor is the Company aware
                           that there is any basis for the foregoing. There is
                           no action, suit, proceeding or investigation by the
                           Company currently pending or that the Company intends
                           to initiate.

                                      -9-
<PAGE>


                  8.9.9    Taxes. The Company has not been required to file any
                           tax returns or tax reports to date. There is no
                           pending dispute or review with any taxing authority
                           relating to any tax matter of the Company.

                  8.9.10   BROKERS. No agent, broker, investment banker, person
                           or firm acting in a similar capacity on behalf of or
                           under the authority of the Company is or will be
                           entitled to any broker's or finder's fee or any other
                           commission or similar fee, directly or indirectly, on
                           account of any action taken by the Company in
                           connection with any of the transactions contemplated
                           under this Agreement.

                  8.9.11   FINANCIAL CONDITION. The liabilities of the Company
                           were incurred in the ordinary course of the Company's
                           business. Since the Company's incorporation, the
                           Company has been operated in the ordinary course of
                           business, and other than as set forth in SCHEDULE
                           8.9.11 attached hereto, there has not been:

                           8.9.11.1 any damage, destruction or loss, whether or
                                    not covered by insurance, materially and
                                    adversely affecting the assets, properties,
                                    conditions (financial or otherwise),
                                    operating results or business of the
                                    Company;

                           8.9.11.2 any waiver by the Company of a valuable
                                    right or of a material debt owed to it;

                           8.9.11.3 any satisfaction or discharge of any
                                    material lien, material claim or material
                                    encumbrance or payment of any material
                                    obligation by the Company;

                           8.9.11.4 any loans received by the Company, or made
                                    by the Company (including loans to its
                                    employees, officers, or directors, other
                                    than travel advances made in the ordinary
                                    course of business);

                           8.9.11.5 any sale, transfer or lease of, except in
                                    the ordinary course of business, or mortgage
                                    or pledge of imposition of lien on, any of
                                    the Company's assets; or

                           Since the Company's incorporation:

                           8.9.11.6 the Company has not entered into any
                                    transaction in excess of $5,000 per
                                    transaction or greater than $15,000 in the
                                    aggregate as to both; all except for any
                                    transactions entered into in the ordinary
                                    course of business;

                           8.9.11.7 The Company has no debt or liability of any
                                    nature whatsoever, fixed or variable or
                                    contingent, except as shown on SCHEDULE
                                    8.9.11 attached hereto.

                           8.9.11.8 Except as shown on SCHEDULE 8.9.11 attached
                                    hereto, there are no material outstanding
                                    debts owed to the Company, and no bad or
                                    doubtful debts appear on the Company's books
                                    as of the date hereof.

                  8.9.12   CONTRACTS. SCHEDULE 8.9.12 attached hereto contains a
                           true and complete list of all material contracts and
                           agreements to which the Company is a party or by
                           which its property is bound. Each of such contracts
                           and agreements is in full force and effect, and
                           neither the Company nor to the knowledge of the
                           Company any other party

                                      -10-

<PAGE>

                           thereto is in breach thereof. True and correct copies
                           of all such contracts have been delivered to the
                           Purchaser.

                  8.9.13   EMPLOYEES.

                           8.9.13.1 SCHEDULE 8.9.13.1 attached hereto lists all
                                    employees and consultants of the Company.
                                    All employees of the Company have signed
                                    non-competition, assignment of invention and
                                    confidentiality undertakings toward the
                                    Company. True and correct copies of such
                                    agreements have been delivered to the
                                    Purchaser.

                           8.9.13.2 Except as set forth on SCHEDULE 8.9.13.1
                                    attached hereto, the Company has no
                                    employment or consulting contracts, deferred
                                    compensation agreements or bonus, incentive,
                                    profit-sharing, or pension plans currently
                                    in force and effect, or any understanding
                                    with respect to any of the foregoing.

                           8.9.13.3 The Company has complied with all material
                                    legislative or other material official
                                    provisions relating to employees and with
                                    their terms and conditions of employment and
                                    has made all deductions and payments to the
                                    Income Tax Authorities and the National
                                    Insurance Institute as required by law.

                  8.9.14   GOVERNMENTAL GRANTS. The Company has not applied for
                           or received any grant or allowance from any
                           governmental authority.

                  8.9.15   INTERESTED PARTY TRANSACTIONS. Except as specified in
                           SCHEDULE 8.9.15 attached hereto, the Company
                           represents and warrants that no officer, director,
                           shareholder of the Company, or any affiliate of any
                           such person or entity of the Company, has or has had,
                           either directly or indirectly, (a) an interest in any
                           person or entity which (i) furnishes or sells
                           services or products which 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 the
                           Company is a party or by which it may be bound or
                           affected, except for normal compensation for services
                           for employees which has been disclosed in writing to
                           the Purchaser and which have been duly approved by
                           the Board of Directors and/or the shareholders of the
                           Company. There are no existing arrangements or
                           proposed transactions between the Company and any
                           officer, director, or holder of the capital stock of
                           the Company, or any affiliate or associate of any
                           such person. No employee, shareholder, officer, or
                           director of the Company is indebted to the Company,
                           nor is the Company indebted (or committed to make
                           loans or extend or guarantee credit) to any of them.

                  8.9.16   FULL DISCLOSURE. All facts and information with
                           regard to the condition and business of the Company
                           that would reasonably be considered as material for
                           disclosure to an entity intending to invest in the
                           shares of the Company have been disclosed to the
                           Purchaser. Neither this Agreement nor any other
                           Transaction Document or any certificate made or
                           delivered in connection herewith or therewith
                           contains any untrue statement of a material fact or
                           omits to state a material fact necessary to make the
                           statements herein or therein not misleading, in view
                           of the circumstances in which they were made.

                  8.9.17   EFFECTIVENESS; SURVIVAL; INDEMNIFICATION. In the
                           event of any material breach or material
                           misrepresentation of any covenant, warranty or
                           representation made by the Company under this
                           Agreement, the Company shall indemnify the Purchaser
                           and hold it harmless from any and all loss, damage
                           (including, without limitation, any

                                      -11-

<PAGE>

                           decrease in the value of the Shares), liability and
                           expense, including reasonable legal fees and costs
                           (collectively, "LOSSES"), sustained or incurred by
                           the Purchaser as a result of, or in connection with,
                           said breach or misrepresentation.

9.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby
         represents and warrants to the Company as follows:

         9.1      OREANIZATION. The Purchaser is a Company duly organized and
                  validly existing under the laws of its state of incorporation.

         9.2      AUTHORIZATION; APPROVALS. All corporation action on the part
                  of the Purchaser necessary for the authorization, execution,
                  delivery and performance of all of its obligations under the
                  Transaction Documents have been (or will be) duly taken prior
                  to the Closing.

         9.3      BROKERS. No agent, broker, investment banker, person or firm
                  acting in a similar capacity on behalf of or under the
                  authority of the Purchaser is nor will be entitled to any
                  broker's or finder's fee or any other commission or similar
                  fee, directly or indirectly, on account of any action taken by
                  the Purchaser in connection with any of the transactions
                  contemplated under this Agreement.

         9.4      The Purchaser has received all the information it considers
                  necessary or appropriate for deciding whether to invest in the
                  Company in accordance with this Agreement. The Purchaser has
                  had the full opportunity to ask questions and receive answers
                  from the Company and its representatives and to obtain such
                  information as it deemed necessary for the purposes of
                  evaluating its investment.

                  In making the decision to purchase the Shares and to invest in
                  the Company, the Investor has relied on its own independent
                  examination of the Company, including the merits and risks
                  involved as well as the representations and warranties
                  contained herein.

10.      AFFIRMATIVE COVENANTS.

         10.1     Use of PROCEEDS. The Company will use the proceeds of the
                  issuance and sale of the Shares in accordance with the
                  Company's budget, attached hereto as SCHEDULE 10.1 (the
                  "BUDGET") as may be amended from time to time by the Company's
                  Board of Directors, with the affirmative approval of the
                  Purchasers. The Budget shall set forth the period of time
                  during which the Company will use such proceeds, and such
                  period shall be referred to as the "Pre-SEED PERIOD".

         10.2     D&O INSURANCE. Prior to the commercialization of the Licensed
                  Product (as defined in the Distribution Agreement) the Company
                  will obtain and maintain effective, a commercially reasonable
                  amount of directors and officers liability insurance.

         10.3     All covenants, agreements, and conditions contained in this
                  Agreement to be performed or complied with by the Company
                  prior to any Closing shall be performed or complied with by
                  the Company prior to the Closing.

11.      MISCELLANEOUS.

         11.1     NOTICES. All notices hereunder will be in writing, mailed
                  registered or certified, postage prepaid, addressed to the
                  Parties at their respective addresses as set out below, or
                  transmitted by courier, cable, telex or facsimile or other
                  reliable method of transmission.

                  If to the Company to the address set forth in the preamble to
                  this Agreement

                                      -12-


<PAGE>

                                        with a copy to:

                                           Shiboleth, Yisraeli, Roberts,
                                           Zisman & Co.
                                           46 Montefiore Street
                                           Tel Aviv 61502
                                           Israel
                                           Attention: Itzhak Zisman, Adv.
                                           Fax: 972-3-7103322

                  If to the Purchaser:  to the addresses set forth in Schedule 1
                                        attached hereto.

                                        with a copy to:

                                           Blank Rome LLP
                                           One Logan Square
                                           Philadelphia,
                                           Pennsylvania 19103
                                           U.S.A.
                                           Attention: Alan L. Zeiger, Esquire
                                           Fax: (215) 832-5754

                  Notices will be deemed received by the receiving party within
                  seven (7) days of mailing, if mailed; within three (3) days of
                  sending, if sent by courier; when actually delivered by hand,
                  if so delivered, and on the first business day (at the
                  receiving end) following transmission, if transmitted by
                  facsimile.


         11.2     ASSIGNMENT. This Agreement shall be binding upon and shall
                  inure to the benefit of the Parties hereto and their
                  respective successors and assigns, provided, however, that
                  this Agreement and all rights and obligations hereunder may
                  not be assigned or transferred without the prior written
                  consent of the other Parties, except a transfer by a Purchaser
                  to an entity, which controls, is controlled by or is under
                  common control with the Purchaser.

         11.3     GOVERNING LAW; JURISDICTION,. This Agreement will be construed
                  in accordance with and governed by the laws (but not the
                  conflict of laws rules) of the State of Israel and the
                  competent courts of Tel-Aviv-Jaffa, Israel, will have
                  exclusive jurisdiction with respect to any dispute arising
                  hereunder. The Parties hereby irrevocably submit to such
                  jurisdiction.

         11.4     ENTIRE AGREEMENT AND AMENDMENT. This Agreement constitutes the
                  entire agreement between the Parties with respect to the
                  subject matter hereof and contains all of the promises,
                  undertakings, and other representations made by the Parties to
                  each other prior to its execution. This Agreement shall
                  prevail over any prior agreement, understanding, promise or
                  undertaking of the Parties with respect to the subject matter
                  hereof. No amendment to this Agreement will be of any effect
                  unless executed in writing and signed by all Parties.

         11.5     SEVERABILITY. If any provision of this Agreement is held by a
                  competent court to be invalid or unenforceable under
                  applicable law, then such a provision shall be excluded from
                  this Agreement and the remainder of this Agreement shall be
                  interpreted as if such provision were so excluded and shall be
                  enforceable in accordance with its terms; provided, however,
                  that in such an event this Agreement shall be interpreted so
                  as to give effect, to the greatest extent consistent with and
                  permitted by applicable law, to the meaning and intention of
                  the excluded provision as determined by such court of
                  competent jurisdiction.

         11.6     HEADINGS. All section headings herein are inserted for
                  convenience only and shall not modify or affect the
                  construction or interpretation of any provision of this
                  Agreement.

                                      -13-


<PAGE>

         11.7     COUNTERPARTS. This Agreement may be executed in any number of
                  counterparts, each of which shall be deemed an original and
                  enforceable against the parties actually executing such
                  counterpart and all of which together shall constitute one and
                  the same instrument.

         11.8     ELECTRONIC DELIVERY OF SIGNATURES. This Agreement may be
                  executed and delivered by facsimile or other electronic means
                  and upon such delivery the facsimile or electronically
                  delivered signature will be deemed to have the same effect as
                  if the original signature had been delivered to the other
                  party.

         11.9     FURTHER ASSURANCES. The parties hereto agree to use their
                  respective best efforts to finalize and execute such further
                  documents and instruments and to take such further actions as
                  may be reasonably necessary to carry out the transaction
                  contemplated under this Agreement.



                             Signature page follows

                                      -14-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Share
Purchase Agreement as of the date first written above.


THE COMPANY:

BIOPAD LTD.

/s/ Hanoch Kaftzan
--------------------------------------------
Name:  [STAMP - Biopad Ltd.- Hanoch Kaftzan
       -------------------------------------
Title: CEO
       -------------------------------------


------------------------------------------------------
THE PURCHASER:


SYNOVA PRE-NATAL HEALTHCARE, INC.

/s/ Stephen King
--------------------------------------
Name:  Stephen King
       -------------------------------
Title: CEO
       -------------------------------



<PAGE>

                      SCHEDULES TO SHARE PURCHASE AGREEMENT

 Pursuant to the Rules of the Securities and Exchange Commission, the following
          schedules to the Share Purchase Agreement have been omitted:

Schedule 1            Amended and Restated Articles of Association
Schedule 3.3.3        Matters to be Addressed in Opinion of Counsel to Company
Schedule 3.3.4        Employment Letter
Schedule 3.4.2        Matters to be Addressed in Opinion of Counsel to Purchaser
Schedule 4.1          The Pool
Schedule 6.2.5        Matters to be Addressed in Opinion of Counsel to Purchaser
Schedule 7.4.1        Milestones
Schedule 8            [Blank]
Schedule 8.1.1        Articles of Association
Schedule 8.2.3        BioPad's Capitalization Table
Schedule 8.3          Directors and Officers
Schedule 8.8          Ownership of Assets
Schedule 8.9.1        Intellectual Property -- Patents
Schedule 8.9.11       [Blank]
Schedule 8.9.12       Contracts
Schedule 8.9.13.1     List of Employees and Consulting Contracts
Schedule 8.9.15       Interested Party Transactions
Schedule 10.1         Proposed Estimated Budget Frame Work