ROYCE BIOMEDICAL INC.
                           433 Town Center, Suite 316
                             Corte Madera, CA 94925
                      Tel (415) 738.8887 Fax (309) 404.4687


MARCH 8, 2005

SMART-TEK COMMUNICATIONS INC.
#10 - 11720 VOYAGEUR WAY
RICHMOND, BC
V6X 3G9

ATTENTION:  MR. PERRY LAW, PRESIDENT


Dear Sir,

RE:   OFFER TO ACQUIRE ALL OF THE ISSUED AND OUTSTANDING SHARES OF SMART-TEK
      COMMUNICATIONS INC. BY ROYCE BIOMEDICAL INC.

This letter  shall  serve to confirm  the  intention  of Royce  Biomedical  Inc.
("ROYCE ") to acquire from the sole shareholder of Smart-Tek Communications Inc.
("Perry   Law")  all  of  the  issued  and   outstanding   shares  of  Smart-Tek
Communications Inc. ("SCI").

This offer is open for  acceptance  until 5:00 P.M. PST on March 14, 2005.  Upon
acceptance  of the  offer,  this  letter  will  constitute  a binding  agreement
enforceable  on its terms  subject  to due  diligence  and the  negotiation  and
execution of a formal share exchange agreement (the "Agreement").

The terms and conditions of the proposed acquisition will be as follows:

1.       TIMING

(a)      It is intended that the closing will take place within 45 days from the
         date hereof (the "Closing").

(b)      Upon execution of this binding letter of intent (the  "Letter"),  it is
         anticipated  that the parties  will  proceed to prepare  the  Agreement
         containing  the  terms  prescribed  in  this  Letter  as  well  as  any
         agreements and instruments usual to such a transaction.

2.       TERMS AND CONDITIONS

(a)      ROYCE will  acquire  from  Perry Law all of the issued and  outstanding
         shares of SCI in exchange for issuing  common  shares of ROYCE to Perry
         Law the sole shareholder of SCI (the "ROYCE Shares").  The exact amount
         of the ROYCE Shares will be negotiated  upon the receipt of the audited
         financial  statements  described  in  section  5(e)  below,   provided,
         however,  Perry Law agrees and acknowledges  that the ROYCE Shares will
         not exceed 40% of the then outstanding capital stock of ROYCE

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(b)      After the Closing,  the board of directors of ROYCE will consist of six
         (6)  members,  of whom  five  (5)  will  be  nominated  by the  current
         directors, and one (1) will be a nominee of SCI.

(c)      On  Closing,  Perry Law and  Stephen  Platt will enter into  employment
         agreements with SCI on mutually satisfactory terms to be negotiated.

(d)      Prior to  execution  of this  agreement,  ROYCE  shall  have  reached a
         settlement with the holder of a certain Promissory Note as disclosed in
         ROYCE's 8-K filing of March 3, 2005,  thereby avoiding the inclusion of
         SCI in any potential  legal action  arising from the  expiration of the
         forbearance agreement disclosed in same 8-K filing.

(e)      All costs  incurred by the parties in connection  with the  transaction
         contemplated  in this  Letter,  whether  incurred  before,  on or after
         Closing, will be paid by the party incurring such cost.

3.       REPRESENTATIONS AND WARRANTIES

3.1 ROYCE  hereby  represents  and  warrants to Perry Law and SCI as follows and
Perry Law and SCI  acknowledges  that they are relying on these  representations
and  warranties in accepting the offer made in this Letter,  and ROYCE agrees to
provide the following representations and warranties to Perry Law and SCI in the
Agreement in addition to the representations  and warranties  typically included
in a share exchange agreement.

(a)      ROYCE is a corporation duly incorporated,  validly existing and in good
         standing under the laws of the State of Nevada.

(b)      ROYCE has full power, right and authority to enter into this Letter and
         to perform its obligations under it.

(c)      The execution and delivery of this Letter and the  consummation  of the
         transactions  contemplated  under it have been duly  authorized  by all
         necessary corporate action on the part of ROYCE.

(d)      This  Letter  has  been  duly  executed  and  delivered  by  ROYCE  and
         constitutes a valid and binding obligation of ROYCE.

(e)      ROYCE  is not a party  to,  bound  or  affected  by or  subject  to any
         agreement which would be violated,  breached or terminated by, or which
         would  result in the creation or  imposition  of any  encumbrance  upon
         ROYCE or any of its assets or the ROYCE Shares as a consequence of, the
         execution  and  delivery  of this  Letter  or the  consummation  of the
         transactions contemplated in this Letter.

(f)      The ROYCE Shares will be validly  issued to Perry Law as fully paid and
         non-assessable shares of ROYCE.

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(g)      ROYCE is a reporting company under the U.S.  Securities Exchange Act of
         1934 and is not in  default  under  the  provisions  of said Act or the
         regulations, rules or policies promulgated thereunder.

(h)      The common  shares of ROYCE are quoted for trading on the OTC  Bulletin
         Board, such trading has not been suspended or halted,  and ROYCE is not
         in  default  under  the  regulations,  rules  and  policies  of the OTC
         Bulletin Board.

(i)      ROYCE is not now and at the date of the Closing  will not be in arrears
         or in default in respect of the filing of any required federal,  state,
         county or municipal  tax or other  return,  and to the best of ROYCE 's
         knowledge,  no such return contains any  mis-statement  or conceals any
         statement  that should have been included  therein.  ROYCE has paid and
         will pay all taxes,  filing fees and other  assessments due and payable
         or collectable as they became or become due.

(j)      No governmental or regulatory  authorization,  approval, order, consent
         or filing,  with the  exception of the 8-K filing on  completion of the
         share  exchange,  is required on the part of ROYCE,  in connection with
         the  execution,  delivery  and  performance  of  this  Letter  and  the
         performance of ROYCE 's obligations under this Letter.

(k)      No proceedings  have been taken,  are pending or authorized by ROYCE or
         by  any  other  person  in  respect  to  the  bankruptcy,   insolvency,
         liquidation, dissolution or winding up of ROYCE.

(l)      There are no judgements,  decrees, injunctions, ruling or orders of any
         court,  governmental authority or arbitration,  or any actions,  suits,
         grievances or  proceedings  (whether or not on behalf of ROYCE) pending
         or threatened which may materially adversely affect ROYCE 's assets.

3.2      REPRESENTATIONS AND WARRANTIES OF SCI AND PERRY LAW

          SCI and Perry Law hereby  jointly and severally  represent and warrant
to  ROYCE  as  follows  and   acknowledges   that  ROYCE  is  relying  on  these
representations and warranties in making the offer contained in this Letter, and
SCI and Perry Law agree to provide the following  representations and warranties
to ROYCE in the  Agreement  in addition to the  representations  and  warranties
typically included in a share exchange agreement.

(a)      SCI is a corporation  duly  incorporated and validly existing under the
         laws of the province of British Columbia.

(b)      SCI and Perry Law have full power,  right and  authority  to enter into
         this Letter and to perform the obligations under it.

(c)      The execution and delivery of this Letter and the  consummation  of the
         transactions  contemplated  under it have been duly  authorized  by all
         necessary corporate action on the part of SCI.

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(d)      This letter has been duly  executed  and  delivered  by each of SCI and
         Perry Law and  constitutes  a valid and binding  obligation  of SCI and
         Perry Law.

(e)      Neither  SCI nor Perry Law is not a party to,  bound or  affected by or
         subject  to  any  agreement  which  would  be  violated,   breached  or
         terminated  by, or which would result in the creation or  imposition of
         any  encumbrance  upon any of its  assets  or their  shares in SCI as a
         consequence  of,  the  execution  and  delivery  of this  Letter or the
         consummation of the transactions contemplated in this Letter.

(f)      SCI is the legal owner of and has good and  marketable  title to all of
         its assets.  Perry Law is the legal and beneficial  owner of the shares
         which it is  transferring  to ROYCE and such shares  represent  all the
         outstanding shares of SCI.

(g)      No governmental or regulatory  authorization,  approval, order, consent
         or filing is required  on the part of SCI or Perry Law,  in  connection
         with the  execution,  delivery and  performance  of this Letter and the
         performance of their respective obligations under this Letter.

(h)      No  proceedings  have been taken,  are pending or  authorized by SCI or
         Perry  Law  or by any  other  person  in  respect  to  the  bankruptcy,
         insolvency, liquidation, dissolution or winding up of SCI or Perry Law.

(i)      There are no judgements,  decrees, injunctions, ruling or orders of any
         court,  Governmental authority or arbitration,  or any actions,  suits,
         grievances  or  proceedings  (whether  or not on behalf of SCI or Perry
         Law) pending or threatened which may materially adversely affect any of
         their respective assets.


4.       DUE DILIGENCE

Each party shall have until April 15, 2005, to complete its due diligence review
of the other parties.  For this purpose,  each party agrees to give to the other
parties and their authorized  representatives  reasonable access to all relevant
information in its possession including minute books, records, and all technical
and legal data, as well as access to its facilities and properties (if any).

Each  party  agrees  to treat as  confidential  all  information  that the other
parties or their  representatives  advisors disclose to it and will not disclose
any such  information  to persons  other than its advisors and its employees who
are directly  involved in the  transactions  contemplated  in this  letter.  The
foregoing  restriction  does not apply to any  information  which is or  becomes
generally available to the public (other than by the receiving party's breach of
its obligation of  confidentiality),  or which was known to the receiving  party
prior to receiving it from the other party,  or which was obtained  from a third
party that was not subject to an obligation of confidentiality.


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5.       CLOSING CONDITIONS

Each party's obligation to complete the transactions contemplated in this Letter
will be  conditional  on the fulfilment or  satisfaction  of various  additional
matters usual in formal share exchange agreements,  including but not limited to
the following:

(a)      satisfactory completion of each party's due diligence review;

(b)      receipt of all necessary consents and approvals;

(c)      possession by SCI of good and valid title to its assets;

(d)      the  reorganization  of the board of  directors  of ROYCE as set out in
         section 2(b) above;

(e)      receipt by ROYCE of audited financial statements for SCI for its 2 most
         recent fiscal years showing a minimum gross revenue of CDN$1,750,000.00
         for its most recent fiscal year;

(f)      the execution of an employment agreements between Perry Law and Stephen
         Platt and SCI as set out in section 2(c) above;

(g)      ROYCE has  completed its  recapitalization  to have  sufficient  shares
         authorized to execute the proposed acquisition of SCI.

(h)      the settlement and retirement of the Promissory  Note default  pursuant
         to ROYCE's 8-K filing on March 3, 2005.

6.       INDEMNITY

Each party hereby  covenants  and agrees with the other parties to indemnify and
save harmless the other parties, effective as and from the date of acceptance of
this letter by the  Companies,  from and against any claims which may be made or
brought  against the other parties  and/or which the other parties may suffer or
incur as a result of, or arising out of any  non-fulfilment  of any  covenant or
agreement on the part of the party under this letter or any  incorrectness in or
breach of any  representation  or  warranty  of the  parties  contained  in this
letter.

7.       BUSINESS IN THE ORDINARY COURSE

From the date of this letter  until the earlier of the Closing or the  execution
of the Agreement,  each party will carry on its business in the ordinary  course
and will maintain itself,  its assets and any rights that it may have (including
but not limited to the listing of its shares on any stock exchange or securities
market) in good standing.

8.       PUBLICITY

The parties hereto agree to keep  confidential  discussions  with respect to the
transactions  contemplated  between the parties herein, save and accept for such
disclosure  as may be  required  by all  applicable  securities  legislation  or
regulatory authorities. For greater certainty, it is anticipated that ROYCE will
issue a press release to announce the execution of this Letter.

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9.       STANDSTILL

SCI and Perry Law shall not  directly or  indirectly  during the period from the
date hereof until the earlier of the execution of the  Agreement,  or until 5:01
P.M. on March 14, 2005, engage in any discussions or negotiations, or enter into
any  agreement,  commitment  or  understanding,  or otherwise  act jointly or in
concert  with any other  person or  entity,  in order to  encourage,  propose or
effect a reverse take-over,  merger or similar transaction between SCI and Perry
Law and any person or entity other than ROYCE.

10.      FURTHER ASSURANCES

The parties  hereby agree to execute and deliver all such further  documents and
instruments  and do all acts and things as may  reasonably  be required to carry
out the intent of this Letter.

11.      INDEPENDENT LEGAL ADVICE

The parties  acknowledge that this provision shall serve as notice to each party
of being  advised to arrange for such  independent  legal advice with respect to
this Letter,  each of the matters herein and the implications  thereof,  as each
party may independently deem necessary,  and that each party has either obtained
such  independent  legal  advice or waives the right  thereto  by  signing  this
Letter.

12.       GOVERNING LAW

This letter and any subsequent  agreements  shall be governed by and interpreted
in  accordance  with the laws of the State of  Nevada  and the  federal  laws of
United States of America applicable therein.

If the foregoing is acceptable to you, would you kindly indicate your acceptance
hereof by executing and returning a copy of this letter.


Yours very truly,
ROYCE BIOMEDICAL INC.



Per: /s/ Donald Gee
     ------------------------------------
       Donald Gee
       Authorized Signing Officer
I have authority to bind the corporation.

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If you are  satisfied  with the above,  please so  acknowledge  by  signing  and
returning  the  enclosed   copy  of  this  letter,   by  mail  or  by  facsimile
transmission, no later than 5:00 P.M. PST on March 14, 2005.


SMART-TEK COMMUNICATIONS INC.



Per: /s/ Perry Law
     ------------------------------------
       Perry Law
       Authorized Signing Officer
I have authority to bind the corporation.



Per:   /s/ PERRY LAW
      --------------------
       PERRY LAW