STOCK PURCHASE AGREEMENT

      THIS STOCK  PURCHASE  AGREEMENT,  dated as of October 25, 2005, is entered
into by and between the undersigned stockholders of Kenna Technologies,  Inc., a
Delaware corporation  (collectively,  the "Shareholders") and DNAPrint genomics,
Inc. (the "Buyer").

                                    RECITAL:

      The Shareholders  desire to sell, and the Buyer desires to buy, all of the
issued  and  outstanding  shares  of  capital  stock  (the  "Shares")  of  Kenna
Technologies,  Inc., a Delaware  corporation  (the  "Company")  on the terms and
conditions set forth in this Agreement.

      THEREFORE, the Shareholders and the Buyer agree as follows:

      1. SALE AND PURCHASE OF SHARES.

            (a) Transfer of Shares.  The Shareholders  agree,  severally and not
jointly,  to sell,  assign,  transfer  and  deliver to the Buyer,  and the Buyer
agrees to purchase and accept from the Shareholders,  at the Closing (as defined
below), all of the Shares.

            (b) Liabilities.  The Shares shall be sold and conveyed to the Buyer
free and clear of all liabilities,  obligations,  liens,  security interests and
encumbrances whatsoever (collectively, "Liens", or individually, a "Lien").

            (c) Closing.  The closing of the sale of the Shares (the  "Closing")
shall take place at the Buyer's office,  at 10:00 a.m.,  local time, on the date
that is five business days after the satisfaction of the last closing  condition
set forth in Section 6 or Section 7 of this Agreement, or such other date as may
be mutually agreed upon by the parties hereto. For purposes of passage of title,
risk of loss,  allocation of expenses and other economic  effects,  the Closing,
when completed,  shall be deemed to have occurred at 12:01 a.m.,  local time, on
the closing date (the "Effective Time").

      2.  CONSIDERATION.  As consideration  for the purchase of the Shares,  the
Buyer shall cause to be issued an aggregate  of 1,500,000  shares of the Buyer's
restricted  common stock to the Shareholders in the amounts set forth on Exhibit
"A." All outstanding options of the Company shall be cancelled to the extent not
exercised prior to Closing.  The Shareholders  hereby irrevocably consent to the
foregoing  and waive any  additional  rights  they may have,  including  without
limitation under the Certificate of Designations of the Series A Preferred Stock
of  the  Company  (including  without  limitation  any  liquidation  preferences
contained  therein) and the  stockholders  agreement  of the Company  (including
without limitation any rights of first refusal contained therein).

<PAGE>

      3. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER REPRESENTATIVES. In order
to induce  the Buyer to enter into this  Agreement,  Barbara  Handelin  and Lisa
Tandy  Herren (the  "Shareholder  Representatives"),  severally  and not jointly
represent and warrant to the Buyer as follows:

            (a)  Organization  and Good  Standing.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware.  The Company has all  requisite  power and  authority to own,
operate and/or license and lease the Company Assets (as defined in Section 3(f))
and to conduct its business as presently conducted.  The Company is not required
to qualify to do business as a foreign  corporation  in any  jurisdiction  other
than such  jurisdictions  where the failure to be so qualified  would not have a
Material Adverse Effect (as defined in Section 3(d)) on the Company.

            (b)  Authority.  The  Shareholders  have  all  requisite  power  and
authority  to  execute  and  deliver  this  Agreement  and the other  documents,
certificates  and  instruments   contemplated  hereby   (collectively  with  the
Agreement, the "Transaction Documents") to which they are a party and to perform
the  transactions  contemplated  hereby  and  thereby.  Each of the  Transaction
Documents  to which the  Shareholders  are a party have been duly  executed  and
delivered by the Shareholders  and constitute a valid and binding  obligation of
the Shareholders, enforceable against them in accordance with their terms.

            (c)  Capitalization.  The  authorized  capital  stock of the Company
consists of 5,000,000  shares of common  stock,  of which  1,577,195  shares are
issued and outstanding and 1,000,000 shares of preferred stock, of which 549,465
Series A  Preferred  shares  are  issued and  outstanding,  provided  that at or
immediately  prior  to  Closing  all  of  the  Series  A  Preferred  Shares  and
convertible  debt of  Eastman  and  conversion  rights  of  MedInnova  are being
converted  into  1,577,195  shares of common  stock.  Schedule 3(c) sets forth a
complete and accurate list of (i) all  shareholders  of the Company,  indicating
the number of shares held by each  shareholder,  (ii) all holders of options and
warrants  and other  rights to acquire  shares of capital  stock of the  Company
("Rights"),  including the number of shares subject to each Right, and (iii) all
of the Company's stock plans. All of the issued and outstanding  shares are, and
all shares  that may be issued  prior to the  Effective  Time upon  exercise  of
Rights will be, duly authorized,  validly issued, fully paid,  nonassessable and
free of all preemptive  rights.  There are no  outstanding  or authorized  stock
appreciation,  phantom stock or similar rights with respect to the capital stock
of  the  Company.   There  are  no  agreements,   voting   trusts,   proxies  or
understandings  with respect to the voting, or registration under the Securities
Act, of any shares of the Company other than as listed in Schedule  3(c). All of
the  outstanding  shares and Rights were issued in  compliance  with  applicable
federal and state securities laws.

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<PAGE>

            (d) Effect of Agreement.  Except as disclosed on Schedule  3(d), the
execution,  delivery and  performance  by the  Shareholders  of the  Transaction
Documents do not and will not: (a) conflict  with the Articles of  Incorporation
or Bylaws of the Company;  (b) violate any law or any rule or  regulation of any
governmental  body or  administrative  agency,  or conflict with any judicial or
administrative order or decree relating to the Shareholders,  the Company or the
Company  Assets,  except for any such  violations or conflicts  which would not,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
business, the Company Assets,  liabilities,  results of operations or condition,
financial or otherwise  (in any such case, a "Material  Adverse  Effect") of the
Company or impair the ability of the Shareholders to consummate the transactions
contemplated by this Agreement;  (c) constitute a breach or default under any of
the  Company  Contracts  (as defined  below) or any  contract  binding  upon the
Shareholders;  (d) create any Lien of any kind on any of the Company Assets;  or
(e) require any consent,  notice to or filing with any governmental authority or
administrative  agency  or any  third  party on  behalf  of the  Company  or the
Shareholders.  The  matters  described  on Section  3(d) are  referred to as the
"Shareholders  Required  Consents."  The  Shareholders  have  the  absolute  and
unrestricted  right, power,  authority,  and capacity to execute and deliver the
Transaction Documents and to perform the Shareholders' obligations thereunder.

            (e)  Financials;  Records.  Set  forth  on and  attached  hereto  as
Schedule 3(e) are the following financial statements  (collectively the "Company
Financial  Statements")  unaudited consolidated balance sheets and statements of
income,  changes in stockholders' equity, and cash flow as of December 31, 2002,
December  31,  2003,  and  December  31, 2004 and for the eight (8) months ended
August 31, 2005 (the "Most Recent Financial  Statements")  for the Company.  The
Company Financial  Statements (a) are true, complete and correct in all material
respects;  (b) are in accordance with the books and records of the Company;  and
(c) present  fairly,  in all  material  respects,  the assets,  liabilities  and
financial  condition of the Company as of the respective dates thereof,  and the
results of operations  for the periods then ended in accordance  with  generally
accepted  accounting  principles,  applied on a consistent  basis throughout the
periods involved provided,  however,  that the Most Recent Financial  Statements
are  subject  to  normal  year-end  adjustments  (which  will  not  be  material
individually  or in the  aggregate)  and lack  footnotes and other  presentation
items.  The Company has no  liability  or  obligation  that is not  reflected or
reserved  against  on its  balance  sheet as of August  31,  2005 (the  "Company
Balance  Sheet"),  except for those that are not required by generally  accepted
accounting principles to be included therein or those that have been incurred in
the  ordinary  course  of  business  or in  connection  with the  proposed  sale
contemplated  hereby since the date of the Company  Balance Sheet (none of which
may  reasonably be expected to have a material  adverse  effect on the Company).
The records of the  Company  are true,  accurate  and  complete in all  material
respects and have been maintained on a consistent basis.

            (f) Title to and Sufficiency of Assets and Other Property. Set forth
on  Schedule  3(f)  is a true  and  complete  list  of all  material  inventory,
machinery, equipment, furniture, office equipment, supplies, materials, vehicles
and other  material items of tangible or intangible  personal  property of every
kind owned by the Company or used in connection  with its business (the "Company
Assets").  The  Company  has good  and  marketable  title to all of the  Company
Assets,  free and clear of all Liens of every kind  except for Liens for current
taxes not yet due and payable and except as  disclosed  on  Schedule  3(f).  The
Company Assets  constitute  all of the assets of any nature  required to operate
the  Company's  business in the manner  presently  operated by the Company.  The
Company Assets (a) are in good operating  order,  condition and repair (ordinary
wear and tear  excepted),  (b) are suitable  for use in the  ordinary  course of
business of the Company's business and (c) are free from material defects.

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<PAGE>

            (g) Real  Property.  Schedule 3(g) lists all real property  owned or
leased by the Company.

            (h)  Contracts  and  Leases.  Schedule  3(h)  lists  all  contracts,
commitments,  agreements,  understandings,  obligations, whether written or oral
(including,  without  limitation,  agreements  for the borrowing of money or the
extension of credit that involve a commitment or expenditure  by, or revenue to,
the Company in excess of $1,000, and agreements with employees,  consultants and
other contractors),  leases and licenses,  whether written or oral, to which the
Company  is party or by which  the  Company  or the  Company  Assets  are  bound
(collectively, the "Company Contracts"). Each of the Company Contracts is valid,
binding and  enforceable  in accordance  with its terms and is in full force and
effect.  There are no existing  defaults on the part of the Company or any other
party to the Company  Contracts,  and no events or  circumstances  have occurred
which,  with or  without  notice  or  lapse of time or  both,  would  constitute
defaults  under  any of the  Company  Contracts.  The  execution,  delivery  and
performance  of the  Transaction  Documents do not and will not, with respect to
any Company  Contract,  (a) constitute a default or accelerate  the  obligations
thereunder,  (b)  require  the  consent of any  person or party,  except for the
Shareholders'  Required  Consents,  or (c) affect the enforceability or validity
thereof or the terms thereof.

            (i)  Receivables.  Attached  hereto  as  Schedule  3(i)  is a  true,
complete and accurate detailed listing of all accounts receivable of the Company
(the "Company  Receivables").  The Company  Receivables  are, and will be at the
Effective Time, legal, valid and binding  obligations that arose in the ordinary
course of business.  The Company has made  available  to the Buyer  complete and
correct  copies of all  instruments,  documents and agreements  evidencing  such
Company Receivables, including, without limitation, an aging schedule related to
the Company Receivables.

            (j)  Intellectual  Property.  Schedule  3(j)  hereto  sets  forth  a
complete and correct list of (i) all patents, trademarks, trade names (including
all federal and state registrations pertaining thereto, or applications for such
registrations and a description of the status of such applications), proprietary
databases and  registered  copyrights  owned by Company  (collectively  with all
unregistered copyrights,  the "Company Proprietary Intellectual Property"),  and
(ii) all patents, trademarks, trade names, copyrights,  software, technology and
processes  used by the  Company  in its  businesses  which are  material  to its
business  and are used  pursuant to a license or other right  granted by a third
party, and all agreements related thereto  (collectively,  the "Company Licensed
Intellectual  Property," and together with the Company Proprietary  Intellectual
Property referred to as "Company Intellectual  Property").  Each of the federal,
state and other  governmental  registrations  with any country pertaining to the
Company Proprietary Intellectual Property is valid and in full force and effect.
The  Company  owns,  or has the right to use  pursuant  to valid  and  effective
agreements,  all Company  Intellectual  Property,  and the  consummation  of the
transactions  contemplated hereby will not materially impair any such rights. No
claims are pending  against the Company by any person with respect to the use of
any Company Intellectual  Property or challenging or questioning the validity or
effectiveness  of any  license or  agreement  relating to the same that would be
likely  to  have  a  Material  Adverse  Effect  on  the  Company,  and,  to  the
Shareholders'  knowledge,  the current  use by the  Company of the  Intellectual
Property does not in any material  respect infringe upon the rights of any third
party. Schedule 3(j) sets forth a list of all jurisdictions in which the Company
is operating  under a trade name, and each  jurisdiction in which any such trade
name is registered.

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<PAGE>

            (k)  Company  Software.  Schedule  3(k) hereto sets forth a true and
complete list of all software used by the Company or its employees in connection
with the business of the Company (the "Company Software").  The Company has been
granted under the license agreements  relating to the Company Software valid and
subsisting  license  rights with respect to all software  comprising the Company
Software, and such rights are sufficient in all respects to conduct the business
of the Company as presently conducted and as currently proposed to be conducted.
The Company is in  compliance  with each of the terms and  conditions of each of
such license agreements except to the extent failure to so comply,  individually
or in the aggregate, would not have a Material Adverse Effect on Company. Except
as  disclosed  on  Schedule  3(k),  in the  case of any  commercially  available
"shrink-wrap"  software  programs (such as Microsoft  Word), the Company has not
made and is not using any unauthorized copies of any such software programs, and
none of the employees, agents or representatives of the Company have made or are
using any such unauthorized copies.  Except as disclosed on Schedule 3(k), there
have been no problems  experienced by the Company in the past twelve (12) months
with respect to the Company  Software,  or the related computer hardware used by
the Company in its operations  which have arisen outside the ordinary  course of
business and would have a Material Adverse Effect on Company.

            (l) Litigation.  Except as disclosed on Schedule 3(l),  there are no
claims,  actions,  suits or investigations  pending,  or to the knowledge of the
Shareholders,  threatened, against the Shareholders, the Company or its business
or affecting the Company Assets.

            (m) Compliance with Laws;  Permits.  There is not outstanding or, to
the knowledge of the Shareholders, threatened, any order or decree of any court,
governmental agency or arbitration  tribunal against or involving the Company or
its business or the Company  Assets.  The Company is currently,  and has been at
all times, in full compliance  with all laws,  rules,  regulations and licensing
requirements of all federal,  state, local and foreign authorities applicable to
the Company Assets and operation of its business,  except for failures to comply
which  would not,  individually  or in the  aggregate,  have a Material  Adverse
Effect on the Company.  The Company has obtained all permits,  certificates  and
licenses  required  for the conduct of its  business  and the  ownership  of the
Company  Assets,  all of which are  described  on  Schedule  3(m) (the  "Company
Permits"). The Company is not in violation of any of the Company Permits, and no
proceedings are pending or, to the knowledge of the Shareholders,  threatened to
revoke or limit any Company Permit.

                                       5
<PAGE>

            (n) Taxes.  The Company has properly  completed and timely filed all
federal,  state,  local and foreign tax returns and reports required to be filed
by it  (the  "Tax  Returns").  All  Tax  Returns  are in all  material  respects
accurate,  complete  and  correct as filed,  and the Company has paid in full or
made  adequate  provision in the Company  Financial  Statements  for all amounts
shown to be due thereon. The Company is not delinquent in the payment of any tax
assessment  or  other  governmental   charge  (including,   without  limitation,
withholding  taxes).  The  Company  has not been  notified  by any  governmental
authority  that an  audit or  review  of any tax  matter  is  contemplated.  The
Shareholders know of no tax deficiency or claim for additional taxes asserted or
threatened  to be asserted  against it by any taxing  authority  and the Company
knows of no grounds for any such  assessment.  No extension of time with respect
to any date on which a tax  return  was or is to be filed by the  Company  is in
force except for the  extensions  reflected on Schedule  3(n),  and no waiver or
agreement  by the  Company  is in  force  for  the  extension  of  time  for the
assessment or payment of any tax. The Company is not and has never been a member
of an affiliated or  consolidated  group or combined  group or combined group of
corporations.  For  purposes  of this  Agreement,  the term "tax"  includes  all
federal, state, local and foreign taxes or assessments, including income, sales,
gross  receipts,   excise,  use,  value  added,   royalty  franchise,   payroll,
withholding,  property and import taxes and any interest or penalties applicable
thereto.

            (o)  Insurance.  Schedule  3(o)  describes  all  insurance  policies
maintained  by the Company with respect to its business and the Company  Assets.
Such policies are valid, binding and enforceable in accordance with their terms,
are in full force and effect, and all premiums due thereon have been paid.

            (p)  Employment  and Labor  Matters  Other than as  reflected on the
attached  Schedule 3(p), no Company  employees  have entered into  employment or
other agreements  regarding  compensation with the Company.  No employees of the
Company have been or are  represented by a union or other labor  organization or
covered  by any  collective  bargaining  agreement.  There  is no  unfair  labor
practice complaint,  labor organizational  effort,  strike,  slowdown or similar
labor  matter  pending  or, to the  knowledge  of the  Shareholders,  threatened
against  the Company or its  business.  The  Company is in  compliance  with all
federal,  state  and  local  laws  and  regulations  respecting  employment  and
employment  practices,  terms and  conditions of employment and wages and hours,
and there is no unfair labor practice  complaint against the Company pending or,
to the  knowledge  of the  Shareholders,  threatened.  Upon  termination  of the
employment of any employees, neither the Company, the Shareholders nor the Buyer
will by reason of the Closing or anything  occurring prior to the Effective Time
be liable to any of such employees for severance pay or any other payments.  Set
forth on Schedule  3(p) is a true and  complete  list of all current  directors,
officers,  employees or  consultants  of the Company,  including,  in each case,
name,  current  job  title,  base  salary,  bonus  potential,  commissions,  and
termination obligations.

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<PAGE>

            (q) Employee  Benefits  Except as set forth on Schedule 3(q) to this
Agreement,  the Company does not have in force any bonus, stock option, employee
welfare,  pension or profit  sharing plan or any other  written or oral employee
benefit arrangement,  agreement or understanding. A summary of the terms of each
such plan,  agreement or  understanding is set forth on Schedule 3(q) indicating
as to each whether it is a "qualified plan" within the meaning of Section 401(a)
of the Internal Revenue Code of 1986, as amended. Each such "qualified" employee
welfare,  pension or profit  sharing plan, if any, has since its adoption been a
"qualified  plan"  within the meaning of the Internal  Revenue Code of 1986,  as
amended.  Each such plan, trust or agreement has been operated  substantially in
accordance  with its provisions and in compliance with the rules and regulations
applicable to such plan, trust or agreement, including but not limited to rules,
regulations and reporting  requirements  promulgated by the Department of Labor,
the  Pension  Benefit  Guaranty  Corporation,  and the  Department  of  Treasury
pursuant to the Employment  Retirement  Income Security Act of 1974 ("ERISA") or
the  Internal  Revenue  Code and the  Equal  Employment  Opportunity  Commission
pursuant  to the Age  Discrimination  in  Employment  Act.  There is no material
accumulated  funding  deficiency  within the  meaning of ERISA or any  liability
(including but not limited to any withdrawal  liability) to any such plan, trust
or agreement,  or to the Pension Benefit Guaranty Corporation  established under
ERISA in connection  with any such plan,  trust or agreement.  There has been no
prohibited  transaction (as defined in Section 4975 of the Internal Revenue Code
and as defined in Section 406 of ERISA) by any such plan, trust or agreement, or
by any trustee or administrator  thereof,  that would subject the Company or any
such  plan,  trust or  agreement,  or any  party  dealing  with any such plan or
agreement,  to any tax or penalty  on  prohibited  transactions  imposed by said
Section  4975,  nor has there been any failure to comply with the  provisions of
Title I of ERISA that would  subject  the  Company,  or any such plan,  trust or
agreement,  any trustee or administrator thereof, or any party dealing with such
plan,  trust or  agreement  to any fine,  penalty,  tax or  liability.  True and
complete  copies of each such written plan,  trust, or agreement have previously
been delivered to the Buyer.

            (r) Absence of Changes.  Except as disclosed on Schedule 3(r), since
August 31, 2005,  the Company has conducted the  operations of its business only
in the ordinary course, and has not (except as contemplated by this Agreement):

                  (i) Suffered any damage to any Company  Asset,  whether or not
            covered by  insurance,  except  damage that could not  reasonably be
            expected,  individually  or in the  aggregate,  to  have a  Material
            Adverse Effect on the Company;

                  (ii) Sold or disposed of any Company Assets, except such sales
            or  dispositions  made in the ordinary course of business that would
            not,  either  individually  or in the  aggregate,  have  a  Material
            Adverse Effect on the Company;

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<PAGE>

                  (iii) Made any general wage  increase  for its  employees as a
            group other than in the ordinary course of business;

                  (iv) Amended or terminated any Company Contract;

                  (v) Incurred any obligation or liability,  except normal trade
            or business obligations incurred in the ordinary course of business;

                  (vi)  Introduced any new method of  management,  operations or
            accounting;

                  (vii) Suffered any adverse  change in condition  (financial or
            otherwise), or any other event, that might reasonably be expected to
            have a Material Adverse Effect on the Company; or

                  (viii)  Agreed,  whether in writing or otherwise,  to take any
            action described in this Section 3(r).

            (s)  Related  Party  Transactions.  Except as set forth on  Schedule
3(s),  the Company  Contracts  do not include  any  agreement  with or any other
commitment  to (i) any  officer  or  director  of the  Company;  (ii) any person
related  by blood or  marriage  to any such  officer or  director;  or (iii) any
corporation, partnership, trust or other entity in which the Company or any such
officer, director or related person has an equity or participating interest, and
no such other agreement or commitment exists.

            (t) Subsidiaries. The Company has no wholly owned or partially owned
subsidiaries.

            (u) Brokers'  Fees. The  Shareholders  have not retained any broker,
finder or agent, nor have the Shareholders incurred any liability or obligation,
nor will they, or anyone on their behalf, incur any liability or obligation,  to
pay any fees,  commissions  or similar  payments to any broker,  finder or agent
with respect to the transactions contemplated by this Agreement.

            (v) Disclosure. No representation, warranty or statement made by the
Shareholders  in this Agreement or the exhibits or schedules  hereto,  or in any
financial  statement,  other written financial  information or schedule,  or any
other document,  certificate or other instrument furnished or to be furnished to
the  Buyer by or on  behalf  of the  Shareholders  at or  prior  to the  Closing
pursuant to this  Agreement,  contain or will contain any untrue  statement of a
material  fact,  or omit to state any material fact  necessary,  in light of the
circumstances  in which they were made, to make the statements  contained herein
or therein not misleading. There is no event, fact or condition that has had, or
that  reasonably  could be expected to have,  a Material  Adverse  Effect on the
Company or the  Shareholders,  that has not been set forth in this  Agreement or
the Schedules hereto.

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<PAGE>

            (w) Accredited Investor.  The Shareholders:  (A) understand that any
securities  issued  by the  Buyer  hereunder  will not be  registered  under the
Securities  Act, or under any state  securities  laws, and are being offered and
sold in  reliance  upon  federal  and  state  exemptions  for  transactions  not
involving any public  offering,  (B) are acquiring any securities  issued by the
Buyer solely for their own account for investment purposes,  and not with a view
to the distribution thereof, (C) are sophisticated  investors with knowledge and
experience  in  business  and  financial  matters,  (D)  have  received  certain
information  concerning  the  Buyer  and  have  had the  opportunity  to  obtain
additional  information as desired in order to evaluate the merits and the risks
inherent in holding any securities issued by the Buyer, (E) are able to bear the
economic risk and lack of liquidity inherent in holding any securities issued by
the  Buyer,  and (F)  are  accredited  investors  as  defined  under  the  rules
promulgated under the Securities Act and applicable state law.

      3A. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. In order to induce the
Buyer to enter into this Agreement,  the Shareholders  severally and not jointly
represent and warrant to the Buyer as follows:

            (a)  Authority.  The  Shareholders  have  all  requisite  power  and
authority  to  execute  and  deliver  this  Agreement  and the other  documents,
certificates  and  instruments   contemplated  hereby   (collectively  with  the
Agreement, the "Transaction Documents") to which they are a party and to perform
the  transactions  contemplated  hereby  and  thereby.  Each of the  Transaction
Documents  to which the  Shareholders  are a party have been duly  executed  and
delivered by the Shareholders  and constitute a valid and binding  obligation of
the Shareholders, enforceable against them in accordance with their terms.

            (b) Accredited Investor.  The Shareholders:  (A) understand that any
securities  issued  by the  Buyer  hereunder  will not be  registered  under the
Securities  Act, or under any state  securities  laws, and are being offered and
sold in  reliance  upon  federal  and  state  exemptions  for  transactions  not
involving any public  offering,  (B) are acquiring any securities  issued by the
Buyer solely for their own account for investment purposes,  and not with a view
to the distribution thereof, (C) are sophisticated  investors with knowledge and
experience  in  business  and  financial  matters,  (D)  have  received  certain
information  concerning  the  Buyer  and  have  had the  opportunity  to  obtain
additional  information as desired in order to evaluate the merits and the risks
inherent in holding any securities issued by the Buyer, (E) are able to bear the
economic risk and lack of liquidity inherent in holding any securities issued by
the  Buyer,  and (F)  are  accredited  investors  as  defined  under  the  rules
promulgated under the Securities Act and applicable state law.

      4.  REPRESENTATIONS  AND  WARRANTIES  OF  BUYER.  In order to  induce  the
Shareholders to enter into this Agreement,  the Buyer represents and warrants to
the Shareholders as follows:

                                       9
<PAGE>

            (a)  Existence  and  Authority.  The  Buyer  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Utah.  The Buyer has all requisite  power and authority to own,  operate  and/or
license and lease its assets and to conduct its business as presently conducted.
The Buyer has all  requisite  power and  authority  to execute  and  deliver the
Transaction  Documents  to which it is a party and to perform  the  transactions
contemplated  thereby. Each of the Transaction Documents to which the Buyer is a
party has been duly  executed and  delivered by it and each  constitutes a valid
and binding obligation of the Buyer,  enforceable  against it in accordance with
its terms.

            (b) Effect of Agreement.  Except as disclosed on Schedule  4(b), the
execution,  delivery and performance of the  Transaction  Documents to which the
Buyer  is a party  do not and  will  not:  (a)  violate  any law or any  rule or
regulation of any governmental body or  administrative  agency, or conflict with
any judicial or administrative order or decree relating to the Buyer, except for
any such  violations  or  conflicts  which  would  not,  individually  or in the
aggregate, have a material adverse effect on the business, liabilities,  results
of  operations  or condition  (financial  or  otherwise)  (a  "Material  Adverse
Effect")  of the Buyer or impair  the  ability  of the Buyer to  consummate  the
transactions  contemplated by this Agreement; (b) constitute a breach or default
under any contracts binding on the Buyer; (c) require any consent,  notice to or
filing with any  governmental  authority or  administrative  agency or any third
party on behalf  of the  Buyer.  The  matters  described  on  Schedule  4(b) are
referred to as the "Buyer Required Consents."

            (c)  Litigation.  Except as  disclosed  in Buyer's  SEC  Reports (as
defined in Section 4(h), herein),  there are no material claims,  actions, suits
or investigations pending, or to the knowledge of the Buyer, threatened, against
the Buyer or its assets.

            (d) Brokers' Fees. The Buyer has not retained any broker,  finder or
agent,  nor has the Buyer incurred any liability or obligation,  nor will it, or
anyone  on its  behalf,  incur any  liability  or  obligation,  to pay any fees,
commissions or similar  payments to any broker,  finder or agent with respect to
the transactions contemplated by this Agreement.

            (e) Disclosure. No representation, warranty or statement made by the
Buyer in this Agreement or the exhibits or schedules hereto, or in any financial
statement,  other  written  financial  information  or  schedule,  or any  other
document,  certificate or other  instrument  furnished or to be furnished to the
Shareholders by or on behalf of the Buyer at or prior to the Closing pursuant to
this Agreement, contain or will contain any untrue statement of a material fact,
or omit to state any material fact necessary,  in light of the  circumstances in
which they were made,  to make the  statements  contained  herein or therein not
misleading.  There  is no  event,  fact  or  condition  that  has  had,  or that
reasonably  could be expected to have, a material  Adverse  Effect on the Buyer,
that has not been set forth in this Agreement or the Schedules hereto.

                                       10
<PAGE>

            (f) Shares.  All shares of the Buyer's  restricted common stock that
are  issued  to  Shareholders  pursuant  to  Section  2,  herein,  will  be duly
authorized, validly issued, fully paid, nonassessable and free of all preemptive
rights.  The Company's common stock is eligible for quotation on the NASD OTCBB.
Subject  to the  accuracy  of the  representation  made by the  Shareholders  in
Section 3(w), all of the Buyer's shares issued to the  Shareholders  were issued
in compliance with applicable federal and state securities laws.

            (g)  Accredited  Investor.   The  Buyer:  (A)  understand  that  any
securities  purchased by the Buyer  hereunder  will not be registered  under the
Securities  Act, or under any state  securities  laws, and are being offered and
sold in  reliance  upon  federal  and  state  exemptions  for  transactions  not
involving any public offering,  (B) is acquiring any securities purchased by the
Buyer solely for its own account for investment purposes, and not with a view to
the  distribution  thereof,  (C) is a sophisticated  investor with knowledge and
experience  in  business  and  financial  matters,   (D)  has  received  certain
information  concerning  the  Company  and  has had the  opportunity  to  obtain
additional  information as desired in order to evaluate the merits and the risks
inherent in holding any securities  purchased by the Buyer,  (E) is able to bear
the  economic  risk and lack of  liquidity  inherent in holding  any  securities
purchased by the Buyer,  and (F) is an Accredited  Investor as defined under the
Securities Act and applicable state law.

            (h) The Buyer has filed all reports required to be filed by it under
the  Securities  Act and the  Securities  Exchange Act of 1934,  as amended (the
"Exchange Act"), including without limitation pursuant to Section 13(a) or 15(d)
thereof,  for the three years  preceding the date hereof (or such shorter period
as the  Buyer  was  required  by law  to  file  such  material)  (the  foregoing
materials, including the exhibits thereto and incorporated by reference therein,
being  collectively  referred to herein as the "SEC Reports" and,  together with
the Disclosure  Schedules to this Agreement,  the  "Disclosure  Materials") on a
timely  basis or has  received a valid  extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension.  As of
their respective  dates, the SEC Reports complied in all material  respects with
the  requirements  of the  Securities Act and the Exchange Act and the rules and
regulations  of the  Commission  promulgated  thereunder,  and  none  of the SEC
Reports,  when  filed  or  deemed  filed  through  incorporation  by  reference,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The financial  statements of the Buyer  included in the SEC Reports
comply in all material respects with applicable accounting  requirements and the
rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial  statements have been prepared in accordance with
United States generally accepted  accounting  principles applied on a consistent
basis during the periods involved ("GAAP"), except as may be otherwise specified
in such  financial  statements  or the notes  thereto and except that  unaudited
financial  statements may not contain all footnotes required by GAAP, and fairly
present in all  material  respects the  financial  position of the Buyer and its
consolidated  subsidiaries  as of and for the dates  thereof  and the results of
operations  and cash flows for the periods then ended,  subject,  in the case of
unaudited statements, to normal year-end audit adjustments.

                                       11
<PAGE>

            (i) Material Changes. Since the date of the latest audited financial
statements included within the SEC Reports, and except as otherwise disclosed in
the SEC Reports, (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Buyer has not incurred any liabilities  (contingent or otherwise) other
than (A) trade payables and accrued expenses  incurred in the ordinary course of
business  consistent  with past practice and (B)  liabilities not required to be
reflected in the Buyer's financial statements pursuant to GAAP or required to be
disclosed in filings made with the  Commission,  (iii) the Buyer has not altered
its method of  accounting,  (iv) the Buyer has not declared or made any dividend
or  distribution  of cash or other  property to its  stockholders  or purchased,
redeemed or made any  agreements to purchase or redeem any shares of its capital
stock;  (v) the Buyer has not  issued  any  equity  securities  to any  officer,
director or Affiliate, except pursuant to existing Buyer stock option plans; and
(vi) the Buyer has not had any disagreement  with its independent  auditors that
would require public disclosure.

            (j)  Reorganization.   The  transactions   contemplated  hereby  are
intended to be a  reorganization  within the meaning of Section  368(a)(i)(B) of
the Internal Revenue Code of 1986.

      5. COVENANTS OF THE PARTIES.

            (a) Conduct of Business.  Between the date of this Agreement and the
Effective   Time,   except  as  disclosed  on  Schedule  5(a),  the  Shareholder
Representatives shall and shall cause the Company to:

                  (i) Conduct the  operations of the  Company's  business in the
            normal and customary manner in the ordinary course of business;

                  (ii)  Maintain  the Company  Assets in good  operating  order,
            repair and condition;

                  (iii) Keep in full force and effect any insurance described in
            Section 3(o);

                  (iv)  Perform  all  of  its  obligations   under  all  Company
            Contracts and not amend any provision  thereof other than amendments
            that involve a commitment or expenditure, or revenue to the Company,
            of less than $5,000;

                  (v)  Use  their  best  efforts  to  preserve   the   Company's
            organization   intact  and  maintain  its  relationships   with  its
            employees, suppliers and customers;

                                       12
<PAGE>

                  (vi)  Promptly  advise the Buyer of any adverse  change in the
            condition  (financial or otherwise) of the Company's business or the
            Company Assets;

                  (vii) Promptly advise the Buyer of the occurrence of any event
            or circumstance  which affects the  consummation of the transactions
            contemplated by this Agreement or which, if in existence on the date
            of this  Agreement,  would have been required to have been disclosed
            in a Schedule to this Agreement;

                  (viii) Not create or permit to exist any Lien of any kind with
            respect to any of the Company Assets,  except for liens in effect as
            of the date of this Agreement and disclosed on the Schedules hereto;

                  (ix) Not sell or dispose of any of the Company Assets,  except
            dispositions of inventory in the ordinary course of business;

                  (x)  Promptly  advise  the Buyer of any  change in the list of
            employees referred to in Section 3(p) or in the compensation payable
            to any such employee; and

                  (xi) Not make any capital  improvement or expenditure  without
            the  prior  consent  of  the  Buyer,   other  than  improvements  or
            expenditures  in the ordinary  course of business in amounts of less
            than $1,000;

            (b) Access and  Information.  Upon reasonable  advance  notice,  the
Shareholder Representatives shall permit the Buyer and its counsel,  accountants
and other  representatives  full access during normal  business hours to all the
properties,  assets,  books,  records,  agreements  and other  documents  of the
Company,  subject to execution of  appropriate  confidentiality  documents.  The
Shareholder  Representatives  shall furnish to the Buyer and its representatives
all  information  concerning  the Company,  the Company  Assets or the Company's
business as the Buyer may request. The Shareholder  Representatives shall permit
and  facilitate  communications  between the Buyer and the Company's  suppliers,
customers, landlords and other persons having relationships with the Company.

            (c) No Other Solicitations. Until the earlier of (i) the Closing, or
(ii) the termination of the Agreement,  the Shareholders  Representatives  shall
not,  and the  Shareholders  Representatives  shall cause each of the  Company's
officers, directors, employees, representatives and agents or affiliates of such
officers, directors,  employees,  representatives and agents not to, directly or
indirectly,  solicit, initiate or encourage any offer, proposal or inquiry from,
or engage in any discussions or negotiations with, any person regarding the sale
or lease  of the  capital  stock of the  Company,  its  business,  or any of the
Company Assets.  The Shareholder  Representatives  shall immediately  notify the
Buyer  of,  and shall  disclose  to the Buyer all  details  of,  any  inquiries,
discussions or negotiations of the nature described above.

                                       13
<PAGE>

            (d) Further Assurances. From and after the Closing Date, the parties
shall take such steps and  execute  such  documents  and  instruments  as may be
reasonably required to make effective the transactions contemplated hereby.

            (e)  Confidentiality.  In recognition of the confidential  nature of
certain of the information  which will be exchanged by the parties,  each of the
Buyer and the Shareholder Representatives agrees to retain in confidence, and to
require  its   directors,   officers,   employees,   consultants,   professional
representatives and agents  (collectively,  its  "Representatives") to retain in
confidence  all  information  transmitted or disclosed to it by the other party,
and  further  agrees  that it shall not use for its own  benefit  (other than in
connection with the  transactions  contemplated by this Agreement) and shall not
use or disclose to any third party, or permit the use or disclosure to any third
party of, any information  obtained from or revealed by any other party,  except
that each of the Buyer and the  Shareholder  Representatives  may  disclose  the
information to those of its  Representatives  who need the  information  for the
proper  performance of their assigned duties with respect to the consummation of
the transactions  contemplated  hereby. In making such information  available to
its Representatives,  the Buyer and the Shareholder  Representatives  shall take
all precautions to ensure that its  Representatives  use the information only as
permitted  hereby.  Notwithstanding  anything to the  contrary in the  foregoing
provisions,  such  information  may  be  disclosed:  (a)  where  it  is  legally
necessary,  to any regulatory authorities or governmental agencies; (b) if it is
required by court order or decree or applicable law; (c) if it is  ascertainable
or obtained from public or published  information;  (d) if it is received from a
third party not known to the  recipient to be under an  obligation  to keep such
information  confidential;  or (e) if the  recipient can  demonstrate  that such
information was in its possession prior to disclosure thereof in connection with
this  Agreement.  If any  party  is  required  to make  disclosure  of any  such
information by operation of law, such disclosing party will give the other party
prior  notice  of the  making  of such  disclosure  and will use all  reasonable
efforts to afford such other party an  opportunity to contest the making of such
disclosure.  In the event that the Closing does not occur, each of the Buyer and
the  Shareholder  Representatives  shall  immediately  deliver,  or  cause to be
delivered,  to the other  (without  retaining  any copies  thereof)  any and all
documents,  statements or other written information obtained from the other that
contain confidential information.

      6.  CONDITIONS  PRECEDENT TO BUYER'S  OBLIGATIONS.  The obligations of the
Buyer to consummate the transactions  contemplated by this Agreement are subject
to the satisfaction of the following conditions on or before the Closing Date:

            (a) Representations,  Warranties and Covenants.  The representations
and warranties of the Shareholders and the Shareholder Representatives contained
in this  Agreement  shall be true  and  correct  on the  Closing  Date,  and the
Shareholders and the Shareholder  Representatives  shall have duly performed and
complied  with all  covenants  required by this  Agreement  to be  performed  or
complied with by him on or prior to the Closing.

                                       14
<PAGE>

            (b) Absence of Litigation.  No action or proceeding shall be pending
or  threatened  by or  before  any  court or other  governmental  body or agency
seeking to restrain,  prohibit or invalidate the  transactions  contemplated  by
this Agreement or which would adversely affect the right of the Buyer to own the
Shares or the right of the Company to own, operate or control the Company Assets
or the Company's business after the Closing Date.

            (c) Absence of Change.  Between the date of this  Agreement  and the
Closing,  no adverse  change shall have occurred in the business,  operations or
financial or other condition of the Company, its business or the Company Assets,
nor shall there have occurred any casualty loss or destruction of, or damage to,
any of the Company Assets.  Notwithstanding the foregoing, the Buyer understands
that the Company is currently insolvent and such insolvency shall not constitute
a Material Adverse Effect for any purpose of this Agreement.

            (d) Consents and Approvals.  All (i) Company Required Consents, (ii)
licenses, (iii) other orders or notifications of, or registrations, declarations
or filings with, or expiration  of waiting  periods  imposed by, any  applicable
governmental or judicial authority and (iv) consents, approvals,  authorizations
or notifications of any other third parties,  all as required in connection with
consummation of the transactions  contemplated by this Agreement,  including the
operation  of the  Company's  business  by the  Buyer,  shall  have been made or
obtained or shall have occurred.

            (e) Compliance Certificate. The Shareholder  Representatives,  shall
have delivered to the Buyer a certificate (without qualification as to knowledge
or  materiality or otherwise  except as may be set forth in the  representations
and warranties  themselves) to the effect that each of the conditions  specified
in Sections 6(a) through 6(d) is satisfied in all respects.

            (f) Secretary's Certificate.  The Shareholder  Representatives shall
have caused to be delivered to the Buyer a  certificate  of the Secretary of the
Company,  dated  as of the  Closing  Date,  in  form  and  substance  reasonably
satisfactory to the Buyer,  certifying (i) the names of the Company's  officers,
together  with true  signatures  of such  officers;  (ii) that the copies of the
Articles of  Incorporation  and Bylaws of the Company attached thereto are true,
correct and complete;  and (iii) that the  resolutions of the Board of Directors
attached thereto  evidencing the approval of this Agreement and the transactions
contemplated  herein were duly  adopted,  have not been amended or rescinded and
are in full force and effect.

            (g) Resignations.  The Buyer shall have received resignations,  duly
executed,  by all officers and  directors  of the Company,  of their  respective
positions with the Company, effective as of the Effective Time.

            (h)  Employment  Agreements.  The  Buyer  shall  have  entered  into
employment  agreements  in form and  substance  reasonably  satisfactory  to the
Buyer, with the Key Employees reflected on Schedule 6(h).

                                       15
<PAGE>

            (i) Approvals. The Buyer shall have received all required government
approvals and certifications for operation of the Company's business.

      7. CONDITIONS PRECEDENT TO SHAREHOLDERS'  OBLIGATIONS.  The obligations of
the  Shareholders to consummate the  transaction  contemplated by this Agreement
are subject to the satisfaction of each of the following conditions on or before
the Closing Date:

            (a) Representations,  Warranties and Covenants.  The representations
and  warranties  of the  Buyer  contained  in this  Agreement  shall be true and
correct  on the  Closing  Date,  and the Buyer  shall  have duly  performed  and
complied  with all covenants and  obligations  required by this  Agreement to be
performed or complied with by it on or before the Closing Date.

            (b)  Compliance  Certificate.  The Buyer shall have delivered to the
Shareholders a certificate (without qualification as to knowledge or materiality
or otherwise  except as may be set forth in the  representations  and warranties
themselves)  to the effect  that the  condition  specified  in  Section  7(a) is
satisfied in all respects.

            (c) Absence of Litigation.  No action or proceeding shall be pending
by or before any court or other governmental body or agency seeking to restrain,
prohibit or invalidate the transactions contemplated by this Agreement.

            (d) Secretary's Certificates.  The Shareholder Representatives shall
have  received a  certificate  of the  Secretary  of the Buyer,  dated as of the
Effective   Time,  in  form  and  substance   reasonably   satisfactory  to  the
Shareholders,  certifying (i) the names of its officers  authorized to sign this
Agreement,  the certificates  and the other documents and instruments  delivered
pursuant  to this  Agreement  by the  Buyer,  as the case may be,  or any of its
officers,  together with true signatures of such officers;  (ii) that the copies
of the Articles of Incorporation  and Bylaws attached thereto are true,  correct
and complete and (iii) that the  resolutions of the Board of Directors  attached
thereto   evidencing  the  approval  of  this  Agreement  and  the  transactions
contemplated  herein were duly  adopted,  have not been amended or rescinded and
are in full force and effect.

            (e) Other  Documents.  The  Shareholder  Representatives  shall have
received such other  agreements,  documents,  and instruments as the Shareholder
Representatives  may have  reasonably  requested  to  effect  and  evidence  the
consummation of the transactions contemplated by the Agreement.

            (f) Stock  Certificates.  The Shareholders shall have received stock
certificates for the shares of Buyer's common stock to be delivered hereunder in
the name of each Shareholder and in the amounts for each such Shareholder as set
forth on Exhibit A.

                                       16
<PAGE>

      8. INDEMNIFICATION.

            (a) General.

                  (i)  Subject  to  the  limitations   contained   herein,   the
            Shareholders shall,  severally and not jointly, only with respect to
            paragraph (i)(B) below, and the Shareholder  Representatives  shall,
            severally and not jointly with respect to all the paragraphs  below,
            indemnify  the Buyer in  respect  of,  and hold the  Buyer  harmless
            against,  any and all  debts,  obligations  and  other  liabilities,
            monetary damages,  fines,  fees,  penalties,  interest  obligations,
            deficiencies,  losses and  expenses  (including  without  limitation
            amounts  paid  in  settlement,   interest,  court  costs,  costs  of
            investigators,   reasonable   fees  and   expenses   of   attorneys,
            accountants,   financial  advisors  and  other  experts,  and  other
            expenses  of  litigation)  incurred  or suffered by the Buyer or the
            Company ("Buyer Damages"):

                        (A)    resulting    from,    or    relating    to    any
                  misrepresentation,  breach of  warranty  or failure to perform
                  any  covenant  or  agreement  of  the   Shareholders   or  the
                  Shareholder Representatives contained in this Agreement or any
                  certificate delivered pursuant hereto;

                        (B) resulting  from any failure of such  Shareholder  to
                  have good and valid title to the Shares, free and clear of all
                  liens, claims, pledges,  options, adverse claims or charges of
                  any nature  whatsoever  other than those imposed by applicable
                  securities laws; or

                        (C)  resulting  from any claim by any  current or former
                  security  holder of the Company,  or any other  person,  firm,
                  corporation or entity,  seeking to assert,  or based upon: (I)
                  ownership  or a right to  ownership  of any  shares of capital
                  stock of the Company  which is claimed to have arisen prior to
                  the Closing;  (II) any rights of a shareholder of the Company,
                  including,  without  limitation,  rights  with  respect to any
                  option,  preemptive  rights or rights to notice or to vote, in
                  each case with respect to capital  stock of the Company  owned
                  or claimed to have been owned prior to the Closing;  (III) any
                  rights  under the Articles of  Incorporation  or Bylaws of the
                  Company as in effect at any time prior to the Closing; or (IV)
                  any claim  that his,  her or its  shares of the  Company  were
                  wrongfully  repurchased  by the Company  prior to the Closing;
                  provided that all the foregoing obligations under this Section
                  8(a)(i) shall be subject to the  limitations  set forth in the
                  last sentence of Section 8(b).

                  (ii) The Buyer shall indemnify the Shareholders in respect of,
            and hold  the  Shareholders  harmless  against,  any and all  debts,
            obligations and other  liabilities,  monetary damages,  fines, fees,
            penalties, interest obligations,  deficiencies,  losses and expenses
            (including without limitation amounts paid in settlement,  interest,
            court costs, costs of investigation, fees and expenses of attorneys,
            accountants,   financial  advisors  and  other  experts,  and  other
            expenses of  litigation)  incurred  or suffered by the  Shareholders
            ("Shareholders   Damages"),   resulting   from,   relating   to   or
            constituting any misrepresentation, breach of warranty or failure to
            perform any  covenant or  agreement  of the Buyer  contained in this
            Agreement; provided that all of the foregoing obligations under this
            Section  8(a)(ii) shall be subject to the  limitations  set forth in
            the last sentence of Section 8(b).

                                       17
<PAGE>

            (b) Claims for  Indemnification.  Whenever any claim shall arise for
indemnification under this Section 8, the party entitled to indemnification (the
"Indemnified  Party")  shall notify the party  against whom  indemnification  is
sought (the "Indemnifying Party") in writing of the facts constituting the basis
for such claim.  Such notice  shall  specify all facts known to the  Indemnified
Party giving rise to such indemnification right and the amount or an estimate of
the amount of the  liability  arising  therefrom.  The right to  indemnification
hereunder and the amount or the estimated  amount thereof,  as set forth in such
notice,  shall be deemed agreed to by the Indemnifying  Party unless,  within 15
days after the  receipt of such  notice,  the  Indemnified  Party is notified in
writing that the Indemnifying Party disputes the right to indemnification as set
forth or estimated in such notice.  Notwithstanding  the foregoing,  the parties
agree that the Buyer Indemnified Party shall not be entitled to recover any sums
in excess of the consideration  paid to the Shareholders for the Shares and that
any such recovery shall be limited to the Shares themselves  without recourse to
monetary damages.

            (c) Right to Defend; Third-Party Claims. If the facts giving rise to
any such indemnification  right involve any actual or threatened claim or demand
by any third party against the  Indemnified  Party or any possible  claim by the
Indemnified  Party  against  any third  party,  such claim by or against a third
party shall be referred to as a "Third-Party  Claim." If the Indemnifying  Party
gives the  Indemnified  Party an  agreement  in writing,  in form and  substance
reasonably  satisfactory  to  counsel  to the  Indemnified  Party,  agreeing  to
indemnify and save the  Indemnified  Party harmless from all costs and liability
arising  from any  Third-Party  Claim,  the  Indemnifying  Party  may at its own
expense  undertake  full  responsibility  for the defense or prosecution of such
Third-Party  Claim and may  contest or settle it on such terms as it may choose.
If the Indemnifying Party fails to deliver such an agreement of indemnity to the
Indemnified   Party,  (1)  the  Indemnifying   Party  at  its  own  expense  may
nevertheless   participate  with  the  Indemnified   Party  in  the  defense  or
prosecution of the Third-Party Claim and in any and all settlement  negotiations
relating  thereto,  and (2) the  Indemnified  Party may  contest  or settle  the
Third-Party Claim on such terms at it may choose, although the Indemnified Party
shall not reach a  settlement  until he has  consulted  in good  faith  with the
Indemnifying  Party. Any such  participation  shall not relieve the Indemnifying
Party of his obligations to indemnify the  Indemnified  Party under this Section
8.

            (d) Right of  Set-Off.  With  respect to any claims by the Buyer for
indemnification  under this Section 8, the Buyer shall be entitled to a right of
offset against the shares  delivered to such  Shareholder as contemplated by and
limited in the last  proviso of Section  8(a)(i).  Such right of offset shall be
exercised by written  notice to the party or parties  against which the right of
offset is taken, which notice shall be given in accordance with the requirements
of Section 11(c) of this  Agreement and shall  indicate the total amount of such
offset.

                                       18
<PAGE>

            (e) Survival.

                  (i) The representations, warranties and covenants set forth in
            this Agreement (the "Representations") shall survive the Closing and
            the consummation of the transactions  contemplated by this Agreement
            and continue  until  twelve  months  after the  Effective  Time (the
            "Termination  Date").  If notice  of a Claim is given in  accordance
            with  this  Section  8  before  the   Termination   Date,  then  the
            Representation  applicable  to such Claim shall survive  until,  but
            only for purposes of, the resolution of such Claim.

                  (ii)  Notwithstanding the provisions of Section 8(e)(i) above,
            with  respect to any Claims for  indemnification  by an  Indemnified
            Person based on, arising from, resulting from or related to fraud or
            willful  misrepresentation,  the  Representations  shall survive the
            Termination  Date and  shall  remain  in force  and  effect  for the
            duration   of   the   applicable   statute   of   limitations.   All
            Representations  shall be deemed to be  material  and relied upon by
            the party or  parties to whom they were  made,  notwithstanding  any
            investigation  or  inspection  made by or on behalf of such party or
            parties.

      9. RESTRICTIVE COVENANTS.

            (a)  Noncompetition.  For a period of three years after the Closing,
the Shareholder Representatives shall not, directly or indirectly, in the United
States of  America,  enter into,  engage in, be employed by or consult  with any
business in connection with the manufacture or sale of any product or service in
competition with Buyer and its  subsidiaries and affiliates.  The prohibition of
this Section 9 shall apply to all activities of the Shareholder Representatives,
whether  as  individuals  or  a  corporation  acting  on  their  behalf,  or  as
independent  contractors,   partners  or  joint  venturers,  consultants  or  as
officers,  directors,  stockholders,  agents, employees or as a salesman for any
person,   firm,   partnership,   corporation  or  other  entity.  The  foregoing
restrictions shall not apply to the ownership of no more than two percent of the
outstanding  securities  of any  company  whose  stock is traded  on a  national
securities  exchange  or is  quoted  in the  Automated  Quotation  System of the
National Association of Securities Dealers (NASDAQ).

            (b) Nonsolicitation.  For a period of three years from and after the
Closing, the Shareholder  Representatives each agree that they will refrain from
soliciting  and  will  not,  either  directly  or  indirectly,   as  independent
contractors,  employees, consultants, agents, partners or joint venturers, or as
an  officer,  director,  stockholder,  agent or  employee  of any firm,  person,
partnership or corporation, or otherwise,  solicit the employees of Buyer or its
affiliates  (as defined in the  regulations  promulgated  by the  Securities and
Exchange  Commission  under the  Securities Act of 1933) to leave the service of
their employer.

                                       19
<PAGE>

            (c)  Extension.  The  period  of time  during  which  a  Shareholder
Representative is prohibited from engaging in the business  practices  specified
in Sections 9(a) and 9(b) of this  Agreement  shall be extended by any length of
time during which the Shareholder  Representative  is in breach of said Sections
9(a) or 9(b).

            (d) Enforcement.

                  (i) It is agreed and  understood  by and among the  parties to
            this Agreement that the restrictive  covenants set forth in Sections
            9(a) and 9(b) of this  Agreement  are  each  individually  essential
            elements of this  Agreement  and that,  but for the agreement of the
            Shareholder  Representatives each to comply with such covenants, the
            Buyer  would not have  agreed to enter  into  this  Agreement.  Such
            covenants of the Shareholder  Representatives  shall be construed as
            agreements independent of any other provision of this Agreement.

                  (ii) It is agreed by the parties to this Agreement that if any
            portion of the restrictive  covenants set forth in Sections 9(a) and
            9(b) of this  Agreement  is held to be  unreasonable,  arbitrary  or
            against public  policy,  then each such covenant shall be considered
            divisible both as to time and geographical  area, with each month of
            a specified  period being deemed a separate  period of time and each
            county within each state being deemed a separate  geographical area,
            it being the  intention of the parties that a lesser  period of time
            or  geographical  area shall be  enforced so long as the same is not
            unreasonable,  arbitrary or against  public  policy.  The parties to
            this  Agreement  agree  that,  in the event  any court of  competent
            jurisdiction  determines that a specified time period or a specified
            geographical  area is  unreasonable,  arbitrary  or  against  public
            policy,  a  lesser  time  period  or  geographical   area  which  is
            determined to be  reasonable,  nonarbitrary  and not against  public
            policy may be enforced against the Shareholder Representatives.

                  (iii) The parties  hereto agree that damages at law will be an
            insufficient  remedy  to Buyer  in the  event  that the  restrictive
            covenants of Sections  9(a) and 9(b) of this  Agreement are violated
            and  that,  in  addition  to any  remedies  or  rights  that  may be
            available to Buyer,  Buyer shall also be entitled,  upon application
            to a court of competent jurisdiction, to obtain injunctive relief to
            enforce the provisions of this Section 9.

      10. TERMINATION.

            (a) Termination.  This Agreement may be terminated at any time prior
to the Closing:

                  (i) By the mutual written consent of the parties;

                                       20
<PAGE>

                  (ii) By the  Buyer (if it is not then in breach of any term of
            this  Agreement),  if the  Shareholders:  (A) fail to perform in any
            material  respect the  agreements  contained  herein  required to be
            performed on or prior to the Closing,  or (B) materially  breach any
            of their  representations  or  warranties  contained  herein,  which
            failure or breach is not cured  within ten (10) days after the Buyer
            shall have notified the Shareholders of its intent to terminate this
            Agreement pursuant to this subparagraph;

                  (iii) By the  Shareholders  (if they are not then in breach of
            any term of this  Agreement),  if the Buyer: (A) fails to perform in
            any material respect its agreements  contained herein required to be
            performed on or prior to the Closing,  or (ii)  materially  breaches
            any of its  representations  or warranties  contained herein,  which
            failure  or  breach  is not cured  within  ten (10)  days  after the
            Shareholders  have  notified  the Buyer of their intent to terminate
            this Agreement pursuant to this subparagraph;

                  (iv) By either party, if there is any order, writ,  injunction
            or decree of any court or governmental or regulatory  agency binding
            on  such  party  which   prohibits  or  restrains  such  party  from
            consummating the transactions contemplated hereby; or

                  (v) by either party if the  transactions  contemplated  hereby
            have not been consummated on or before September 30, 2005 through no
            fault of the terminating party.

            (b) Effect on Obligations. Termination of this Agreement pursuant to
this Section 10 shall terminate all obligations of the parties hereunder, except
for the obligations  under Sections 11(b) (with respect to publicity),  and 5(f)
(with respect to confidentiality);  provided, however, that termination pursuant
to  subparagraphs  (ii) or (iii) of Section  10(a)  hereof shall not relieve the
defaulting or breaching party from any liability to the other party hereto.

      11. MISCELLANEOUS.

            (a) Expenses.  Each of the parties to this  Agreement  shall pay its
own expenses in connection with this Agreement and the transaction  contemplated
hereby; provided, however, the Company shall, at Closing, pay in cash the legal,
accounting  and  other  closing/transactional  fees  and  costs  of the  Company
(including  without limitation the fees and expenses of Wollmuth Maher & Deutsch
LLP, counsel to the Company) up to $18,000,  and the Buyer hereby guarantees and
agrees to cause the Company to make the foregoing payment.

            (b)  Publicity.  No party to this  Agreement  shall  issue any press
release or public disclosure relating to the subject matter of this Agreement or
the terms hereof without the prior written approval of the parties.

                                       21
<PAGE>

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

         If to Buyer:                      Copy to:
         -----------                       -------

         Richard Gabriel                   Robert C. Sanchez, Esq.
         DNAPrint Genomics, Inc.           Thomas P. McNamara, P.A.
         900 Cocoanut Avenue               2909 Bay to Bay Boulevard, Suite 309
         Sarasota, FL 34236                Tampa, FL 33629
                                           (813) 837-0727

         If to Shareholders:               Copy to:
         ------------------                -------

         Barbara Handelin                  Wollmuth Maher & Deutsch LLP
         1554 Paoli Pike, #307             500 Fifth Avenue, 12th floor
         West Chester PA  19380            New York, NY 10110
                                           Attn:  Mason H. Drake, Esq.

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

            (d) Governing  Law. This  Agreement  shall be governed and construed
exclusively  by the laws of the State of  Florida,  which law shall  govern  the
interpretation, validity and effect of this Agreement.

            (e) Choice of Forum. Exclusive jurisdiction and venue shall lie with
the courts of competent jurisdiction in Sarasota County, Florida.

            (f) Attorneys' Fees. In the event of any dispute arising out of this
Agreement,  the prevailing party shall be entitled to reasonable attorneys' fees
and costs from the non-prevailing party. Such fees and costs shall be payable up
to and including final appeal.

                                       22
<PAGE>

            (g)  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.

            (h)  Assignment.  This Agreement  shall be binding upon and inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns. This Agreement may not be assigned by any of the parties hereto without
the  prior  written  consent  of all other  parties  hereto,  and any  purported
assignment without such consent shall be void.

            (i) Headings.  The headings  contained in this  Agreement are solely
for the purpose of  reference,  are not part of this  Agreement and shall not in
any way affect the meaning or interpretation of this Agreement.

            (j) Amendments. Any waiver, amendment, modification or supplement of
or to any term or condition  of this  Agreement  shall be  effective  only if in
writing and signed by all parties hereto, and the parties hereto waive the right
to amend the  provisions  of this  Section  orally.  No  waiver of any  default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional  or not,  shall be  deemed  to  extend  to any  prior or  subsequent
default,  misrepresentation,  or breach of  warranty or  covenant  hereunder  or
affect in any way any rights  arising by virtue of any prior or subsequent  such
occurrence.

            (k) Severability.  In the event that any provision in this Agreement
shall be determined to be invalid,  illegal or unenforceable in any respect, the
remaining  provisions of this  Agreement  shall not be in any way impaired,  the
illegal,  invalid or  unenforceable  provision  shall be fully severed from this
Agreement, and there shall be automatically added in lieu thereof a provision as
similar in terms and intent to such severed provision as may be legal, valid and
enforceable.

            (l) Entire Agreement. This Agreement, and the Schedules and Exhibits
hereto, constitute the entire Agreement between the parties hereto pertaining to
the  subject  matter  hereof,  and  supersede  all  prior  and   contemporaneous
agreements and  understandings  between the parties with respect to such subject
matter.

            (m) Risk of Loss. The risk of loss, damage or condemnation of any of
the Company Assets from any cause  whatsoever shall be borne by the Shareholders
at all times prior to the Effective Time.

            (n)  Commercially  Reasonable  Efforts.  Each  party  agrees  to use
commercially  reasonable  efforts to satisfy the  conditions  to the Closing set
forth  in  this   Agreement  and  otherwise  to  consummate   the   transactions
contemplated by this Agreement.

                                       23
<PAGE>

      IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement
to be signed as of the date first above written.

                                                         DNAPrint genomics, Inc.



/s/Barbara Handelin                               By: /s/ Richard Gabriel
------------------------------------              -----------------------------
Barbara Handelin                                  Richard Gabriel, President


/s/Tandy Herren                                   /s/Pamela Fink
------------------------------------              -----------------------------
Tandy Herren                                      Pamela Fink


/s/David Housman                                  /s/Gerri Henwood
------------------------------------              -----------------------------
David Housman                                     Gerri Henwood


                                                              Founders' Group


/s/Michael Stolper                                By: /s/Christopher McConnell
------------------------------------              -----------------------------
Michael Stolper                                   Christopher McConnell


/s/Paula Enrietto                                 /s/Helga Kautsky
------------------------------------              -----------------------------
Paula Enrietto                                       Helga Kautsky


/s/Romeo Bachand                                  /s/James McCormick
------------------------------------              -----------------------------
Romeo Bachand                                     James McCormick


/s/Michael Chansky                                /s/Stephanie B. Abbuhl
------------------------------------              -----------------------------
Michael Chansky                                   Stephanie B. Abbuhl


/s/Lorin Randall                                  /s/Christopher F. McConnell
------------------------------------              -----------------------------
Lorin Randall                                     Christopher F. McConnell


/s/Brian Hughes                                   /s/Lissa Martinez
------------------------------------              -----------------------------
Brian Hughes                                      Lissa Martinez


                                       24
<PAGE>


Calco Partnership

By: /s/Cynthia Yingling                           /s/John McConnell
------------------------------------              -----------------------------
Cynthia Yingling                                  John McConnell


/s/Jennifer Parker                                /s/Leslie Mayer
------------------------------------              -----------------------------
Jennifer Parker                                   Leslie Mayer


/s/Robert E. Turner                               /s/Edmund R. Pitcher
------------------------------------              -----------------------------
Robert E. Turner                                  Edmund R. Pitcher


/s/Robert Keith                                   /s/Elliot Gerber, M.D.
------------------------------------              -----------------------------
Robert Keith                                      Elliot Gerber, M.D.


/s/Joseph D. Heard                                /s/Terrance Gallagher
------------------------------------              -----------------------------
Joseph D. Heard                                   Terrance Gallagher


/s/James Ryan                                     /s/Barbara M. Henagan
------------------------------------              -----------------------------
James Ryan                                        Barbara M. Henagan


/s/Dennis Alter                                   /s/Robert Fried
------------------------------------              -----------------------------
Dennis Alter                                      Robert Fried


/s/Geraldine Fried                                /s/James J. Kim
------------------------------------              -----------------------------
Geraldine Fried                                   James J. Kim


Eastman Limited Partnership                       MedInnova Partners, Inc.


By:/s/Jane N. Eastman                             By: /s/B.J. Underdown
------------------------------------              -----------------------------
Jane N. Eastman, General Partner                  B.J. Underdown, CEO

                                       25
<PAGE>

                                                     EXHIBIT A
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
Shareholder                                                  Kenna Shares         % Common          DNAG Shares
Common Shareholders
<S>                                                                  <C>               <C>                 <C>
Barbara Handelin                                                     462,500           29.324%             219,932
Tandy Herren                                                         462,500           29.324%             219,932
Pamela Fink                                                          312,488           19.813%             148,597
David Housman                                                         44,118            2.797%              20,979
Gerri Henwood                                                         44,118            2.797%              20,979
Michael Stolper                                                       44,118            2.797%              20,979
Founders' Group                                                      132,353            8.392%              62,938
Paula Enrietto                                                        37,500            2.378%              17,832
Helga Kautsky                                                         15,000            0.951%               7,133
Romeo Bachand                                                          7,500            0.476%               3,566
Richard Sherman                                                        7,500            0.476%               3,566
James McCormick                                                        7,500            0.476%               3,566
Total Common Shares                                                1,577,195                               750,000
Preferred Shareholders                                    Kenna Shares          % Preferred        DNAG Shares
Michael Chansky & Stephanie B. Abbuhl as JTTEN                         4,417            0.804%               6,029
Lorin Randall                                                          4,417            0.804%               6,029
Christopher F. McConnell                                              35,335            6.431%              48,231
Brian Hughes and Lissa Martinez                                       35,335            6.431%              48,231
Calco (Cynthia Yingling)                                              35,335            6.431%              48,231
John McConnell                                                         8,834            1.608%              12,058
Jennifer Parker                                                        8,834            1.608%              12,058
Leslie Gordon Mayer, PH.D.                                             4,417            0.804%               6,029
David Housman                                                         17,668            3.215%              24,116
Robert E. Turner                                                      35,335            6.431%              48,231
Edmund R. Pitcher                                                      8,834            1.608%              12,058
James B. McCormick, MD & Suzanne McCormick                            17,668            3.215%              24,116
Robert Keith                                                          35,335            6.431%              48,231
Elliot Gerber, MD                                                      4,417            0.804%               6,029
Joseph D. Heard Jr LLC(1)                                             11,778            2.144%              16,077
Terrance Gallagher                                                    11,778            2.144%              16,077
James Ryan                                                            11,778            2.144%              16,077
Barbara M. Henagan                                                     8,834            1.608%              12,058
Dennis Alter                                                          35,335            6.431%              48,231
Robert and Geraldine Fried                                             8,834            1.608%              12,058
AK Investments(2)                                                     35,335            6.431%              48,231
Gerri Henwood                                                          8,834            1.608%              12,058
Converted Debt
Eastman Family Fund                                                   45,936            8.360%              62,701
MedInnova                                                            114,841           20.900%             156,754
                                                           549,465; provided
                                                                    that the
                                                               foregoing are
                                                                       being
                                                               automatically
                                                              converted into
                                                            1,577,195 common
                                                                      shares
                                                           immediately prior
Total Preferred                                                   to Closing          100.000%             750,000
                                                              2,126,660 (pre
                                                               conversion of
                                                            Preferred shares
                                                              into 1,577,195
Total Issued Shares                                            common shares                             1,500,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       26
<PAGE>

(1)This partnership distributed March 2005 to:
Joseph Heard                                       11,778
Terrance Gallager                                  11,778
James Ryan                                         11,778
(2)Transferred to Jim Kim 12/04


                                       27
<PAGE>


                                  SCHEDULE 3(c)

                                 Capitalization

------------------------------------------------------------------
Kenna Capitalization Table 9.1.05
Common Shareholders                    Shares       Percentage
                                                     Ownership
Barbara Handelin                             462,500     21.7%
Tandy Herren                                 462,500     21.7%
Pamela Fink                                  312,488     14.7%
Co-Founders                                  132,354      6.2%
Founders' Group                              132,353      6.2%
Paula Enrietto                                37,500      1.8%
Helga Kautsky                                 15,000      0.7%
Romeo Bachand                                  7,500      0.4%
Richard Sherman                                7,500      0.4%
James McCormick                                7,500      0.4%

Preferred Shareholders                       549,465     25.8%

Total                                      2,126,660
------------------------------------------------------------------

All shares of Kenna Technologies distributed under the Kenna Technologies Stock
Plan of 2000.

                                       28
<PAGE>


                                  SCHEDULE 3(d)

                               Effect of Agreement

                                 No Disclosures

                                       29
<PAGE>

                                  SCHEDULE 3(e)

                                   Financials

Financial Statements of the Kenna Technology as of 8/31/05

------------------------------------------------------------------
                           Balance Sheet                 Aug 31, 05
                                                        ------------
ASSETS
      Current Assets
           Checking/Savings
               1003 o  Progress Operating (1/01)            1,216.57
                                                        ------------
           Total Checking/Savings                           1,216.57
                                                        ------------
      Total Current Assets                                  1,216.57
      Fixed Assets
           1603 o  Computer Equipment                      18,710.69
           1703 o  A/D - Computer Equipment               -18,710.69
                                                        ------------
      Total Fixed Assets                                        0.00
                                                        ------------
TOTAL ASSETS                                                1,216.57
                                                        ============
LIABILITIES & EQUITY
      Liabilities
           Current Liabilities
               Accounts Payable
                   2000 o  Accounts Payable                   650.00
                                                        ------------
               Total Accounts Payable                         650.00
               Other Current Liabilities
                   2201 o  Notes Payable - Current        350,000.00
                                                        ------------
               Total Other Current Liabilities            350,000.00
                                                        ------------
           Total Current Liabilities                      350,650.00
                                                        ------------
      Total Liabilities                                   350,650.00
      Equity
           3001 o  Preferred Stock - Series A           1,187,606.90
           3101 o  Common Stock                            17,207.61
           3900 o  Retained Earnings                   -1,708,260.18
           Net Income                                     154,012.24
                                                        ------------
      Total Equity                                       -349,433.43
                                                        ------------
TOTAL LIABILITIES & EQUITY                                  1,216.57
                                                        ============

------------------------------------------------------------------

                                       30
<PAGE>

------------------------------------------------------------------
                           P&L Statement               Jan - Aug 05
                                                       -------------
   Ordinary Income/Expense
           Expense
               6004 o  Consultants - Bus Dev & Mktg       -17,000.00
               6501 o  Salaries Exp - R&D                 -73,423.00
               7001 o  Salaries Exp - G&A                 -33,751.97
               7300 o  Accounting Fees                    -27,150.00
               7320 o  Legal Fees, Corp                    -4,249.02
               7330 o  Fees & Permits                         553.00
               7400 o  Bank Service Fees                      103.29
               7425 o  Internet/email Expense                 219.30
               7520 o  Depre Exp - Computer Equip             626.16
               8530 o  Corp Tax Expense - Non-Income           60.00
                                                       -------------
           Total Expense                                 -154,012.24
                                                       -------------
   Net Ordinary Income                                    154,012.24
                                                       -------------
Net Income                                                154,012.24
                                                       =============

------------------------------------------------------------------

                                       31
<PAGE>

                            2004 Financial Statements

------------------------------------------------------------------
                     Kenna Technologies Balance
                               Sheet                 Dec 31, 04
                                                   -------------
ASSETS
      Current Assets
           Checking/Savings
               1003 o  Progress Operating (1/01)        2,818.95
                                                   -------------
           Total Checking/Savings                       2,818.95
           Accounts Receivable
               1200 o  Accounts Receivable              3,240.00
                                                   -------------
           Total Accounts Receivable                    3,240.00
                                                   -------------
      Total Current Assets                             6,058.95
      Fixed Assets
           1603 o  Computer Equipment                  18,710.69
           1703 o  A/D - Computer Equipment           -18,084.53
                                                   -------------
      Total Fixed Assets                                  626.16
                                                   -------------
TOTAL ASSETS                                            6,685.11
                                                   =============
LIABILITIES & EQUITY
      Liabilities
           Current Liabilities
               Accounts Payable
                   2000 o  Accounts Payable             8,155.81
                                                   -------------
               Total Accounts Payable                   8,155.81
               Other Current Liabilities
                   2201 o  Notes Payable - Current    350,000.00
                   2301 o  Accrued Expenses           151,974.97
                                                   -------------
               Total Other Current Liabilities        501,974.97
                                                   -------------
           Total Current Liabilities                  510,130.78
                                                   -------------
      Total Liabilities                               510,130.78
      Equity
           3001 o  Preferred Stock - Series A       1,187,606.90
           3101 o  Common Stock                        17,207.61
           3900 o  Retained Earnings               -1,708,778.55
           Net Income                                     518.37
                                                   -------------
      Total Equity                                   -503,445.67
                                                   -------------
TOTAL LIABILITIES & EQUITY                             6,685.11
                                                   =============

------------------------------------------------------------------

                                       32
<PAGE>

------------------------------------------------------------------
                           Kenna Technologies P&L               Jan - Dec
                                                                   04
                                                               ---------
      Ordinary Income/Expense
              Income
                  4001 o  Biofusion Model Contract Revenu       4,722.67
                  4010 o  Grant Revenue                        16,500.00
                  4015 o  Consulting Income                    28,820.00
                  5003 o  Project Expense Reimbursement           429.25
                                                               ---------
              Total Income                                     50,471.92
              Cost of Goods Sold
                  5002 o  Project Expenses                      1,600.00
                                                               ---------
              Total COGS                                        1,600.00
                                                               ---------
          Gross Profit                                         48,871.92
              Expense
                  6004 o  Consultants - Bus Dev & Mktg          4,000.00
                  6504 o  Consulting Exp, Prod Devel           37,670.00
                  6505 o  Bus Meals & Ent, Prod Devel              67.84
                  6506 o  Travel & Ent-Oth, Prod Devel            935.45
                  7300 o  Accounting Fees                         650.00
                  7330 o  Fees & Permits                          468.00
                  7400 o  Bank Service Fees                       166.23
                  7425 o  Internet/email Expense                  979.64
                  7430 o  Meetings & Conferences                 -750.00
                  7435 o  Office Supplies Exp                     238.98
                  7442 o  Temporary Office Support                794.50
                  7445 o  Travel & Ent, Oth-G&A                   350.46
                  7450 o  Travel, Meals & Entertainment             8.63
                  7455 o  Telephone Expense                       573.09
                  7460 o  Postage & Freight, G&A                  640.11
                  7520 o  Depre Exp - Computer Equip            1,500.62
                  8530 o  Corp Tax Expense - Non-Income            60.00
                                                               ---------
              Total Expense                                    48,353.55
                                                               ---------
      Net Ordinary Income                                         518.37
                                                               ---------
Net Income                                                        518.37
                                                               =========

------------------------------------------------------------------

                                       33
<PAGE>


                            2003 Financial Statements

------------------------------------------------------------------
                     Kenna Technologies Balance Sheet     Dec 31, 03
                                                         -------------
ASSETS
      Current Assets
           Checking/Savings
               1003 o  Progress Operating (1/01)            2,175.45
                                                        ------------
           Total Checking/Savings                           2,175.45
                                                        ------------
      Total Current Assets                                  2,175.45
      Fixed Assets
           1603 o  Computer Equipment                      18,710.69
           1703 o  A/D - Computer Equipment               -16,583.91
                                                        ------------
      Total Fixed Assets                                    2,126.78
                                                        ------------
TOTAL ASSETS                                                4,302.23
                                                        ============
LIABILITIES & EQUITY
      Liabilities
           Current Liabilities
               Accounts Payable
                   2000 o  Accounts Payable                 4,749.20
                                                        ------------
               Total Accounts Payable                       4,749.20
               Other Current Liabilities
                   2201 o  Notes Payable - Current        350,000.00
                   2301 o  Accrued Expenses               153,517.07
                                                        ------------
               Total Other Current Liabilities            503,517.07
                                                        ------------
           Total Current Liabilities                      508,266.27
                                                        ------------
      Total Liabilities                                   508,266.27
      Equity
           3001 o  Preferred Stock - Series A           1,187,606.90
           3101 o  Common Stock                            17,207.61
           3900 o  Retained Earnings                   -1,693,840.78
           Net Income                                     -14,937.77
                                                        ------------
      Total Equity                                       -503,964.04
                                                        ------------
TOTAL LIABILITIES & EQUITY                                  4,302.23
                                                        ============

------------------------------------------------------------------

                                       34
<PAGE>

                            2002 Financial Statements

------------------------------------------------------------------
                    Kenna Technologies Balance Sheet    Dec 31, '02
                                                        -------------
ASSETS
      Current Assets
           Checking/Savings
               1003 o  Progress Operating (1/01)            28,697.81
                                                        -------------
           Total Checking/Savings                           28,697.81
           Accounts Receivable
               1200 o  Accounts Receivable                  15,000.00
                                                        -------------
           Total Accounts Receivable                        15,000.00
           Other Current Assets
               1304 o  Prepaid Expense - Other                 757.20
               1320 o  Advances to Employees                 1,117.65
                                                        -------------
           Total Other Current Assets                        1,874.85
                                                        -------------
      Total Current Assets                                  45,572.66
      Fixed Assets
           1603 o  Computer Equipment                       18,710.69
           1703 o  A/D - Computer Equipment                -12,876.43
                                                        -------------
      Total Fixed Assets                                     5,834.26
                                                        -------------
TOTAL ASSETS                                                51,406.92
                                                        =============
LIABILITIES & EQUITY
      Liabilities
           Current Liabilities
               Accounts Payable
                   2000 o  Accounts Payable                 11,336.15
                                                        -------------
               Total Accounts Payable                       11,336.15
               Other Current Liabilities
                   2201 o  Notes Payable - Current         350,000.00
                   2301 o  Accrued Expenses                171,203.74
                   2400 o  Deferred Revenue                  7,142.86
                                                        -------------
               Total Other Current Liabilities             528,346.60
                                                        -------------
           Total Current Liabilities                       539,682.75
                                                        -------------
      Total Liabilities                                    539,682.75
      Equity
           3001 o  Preferred Stock - Series A            1,187,606.90
           3101 o  Common Stock                             17,207.61
           3900 o  Retained Earnings                    -1,122,472.13
           Net Income                                     -570,618.21
                                                        -------------
      Total Equity                                        -488,275.83
                                                        -------------
TOTAL LIABILITIES & EQUITY                                  51,406.92
                                                        =============

------------------------------------------------------------------

                                       35
<PAGE>

                            2002 Financial Statements

------------------------------------------------------------------
Kenna Technologies P&L                   12 Months Ended 12/31/02
                               ------------------------------------
                                                   Variance
                                     Actual    $            %

Revenue
   Deal Income                     72,857      (177,143)   -70.9%
   Interest Income                    231        (5,769)   -96.2%

Total Revenue                      73,088      (182,912)   -71.5%

Cost of Sales                      21,123       141,377      87.0%

Total Gross Profit                 51,965       (41,535)   -44.4%
     GP %                                                    71.1%

Expenses
     Business Dev & Marketing     146,640        41,652      22.1%
     Product Development          278,398       638,002      69.6%
     General & Admin              197,546       114,387      36.7%

Total Expenses                    622,584       794,041      56.1%

Operating Profit (Loss)          (570,619)      752,506      56.9%

Taxes                                   0             0       0.0%

Net Income                      ($570,619)    $ 752,506      56.9%


------------------------------------------------------------------

                                       36
<PAGE>

                                  SCHEDULE 3(f)

                                     Assets

Material Property

1 IBM ThinkPad Notebook R32 computer (B. Handelin office) Serial # AK-V9ClW
purchased 2003

1 Dell Inspiron Notebook computer
Inspiron 4000 - DS/N TW-0791UH-12800-131-1552
OfficeJet G85 - S/N SGE07E1F86

See also, Schedule 3(j)

                                       37
<PAGE>


                                  SCHEDULE 3(g)

                                  Real Property

1.    Real Property owned: None
2.    Real Property leased: None

                                       38
<PAGE>


                                  SCHEDULE 3(h)

                              Contracts and Leases

See Schedule 3(j)

                                       39
<PAGE>

                                  SCHEDULE 3(i)

                                   Receivables

                                      None

                                       40
<PAGE>


                                  SCHEDULE 3(j)

                              Intellectual Property

Patents:

US Patent #5,808,918  issued September 15, 1998
Inventor(s):  Fink, P et al   Assignee:  Interleukin Genetics, Inc.
Hierarchical Biological Modeling System and Method as restricted to three of
five original claims upon re-examination at the USPTO in 2001.

US Patent # 6,108,635 issued August 22, 2000 Integrated disease information
system.
Inventor(s):  Herren, LT et al   Assignee:  Interleukin Genetics, Inc.

Trademarks, Tradenames:

KNOWLEDGEFUSION(R)  Serial Number  78/035045  registered  June 10, 2003 to Kenna
Technologies.

BIOFUSION(R) Serial Number 74677459  registered November 5, 1996.  Registered to
Interleukin Genetics and permission to use granted under ILGN/Kenna Technologies
License Agreement of August 18, 2000.

Computer Models

      1.    BoneFusion(TM) a computational simulation of bone remodeling.
      2.    CellCycleFusion,  a  computational  simulation  of  the  biochemical
            controls and pathways cell proliferation, homeostasis and programmed
            cell death; the cell cycle.
      3.    Tox/Redox,  a  computational  simulation  model  of the  biochemical
            pathways  in the liver  controlling  the  production  of energy  and
            metabolism of some toxic chemicals.
      4.    Macrophage  model, a a computational  simulation model of the immune
            cell type.
      5.    Osteoporosis  DPE: a  statistical  and graphic  model of  individual
            disease progression tailored to specific patient factors.
      6.    Periodontal  DPE: a  statistical  and  graphic  model of  individual
            disease progression tailored to specific patient factors.

                                       41
<PAGE>


                                  SCHEDULE 3(k)

                                Company Software

Windows Office XP:  Product Key:  HjWy2-64PCT-WT86H-9GQ3R-DPH3Y

Extend V5.0  Licenses:
5714308 - 7639
5714308 -8003
5714308 -8409

MindManager
MS4M-MM1-ES12-DD6M-34BA

                                       42
<PAGE>


                                  SCHEDULE 3(l)

                                   Litigation

                                      None

                                       43
<PAGE>


                                  SCHEDULE 3(m)

                              Compliance with Laws

There is not outstanding or, to the knowledge of the  Shareholders,  threatened,
any order or decree of any court,  governmental  agency or arbitration  tribunal
against or involving the Company or its business or the Company Assets.

Permits and Licenses

General Assignment and Bill of Sale with Interleukin Genetics, Inc. Dated August
18, 2000

This  license  provides  Kenna  Technologies  with a license to practice the art
covered by the following patents and trademarks (see also schedule 3j):

US Patent #5,808,918  issued September 15, 1998
Inventor(s):  Fink, P et al   Assignee:  Interleukin Genetics, Inc.
Hierarchical Biological Modeling System and Method as restricted to three of
five original claims upon re-examination at the USPTO in 2001.

US Patent # 6,108,635 issued August 22, 2000 Integrated disease information
system.
Inventor(s):  Herren, LT et al   Assignee:  Interleukin Genetics, Inc.

BIOFUSION(R) Serial Number 74677459  registered November 5, 1996.  Registered to
Interleukin Genetics and permission to use granted under ILGN/Kenna Technologies
License Agreement of August 18, 2000.

The  Agreement  also  acknowledges  the sale to Kenna of specific  computational
model assets which were  developed at  Interleukin  Genetics by Tandy Herren and
Pamela Fink:

The BioFusion models and all components  thereof for  Osteoporosis,  Periodontal
Disease (Bridge),  Otitis Media as well as component parts which are not part of
a working  model:  components of a Macrophage  Cellular  Model, a Toxicology and
Coronary Artery Disease models.

                                       44
<PAGE>


                                  SCHEDULE 3(o)

                                    Insurance

            Kenna Technologies currently has no insurance policies.

                                       45
<PAGE>


                                  SCHEDULE 3(p)

                               Employment Matters

There are no contracts,  litigation,  obligations to employees,  consultants, or
directors of Kenna Technologies.

Current Employees:

Barbara L.  Handelin,  PhD.,  CEO;  base salary  $150,000;  all past and current
compensation, including stock options, waived.

Tandy Herren, PhD., Chief Technology Officer; base salary $150,000, all past and
current compensation, including stock options, waived.

Current Directors:

Barbara Handelin, Ph.D.  President
Tandy Herren, Ph.D., Secretary
James McCormick, MD, Director
Romeo Bachand, MD., PhD,  Director

                                       46
<PAGE>


                                  SCHEDULE 3(q)

                                Employee Benefits

                      There are no employee benefit plans.

                                       47
<PAGE>


                                  SCHEDULE 3(r)

                               Absence of Changes

                                   No changes.

                                       48
<PAGE>


                                  SCHEDULE 3(s)

                           Related Party Transactions

                                      None

                                       49
<PAGE>


                                  SCHEDULE 4(b)

                             Buyer Required Consents

                                      None.

                                       50
<PAGE>


                                  SCHEDULE 5(a)

                               Conduct of Business

                                 No disclosures.

                                       51
<PAGE>


                                  SCHEDULE 6(h)

                                  Key Employees

Barbara L. Handelin, Ph.D.
Tandy L. Herren, Ph.D.


                                       52