Exhibit 10.1 Share Purchase Agreement






  Exhibit 10.1

  

  THIS AGREEMENT is
  made the day25th of November 2005.

  
  BETWEEN:


  
  THIS AGREEMENT 
  is
  made the 25th day of November 2005.


  
  
  BETWEEN:

PHARMANET GROUP
LIMITED (ABN 98 006 640
553), of Level 1, 284 Oxford Street, Leederville, Western Australia ("Pharmanet");



    AND

    
  MOLECULAR
  PHARMACOLOGY (USA) LIMITED of
  8721 Santa Monica Boulevard, Suite 1023, Los Angeles, California, U.S.A.
  90069-4507 ("MPLUSA").




    RECITALS:

	Pharmanet is the legal and beneficial
  owner of the MPL Shares.
	Pharmanet has agreed to sell and
  MPLUSA has agreed to purchase the MPL Shares on the terms and conditions set
  out in this Agreement.


  



 IT IS AGREED
    as follows:


  
  
  





  
  1. DEFINITIONS AND INTERPRETATION

  
    1.1 In this Agreement, unless the
    context or subject matter otherwise requires:

    
	"2005 Accounts"
    means MPL's balance sheet as at 30 June 2005 and profit and loss statement
    as at 30 June 2005;
	"2005 Accounts Date"
    means 30 June 2005;
	"Agreement" and
    "this Agreement" means the agreement hereby constituted and
    includes the recitals;
	"ASX" means
    Australian Stock Exchange Limited;
	"Business Day"
    means a day which is not a Saturday, Sunday or public holiday in Western
    Australia;
	"Business Records"
    means all of the records, books, documents and data relating to or used by
    MPL in connection with the affairs of MPL including customer base records,
    rental schedules, computer programs and records, specifications, processors,
    operator sheets, formula, quality control and inspection data and
    instructions;
	"Completion" means
    completion of this Agreement and the sale and purchase of the MPL Shares in
    accordance with the terms of this Agreement;
	"Completion Date"
    means the date on which Completion occurs;
	"Corporations Act"
    means the Corporations Act 2001 (Commonwealth);
	"Encumbrance" means
    an interest or power:


    

  


  	reserved in or over an interest in
      any asset including, but not limited to, any retention of title; or
	created or otherwise arising in or
      over any interest in any asset under a bill of sale, mortgage, charge,
      lien, pledge, trust or power,


  



  
        by way of
        security for the payment of a debt or any other monetary obligation or
        the performance of any other obligation and includes, but is not limited
        to any agreement to grant or create any of the above;

  



    



  	"GST" means the
    Goods and Services Tax imposed by "A new Tax System (Goods and
    Services) Tax Act 1999";
	"Licensed Field"
    means the topical application of the Technology for human use only, and
    specifically excludes:-




    


  	dermatological or cosmetic use, or
      tissue repair or tissue regeneration effect; and
	any use or application of the
      Technology in non-human groups or species


  




  	"Licensed Product"
    means products for use within the Licensed Field which are developed using
    or which otherwise incorporate any aspect of the Intellectual Property and
    specifically excluding the Thermalife cream, presently owned by Pharmanet
    the holding company of the Licensor;
	"MPL" means
    Molecular Pharmacology Limited (ACN 110 037 860) of Level 1, 284 Oxford
    Street, Leederville, Western Australia;11 November 2005 between Cambridge
    Scientific Pty Ltd (ACN 109 247 118) and MPL by which MPL was granted the
    exclusive license to use, develop, commercialize and sub-license the
    Licensed Product on the terms set out in the agreement;
	"MPL Shares" means
    all of the issued capital of MPL;
	"Patents" means all
    patents relating to the Technology, patent applications filed by or on
    behalf of the Licensor now and in the future (including patents or patent
    applications relating to the Licensor's Improvements and the Licensee's
    Improvements) and any proposed patent as set out in a patent strategy in any
    jurisdiction in the Territory including those set out in Schedule 1;
	"Party" means a
    party to this Agreement and "Parties" has a corresponding meaning;
	"Purchase Shares"
    means eighty eight million (88,000,000) fully paid common shares in the
    capital of MPLUSA;
	"Related Body Corporate"
    has the meaning given to that term in the Corporations Act;
	"SEC" means
    Securities and Exchange Commission of the United States of America;
	"Share" means an
    ordinary fully paid share in the capital of MPL;
	"Tax" means any
    tax, levy, charge, impost, duty, fee, deduction, compulsory loan,
    withholding, stamp, transaction, registration, duty or similar charge which
    is assessed, levied, imposed or collected by any government agency and
    includes, but is not limited to any interest, fine, penalty, charge, fee or
    any other amount imposed on, or in respect of any of the above;
	"Technology" means
    the product or invention:-




    


  	metallo-polypeptide analgesic
      production method and all improvements and all industrial and intellectual
      property rights which may be derived or obtained from the Patents; and
	the Documentation which forms part
      of the Patent and contains technical information relating to the Patents;


  




  	"US GAAP" means
    United States Generally Accepted Accounting Principles;
	"Warranties" means
    the warranties given by Pharmanet pursuant to this Agreement.




    
    1.2 Unless the context otherwise
      requires, in the interpretation of this Agreement:
	The singular shall include the
    plural and vice versa;



    -2-

    

	Reference to any Party shall mean
    and include a reference to that Party, its successors and assigns;
	References to recitals, schedules,
    pages and clauses are references to recitals, schedules, pages and clauses
    of this Agreement;
	Headings in this Agreement are for
    convenience only and shall not affect its interpretation; and
	A reference to currency means
    Australian dollars.


2. SALE OF MPL SHARES


  
2.1 Pharmanet agrees to sell to MPLUSA
    and MPLUSA agrees to purchase from Pharmanet the MPL Shares for the purchase
    price and on the terms and conditions set out in this Agreement.
2.2 The purchase price for the MPL
    Shares will be satisfied by MPLUSA issuing to Pharmanet the Purchase Shares
    free from Encumbrances.. 

3. COMPLETION
  

3.1 Completion shall occur at the
    offices of Pharmanet or its solicitors within fourteen (14) days of the date
    of execution of this Agreement.

3.2 At Completion:-

	Pharmanet must deliver to MPLUSA or
    its agent:-



	the share certificates for the MPL
      Shares;
	completed transfers of the MPL
      Shares duly executed by Pharmanet as transferor in favour of MPLUSA as
      transferee;
	the Business Records;
	the certificate of incorporation,
      common seal and all statutory, minute and other record books of MPL;
	all ledgers, journals and books of
      account of MPL;
	all taxation records of MPL; and
	all cheque books and bank records
      of MPL,



	MPLUSA must issue to Pharmanet the
    Purchase Shares which are free from Encumbrances.


3.3 On Completion, beneficial
      ownership in the MPL Shares will pass to MPLUSA.
3.4 At or before Completion, Pharmanet
      must ensure that a meeting of the directors of MPL is held which approves
      the registration of MPLUSA as holder of the MPL Shares in the books of MPL,
      subject to the payment of stamp duty on the transfer of those shares (if
      applicable).

3.5 If the Pharmanet is liable to pay
      GST on the sale of the MPL Shares:-

	MPLUSA must pay to the Pharmanet
    making the supply the GST payable;
	payment of the additional amount
    must be made at the same time as the payment for the taxable supply is
    required to be made; and
	Pharmanet must provide a Tax Invoice
    to MPLUSA.




4. PROXY STATEMENT


  

  As promptly as
  practicable after the execution of this Agreement, MPLUSA shall prepare, and
  file with the SEC, preliminary proxy materials relating to the Agreement to
  obtain stockholder approval. Pharmanet shall provide promptly to MPLUSA such
  information concerning Pharmanet and MPL as, in the reasonable judgment of
  Pharmanet, MPLUSA or their respective counsel, may be required or appropriate
  for inclusion in the proxy statement, or in any amendments or supplements
  thereto. This includes current audited and unaudited quarterly financial
  statements of MPL conforming to US GAAP as required by the SEC. At the
  earliest practicable time following the later of:-


  -3-





	receipt and resolution of SEC
      comments thereon, or
	the expiration of the 10-day
      waiting period provided in Rule 14a-6(a) promulgated under the US
      Securities Exchange Act of 1934,



    MPLUSA shall file
    definitive proxy materials with the SEC and cause the proxy statement to be
    mailed to its stockholders. MPLUSA will use commercially reasonable efforts
    to cause all documents that it is responsible for filing with the SEC or
    other regulatory authorities in connection with the Agreement (or as
    required or appropriate to facilitate the Agreement) to comply in all
    material respects with all applicable legal requirements. Prior to filing
    the preliminary proxy materials, definitive proxy materials or any other
    filing with the SEC or any other governmental entity, MPLUSA shall provide
    Pharmanet with reasonable opportunity to review and comment on each such
    filing in advance and MPLUSA shall in good faith consider including in such
    filings all comments reasonably proposed by Pharmanet.


    
    5. WARRANTIES

    
    
5.1 To the best of its knowledge and
      belief, Pharmanet represents and warrants to MPLUSA as at the time
      immediately before Completion in the terms set out in Schedule 2.
5.2 Pharmanet indemnifies MPLUSA
      against all liabilities, losses, damages, actions, claims, costs, charges
      and expenses suffered or incurred by MPLUSA as a result of any of the
      representations or warranties contained in clause 5.1 proving to be
      incorrect.

5.3 Pharmanet acknowledges that MPLUSA
      enters into this Agreement in reliance upon the Warranties and that MPLUSA
      would not have entered into this Agreement but for the Warranties.

5.4 Each of the Warranties is to be
      construed independently of the others and is not limited by reference to
      any other Warranty.
  
  
  
6. NOTICES
  

6.1 Each notice authorised or required
    to be given to a Party shall be in writing and may be delivered personally
    or sent by properly addressed and prepaid mail or facsimile in each case
    addressed to the Party at its address set out in sub-clause 6.2, or as the
    case may be to such other address as it may from time to time notify to the
    other Parties pursuant to sub-clause 6.3.

6.2 The initial address of the Parties
    shall be as follows:
  


In the case of MPLUSA:

  8721 Santa Monica
  Boulevard

  Suite 1023

  Los Angeles

  California

  U.S.A. 90069-4507

  Attention: Secretary

  
   

  
  In the case of
  Pharmanet:

  


  -4-




  

Level 1

  284 Oxford Street

  Leederville

  Western Australia
  6007

  Facsimile: INT + 61 8
  (9 443 2859)

  Attention: Company
  Secretary

   

  

6.3 Each Party may from time to time
    change its address by giving notice pursuant to clause 6 to the other
    Parties.
6.4 Any notice given pursuant to clause
    6 will be conclusively deemed to have been received:

	In the case of personal delivery, on
    the actual day of delivery if delivered prior to 5 pm (Perth time) on a
    Business Day or on the next following Business Day if delivered after 5 pm
    (Perth time) on a Business Day or on other than a Business Day;
	If sent by mail, on the seventh
    clear Business Day after the day of posting; or
	If sent by facsimile, on the day the
    facsimile was sent by clear transmission.


7. FURTHER ASSURANCE


  
7.1 Each Party shall sign, execute and
    do all deeds, acts, documents and things as may reasonably be required by
    the other Party to effectively carry out and give effect to the terms and
    intentions of this Agreement.
8. GOVERNING LAW

  
This Agreement shall be governed by
    and construed in accordance with the law from time to time in the State of
    Western Australia and the Parties agree to submit to the non-exclusive
    jurisdiction of the courts of Western Australia and the courts which hear
    appeals therefrom.
9. VARIATION

  
9.1 No modification or alteration of the
    terms of this Agreement shall be binding unless made in writing dated
    subsequent to the date of this Agreement and duly executed by the Parties.
  
  
  10. COSTS
  

10.1 MPLUSA shall pay all stamp duty
    assessed and registration fees incurred in relation to this Agreement. Each
    Party shall bear their own legal costs of and incidental to the preparation
    and execution of this Agreement.

11. COUNTERPARTS

  
11.1 This Agreement may be executed in
    any number of counterparts (including by way of facsimile) each of which
    shall be deemed for all purposes to be an original and all such counterparts
    taken together shall be deemed to constitute one and the same instrument.
  
  

12. MISCELLANEOUS


  
12.1 Time shall be of the essence in this
    Agreement in all respects.


    EXECUTED
    as an Agreement.


    -5-




  
	
      EXECUTED by PHARMANET
      GROUP LIMITED (ABN 98 006 640 553) in accordance with Section 127 of
      the Corporations Act 2001:-

      
       

      
       

      

      

      /s/ John Palermo



    	
      )

      )

      )

      )
	
      
      Pharmanet

      Group
      
      

      
      Limited

      ACN 006 640 553
      
      


      
      Common Seal
      
      


       

      
       /s/
Simon Watson



  	
       

      
      Secretary/
      Director : . . . . . . . . . . . . . . . . .

      
       

      
      Full Name : . .John
      Palermo .
      . . . . . . . . . . . . . .
	
       

      
      Director : . . .
      . . . . . . . . . . . . . .

      
       

      
      Full Name : . . .Simon
      Watson
      . . . . . . . . . . . . . .



  






	
      MOLECULAR
      PHARMACOLOGY (USA) LIMITED

      
       

      
      By :
      Ian
      Downs                                                          

      
       

      
      Title :
      President, CEO, CFO, Secretary & Director

      
       

      
      Date :
      November 25,
      2005                                         
	
      )

      )

      )

      )

      )

      )

      )
	
      /s/
      Ian Downs

      _______________________________

      Signature

      

      /s/
      Alixe B. Cormick

      _______________________________

      Witness

      
Alixe
      B. Cormick

      Barrister & Solicitor

      Suite 618 - 688 West Hastings Street

      P.O. Box 28 Vancouver, BC Canada V6B 1P1 



 -6-






SCHEDULE 1


 PATENTS


 



  
	
      Country
	
      Patent application
      number
	
      Date application
      filed
	
      Invention

	
      Australia
	
      2004902854
	
      31 May, 2004
	
      Metallo-polypeptide analgesic
      production method

      
       

      
       

	
      Australia
	
      2005900638
	
      11 February, 2005
	
      Analgesic and anti-inflammatory
      composition

      
       

      
       

	
      United States of America
	
      USA Application 11/059,580 -
      derived from Australia Patent Application 2005900638
	
      16 February, 2005
	
      Analgesic and anti-inflammatory
      composition

      
       

      
       



  






  
    
    SCHEDULE 2

    
    
    WARRANTIES

    
     

    

  


  
1. SHARES AND CAPITAL
1.1 Title
    

    
Pharmanet is the
    beneficial owner of the MPL Shares which are free from Encumbrances.


    
    1.2 Consents
    

    Pharmanet is able
    to sell and transfer the MPL Shares without the consent of any other person
    and free of any pre-emptive rights or rights of first refusal.


    
    1.3 Issued Capital
    

    The MPL Shares are
    all of the issued shares in the capital of MPL.


    
    1.4 Fully Paid
    

    The MPL Shares are
    fully paid and no money is owing in respect of them.


    
    1.5 Issue of other securities
    

    MPL is not under
    any obligation to issue or allot, and has not granted any person the right
    to call for the issue or allotment of any shares or other securities of MPL
    at any time.


    
    1.6 No legal impediment
    

    The execution,
    delivery and performance by Pharmanet of this Agreement complies with:

	each law, regulation, authorisation,
    ruling, judgment, order or decree of any government agency;
	the Constitution of Pharmanet; and
	any Encumbrance or document which is
    binding on Pharmanet in relation to the MPL Shares and MPL.



  

    
    1.7 Authorisations

  

    

    Pharmanet has taken
    all necessary action to authorise the execution, delivery and performance of
    this Agreement in accordance with its terms.


  

    
    2. AUTHORITY


  

    2.1 Corporate Existence

  

    

    MPL:

	is a limited company;
	has the power to own its assets and
    carry on its business as it is now being conducted; and
	is not registered and is not
    required to be registered in any place other than its present place of
    incorporation.



  

    
    2.2 All Subsidiaries disclosed

  

    

    There are no
    subsidiaries of MPL.


  

    
    2.3 Compliance with constituent
      documents

  

    

    The business
    affairs of MPL have been conducted in accordance with the Constitution of
    MPL.



  

  

3. ACCURACY OF INFORMATION

  

3.1 Information accurate

  

    

    
To the best of
    Pharmanet's knowledge and belief, all information given by or on behalf of
    MPL or its advisers to MPLUSA or its advisers in respect of the sale of the
    MPL Shares is accurate and complete and not misleading.


  

    
    3.2 Material information disclosed

  

    

    All information
    which is material to a buyer for value of the MPL Shares has been disclosed
    to MPLUSA.

    


  

  
  4. THE 2005 ACCOUNTS


  

  4.1 Basis of preparation

  

    

    In all material
    respects, the 2005 Accounts:

	have been prepared in accordance
    with appropriate accounting standards required under the Corporations Act;
	where any item has been prepared on
    a different basis from that described in (a) above over the previous five
    (5) financial years, the deviation from the appropriate accounting standards
    is explained to MPLUSA in writing;
	show a true and fair view of the
    financial position and the assets and liabilities of MPL at the 2005
    Accounts Date and of the income, expenses and results of the operations of
    MPL for the financial period ended on the 2005 Accounts Date;
	are not affected by any unusual or
    non-recurring item;
	take account of all gains and
    losses, whether realised or unrealised, arising from foreign currency
    transactions;
	include all reserves and provisions
    for taxation that are necessary to cover all Tax liabilities of MPL in
    respect of any period up to the 2005 Accounts Date;
	include all liabilities of MPL at
    the 2005 Accounts Date; and
	set out all contingent liabilities
    of MPL at the 2005 Accounts Date.



  

5. POSITION SINCE 2005 ACCOUNTS DATE

5.1 Position since 2005 Accounts
        Date

  

    

    Since the 2005
    Accounts Date:

	the business of MPL has been
    conducted in the ordinary course of ordinary business and in a proper and
    efficient manner;
	MPL has not disposed of any of its
    assets;
	MPL has not acquired any assets;
	MPL has not incurred any liabilities
    other than in the ordinary course of ordinary business;
	there has been no material adverse
    change affecting the business of MPL, the assets of MPL or the financial or
    trading position or prospects of MPL; and
	no dividends, bonus issues or other
    distributions or repayments of shareholders' loans have been declared,
    made or paid by MPL.



  

    
    5.2 Liabilities

  

    

    MPL has no
    liabilities other than as disclosed in the 2005 Accounts or incurred by MPL
    in the ordinary course of ordinary business.


  

    -2-



  
  6. ASSETS


  

  
6.1 The only asset to which MPL is
    legally or beneficially entitled is its interest in the MPL Property.

  

6.2 Pharmanet shall execute, seal, do
    and perform all such papers, forms, applications, returns, documents, acts,
    matters and things upon request by MPLUSA in order to facilitate its
    performance of the obligations and undertaking on its part contained herein
    within a reasonable time and at the cost of MPLUSA.
  
  

  


  
7. RECEIVABLES


  

  7.1 Collectability

  

    

    All debts owing to,
    or amounts due to MPL, are collectable within three (3) months for their
    full amounts and are not subject to any counter-claim or set off except to
    the extent described or provided in the 2005 Accounts.


  

    
    7.2 Amounts Owing

  

    

    MPL is not owed any
    money other than trade debts incurred in the ordinary course of business and
    cash at bank.

  
    
    

  

  

  

8. SECURITY INTERESTS

  

8.1 List complete

  

    

    
MPL has granted or
    created, or agreed to grant or create, and is a party to only those loans,
    guarantees, letter of comfort, indemnities, finance leases, hire purchase
    agreements, or Encumbrances which are disclosed in the 2005 Accounts.

  
    
    

  

  

  

9. SHAREHOLDINGS AND MEMBERSHIPS

  

9.1 Shareholdings

  

    

    
MPL is not the
    holder or the beneficial owner of any shares or other capital or securities
    convertible into shares or other capital in any other company.


  

    
    9.2 Officers

  

    

    The details of the
    present directors, secretary, auditor and public officer of MPL are as shown
    in MPL's corporate register.


  

    10. EMPLOYEES


  

    10.1 Employment

  


    Pharmanet has
    arranged for the provision to MPLUSA of details of all employees and all
    written employment or service agreements in relation to MPL and MPL has no
    outstanding obligations to any former employees.


  

  
  11. COMPLIANCE WITH LEGISLATION


  

  11.1 Licenses obtained

  

  

  	To the best of Pharmanet's
    knowledge and belief, MPL has all necessary licenses, consents, permissions,
    authorities and permits required to conduct its business and have paid all
    fees due in relation to them and complied with all conditions under them;
    and
	To the best of its knowledge and
    belief, Pharmanet does not know of any factor which might prejudice the
    continuance or renewal of any license, consent, permission, authority or
    permit required under Warranty 11.1(a).


 -3-

  
  
  


  

  12. LITIGATION

  

  12.1 MPL not a party to any
        litigation

  

    

    
MPL is not, nor has
    it in the last six (6) months been a party or subject to any investigation,
    prosecution, litigation, arbitration proceedings or any other form of
    mediation or dispute resolution in respect of the business or the assets of
    MPL.


  

    
    12.2 No litigation pending or
      threatened

  

    

    No investigation,
    prosecution, litigation, proceeding or any other form of mediation or
    dispute resolution is pending or threatening.


  

    
    12.3 No circumstances

  

    

    To the best of
    Pharmanet's knowledge and belief, there are no circumstances which might
    given rise to any investigation, prosecution, litigation, proceeding or any
    other form of mediation referred to in Warranty 12.


  

    13. 

  

    SOLVENCY


  

    13.1 Liquidation or winding up

  

    

    MPL has not gone
    into liquidation or passed a winding-up resolution nor received a notice
    under Sections 601AA or 601AB of the Corporations Act.


  

    
    13.2 No petition

  

    

    No petition or
    other process for winding-up has been presented or threatened against MPL
    and, to the best of Pharmanet's knowledge and belief, there are no
    circumstances justifying a petition or other process.


  

    14. 

  

    RECORDS AND CONSTITUENT DOCUMENTS


  

    14.1 Records

  

    

    To the best of
    Pharmanet's knowledge and belief, all accounts, books, ledgers and
    financial and other records of MPL:

	are in all material respects
    up-to-date;
	have in all material respects been
    fully and accurately maintained;
	comply in all material respects with
    all legal requirements;
	to the best of Pharmanet's
    knowledge and belief, are in the possession or under the control of MPL; and
	will be delivered to MPLUSA on or
    before Completion.



  

    
    14.2 Constitution

  

    

    Pharmanet has
    arranged for the supply of an accurate and up-to-date copy of the
    Constitution of MPL to MPLUSA.


  

    
    14.3 Register of members

  

    

    MPL has not
    received any notice of any application or intended application for the
    rectification of its register of members or any other register which it is
    required by law to maintain.


  

    15. TAXES AND DUTIES


  

    15. 1Tax paid

  

    

    Any Tax payable in
    respect of any transaction, income or asset of MPL has been paid.


  

    
    15. 2 Provision in 2005 Accounts

  

    

    Adequate provision
    has been made in the 2005 Accounts for any Tax on MPL which Pharmanet is
    aware is payable or may become payable but which is unpaid.


  

    -4-



    
    15.3 Withholding Tax

  

    

    Any obligation
    under any applicable tax law to withhold as Tax amounts at source including
    but not limited to withholding tax, PAYE tax, prescribed payments system tax
    and royalties has been complied with.


  

    
    15.4 No capital gains tax relief

  

    

    MPL has not sought
    capital gains tax relief under Section 160ZZO of the Income Tax Assessment
    Act 1936 (or any other similar provision) with respect to any asset acquired
    by MPL and which is still owned by MPL.


  

    
    15. 5 Documents stamped

  

    

    Any duty payable in
    respect of any tax law in relation to any transaction or agreement to which
    MPL is or has been a party or by which MPL derives, or has derived a
    substantial benefit has been paid.


  

    
    15.6 Records

  

    

    MPL has maintained,
    in all material respects, proper and adequate records to enable it to comply
    with obligations to:

	prepare and submit any information,
    notices, computations, returns and payments required in respect of any
    applicable tax law;
	prepare any accounts necessary for
    the compliance of any applicable tax law; and
	retain necessary records as required
    by any applicable tax law.



  

    
    15.7 Returns submitted

  

    

    MPL has submitted
    any necessary information, notices, computations and returns to the relevant
    government agency in respect of any Tax or duty relating to MPL.


  

    
    15.8 Returns accurate

  

    

    To the best of
    Pharmanet's knowledge and belief having made due enquiry, any information,
    notice, computation and return which has been submitted by MPL to a
    government agency in respect of any Tax or duty:

	discloses all material facts that
    should be disclosed under any tax law;
	is not misleading; and
	has been submitted on time.



  

    
    15.9 Copies accurate

  

    

    All copies of any
    information, notice, computation or return submitted by MPL in respect of
    any Tax or duty which have been supplied by Pharmanet to MPLUSA or its
    advisers are true and complete copies of the originals.


  

    
    15.10 No Tax audit

  

    

    MPL is not aware of
    any pending or threatened Tax or duty audit.


  

    
    15.11 No disputes

  

    

    There are no
    undisclosed disputes with any government agency in respect of any Tax or
    duty.


  

    
    15.12 Availability of future income tax
      benefits

  

    

    To the best of
    Pharmanet's knowledge and belief, no event has occurred which has
    prevented or could prevent MPL obtaining the benefit of any future income
    tax benefit provided for in the 2005 Accounts.


  

    
    15.13 No tax arrangements

  

    

    MPL has not entered
    into any arrangement, agreement or tax ruling with any relevant government
    agency under any applicable tax law.


  

    -5-



    
    15.14 No prejudicial action

  

    

    To the best of
    Pharmanet's knowledge and belief, MPL has not taken any action which has
    or might alter or prejudice any arrangement, agreement or tax ruling which
    has previously been negotiated with or obtained from the relevant government
    agency under any applicable tax law.


  

    
    15.15 No third party liability

  

    

    To the best of
    Pharmanet's knowledge and belief, MPL is not or will not become liable to
    pay, reimburse or indemnify any person in respect of any Tax or duty
    relating to any act or omission occurring before Completion because of the
    failure of any other person to discharge that Tax or duty.


  

    
    15.16 Events since 2005 Accounts Date
  

  	Since the 2005 Accounts Date, MPL
    has not:


	made or incurred or committed to
      make or incur any payment or expenditure which will not be wholly
      deductible in computing its taxable income, other than expenditure on
      assets;
	disposed of any asset or supplied
      any service or business facility (including a loan of money or the
      letting, hiring or licensing of any property) in circumstances where the
      consideration actually received or receivable for the disposal or supply
      is less than the consideration regarded as received for Tax purposes;
	acquired any asset or received any
      service or business facility in circumstances where the consideration
      actually paid for the acquisition or receipt is more than the
      consideration which could be regarded as paid for Tax purposes; and
	entered into or been a party to
      any transaction which will or could give rise to any capital gain accruing
      to MPL under any applicable tax law.



	Since the 2005 Accounts Date, no
    event has occurred which gives rise to a Tax liability in respect of MPL on
    deemed (as opposed to actual) income, profits or gains or which results in
    MPL becoming liable to pay or bear a Tax liability directly or primarily
    chargeable against or attributable to another person.



  

    
    15.17 Disclosure

  

    

    All information
    necessary for the calculation of any Tax liabilities of MPL:

	up to the 2005 Accounts Date, has
    been disclosed to MPLUSA before the date of this Agreement; and
	between the 2005 Accounts Date and
    the Completion Date has been or will be disclosed to MPLUSA before the
    Completion Date.



  

16. INSURANCE


  

16.1 Insurances

  

    

    MPL does not have
    or maintain any current insurance policies.


  

    
    16.2 Claims

  

    

    There are no claims
    outstanding, pending, threatened or capable of arising against MPL (to the
    knowledge of Pharmanet) in respect of any accident or injury which are not
    covered by insurance.


  

  
  17. PURCHASE SHARES

  

  17.1 Purchase Entirely for Own
        Account.

  

    

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    Pharmanet
    understands that MPLUSA is entering into this Agreement with Pharmanet in
    reliance upon Pharmanet's representation to MPLUSA, which by Pharmanet 's
    execution of this Agreement Pharmanet hereby confirms, that the Purchase
    Shares to be received by Pharmanet in the common stock of MPLUSA is for its
    own account, not as a nominee or agent, and not with a view to the resale or
    distribution of any part thereof, and that Pharmanet has no present
    intention of selling, granting any participation in, or otherwise
    distributing the same. By executing this Agreement, Pharmanet further
    represents that Pharmanet does not have any contract, undertaking, agreement
    or arrangement with any person to sell, transfer or grant participations to
    such person or to any third person, with respect to any of the Purchase
    Shares.


  

    
    17.2 Disclosure of Information.
    Pharmanet has
    received and reviewed information about MPLUSA and has had an opportunity to
    discuss the business, management and financial affairs of MPLUSA with its
    management. Pharmanet understands and acknowledges that such discussions, as
    well as any written information issued by MPLUSA, (i) were intended to
    describe the aspects of MPLUSA's business and prospects which MPLUSA
    believes to be material, but were not necessarily an exhaustive description,
    and (ii) may have contained forward-looking statements involving known and
    unknown risks and uncertainties which may cause MPLUSA's actual results in
    future periods or plans for future periods to differ materially from what
    was anticipated and that no representations or warranties were or are being
    made with respect to any such forward-looking statements or the probability
    of achieving any of the results projected in any of such forward-looking
    statements.


    
    17.3 Investment Experience.
    Pharmanet
    acknowledges that it is able to fend for itself, can bear the economic risk
    of its investment and has such knowledge and experience in financial or
    business matters that it is capable of evaluating the merits and risks of
    the Purchase Shares.


    
    17.4 Regulation S.
    Pharmanet is an
    "non-U.S. person" as defined in Regulation S of the US Securities
    Act of 1933. The sale of the shares was completed in an offshore
    transaction, as defined in Rule 902(h) of Regulation S of the US Securities
    Act of 1933, as now in effect and shall submit to MPLUSA such further
    assurances of such status as may be reasonably requested by MPLUSA.
    Pharmanet:


	agrees to resell the Purchase
      Shares only in accordance with the provisions of Regulation S, pursuant to
      registration under the US Securities Act of 1933 or pursuant to an
      exemption from registration under the Securities Act of 1933;
	acknowledges that MPLUSA is
      required to refuse to register any sale of the Purchase Shares unless the
      transfer is in accordance with the provisions of Regulation S, pursuant to
      registration under the US Securities Act of 1933 or pursuant to an
      exemption from registration under the Securities Act of 1933; and
	agrees not to engage in hedging
      transactions with regards to the securities purchased unless in compliance
      with the US Securities Act of 1933.




    
    17.4 Restricted Securities.
    Pharmanet
    acknowledges, that the Purchase Shares to be issued pursuant to this
    Agreement will not have been registered under the US Securities Act of 1933,
    as amended, or any state securities law by reason of specific exemptions
    under the provisions thereof which depend in part upon the other
    representations and warranties made by Pharmanet in this Agreement.
    Pharmanet understands that the Purchase Shares to be received by Pharmanet
    in the transactions contemplated hereby will be "restricted
    securities" under applicable federal securities laws.


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    17.6 Legends.
    It is understood
    that the securities certificates evidencing the Purchase Shares may bear
    this or a similar legend:

    
    "THE
    SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
    THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR
    OTHER APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR
    INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE
    OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE
    WITH THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE 905, AND
    PRELIMINARY NOTES UNDER THE 1933 ACT OR (2) PURSUANT TO AN AVAILABLE
    EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (3) PURSUANT
    TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS INVOLVING THESE
    SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT."
    "

    and

  Any legend required by
  applicable state securities laws.


 

 

 




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