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EXHIBIT 10.1




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                         AGREEMENT OF PURCHASE AND SALE




                                      AMONG




                            GLOBAL PATH INCORPORATED

                               SWISS MEDICA, INC.

                                    PURCHASER


                          GENERAL COSMETICS CORPORATION

                               SELLING CORPORATION


                                       AND


                 THE FOUNDING SHAREHOLDER OF SELLING CORPORATION






                                 MARCH 31, 2003


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<TABLE>
<CAPTION>



                                TABLE OF CONTENTS

<S>     <C>                                                                                                       <C>

I.    Representations and Warranties of Selling Corporation and Founding Shareholder, Ronald F. Springer..........1
   1.01     Organization and Qualification........................................................................1
   1.02     Capitalization........................................................................................1
   1.05     Litigation and Claims.................................................................................1
   1.06     Properties............................................................................................1
   1.07     Contracts and Other Instruments.......................................................................2
   1.09     Patents and Trademarks................................................................................2
   1.10     Questionable Payments.................................................................................3
   1.11     Authority to Sell.....................................................................................3
   1.12     Unregistered Securities...............................................................................3
   1.13     Completeness of Disclosure............................................................................4
II.   Representations and Warranties of Global Path and Purchaser.................................................5
   2.01     Organization..........................................................................................5
   2.02     Validity of Shares....................................................................................5
   2.03     Authority to Buy......................................................................................5
III.     Exchange.................................................................................................5
   3.01     Terms of Exchange.....................................................................................5
   3.02     Closing...............................................................................................6
   3.03     Transactions at Closing...............................................................................7
   3.04     Reserved..............................................................................................7
   3.05     Indemnity Against Liabilities.........................................................................7
   3.06     Right to Purchaser to Withhold Future Payments........................................................7
IV.      Conditions to Obligations of Purchaser...................................................................8
   4.01     Accuracy of Representations and Compliance with Conditions............................................8
   4.02     Officers' Certificate Concerning Authority............................................................8
   4.04     Other Closing Documents...............................................................................9
   4.05     Review of Proceedings.................................................................................9
   4.06     Legal Action..........................................................................................9
   4.07     No Governmental Action...............................................................................10
   4.08     Approval of Selling Corporation's Shareholders.......................................................10
   4.09     [RESERVED]...........................................................................................10
   4.10     Listing..............................................................................................10
   4.11     [RESERVED]...........................................................................................10
   4.12     Hart-Scott Rodino Waiting Period.....................................................................10
   4.13     [RESERVED]...........................................................................................10
   4.14     Contractual Consents Needed..........................................................................10
   4.15     Other Agreements.....................................................................................10
   4.17     [RESERVED]...........................................................................................11
   4.18     [RESERVED]...........................................................................................11
   4.20     [RESERVED]...........................................................................................11
   4.21     Investment by Others.................................................................................11
   4.22     [RESERVED]...........................................................................................11
   4.23     [RESERVED]...........................................................................................11
   4.25     RESERVED.............................................................................................11
   4.26     Releases.............................................................................................11
   4.27     Non-competition Agreement............................................................................11
   4.28     Confidentiality Agreement............................................................................11
V.    Conditions to Obligations of Selling Corporation and Founding Shareholder..................................11
   5.01     Accuracy of Representations and Compliance with Conditions...........................................11
   5.02     Opinion of Counsel...................................................................................12
   5.03     Other Closing Documents..............................................................................12
   5.04     Review of Proceedings................................................................................12
   5.05     Legal Action.........................................................................................13
   5.06     Hart-Scott-Rodino Waiting Period.....................................................................13
   5.07     Other Agreements.....................................................................................13
VI.      Covenants and Agreements of Selling Corporation and Founding Shareholder................................13
   6.01     Access...............................................................................................14
   6.02     Conduct of Business..................................................................................14
   6.03     Advice of Changes....................................................................................14
   6.04     RESERVED.............................................................................................14
   6.05     Public Statements....................................................................................14
   6.06     Other Proposals......................................................................................14
   6.07     Bulk Sales...........................................................................................15
   6.08     Consents Without Any Condition.......................................................................15
   6.09     Release by Shareholder...............................................................................15
   6.10     Non-competition......................................................................................16
   6.12     File Tax Return......................................................................................16
   6.13     Voting by Founding Shareholder.......................................................................16
VII.     Covenants and Agreements of Purchaser...................................................................17
   7.01     Confidentiality......................................................................................17
   7.02     Bulk Sales...........................................................................................17
   7.03     RESERVED.............................................................................................18
VIII.    Miscellaneous...........................................................................................18
   8.01     Brokerage Fees.......................................................................................18
   8.02     Further Actions......................................................................................18
   8.03     Availability of Equitable Remedies...................................................................18
   8.04     Survival.............................................................................................18
   8.05     Appointment of Agent.................................................................................19
   8.06     Modification.........................................................................................19
   8.07     Notices..............................................................................................19
   8.08     Waiver...............................................................................................20
   8.09     Joint and Several Obligations........................................................................20
   8.10     Binding Effect.......................................................................................20
   8.11     No Third-Party Beneficiaries.........................................................................20
   8.12     Separability.........................................................................................20
   8.13     Headings.............................................................................................20
   8.14     Counterparts; Governing Law..........................................................................20


LIST OF EXHIBITS

         A        Information about Selling Corporation
         B        Assets to be purchased
         C        List of Intangibles owned and licensed
         D        List of contracts and other instruments
         E        Form of Officer's certificate of General Cosmetics concerning accuracy
         F        Form of Founding Shareholder' certificate concerning accuracy
         G        Release
         H        Form of Agreement Not To Compete
         I        Form of Confidentiality Agreement
         J        Prospective claims possibly affecting the Purchased Assets

</TABLE>


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                           ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT ("Agreement") dated as of March 31, 2003,
among  Global  Path  Incorporated,  a  corporation  organized  under the laws of
Delaware with offices in Toronto, Ontario, Canada ("Global Path"), Swiss Medica,
Inc, a Delaware corporation (the "Purchaser");  General Cosmetics Corporation, a
Delaware  corporation with offices at 138 Spring Street, New York, NY 10012 (the
"Selling Corporation"); and the Selling Corporation's Founding Shareholder named
in section 1 herein.

         The  Purchaser  desires  to  purchase  certain  specific  assets of the
Selling Corporation (the "Purchased Assets"), which assets are more particularly
described in the attached Exhibit B, in exchange for shares of a class of Global
Path common stock, and Selling Corporation desires to effect such exchange.

I.   REPRESENTATIONS   AND  WARRANTIES  OF  SELLING   CORPORATION  AND  FOUNDING
SHAREHOLDER, RONALD F. SPRINGER

     Selling Corporation,  Ronald F. Springer ("Founding Shareholder") represent
and warrant to Global Path and Purchaser as follows:

         1.01     ORGANIZATION AND QUALIFICATION

         Selling Corporation has no subsidiary or affiliate  corporation or owns
any  interest  in any other  enterprise  (whether  or not such  enterprise  is a
corporation). Exhibit A correctly sets forth as to Selling Corporation its place
of  organization,  principal  place of  business,  jurisdictions  in which it is
qualified to do business,  the business which it presently conducts and which it
contemplates conducting, and the. Selling Corporation is duly organized, validly
existing,   and  in  good  standing  under  the  laws  of  its  jurisdiction  of
organization,  with  all  requisite  power  and  authority,  and  all  necessary
consents, authorizations, approvals, orders, licenses, certificates, and permits
of and from, and declarations and filings with, all federal,  state,  local, and
other  governmental  authorities  and all  courts and other  tribunals,  to own,
lease,  license,  and use its properties and assets and to carry on the business
in which it is now engaged and the business in which it  contemplates  engaging.
Selling  Corporation  is duly  qualified to transact the business in which it is
engaged and is in good standing as a foreign  organization in every jurisdiction
in which its ownership,  leasing, licensing, or use of property or assets or the
conduct of the business makes such qualification necessary.

         1.02     CAPITALIZATION

         The   authorized   Common  Stock  of  Selling   Corporation   ("Selling
Corporation Common Stock"), which is outstanding is validly authorized,  validly
issued, fully paid, and non-assessable,  has not been issued and is not owned or
held in violation of any preemptive  right of any  Shareholder,  and is owned of
record  and  beneficially  by  the  Founding  Shareholder  in  the  amounts  and
percentages set out in Exhibit A hereto.

         1.03     [Reserved]

         1.04     [Reserved]

         1.05     LITIGATION AND CLAIMS

         There  is no  litigation,  arbitration,  claim,  governmental  or other
proceeding (formal or informal),  or investigation  pending,  threatened,  or in
prospect  (or any basis  therefor  known to  Selling  Corporation,  or  Founding
Shareholder)  with respect to the  Purchased  Assets,  except as outlined in the
attached Exhibit K.. Any other litigation,  arbitration,  claim, governmental or
other proceeding (formal or informal), or investigation pending,  threatened, or
in prospect (or any basis therefor known to Selling  Corporation or the Founding
Shareholder),  is outlined in the attached  Exhibit J, none of which are related
to the  Purchased  Assets.  Selling  Corporation  is not in violation  of, or in
default with respect to, any law, rule, regulation,  order, judgment, or decree;
nor is Selling Corporation,  or Founding Shareholder required to take any action
in order to avoid such violation or default.

         1.06     TITLE AND CONDITION OF ASSETS

         Selling  Corporation  has good and  marketable  title to the  Purchased
Assets  free and clear of all liens,  mortgages,  security  interests,  pledges,
charges, and encumbrances, except such as are listed in Exhibit D. The Purchased
Assets,  including without  limitation the product units and samples outlined in
Exhibit  B, are in new and  usable  condition,  and are in all ways  ready to be
marketed  and sold direct to the  consumer,  including  without  limitation  all
approvals, government and otherwise, necessary to such marketing and sale.

         1.07     CONTRACTS AND OTHER INSTRUMENTS

         Exhibit D accurately and completely sets forth the information required
to be  contained  therein  with  respect to Selling  Corporation,  and  Founding
Shareholder, identifying whether the matter disclosed therein relates to Selling
Corporation,  or to Founding Shareholder named therein.  Selling Corporation has
furnished  to the  Purchaser  (a) the  certificate  of  incorporation  (or other
charter document) and by-laws of Selling Corporation and all amendments thereto,
as presently in effect,  certified by the Secretary of the  corporation  and (b)
the following,  initialed by the chief executive officer of Selling Corporation:
(i) true and  correct  copies  of all  contracts,  agreements,  and  instruments
referred  to in  Exhibit  D; (ii) true and  correct  copies  of all  leases  and
licenses  referred  to  in  Exhibit  C;  and  (iii)  true  and  correct  written
descriptions  of  all  supply,   distribution,   agency,   financing,  or  other
arrangements  or  understandings  referred  to in  Exhibit  D.  Neither  Selling
Corporation, Founding Shareholder, nor (to the knowledge of Selling Corporation,
or  Founding  Shareholder)  any  other  party to any such  contract,  agreement,
instrument, lease, or license is now or expects in the future to be in violation
or breach of, or in  default  with  respect  to  complying  with,  any  material
provision  thereof,  and each such contract,  agreement,  instrument,  lease, or
license is in full force and is the legal,  valid, and binding obligation of the
parties thereto and is enforceable as to them in accordance with its terms. Each
such  supply,   distribution,   agency,   financing,  or  other  arrangement  or
understanding is a valid and continuing  arrangement or  understanding;  neither
Selling   Corporation,   nor  any  other  party  to  any  such   arrangement  or
understanding  has given notice of termination or taken any action  inconsistent
with the continuance of such  arrangement or  understanding;  and the execution,
delivery,  and  performance  of this  Agreement  will  not  prejudice  any  such
arrangement or understanding in any way. Selling Corporation enjoys peaceful and
undisturbed  possession  under  all  leases  and  licenses  under  which  it  is
operating.  Selling  Corporation  is not  party  to or  bound  by any  contract,
agreement, instrument, lease, license, arrangement, or understanding, or subject
to any charter or other  restriction,  which has had or may in the future have a
material  adverse  effect on the  financial  condition,  results of  operations,
business,  properties,  assets,  liabilities,  or future  prospects  of  Selling
Corporation.  Selling Corporation has not engaged within the last five years in,
is engaging in, or intends to engage in any transaction  with, or has had within
the last five years, now has, or intends to have any contract, agreement, lease,
license,  arrangement, or understanding with, Founding Shareholder, any employee
of Selling  Corporation  or any director,  officer or employee,  any relative or
affiliate of Founding Shareholder or of any such director, officer, or employee,
or any other corporation or enterprise in which Founding  Shareholder,  any such
director,  officer,  or employee,  or any such relative or affiliate then had or
now has a 5 percent or greater equity or voting or other  substantial  interest,
other  than  contracts  and  agreements  listed and so  specified  in Exhibit D.
Selling Corporation is not in violation or breach of, or in default with respect
to, any term of its certificate of incorporation  (or other charter document) or
bylaws.

         1.08     [Reserved]

         1.09     PATENTS AND TRADEMARKS

         Sellers  own all  right,  title  and  interest  in and to each  item of
intellectual  property among the Purchased Assets,  free and clear of any liens,
licences or other  encumbrances.  Sellers  have not  licensed  any of  Purchased
Assets to any third party, and no third party otherwise has any right to use any
of the  Purchased  Assets.  Selling  Corporation  has listed all patent,  patent
application,   trademark,  trademark  application,  trade  name,  service  mark,
copyright,  franchise,  or  other  intangible  property  or  asset  (all  of the
foregoing herein called  "Intangibles")  among the Purchased Assets in Exhibit B
and  Exhibit C, all of which are in good  standing  and  uncontested.  Exhibit C
accurately sets forth with respect to Intangibles  owned by Selling  Corporation
or by,  where  appropriate,  a statement  of cost,  book value,  and reserve for
depreciation of each item for tax purposes,  and net book value of each item for
financial  reporting  purposes,  and with  respect to  Intangibles  licensed  by
Selling  Corporation  from or to a third party,  a description  of such license.
There is no infringement by others of Intangibles of Selling Corporation.  There
is no Intangible of others which may materially  adversely  affect the Purchased
Assets.

         1.10     QUESTIONABLE PAYMENTS

         Neither Selling Corporation, any director, officer, agent, employee, or
other person  associated  with or acting on behalf of Selling  Corporation,  nor
Founding Shareholder has, directly or indirectly: (a) used any corporation funds
for unlawful  contributions,  gifts,  entertainment,  or other unlawful expenses
relating to  political  activity;  (b) made any  unlawful  payment to foreign or
domestic  government  officials or employees or to foreign or domestic political
parties or campaigns from  corporation  funds; (c) violated any provision of the
Foreign  Corrupt  Practices  Act of 1977;  (d)  established  or  maintained  any
unlawful or unrecorded fund of corporation  monies or other assets; (e) made any
false or fictitious  entry on the books or records of Selling  Corporation;  (f)
made any bribe, rebate, payoff,  influence payment,  kickback, or other unlawful
payment;  (g) given any favor or gift which is not deductible for federal income
tax purposes; or (h) made any bribe,  kickback, or other payment of a similar or
comparable  nature,  whether lawful or not, to any person or entity,  private or
public,  regardless of form, whether in money,  property, or services, to obtain
favorable treatment in securing business or to obtain special concessions, or to
pay for  favorable  treatment  for business  secured or for special  concessions
already obtained.

         1.11     AUTHORITY TO SELL

         Selling Corporation,  and Founding Shareholder have all requisite power
and authority to execute,  deliver,  and perform this  Agreement.  All necessary
corporation proceedings of Selling Corporation have been duly taken to authorize
the  execution,   delivery,   and  performance  of  this  Agreement  by  Selling
Corporation   and   (including,   without   limitation,   actions  by   Founding
Shareholder).  This Agreement has been duly authorized,  executed, and delivered
by  Selling  Corporation,  has been duly  executed  and  delivered  by  Founding
Shareholder,  constitutes  a legal,  valid,  and binding  obligation  of Selling
Corporation,  and  Founding  Shareholder,  and  is  enforceable  as to  them  in
accordance with its terms. No consent, authorization,  approval, order, license,
certificate,  or permit of or from, or  declaration or filing with, any federal,
state, local, or other governmental  authority or any court or other tribunal is
required by Selling  Corporation,  or Founding  Shareholder  for the  execution,
delivery,  or performance of this Agreement by Selling Corporation,  or Founding
Shareholder.  No consent of any party to any  contract,  agreement,  instrument,
lease, license,  arrangement,  or understanding to which Selling Corporation, or
Founding  Shareholder  is a  party,  or to  which  it or he or any of its or his
properties or assets are subject,  is required for the execution,  delivery,  or
performance of this Agreement  (except such consents referred to in Exhibit D as
having been obtained at or prior to the date of this Agreement, true and correct
copies  of  which,   initialed  by  the  chief  executive   officer  of  Selling
Corporation,  have been  delivered  to Global  Path or the  Purchaser);  and the
execution,  delivery, and performance of this Agreement will not violate, result
in a breach of,  conflict  with, or (with or without the giving of notice or the
passage of time or both)  entitle any party to terminate or call a default under
any  term  of  any  such  contract,   agreement,   instrument,  lease,  license,
arrangement,  or understanding,  or violate or result in a breach of any term of
the  certificate  of  incorporation  (or other  charter  document) or by-laws of
Selling  Corporation,  or violate,  result in a breach of, or conflict  with any
law,  rule,   regulation,   order,   judgment,  or  decree  binding  on  Selling
Corporation, or Founding Shareholder or to which any of their or his operations,
business,  properties,  or assets are subject. Upon the Closing,  Purchaser will
have good and marketable  title to the Purchased  Assets  described in Exhibit B
free and clear of all liens, mortgages,  security interests,  pledges,  charges,
and encumbrances.

         The references in this Section 1.11 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         1.12     UNREGISTERED SECURITIES

                  (a)  INFORMATION ON COMPANY.  The Selling  Corporation and the
         Founding Shareholder has been furnished with and has read Global Path's
         Form 10-KSB,  filed on September 28, 2001 and Global Path's Form 10-QSB
         filed on  February  14,  2002  with the U.S.  Securities  and  Exchange
         Commission (the  "Commission")  (collectively,  with exhibits  thereto,
         hereinafter  referred to as the "Reports").  In addition,  the Founding
         Shareholder  has  received  from  Global  Path such  other  information
         concerning  its  operations,  financial  condition and other matters as
         Each Founding  Shareholder  has  requested,  and considered all factors
         each   Founding   Shareholder   deems   material  in  deciding  on  the
         advisability  of  investing  in the  Securities  (such  information  in
         writing is collectively, the "Other Written Information").

                  (b)  INFORMATION  ABOUT   SUBSCRIBER.   Each  of  the  Selling
         Corporation and Founding  Shareholder is an "accredited  investor",  as
         such term is defined in  Regulation  D  promulgated  by the  Commission
         under  the  Securities  Act of 1933,  as  amended,  is  experienced  in
         investments and business matters, has made investments of a speculative
         nature and has purchased  securities  of United  States  publicly-owned
         companies   in   private   placements   in  the  past  and,   with  its
         representatives,  has such knowledge and  experience in financial,  tax
         and other  business  matters as to enable the Selling  Corporation  and
         each Founding  Shareholder to utilize the information made available by
         Global Path to evaluate the merits and risks of and to make an informed
         investment  decision  with  respect  to the  proposed  purchase,  which
         represents a speculative  investment.  The Selling  Corporation has the
         authority  and is duly and legally  qualified  to purchase  and own the
         Securities.  The Selling  Corporation and each Founding  Shareholder is
         able to bear the risk of such  investment for an indefinite  period and
         to afford a complete loss thereof.

                  (c) EXCHANGE OF GLOBAL PATH COMMON STOCK. On the Closing Date,
         the Selling  Corporation  will exchange the Purchased Assets for Global
         Path Common Stock.

                  (d)  COMPLIANCE  WITH  SECURITIES  ACT AND 24 MONTH HOLD.  The
         Selling  Corporation  and each  Founding  Shareholder  understands  and
         agrees  that  the  Securities  have  not  been  registered   under  the
         Securities  Act of 1933, as amended (the "1933 Act") by reason of their
         issuance in a transaction that does not require  registration under the
         1933 Act,  and that such  Securities  must be held unless a  subsequent
         disposition  is  registered  under the 1933 Act or is exempt  from such
         registration, and that in any event the Securities will be subject to a
         hold period of not less than  twenty-four  months following the Closing
         Date, during which period no disposition will be permitted.

                  (e)  COMMON  STOCK  LEGEND.  The Common  Stock  shall bear the
         following legend:

                  "THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  AND THE COMMON
                  SHARES  ISSUABLE  UPON  CONVERSION OF THE SHARES HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE SECURITIES LAWS. THESE SHARES AND THE COMMON
                  SHARES ISSUABLE UPON CONVERSION OF THE SHARES MAY NOT BE SOLD,
                  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
                  EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
                  ACT AND  APPLICABLE  STATE  SECURITIES  LAWS OR AN  OPINION OF
                  COUNSEL REASONABLY SATISFACTORY TO GLOBAL PATH, INC. THAT SUCH
                  REGISTRATION IS NOT REQUIRED."

                  (f)  COMMUNICATION  OF OFFER. The offer to exchange the Common
         Stock was directly communicated to the Selling Corporation.  At no time
         was the Selling Corporation or any Founding Shareholder  presented with
         or solicited by any leaflet,  newspaper or magazine  article,  radio or
         television  advertisement,  or any other form of general advertising or
         solicited or invited to attend a promotional  meeting otherwise than in
         connection and concurrently with such communicated offer.

                  (g) CORRECTNESS OF  REPRESENTATIONS.  The Selling  Corporation
         and  each   Founding   Shareholder   represents   that  the   foregoing
         representations  and  warranties  are true and  correct  as of the date
         hereof, must be true as of the date of Closing,  and unless the Selling
         Corporation  and each Founding  Shareholder  otherwise  notifies Global
         Path prior to the Closing,  shall be true and correct as of the date of
         Closing. The foregoing representations and warranties shall survive the
         Closing for a period of one year after the Closing but no further.

         1.13     COMPLETENESS OF DISCLOSURE

         No  representation  or warranty by Selling  Corporation or the Founding
Shareholder  in this  Agreement  contains  or on the  date of the  Closing  will
contain any untrue  statement  of  material  fact or omits or on the date of the
Closing will omit to state a material fact necessary to make the statements made
not misleading,


II       REPRESENTATIONS AND WARRANTIES OF GLOBAL PATH AND PURCHASER

         The  Purchaser  and  Global  Path  represent  and  warrant  to  Selling
Corporation and the Founding Shareholder as follows:

         2.01     ORGANIZATION

         The Purchaser is a corporation duly organized, validly existing, and in
good standing  under the laws of its  jurisdiction  of  incorporation,  with all
requisite power and authority to own, lease, license, and use its properties and
assets and to carry on the  business in which it is now engaged and the business
in which it  contemplates  engaging.  At,  or  immediately  after  the  Closing,
Purchaser will be wholly owned by Global Path.

         2.02     VALIDITY OF SHARES

         The  shares of Global  Path  Common  Stock to be  delivered  to Selling
Corporation pursuant to this Agreement, when issued in accordance with the terms
and provisions of this Agreement,  will be validly  authorized,  validly issued,
fully paid and non-assessable.

         2.03     AUTHORITY TO BUY

         Global Path has all requisite power and authority to execute,  deliver,
and perform this Agreement. All necessary corporate proceedings of the Purchaser
have been duly taken to authorize the execution,  delivery,  and  performance of
this  Agreement  by the  Purchaser.  This  Agreement  has been duly  authorized,
executed,  and  delivered  by  Global  Path  for  itself  and on  behalf  of the
Purchaser,  is the legal,  valid, and binding  obligation of Global Path and the
Purchaser, and is enforceable as to each in accordance with its terms.

         2.04 GLOBAL PATH SEC FILINGS.  The Global Path SEC  Filings,  copies of
which have been  furnished to the Selling  Corporation  and each of the Founding
Shareholder,  have been duly  filed,  were in  substantial  compliance  with the
requirements of their respective  report forms, were complete and correct in all
material  respects  as of  the  dates  at  which  the  information  therein  was
furnished, as of such date, contained no untrue statement of a material fact nor
omitted to state a material fact necessary in order to make the statements  made
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading. The consolidated financial statements of Global Path and the related
notes and  schedules  included  in the  Global  Path SEC  Filings  comply in all
material  respects with the  requirements of the Exchange Act and present fairly
the  consolidated  financial  position in  accordance  with  generally  accepted
accounting principles of Global Path, as of the dates indicated, and the results
of its  operations  and changes in financial  position  for the periods  therein
specified (subject,  in the case of unaudited interim financial  statements,  to
normal year-end adjustments).

         2.05  SUBSEQUENT  SALE OR TRANSFER OF PURCHASED  ASSETS.  Purchaser and
Global  Path will not sell or  otherwise  transfer  ownership  of the  Purchased
Assets for a period of at least one year from the Closing Date,  and any sale or
transfer after such time would only take place at full fair market value.

         2.06  CORRECTNESS  OF  REPRESENTATIONS.  The  Purchaser and Global Path
represent that the foregoing representations and warranties are true and correct
as of the date hereof,  must be true as of the date of Closing,  and unless each
party otherwise notifies the Selling Corporation prior to the Closing,  shall be
true and correct as of the date of Closing.  The foregoing  representations  and
warranties  shall survive the Closing for a period of one year after the Closing
but no further.


III.     EXCHANGE

         3.01     TERMS OF EXCHANGE

         On  the  basis  of  the  representations,  warranties,  covenants,  and
agreements  contained in this  Agreement and subject to the terms and conditions
of this Agreement:

               (a) Selling Corporation shall sell, assign,  transfer, and convey
          to  Purchaser  at the Closing all the  Purchased  Assets  described in
          Exhibit B. In consideration therefore,  Purchaser shall deliver at the
          Closing  to  Selling  Corporation  a  certificate  in the  name of the
          Selling Corporation representing 6,750,000 shares of a class of Global
          Path common  stock (the  "Purchase  Price"),  subject to any  Purchase
          Price  adjustment,  as  contemplated  in Section  3.01(b)  below,  and
          subject to the hold period outlined in Section 1.12(d).

               (b) To the extent that  Selling  Corporation  is unable to convey
          good title, free of liens and encumbrances,  to any one or more of the
          Purchased Assets,  or to the extent Purchaser is dissatisfied,  in its
          sole  discretion,  with the quality or nature of any of the  Purchased
          Assets,  including without  limitation the quality of the testimonials
          referred to in Exhibit B (all such  non-transferable or unsatisfactory
          assets  to  be  collectively   referred  to  as  the  "Non-transferred
          Assets"), Purchaser may, in its sole discretion, nevertheless elect to
          consummate  the other  transactions  contemplated  by this  Agreement,
          except  that the  Purchase  Price  shall be reduced by that  number of
          shares that would otherwise have been  transferred in exchange for the
          Non-transferred  Assets, all such Purchase Price adjustments,  if any,
          to be  determined  no later  than the  Closing  Date.  Nothing in this
          Section 3.01(b)  regarding such  non-assignment or such election shall
          limit any rights the Purchaser may have against Selling Corporation or
          Founding  Shareholder  as a  result  of  the  failure  to  convey  the
          Non-transferred Assets.

                  (c) The Purchaser  shall not assume or be responsible  for any
         obligation or liability of Selling  Corporation of any nature,  accrued
         or contingent.

                  (d) The  consideration  paid by  Purchaser  shall be allocated
         among Selling Corporation's assets as set forth in Exhibit B.

                  (e) With respect to the Purchased  Assets sold  hereunder that
         cannot be  physically  delivered to  Purchaser  because they are in the
         possession of third  parties,  or otherwise,  Selling  Corporation  and
         Founding  Shareholder shall give irrevocable  instructions to the party
         in  possession  thereof,  if  such  be the  case,  with  copies  to the
         Purchaser, that all right, title, and interest therein have been vested
         in Purchaser and that the same are to be held for Purchaser's exclusive
         use and benefit.

                  (f) To the extent that the  assignment by Selling  Corporation
         to Purchaser of any contract,  agreement,  lease, license,  instrument,
         understanding,  or  arrangement  to be assigned to Purchaser  hereunder
         shall require the consent of a party other than Selling  Corporation or
         Founding  Shareholder which has not been obtained by the Closing and if
         the Purchaser shall  nevertheless  elect to consummate the transactions
         contemplated by this Agreement,  this Agreement shall not constitute an
         agreement  to assign the same if an attempted  assignment  without such
         consent would constitute a breach thereof unless the Purchaser  before,
         at, or after the  Closing  elects in writing  delivered  to the Selling
         Corporation,  specifically  identifying  such absent consent,  to waive
         such  consent.   Nothing  in  this  Section   3.01(e)   regarding  such
         non-assignment  or such  election  shall limit any rights the Purchaser
         may have  against  Selling  Corporation  or Founding  Shareholder  as a
         result of the failure to obtain such consent.


         3.02     CLOSING

         The Closing of the transactions  contemplated by Section 3.01shall take
place at the  offices of Global  Path,  at 10:00  A.M.,  local time on April 16,
2003. The Closing may occur at such  different  place,  such different  time, or
such  different  date or a  combination  thereof  as  Global  Path  and  Selling
Corporation  agree in writing.  The Closing of the transactions  contemplated by
Section  3.01is herein called the "Closing." If the Closing shall not take place
by April 16, 2003, then the parties not at fault shall, in addition to all other
rights  and  remedies  available  at law or in  equity  against  the  defaulting
parties, have the right to cancel and terminate this Agreement.

         3.03     TRANSACTIONS AT CLOSING

         The following transactions shall take place at the Closing:

                  (a) Selling Corporation and Founding Shareholder shall deliver
         to Purchaser all such warranty  deeds in form for  recording,  bills of
         sale,  assignments,  evidence  of  consent,  and other  instruments  or
         documents  as in  the  opinion  of  counsel  to  the  Purchaser  may be
         necessary  or  desirable  to evidence or perfect the sale,  assignment,
         transfer,  and  conveyance  of good  and  marketable  title  of all the
         Purchased Assets by Selling  Corporation  hereunder,  in each case free
         and  clear  of  all  liens,  mortgages,  security  interests,  pledges,
         charges, and encumbrances.

                  (b) Purchaser shall deliver to Selling Corporation one or more
         certificates  representing the shares of Global Path Common Stock which
         Purchaser has agreed to deliver pursuant to Section 3.01(a).

         3.04     [Reserved]

         3.05     INDEMNITY AGAINST LIABILITIES

                  (a) Selling  Corporation  and  Founding  Shareholder  agree to
         indemnify  and  hold  harmless  Global  Path and the  Purchaser,  their
         respective  officers,  directors,  employees  and Founding  Shareholder
         ("Indemnities") against and in respect of any and all

                           (i) Claims,  suits,  actions,  proceedings (formal or
                  informal),  investigations,  judgments, deficiencies, damages,
                  settlements,   liabilities,   and  legal  and  other  expenses
                  (including  legal fees and  expenses of counsel  chosen by any
                  Indemnitee) as and when incurred  arising out of or based upon
                  (A) any breach of any representation,  warranty,  covenant, or
                  agreement  of  Selling  Corporation  or  Founding  Shareholder
                  contained in this  Agreement,  (B) any obligation or liability
                  of any  nature,  accrued or  contingent,  associated  with the
                  Purchased Assets.

                           (ii) Claims suits,  actions,  and proceedings (formal
                  or informal) of persons or entities  other than the  Purchaser
                  and related  judgments,  deficiencies,  damages,  settlements,
                  liabilities,  and legal and other  expenses  (including  legal
                  fees and expenses of counsel chosen by any  Indemnitee) as and
                  when incurred  arising out of or based upon the conduct of the
                  business of Selling Corporation prior to the Closing.

                  (b) The  Purchaser or another  Indemnitee  shall give Founding
         Shareholder  prompt notice of any claim asserted or threatened  against
         any  Indemnitee on the basis of which such  Indemnitee  intends to seek
         indemnification  from Selling  Corporation  or Founding  Shareholder as
         herein  provided  (but  the  obligations  of  Selling  Corporation  and
         Founding  Shareholder  under this Section 3.05 shall not be conditioned
         upon receipt of such notice).

         3.06     RIGHT OF PURCHASER AND GLOBAL PATH TO WITHHOLD FUTURE PAYMENTS
AND TO CANCEL SHARE CERTIFICATE

         (a) Without  limiting such other rights as the Indemnitees may have, if
the Purchaser has learned of a breach of any representation, warranty, covenant,
or agreement of Selling  Corporation or Founding  Shareholder  contained in this
Agreement,  the  Purchaser  or Global  Path may in their  discretion  by written
notice to the  appropriate  party  deduct  from the amount of the cash or checks
otherwise  deliverable  by Purchaser at such time, or cancel such portion of the
Global Path common shares  delivered as the Purchase Price under this Agreement,
including if necessary all Global Path common  shares  delivered as the Purchase
Price  under  this  Agreement,  in an amount  the value of which is equal to the
aggregate of (a) the amount  necessary to cure or make whole such breach and (b)
the  amount of  losses,  deficiencies,  damages,  and  legal and other  expenses
(including legal fees and expenses of counsel chosen by any Indemnitee) incurred
or  demonstrably  in prospect of being  incurred by any Indemnitee in connection
with claims, suits, actions,  proceedings (formal or informal),  investigations,
judgments,  or  settlements  as a  result  of,  or  to  remedy  a  situation  or
circumstance caused by, such breach.

         (b) If pursuant to the above paragraph 3.06(a) Purchaser or Global Path
elect to cancel any common shares  delivered as part of the Purchase Price under
this Agreement,  notice shall be given to Selling Corporation in accordance with
the notice provisions of this Agreement,  after which Selling  Corporation shall
have 10 days to indicate whether it intends to dispute such cancellation.  If no
notice of an intention to dispute is delivered to Global Path in accordance with
the notice  provisions  of this  Agreement  within such 10 day  period,  Selling
Corporation  will be deemed to have consented to the  cancellation.  Any dispute
arising out of or relating to such cancellation shall be referred to and finally
determined by  arbitration  in accordance  with the WIPO  Expedited  Arbitration
Rules. The place of arbitration shall be Toronto,  Ontario, Canada. The language
to  be  used  in  the  arbitral  proceedings  shall  be  English.  The  dispute,
controversy or claim shall be decided in accordance with the law of the Province
of Ontario. All costs related to the dispute shall be paid in full by the losing
party.

IV.      CONDITIONS TO OBLIGATIONS OF PURCHASER

         The obligations of the Purchaser  under this Agreement are subject,  at
the option of the Purchaser, to the following conditions:

         4.01     ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS

         All  representations  and  warranties  of Selling  Corporation  and the
Founding  Shareholder  contained in this  Agreement  shall be accurate when made
and,  in  addition,  shall  be  accurate  as  of  the  Closing  as  though  such
representations  and  warranties  were then made in exactly the same language by
Selling Corporation, or Founding Shareholder and regardless of knowledge or lack
thereof on the part of Selling  Corporation,  or Founding Shareholder or changes
beyond their or his control, as of the Closing, Selling Corporation and Founding
Shareholder  shall have performed and complied with all covenants and agreements
and satisfied all  conditions  required to be performed and complied with by any
of them at or before such time by this  Agreement;  and the Purchaser shall have
received   certificates  signed  by  the  chief  executive  officer  of  Selling
Corporation  and by the  Founding  Shareholder  dated the date of the Closing to
that effect, substantially in the form of Exhibits E and F, respectively.

         4.02     OFFICERS' CERTIFICATE CONCERNING AUTHORITY

         Selling  Corporation and Founding  Shareholder  shall have delivered to
Global Path or the Purchaser on the date of the Closing a certificate  signed by
the Chief  Executive  Officer of Selling  Corporation,  dated as of the  Closing
date, in form and substance satisfactory to counsel for the Purchaser, that:

                  (a)  Selling  Corporation,  is  validly  existing  and in good
         standing  under  the  laws  of its  state  of  incorporation  with  all
         requisite  power and  authority  to own,  lease,  license,  and use its
         properties  and assets and to carry on the  business in which it is now
         engaged.

                  (b) The  ownership  of  Selling  Corporation  by the  Founding
         Shareholder is as set forth in Exhibit A to this  Agreement,  including
         amounts and percentages pursuant to Section 1.01(b).

                  (c)  All   necessary   corporation   proceedings   of  Selling
         Corporation have been duly taken to authorize the execution,  delivery,
         and performance of this Agreement by Selling Corporation.

                  (d) Selling  Corporation has all requisite power and authority
         to execute,  deliver, and perform this Agreement,  Founding Shareholder
         have all requisite power and authority to execute, deliver, and perform
         this Agreement, and this Agreement has been duly authorized,  executed,
         and  delivered  by  Selling  Corporation,  has been duly  executed  and
         delivered by the Founding  Shareholder,  constitutes the legal,  valid,
         and binding obligation of Selling Corporation and Founding Shareholder,
         and  (subject  to  applicable  bankruptcy,  insolvency,  and other laws
         affecting  the   enforceability  of  creditors'  rights  generally)  is
         enforceable  as to Selling  Corporation  and  Founding  Shareholder  in
         accordance with its terms.

                  The  references  in this  Section  4.02(d)  to this  Agreement
         include any other document executed by Selling Corporation, or Founding
         Shareholder  relating  hereto  or  delivered  to  Global  Path  or  the
         Purchaser in connection with the transactions contemplated hereby.

                  (e) The execution, delivery, and performance of this Agreement
         by Selling  Corporation  will not  violate or result in a breach of any
         term of Selling  Corporation's  certificate of  incorporation or of its
         by-laws; and the execution, delivery, and performance of this Agreement
         by Selling  Corporation  and  Founding  Shareholder  will not  violate,
         result in a breach of, conflict with, or (with or without the giving of
         notice or the passage of time or both)  entitle any party to  terminate
         or call a default  under any terms of any agreement to which either the
         Selling Corporation, or Founding Shareholder are a party.

                  The  references  in this  Section  4.02(e)  to this  Agreement
         include any other document executed by Selling Corporation, or Founding
         Shareholder  relating  hereto  or  delivered  to  Global  Path  or  the
         Purchaser in connection with the transactions contemplated hereby.

                  (f)  After  reasonable  investigation,   the  Chief  Executive
         Officer  of the  Selling  Corporation  has no actual  knowledge  of any
         consent,  authorization,  approval,  order,  license,  certificate,  or
         permit of or from, or declaration  or filing with, any federal,  state,
         local, or other  governmental  authority or any court or other tribunal
         which is required of Selling  Corporation,  or Founding Shareholder for
         the  execution,  delivery,  or performance of this Agreement by Selling
         Corporation or Founding Shareholder.

                  The  references  in this  Section  4.02(f)  to this  Agreement
         include any other document executed by Selling Corporation, or Founding
         Shareholder  relating  hereto  or  delivered  to  Global  Path  or  the
         Purchaser in connection with the transactions contemplated hereby.

                  (g)  After  reasonable  investigation,   the  Chief  Executive
         Officer  of the  Selling  Corporation  has no actual  knowledge  of any
         litigation,  arbitration,  governmental or other proceeding  (formal or
         informal),  or  investigation  pending or  threatened  with  respect to
         Selling  Corporation,  or  Founding  Shareholder,  or any of its or his
         respective  business,  properties,  or assets,  except as  outlined  in
         Exhibits J and K.

         4.03     [Reserved]

         4.04     OTHER CLOSING DOCUMENTS

         Selling  Corporation  shall  have  delivered  to  Global  Path  or  the
Purchaser  at  or  prior  to  the  Closing  such  other   documents   (including
certificates of officers of Selling Corporation) as Global Path or the Purchaser
may  reasonably  request  in order to enable  Global  Path or the  Purchaser  to
determine  whether the conditions to their obligations under this Agreement have
been met and otherwise to carry out the provisions of this Agreement.

         4.05     REVIEW OF PROCEEDINGS

         All actions, proceedings,  instruments, and documents required to carry
out this  Agreement or  incidental  thereto and all other  related legal matters
shall be subject to the  reasonable  approval of counsel to the  Purchaser,  and
Selling  Corporation and Founding  Shareholder shall have furnished such counsel
such documents as such counsel may have reasonably  requested for the purpose of
enabling them to pass upon such matters.

         The references in this Section 4.05 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         4.06     LEGAL ACTION

         There shall not have been instituted or threatened any legal proceeding
relating to, or seeking to prohibit or otherwise  challenge the consummation of,
the  transactions  contemplated  by this  Agreement,  or to  obtain  substantial
damages with respect thereto.

         The references in this Section 4.06 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         4.07     NO GOVERNMENTAL ACTION

         There  shall  not  have  been  any  action  taken,  or any  law,  rule,
regulation, order, or decree proposed, promulgated,  enacted, entered, enforced,
or deemed  applicable to the transactions  contemplated by this Agreement by any
federal,  state,  local, or other  governmental  authority or any court or other
tribunal,  including the entry of a preliminary or permanent injunction,  which,
in the sole  judgment  of the  Global  Path,  (a) makes any of the  transactions
contemplated by this Agreement illegal, (b) results in a delay in the ability of
the Global  Path to  consummate  any of the  transactions  contemplated  by this
Agreement, (c) requires the divestiture by the Global Path of a material portion
of the business of either the Global Path and its subsidiaries taken as a whole,
or of Selling Corporation taken as a whole, (d) imposes material  limitations on
the ability of the  Purchaser  effectively  to exercise full rights of ownership
with respect to the properties and assets  purported to be sold pursuant to this
Agreement, or (e) otherwise prohibits,  restricts, or delays consummation of any
of the  transactions  contemplated by this Agreement or impairs the contemplated
benefits to the Global Path of the transactions contemplated by this Agreement.

         The references in this Section 4.07 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         4.08     APPROVAL OF SELLING CORPORATION'S SHAREHOLDERS

         The  consummation  of the  transactions  contemplated by this Agreement
shall have been approved at or before the Closing by the affirmative vote of the
holders of not less than a majority of Selling  Corporation  common  stock,  and
shall have received any other shareholder approval necessary to the consummation
of the transactions contemplated by this Agreement.

         4.09     [RESERVED]

         4.10     LISTING

     At the time of Closing,  the National  Association  of Securities  Dealers,
Inc.  shall  have  authorized  quotation  of  Global  Path  Common  Stock on the
Electronic Bulletin Board.

         4.11     [RESERVED]

         4.12     HART-SCOTT-RODINO WAITING PERIOD

         All  applicable   waiting  periods  in  respect  of  the   transactions
contemplated   by  this   Agreement   under  the   Hart-Scott-Rodino   Antitrust
Improvements Act of 1976 shall have expired at or prior to the Closing.

         4.13     [RESERVED]

         4.14     CONTRACTUAL CONSENTS NEEDED

         The parties to this  Agreement  shall have  obtained at or prior to the
Closing  all  consents   required  for  the  consummation  of  the  transactions
contemplated  by this  Agreement  from  any  party to any  contract,  agreement,
instrument,  lease, license,  arrangement, or understanding to which any of them
is a party,  or to which  any of their  respective  businesses,  properties,  or
assets are subject.

         4.15     OTHER AGREEMENTS

         Any and all  agreements  to be signed after this  Agreement is executed
but before the Closing shall have been duly authorized,  executed, and delivered
by the parties thereto at or prior to the Closing, shall be in full force, valid
and binding upon the parties thereto, and enforceable by them in accordance with
their terms at the Closing,  and no party thereto at any time from the execution
thereof until  immediately  after the Closing shall have been in violation of or
in default in complying with any material provision thereof.

         4.16     [RESERVED]

         4.17     [RESERVED]

         4.18     [RESERVED]

         4.19     [RESERVED]

         4.20     [RESERVED]

         4.21     INVESTMENT BY OTHERS

         No offer shall have been  publicly  proposed or made by any other party
to purchase the Common Stock of Selling  Corporation or otherwise to acquire the
assets of Selling Corporation.

         4.22     [RESERVED]

         4.23     [RESERVED]

         4.24     [RESERVED]

         4.25     [RESERVED]

         4.26     RELEASES

         The Purchaser  shall have received at or prior to the Closing from each
Founding  Shareholder,  as well as each  person who is,  who before the  Closing
becomes,  or who at any time  between  that date  which is one year prior to the
date this  Agreement is executed and the date this  Agreement is executed was, a
officer or  director  of Selling  Corporation  a release,  dated the date of the
Closing, substantially in the form of Exhibit G.

         4.27     FOUNDING SHAREHOLDER'S NON-COMPETITION AGREEMENT

         The  Purchaser  shall have received at or prior to the Closing from the
Founding  Shareholder,  as well as Richard Weiss, Rainer Doster, Ben Kotyuk, and
Gene Arick, an agreement not to compete, approximately in the form of Exhibit H,
except that Purchaser and Rainer Doster,  through  General  Cosmetics  (Germany)
GmbH ("GC Germany"),  shall exercise their best efforts to negotiate and execute
as soon as  practicable  a  distributor  agreement  under which GC Germany shall
continue as the German  distributor of products  based on the Purchased  Assets,
and if such  distributor  agreement  is not  executed by the Closing Date Rainer
Doster  and GC Germany  shall be  granted  certain  exemptions  with  respect to
existing  inventory of products  based on the Purchased  Assets,  subject to the
execution of a distributor  agreement between Purchaser and GC Germany after the
Closing Date.

         4.28     FOUNDING SHAREHOLDER'S CONFIDENTIALITY AGREEMENT

         The Purchaser  shall have received at or prior to the Closing from each
Founding  Shareholder,  as well as each  person who is,  who before the  Closing
becomes,  or who at any time  between  that date  which is one year prior to the
date this  Agreement is executed and the date this Agreement is executed was, an
officer or director of Selling  Corporation  an agreement  to keep  confidential
certain data, substantially in the form of Exhibit I.

V.     CONDITIONS TO OBLIGATIONS OF SELLING CORPORATION AND FOUNDING SHAREHOLDER

                  The   obligations   of  Selling   Corporation   and   Founding
Shareholder  under  this  Agreement  are  subject,  at  the  option  of  Selling
Corporation and Founding Shareholder, to the following conditions:

         5.01     ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS

         All  representations  and  warranties  of  Purchaser  contained in this
Agreement shall be accurate when made and, in addition,  shall be accurate as of
the  Closing as though such  representations  and  warranties  were then made in
exactly the same  language by  Purchaser  and  regardless  of  knowledge or lack
thereof on the part of  Purchaser  or  changes  beyond  its  control;  as of the
Closing  Purchaser  shall have  performed  and complied  with all  covenants and
agreements  and satisfied all  conditions  required to be performed and complied
with by it at or before such time by this Agreement.

         5.02     OPINION OF COUNSEL

         Purchaser shall have delivered to the Selling  Corporation and Founding
Shareholder  on the date of the  Closing  the  opinion of counsel to  Purchaser,
dated as of the Closing date, in form and substance  satisfactory to counsel for
the Selling Corporation and Founding Shareholder, to the effect that:

                  (a)  Purchaser is a corporation  validly  existing and in good
         standing  under the laws of the State of  Delaware  with all  requisite
         power and authority to own, lease,  license, and use its properties and
         assets and to carry on the business in which it is now engaged.

                  (b) All  necessary  proceedings  of  Purchaser  have been duly
         taken to authorize the  execution,  delivery,  and  performance of this
         Agreement by Purchaser.

                  (c) Purchaser has all requisite  corporate power and authority
         to execute, deliver, and perform this Agreement, and this Agreement has
         been duly authorized, executed, and delivered by Purchaser, constitutes
         the legal, valid, and binding obligation of Purchaser,  and (subject to
         applicable  bankruptcy,   insolvency,  and  other  laws  affecting  the
         enforceability  of creditors'  rights  generally) is  enforceable as to
         Purchaser in accordance with its terms.

                  (d) The execution, delivery, and performance of this Agreement
         by  Purchaser  will not  violate  or  result in a breach of any term of
         Purchaser's certificate of incorporation or by-laws; and the execution,
         delivery,  and  performance  of this  Agreement by  Purchaser  will not
         violate,  result in a breach of, conflict with, or (with or without the
         giving of notice or the  passage of time or both)  entitle any party to
         terminate or call a default  under any terms of any  agreement to which
         the Purchaser is a party.

                  (e) After reasonable investigation, such counsel has no actual
         knowledge  of any consent,  authorization,  approval,  order,  license,
         certificate,  or permit of or from, or  declaration or filing with, any
         federal,  state, local, or other governmental authority or any court or
         other  tribunal  which is  required  of  Purchaser  for the  execution,
         delivery, or performance of this Agreement by Purchaser.

                  (f) After reasonable investigation, such counsel has no actual
         knowledge  of  any  litigation,  arbitration,   governmental  or  other
         proceeding (formal or informal), or investigation pending or threatened
         with respect to Purchaser,  or any of its or his business,  properties,
         or  assets  that  (i) can  reasonably  be  expected  to  result  in any
         materially  adverse  change  in the  financial  condition,  results  of
         operations,  business, properties,  liabilities, or future prospects of
         Purchaser  taken as a whole  or (ii)  seeks to  prohibit  or  otherwise
         challenge the  consummation  of the  transactions  contemplated by this
         Agreement,  or to obtain  substantial  damages  with  respect  thereto,
         except as disclosed in this Agreement.

         5.03     OTHER CLOSING DOCUMENTS

         Purchaser  shall have delivered to the Selling  Corporation at or prior
to the  Closing  such  other  documents  (including  certificates  of the  chief
executive  officer  of  Purchaser)  as  the  Selling   Corporation  or  Founding
Shareholder may reasonably request in order to enable the Selling Corporation or
Founding  Shareholder to determine  whether the conditions to their  obligations
under this  Agreement have been met and otherwise to carry out the provisions of
this Agreement.

         5.04     REVIEW OF PROCEEDINGS

         All actions, proceedings,  instruments, and documents required to carry
out this  Agreement or  incidental  thereto and all other  related legal matters
shall  be  subject  to  the  reasonable  approval  of  counsel  to  the  Selling
Corporation  and Founding  Shareholder,  and Purchaser shall have furnished such
counsel such  documents as such counsel may have  reasonably  requested  for the
purpose of enabling them to pass upon such matters.

         The references in this Section 5.04 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         5.05     LEGAL ACTION

         There shall not have been instituted or threatened any legal proceeding
relating to, or seeking to prohibit or otherwise  challenge the consummation of,
the  transactions  contemplated  by this  Agreement,  or to  obtain  substantial
damages with respect thereto.

         The references in this Section 5.05 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         5.06     HART-SCOTT-RODINO WAITING PERIOD

         All  applicable   waiting  periods  in  respect  of  the   transactions
contemplated   by  this   Agreement   under  the   Hart-Scott-Rodino   Antitrust
Improvements Act of 1976 shall have expired at or prior to the Closing.

         5.07     OTHER AGREEMENTS

         Any and all  agreements  to be signed after this  Agreement is executed
but before the Closing shall have been duly authorized,  executed, and delivered
by the parties thereto at or prior to the Closing, shall be in full force, valid
and binding upon the parties thereto, and enforceable by them in accordance with
their terms at the Closing,  and no party thereto at any time from the execution
thereof until  immediately  after the Closing shall have been in violation of or
in default in complying with any material provision thereof.

5.08     INITIAL FUNDING OF SWISS MEDICA

         By the Closing Date,  Global Path shall have raised new financing of at
least two hundred and fifty thousand  United States dollars  ($250,000.00),  the
proceeds of which shall be used to fund initial  operations  with respect to the
Purchased Assets.

5.09     COMPOSITION AND COMPENSATION OF BOARD OF DIRECTORS

         On the Closing Date the Founding  Shareholder shall be appointed to the
Board of Directors of Global Path and, no later than such date, compensation for
the  Board  members,  including  the  Founding  Shareholder,   shall  have  been
determined.

         5.10     NON-COMPETITION AGREEMENTS

         Selling Corporation and certain individuals itemized in Section 4.27 of
this Agreement shall have executed the non-competition agreements referred to in
that Section, except that the execution of such non-competition agreements shall
not be a  condition  to the  obligations  of Selling  Corporation  and  Founding
Shareholder under this Agreement if Purchaser, in its sole discretion, elects to
waive the execution of such non-competition agreements.


VI.     COVENANTS AND AGREEMENTS OF SELLING CORPORATION AND FOUNDING SHAREHOLDER

         Selling  Corporation  and  Founding  Shareholder  covenant and agree as
follows:

         6.01     ACCESS

         Selling  Corporation will afford,  and Founding  Shareholder will cause
Selling  Corporation  to  afford,  the  officers,  employees,  counsel,  agents,
accountants,  and  other  representatives  of the  Purchaser  and  its  lenders,
investors,  and  prospective  lenders and investors  free and full access to the
plants, properties,  books, and records of Selling Corporation, will permit them
to make extracts  from and copies of such books and records,  and will from time
to time furnish the Purchaser with such additional  financial and operating data
and other  information  as to the financial  condition,  results of  operations,
business,  properties,  assets,  liabilities,  or future  prospects  of  Selling
Corporation as the Purchaser from time to time may request.

         6.02     CONDUCT OF BUSINESS

         Selling  Corporation will, and Founding  Shareholder will cause Selling
Corporation,  to conduct their affairs so that at the Closing no  representation
or warranty of Selling  Corporation or Founding  Shareholder will be inaccurate,
no covenant or agreement of Selling Corporation or Founding  Shareholder will be
breached,  and no condition in this Agreement will remain  unfulfilled by reason
of the actions or  omissions  of Selling  Corporation  or Founding  Shareholder.
Except as otherwise requested by the Purchaser in writing,  until the Closing or
the earlier rightful  termination of this Agreement,  Selling  Corporation will,
and  Founding  Shareholder  will cause  Selling  Corporation,  to use their best
efforts to preserve  the  business  operations  of Selling  Corporation  to keep
available the services of their present personnel, to preserve in full force and
effect the contracts,  agreements,  instruments, leases, licenses, arrangements,
and understandings of Selling Corporation, and to preserve the goodwill of their
suppliers,  customers,  and others having  business  relations with any of them.
Until the Closing or earlier  rightful  termination of this  Agreement,  Selling
Corporation will, and Founding  Shareholder will cause Selling  Corporation,  to
conduct  their  business and  operations  in all  respects  only in the ordinary
course.

         6.03     ADVICE OF CHANGES

         Until  the  Closing  or  the  earlier  rightful   termination  of  this
Agreement,  Selling Corporation and Founding Shareholder will immediately advise
the  Purchaser in a detailed  written  notice of any fact or  occurrence  or any
pending or  threatened  occurrence  of which any of them obtains  knowledge  and
which (if  existing and known at the date of the  execution  of this  Agreement)
would have been  required  to be set forth or  disclosed  in or pursuant to this
Agreement or an Exhibit  hereto,  which (if existing and known at any time prior
to or at the  Closing)  would  make the  performance  by any party of a covenant
contained in this Agreement impossible or make such performance  materially more
difficult than in the absence of such fact or occurrence,  or which (if existing
and known at the time of the  Closing)  would cause a  condition  to any party's
obligations under this Agreement not to be fully satisfied.

         The references in this Section 6.03 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         6.04     [RESERVED]

         6.05     PUBLIC STATEMENTS

         Before Selling  Corporation or Founding  Shareholder  shall release any
information  concerning this Agreement or the transactions  contemplated by this
Agreement which is intended for or may result in public  dissemination  thereof,
they shall  cooperate with the Purchaser,  shall furnish drafts of all documents
or proposed oral statements to the Purchaser for comments, and shall not release
any such  information  without the  written  consent of the  Purchaser.  Nothing
contained herein shall prevent Selling Corporation or Founding  Shareholder from
furnishing any information to any governmental authority if required to do so by
law.

         The references in this Section 6.05 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         6.06     OTHER PROPOSALS

         Until the Closing or earlier  rightful  termination of this  Agreement,
Selling  Corporation  and  Founding  Shareholder  shall not,  and shall  neither
authorize  nor  permit  any  employee,   counsel,   agent,   investment  banker,
accountant, or other representative of any of them, directly or indirectly,  to:
(a)  initiate  contact  with any  person or entity in an effort to  solicit  any
Purchase  Proposal (as such term is defined in this Section 6.06); (b) cooperate
with, or furnish or cause to be furnished any non-public  information concerning
the business,  properties,  or assets of Selling  Corporation  to, any person or
entity in connection with any Purchase  Proposal;  (c) negotiate with any person
or entity with respect to any Purchase Proposal; or (d) enter into any agreement
or  understanding  with the  intent  to  effect  a  Purchase  Proposal.  Selling
Corporation and Founding Shareholder will immediately give written notice to the
Purchaser of the details of any  Purchase  Proposal of which any of them becomes
aware,  As used  in this  Section  6.06,  "Purchase  Proposal"  shall  mean  any
proposal,  other  than as  contemplated  by this  Agreement,  (e) for a  merger,
consolidation,  reorganization,  or other business combination involving Selling
Corporation,  for the  acquisition  of any  interest  in the  equity of  Selling
Corporation,  for the  acquisition  of the right to cast any votes on any matter
with respect to Selling  Corporation,  or for the  acquisition  of a substantial
portion of any of their  respective  assets other than in the ordinary course of
their  respective  businesses  or (f) the  effect of which  may be to  prohibit,
restrict,  or delay the consummation of any of the transactions  contemplated by
this  Agreement  or impair the  contemplated  benefits to the  Purchaser  of the
transactions contemplated by this Agreement.

         The references in this Section 6.06 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         6.07     BULK SALES

         If any  person  shall  assert  a claim  arising  out of the  waiver  by
Purchaser of any applicable bulk sales law,  Selling  Corporation,  and Founding
Shareholder will indemnify and hold harmless Purchaser, the officers,  directors
and  stockholders of Purchaser,  and their  respective,  affiliates,  directors,
officers,  agents,  employees  and  controlling  persons  (within the meaning of
Section  15 of the  Securities  Act of 1933 or Section  20(1) of the  Securities
Exchange Act of 1934 (collectively, "Indemnitees" and individually "Indemnitee")
against  and in  respect  of any and all  claims,  suits,  actions,  proceedings
(formal  or  informal),   investigations,   judgments,  deficiencies,   damages,
settlements, liabilities, and legal and other expenses (including legal fees and
expenses of attorneys chosen by any Indemnitee) as and when incurred arising out
of or based  upon  such  claim by such  person,  and  Selling  Corporation,  and
Founding  Shareholder  shall at their  sole  expense  defend  any and all suits,
actions,  proceedings  (formal or informal),  or  investigations  involving such
claim  that  may at any time be  brought  against  any  Indemnitee  and  satisfy
promptly  any  settlement  or  judgment  arising   therefrom;   but  if  Selling
Corporation,  and  Founding  Shareholder  fail  to  defend  such  suit,  action,
proceeding, or investigation in a timely manner, the Purchaser or any Indemnitee
made a defendant  therein or a party  thereto shall have the right to defend and
settle the same and pay any judgment or settlement  pertaining  thereto as it or
he  may  reasonably  deem  appropriate  at  the  cost  and  expense  of  Selling
Corporation, and Founding Shareholder.

         6.08     CONSENTS WITHOUT ANY CONDITION

         Selling  Corporation  and  Founding  Shareholder  shall  not  make  any
agreement  or  understanding  not  approved  in  writing by the  Purchaser  as a
condition for obtaining any consent,  authorization,  approval,  order, license,
certificate,  or  permit  required  for  the  consummation  of the  transactions
contemplated by this Agreement,  whether  pursuant to Section 4.08,  4.09, 4.10,
4.11, or 4.14, or otherwise.

         The references in this Section 6.08 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         6.09     RELEASE BY FOUNDING SHAREHOLDER

         If the Closing takes place,  effective  immediately  after the Closing,
Founding Shareholder fully and unconditionally  release and discharge all claims
and  causes  of  action  which  they  or  their   respective   heirs,   personal
representatives,  in the case of Founding Shareholder, or successors or assigns,
in the case of ever had, now have, or hereafter may have against the  properties
and assets acquired by Purchaser from Selling Corporation.


         6.10     NON-COMPETITION

         If the Closing  takes  place,  Selling  Corporation,  and the  Founding
Shareholder  agree,  in  consideration  of  the  obligations  of  the  Purchaser
hereunder:

                  (a) For a period  of three  (3)  years  after  the date of the
         Closing,  they will not compete with or be engaged in the same business
         as, or Participate In (as hereinafter defined in this Section 6.10) any
         other business or organization  which at any time during the three-year
         period after the date of the Closing  competes  with or is engaged in a
         business  involving  products similar to, or serving a similar function
         as, the assets acquired under this Agreement;

                  (b) They will not directly or  indirectly  reveal the name of,
         solicit or interfere  with, or endeavor to entice away from that entity
         which  operates the assets  acquired under this  Agreement,  any of its
         suppliers, customers, or employees; and

                  (c) They  will not  directly  or  indirectly  employ  in North
         America, any person who, at any time up to the date of the Closing, was
         an employee of Selling Corporation, or the Purchaser within a period of
         three years after such person leaves the employ of such corporation.

         As used in this Section 6.10,  "Participate In" shall mean "directly or
indirectly, for its or his own benefit or for, with, or through any other person
or entity, own, manage,  operate,  control, loan money to, or participate in the
ownership, management,  operation, or control of, or be connected as a director,
officer,  employee,  partner,  consultant,  agent,  independent  contractor,  or
otherwise with, or acquiesce in the use of its or his name in."

         Selling Corporation and Founding  Shareholder agree that the provisions
of this Section 6.10 are necessary  and  reasonable to protect that entity which
operates the business  acquired  under this  Agreement  and the Purchaser in the
conduct of their businesses.  If any restriction  contained in this Section 6.10
shall be  deemed  to be  invalid,  illegal,  or  unenforceable  by reason of the
extent,  duration,  or geographical scope thereof, or otherwise,  then the court
making such determination shall have the right to reduce such extent,  duration,
geographical  scope, or other  provisions  hereof,  and in its reduced form such
restriction shall then be enforceable in the manner contemplated hereby.

         6.11     [Reserved]

         6.12     FILE TAX RETURN

         If the Closing takes place,  Selling Corporation agrees to file, within
the time allowed by law, all federal, state, local, and foreign tax returns with
the appropriate jurisdictions, for the period August 1, 2002 through the date of
the Closing, to include therein all information required to be contained therein
relating to Selling Corporation for such period, and to pay all taxes, interest,
and penalties  with respect to Selling  Corporation  for such period in a manner
consistent  with the  allocation  of the  consideration  paid by Purchaser  made
pursuant to Section 3.01(c).

         6.13     VOTING BY FOUNDING SHAREHOLDER

         The  Founding  Shareholder  agrees  that  until the  Closing or earlier
rightful  termination  of this  Agreement,  he  will  vote  all  his  respective
interests in Selling  Corporation  which he is entitled to vote  (whether on his
own behalf or on behalf of any other  shareholders  who have  authorized  him to
vote on their behalf) against:

                  (a)  Any  merger,  consolidation,   reorganization,  or  other
         business combination involving Selling Corporation;

                  (b) Any sale of  assets  of  Selling  Corporation,  except  as
         contemplated by this Agreement or in the ordinary course of business;

                  (c) Any issuance of any Common  Stock of Selling  Corporation,
         any option,  warrant,  or other right  calling for the  issuance of any
         such interest, or any security convertible into or exchangeable for any
         such interest;

                  (d) Any  authorization  of any other class of Common  Stock of
         Selling Corporation;

                  (e) The  amendment of the  certificate  of  incorporation  (or
         other organizational document) of Selling Corporation; or

                  (f) Any  proposition  the  effect of which may be to  inhibit,
         restrict,  or  delay  the  consummation  of  any  of  the  transactions
         contemplated by this Agreement or impair the  contemplated  benefits to
         the Purchaser of the transactions contemplated by this Agreement.

         The references in this Section 6.13 to this Agreement include any other
document  executed by Selling  Corporation,  or relating  hereto or delivered to
Global Path or the Purchaser in connection  with the  transactions  contemplated
hereby.

VII.     COVENANTS AND AGREEMENTS OF PURCHASER

         The Purchaser covenants and agrees as follows:

         7.01     CONFIDENTIALITY

         Purchaser  shall  insure  that  all  confidential   information   which
Purchaser,  any of  its  respective  officers,  directors,  employees,  counsel,
agents,  investment  bankers,  or  accountants  may now possess or may hereafter
create or obtain  relating to the financial  condition,  results of  operations,
business,  properties,  assets,  liabilities,  or future  prospects  of  Selling
Corporation, any affiliate of any of them, or any customer or supplier of any of
them or any such affiliate shall not be published, disclosed, or made accessible
by any of them to any other  person or entity at any time or used by any of them
except  pending  the  Closing  in the  business  and for the  benefit of Selling
Corporation,  in each case  without  the prior  written  consent of the  Selling
Corporation and Founding Shareholder;  provided,  however, that the restrictions
of this  sentence  shall  not  apply  (a) after  this  Agreement  is  rightfully
terminated,  but only to the extent such confidential information relates to the
financial  condition,  results  of  operations,  business,  properties,  assets,
liabilities, or future prospects of Selling Corporation, of any affiliate of any
of them, or (insofar as such  confidential  information was obtained directly by
Selling Corporation,  or any such affiliate from any customer or supplier of any
of them) of any such  customer or supplier,  (b) as may otherwise be required by
law, (c) as may be necessary or appropriate in connection  with the  enforcement
of this  Agreement,  (d) to  disclosure  by or on  behalf  of the  Purchaser  to
existing  lenders or to others  whose  consent may be required or  desirable  in
connection  with  obtaining  the  financing  or consents  which are  required or
desirable to consummate the transactions  contemplated by this Agreement, or (e)
to the extent such information  shall have otherwise become publicly  available.
Selling  Corporation and Founding  Shareholder  shall, and shall cause all other
such persons and entities to, deliver to the Purchaser all tangible  evidence of
such  confidential  information  to  which  the  restrictions  of the  foregoing
sentence  apply at the  Closing  or the  earlier  rightful  termination  of this
Agreement.

         7.02     BULK SALES

         The Purchaser hereby waives compliance by Selling  Corporation with the
provisions of any applicable bulk sales laws.

7.03     RIGHT OF FIRST REFUSAL

         The Purchaser and Global Path hereby agree that, in the event Purchaser
sells all its title and interest in any or all of the Purchased  Assets any time
within the next three  years,  Selling  Corporation  shall have a right of first
refusal  with  respect to such  sale,  such right to be  exercised  as  follows.
Purchaser shall give notice to Selling  Corporation of the proposed sale and its
terms,  after  receipt  of  which  Selling  Corporation  shall  have ten days to
exercise its right of first refusal by entering  into,  and  submitting  payment
with respect to, an agreement no less  favourable to Purchaser  than that of the
proposed  sale. If Selling  Corporation  does not respond within ten days, or is
unable to complete the transaction within such time frame, it shall be deemed to
have refused to purchase the asset or assets, and the proposed sale may proceed.

VIII.    MISCELLANEOUS

         8.01     BROKERAGE FEES

         If any  person  shall  assert  a claim to a fee,  commission,  or other
compensation or account of alleged  employment as a broker or finder, or alleged
performance of services as a broker or finder, in connection with or as a result
of any of the transactions  contemplated by this Agreement,  Selling Corporation
and Founding Shareholder shall (subject to the next sentence) indemnify and hold
harmless the  Indemnitees  against and in respect of any and all claims,  suits,
actions,   proceedings   (formal  or   informal),   investigations,   judgments,
deficiencies,  damages,  settlements,  liabilities, and legal and other expenses
(including legal fees and expenses of attorneys chosen by any Indemnitee) as and
when  incurred  arising  out of or based  upon such  claim by such  person,  and
Selling Corporation and Founding  Shareholder shall at their sole expense defend
any and all suits, actions,  proceedings (formal or informal), or investigations
involving such claim that may at any time be brought  against any Indemnitee and
satisfy  promptly any settlement or judgment arising  therefrom;  but if Selling
Corporation  and  Founding   Shareholder  fail  to  defend  such  suit,  action,
proceeding, or investigation in a timely manner, the Purchaser or any Indemnitee
made a defendant  therein or a party  thereto shall have the right to defend and
settle the same and pay any judgment or settlement  pertaining  thereto as it or
he  may  reasonably  deem  appropriate  at  the  cost  and  expense  of  Selling
Corporation and Founding  Shareholder.  If, however, it is ultimately determined
in any such  suit,  action,  or  proceeding  (in  which  the  Purchaser  and all
Indemnitees  made a  defendant  therein or a party  thereto  were  afforded  the
opportunity to have their counsel participate in the defense) that the Purchaser
or any  Indemnitee  made a  defendant  therein or a party  thereto  was the sole
employer  of such  broker or finder or services  were  performed  solely for the
Purchaser or any Indemnitee  made a defendant  therein or a party thereto,  then
Selling Corporation and Founding Shareholder shall not be responsible under this
Section 8.01 and amounts theretofore paid by them by reason of this Section 8.01
shall be reimbursed by the Purchaser or the Indemnitee,  as the case may be, who
was the sole employer.

         The references in this Section 8.01 to this Agreement include any other
document  executed  by Selling  Corporation,  or Founding  Shareholder  relating
hereto or  delivered  to Global Path or the  Purchaser  in  connection  with the
transactions contemplated hereby.

         8.02     FURTHER ACTIONS

         At any time and from time to time,  each  party  agrees,  at its or his
expense,  to take such actions and to execute and deliver such  documents as may
be reasonably necessary to effectuate the purposes of this Agreement.

         8.03     AVAILABILITY OF EQUITABLE REMEDIES

         Since a breach of the provisions of this Agreement could not adequately
be compensated by money damages,  any party shall be entitled,  either before or
after the Closing,  in addition to any other right or remedy available to it, to
an  injunction  restraining  such breach or a threatened  breach and to specific
performance of any such provision of this Agreement,  and in either case no bond
or other  security  shall be required in connection  therewith,  and the parties
hereby  consent to the  issuance of such an  injunction  and to the  ordering of
specific performance.

         8.04     SURVIVAL

         The covenants, agreements, representations, and warranties contained in
or made pursuant to this Agreement shall survive the Closing and any delivery of
the purchase price by the Purchaser,  irrespective of any investigation  made by
or on  behalf of any  party.  The  statements  contained  in any other  document
executed by Selling  Corporation,  or Founding  Shareholder  relating  hereto or
thereto or delivered  to Global Path or the  Purchaser  in  connection  with the
transactions  contemplated hereby or thereby, or in any statement,  certificate,
or other  instrument  delivered  by or on  behalf  of  Selling  Corporation,  or
Founding  Shareholder  pursuant hereto or thereto or delivered to Global Path or
the Purchaser in connection with the transactions contemplated hereby or thereby
shall be deemed  representations  and warranties,  covenants and agreements,  or
conditions,  as the case may be, of Selling Corporation and Founding Shareholder
hereunder  for  all  purposes  of  this  Agreement  (including  all  statements,
certificates,  or other  instruments  delivered  pursuant  hereto or  thereto or
delivered in connection with the transactions contemplated hereby or thereby).

         8.05     APPOINTMENT OF AGENT

         Ronald F. Springer will be the representative (the "Representative") of
the interests of the Founding  Shareholder  for all purposes of this  Agreement.
Without giving notice to other Founding  Shareholder,  the Representative  shall
have full and  irrevocable  authority on behalf of Founding  Shareholder  (a) to
deal with the other  parties to this  Agreement,  (b) to accept and give notices
and other communications  relating to this Agreement,  (c) to settle any dispute
relating  to the  terms of this  Agreement,  (d) to waive any  condition  to the
obligations of all Founding  Shareholder found in this Agreement,  (e) to modify
or amend this Agreement except with respect to the purchase price to be received
by a Founding  Shareholder,  (f) to execute any  instrument or document that the
Representative  may  determine  is necessary or desirable in the exercise of his
authority under this Section 8.05, and (g) to act in connection with all matters
relating to this  Agreement and the  transactions  contemplated  hereby.  In the
event of the refusal or inability to serve,  death,  incapacity,  or resignation
for any reason of the  Representative,  Selling  Corporation will select another
person to become his successor, with all the powers and irrevocable authority of
the Representative, and with full power of substitution.

         8.06     MODIFICATION

         This   Agreement   and  the  Exhibits   hereto  set  forth  the  entire
understanding  of the parties with respect to the subject  matter hereof (except
as provided in Section  8.04),  supersede  all  existing  agreements  among them
concerning such subject matter, and may be modified only by a written instrument
duly executed by each party (except as provided in Section 8.05).

         8.07     NOTICES

         Subject to Section 8.05, any notice or other communication  required or
permitted  to be given  thereunder  shall be in  writing  and shall be mailed by
certified  mail,  return receipt  requested or delivered  against receipt to the
party to whom it is to be given at the address of such party set forth below (or
to such other address as the party shall have furnished in writing in accordance
with the  provisions  of this  Section  8.07)  with a copy to each of the  other
parties hereto. Any notice or other  communication given by certified mail shall
be  deemed  given  at the time of  certification  thereof,  except  for a notice
changing a party's  address  which  will be deemed  given at the time of receipt
thereof.

<TABLE>
<CAPTION>
<S>                  <C>                                                       <C>
                  If to Purchaser or:                                    Global Path Incorporated
                  Global Path                                            55 Bloor Street West PO Box 19587
                                                                         Toronto, Ontario, Canada
                                                                         M5S 1L7
                                                                         Attn: Robert J. Kubbernus, President

                  If to Selling Corporation, or Founding Shareholder:    General Cosmetics Corporation
                                                                         Bunried, 2
                                                                         93444
                                                                         Koetzting
                                                                         Germany
                                                                         Attn: Mr. Ronald F. Springer, CEO
</TABLE>

         8.08     WAIVER

         Any waiver by any party of a breach of any provision of this  Agreement
shall not operate as or be  construed to be a waiver of any other breach of that
provision or of any breach of any other provision of this Agreement. The failure
of a party to insist upon strict  adherence to any term of this Agreement on one
or more  occasions  will not be considered a waiver or deprive that party of the
right  thereafter to insist upon strict adherence to that term or any other term
of this  Agreement.  Any waiver must be in writing and signed by or on behalf of
the waiving party.

         8.09     JOINT AND SEVERAL OBLIGATIONS

         The representations,  warranties,  covenants, and agreements of Selling
Corporation, and Founding Shareholder in this Agreement are joint and several.

         8.10     BINDING EFFECT

         The provisions of this Agreement shall be binding upon and inure to the
benefit of Selling Corporation and the Purchaser and their respective successors
and assigns and  Founding  Shareholder  and his  assigns,  heirs,  and  personal
representatives,  and shall  inure to the benefit of the  Indemnitees  and their
respective successors, assigns, heirs, and personal representatives.

         8.11     NO THIRD-PARTY BENEFICIARIES

         This Agreement does not create, and shall not be construed as creating,
any rights  enforceable by any person not a party to this  Agreement  (except as
provided in Section 8.10).

         8.12     SEPARABILITY

         If  any   provision  of  this   Agreement  is  invalid,   illegal,   or
unenforceable,  the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and circumstances.

         8.13     HEADINGS

         The headings in this Agreement are solely for  convenience of reference
and shall be given no  effect  in the  construction  or  interpretation  of this
Agreement.

         8.14     COUNTERPARTS; GOVERNING LAW

         This  Agreement  may  be  executed   simultaneously   in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.  A facsimile signature by
any party on a counterpart of this Agreement  shall be binding and effective for
all purposes. Such party shall, however, subsequently deliver to the other party
an  original  executed  copy of this  Power  of  Agreement  may be  executed  by
facsimile  transmission,  and in  counterparts,  each of which will be deemed an
original.  It shall be governed by and construed in accordance  with the laws of
New York, without giving effect to conflict of laws.

         IN WITNESS  WHEREOF,  the parties  have duly  executed  this  Agreement
(version 8, last modified at approximately 2.00PM EST, March 31, 2003) as of the
date first written above.

GLOBAL PATH INCORPORATED



By:
    --------------------------------
       Robert J. Kubbernus, President & CEO


SWISS MEDICA, INC.



By: __________________________________
       Raghu Kilambi, CEO


GENERAL COSMETICS CORPORATION



By: ___________________________________
       Ronald F. Springer, Chief Executive Officer



By: ___________________________________
       R. Doster, Director



By: ___________________________________
       B. Kotyuk, Director




FOUNDING SHAREHOLDER


------------------------------------
       Ronald F. Springer




<PAGE>

<TABLE>
<CAPTION>


                                LIST OF EXHIBITS
<S>     <C>                       <C>                                                     <C>

         EXHIBIT           EXHIBIT DESCRIPTION                                          PURSUANT
         DESIGNATION                                                                    TO SECTION

         A                 Information about Selling Corporation                            1.01

         B                 Assets to be purchased                                       Preamble

         C                 List of Intangibles owned and licensed                           1.09

         D                 List of contracts and other instruments                          1.07

         E                 Form of Officer's certificate of General
                           Cosmetics concerning accuracy                                    4.01

         F                 Form of Founding Shareholder' certificate concerning accuracy    4.01

         G                 Form of Release                                                  4.26

         H                 Form of Agreement Not To Compete                                 4.27

         I                 Form of Confidentiality Agreement                                4.28

         J                 Litigation and other claims not affecting the Purchased Assets   1.05

         K                 Prospective claims possibly affecting the Purchased Assets       1.05


</TABLE>

<PAGE>



                               Exhibit A - Page 1

                                    EXHIBIT A

                                   INFORMATION
                            ABOUT SELLING CORPORATION

                       PURSUANT TO SECTIONS 1.01 AND 1.02


         Selling  Corporation  is organized  under the laws of Delaware,  is not
qualified to do business in any foreign jurisdiction,  its principal business is
the development of nutriceutical and other patented dietary supplements.

         Selling Corporation has no subsidiaries,  and Founding Shareholder owns
__20___% of all classes of the issued and  outstanding  capital stock of Selling
Corporation.


<PAGE>


<TABLE>
<CAPTION>

                               Exhibit B - Page 3


                                    EXHIBIT B

<S>                              <C>                              <C>                     <C>

------------------------ --------------------------------- ----------------------- --------------------------
  DESCRIPTION                       PATENT INFORMATION      ASSIGNED VALUE AND        HEADING
                                                            PURCHASE PRICE
------------------------ --------------------------------- ----------------------- --------------------------
O24 Sport                A pain relief composition and a   Patent No:              1,000,000 Shares
                         method of relieving pain in a     6,444,238 B1 Issued     Global Path Common
                         human body.  The method also      September 3, 2003
                         includes topically applying the   in United States of
                         pain relief composition to the    America
                         human body proximate to where a
                         person is experiencing discomfort
------------------------ --------------------------------- ----------------------- --------------------------
Arthritis Formula        A pain relief composition and a   Patent No: 6,444,238    700,000 Shares
                         method of relieving pain in a     B1 Issued September 3,  Global Path
                         human body.  The method also      2003 in United States   Common
                         includes topically applying the   of America
                         pain relief composition to the
                         human body proximate to where a
                         person is experiencing
                         discomfort.  Such formula has
                         been specifically adjusted for
                         Arthritic pain relief.
------------------------ --------------------------------- ----------------------- --------------------------
Menstrual Cramp          A pain relief composition and a   Patent No: 6,444,238    300,000 Shares
                         method of relieving pain in a     B1 Issued September     Global Path
                         human body.  The method also      3, 2003 in United       Common
                         includes topically applying the   States of America
                         pain relief composition to the
                         human body proximate to where a
                         person is experiencing
                         discomfort.  Such formula has
                         been specifically adjusted for
                         menstrual pain relief.
------------------------ --------------------------------- ----------------------- --------------------------
Herpes B                 A pain relief composition and a   Patent No: 6,444,238    300,000 Shares
                         method of relieving pain in a     B1 Issued September 3,  Global Path
                         human body.  The method also      2003 in United States   Common
                         includes topically applying the   of America
                         pain relief composition to the
                         human body proximate to where a
                         person is experiencing
                         discomfort.  Such formula has
                         been specifically adjusted for
                         Herpes pain relief, reduction and
                         healing.
------------------------ --------------------------------- ----------------------- --------------------------
Urinary Tract Infection  A pain relief composition and a   Patent No: 6,444,238    300,000 Shares
                         method of relieving pain in a     B1 Issued September 3,  Global Path
                         human body.  The method also      2003 in United States   Common
                         includes topically applying the   of America
                         pain relief composition to the
                         human body proximate to where a
                         person is experiencing
                         discomfort.  Such formula has
                         been specifically adjusted for
                         Urinary Tract pain relief,
                         reduction in infection and
                         healing.
------------------------ --------------------------------- ----------------------- --------------------------
Throat & Mouth           A pain relief composition and a   Patent No: 6,444,238    300,000 Shares
Treatment                method of relieving pain in a     B1 Issued September 3,  Global Path
                         human body.  The method also      2003 in United States   Common
                         includes topically applying the   of America
                         pain relief composition to the
                         human body proximate to where a
                         person is experiencing
                         discomfort.  Such formula has
                         been specifically adjusted for
                         Throat and Mouth pain relief,
                         reduction and healing.
------------------------ --------------------------------- ----------------------- --------------------------
Nasal & Sinus            A pain relief composition and a   Patent No: 6,444,238    300,000 Shares
Congestion               method of relieving pain in a     B1 Issued September 3,  Global Path
                         human body.  The method also      2003 in United States   Common
                         includes topically applying the   of America
                         pain relief composition to the
                         human body proximate to where a
                         person is experiencing
                         discomfort.  Such formula has
                         been specifically adjusted for
                         Nasal and Sinus pain relief,
                         reduction and healing.
------------------------ --------------------------------- ----------------------- --------------------------
Hemorrhoid Relief        A pain relief composition and a   Patent No: 6,444,238    200,000 Shares
                         method of relieving pain in a     B1 Issued September 3,  Global Path
                         human body.  The method also      2003 in United States   Common
                         includes topically applying the   of America
                         pain relief composition to the
                         human body proximate to where a
                         person is experiencing
                         discomfort.  Such formula has
                         been specifically adjusted for
                         Hemorrhoid pain relief, reduction
                         and healing.
------------------------ --------------------------------- ----------------------- --------------------------
General Pain Relief      A pain relief composition and a   Patent No: 6,444,238    355,000 Shares
                         method of relieving pain in a     B1 Issued September 3,  Global Path
                         human body.  The method also      2003 in United States   Common
                         includes topically applying the   of America
                         pain relief composition to the
                         human body proximate to where a
                         person is experiencing
                         discomfort.  Such formula has
                         been specifically adjusted for
                         general pain relief, reduction
                         and healing.
------------------------ --------------------------------- ----------------------- --------------------------
10,000 product units     Consisting of an equal portion                            200,000 Shares
and samples              of Acute Zone, Extended Zone                              Global Path
                         and Total Body.  Fully                                    Common
                         packaged, labeled and ready for
                         delivery to customers.  Product
                         must be FOB Toronto. Prior to
                         payment.
------------------------ --------------------------------- ----------------------- --------------------------
Product                  Brochures  Any  and  all  product  collateral,  100,000
                         Shares brochures, sales tools and Global Path marketing
                         tools in electronic Common form and printed stock.
------------------------ --------------------------------- ----------------------- --------------------------
All Royalty and          All Royalty agreements must be                            50,000 Shares
licensing agreements.    extinguished to Global Path                               Global Path
                         Satisfaction and no product                               Common
                         obligations will survive.
------------------------ --------------------------------- ----------------------- --------------------------
Prior Art                All principals such as Ben                                10,000 Shares
                         Koykuk and Richard Weiss must                             Global Path
                         assign all product prior art                              Common
                         rights to Global Path.  GCC
                         must provide total
                         indemnification from any former
                         employee, consultant or
                         principal from the use of any
                         prior art.
------------------------ --------------------------------- ----------------------- --------------------------
Copy rights              All principals such as Ben                                10,000 Shares
                         Koykuk and Richard Weise must                             Global Path
                         assign all product prior art                              Common
                         rights to Global Path.  GCC
                         must provide total
                         indemnification.
------------------------ --------------------------------- ----------------------- --------------------------
Case Studies             At least Two Significant Case                             200,000 Shares
                         Studies of institutional use                              Global Path
                         must be documented and supplied                           Common
                         in the local language plus
                         English to the satisfaction of
                         Global Path, including the
                         testimonial of a major hospital
                         and an arthritis society.
------------------------ --------------------------------- ----------------------- --------------------------
Testimonials             At least ten bonafide, credible                           500,000 Shares
                         and authenticated testimonials                            Global Path
                         must be fully documented, signed                          Common
                         off, delivered  in the local
                         language plus English and
                         approved by Global Path.
------------------------ --------------------------------- ----------------------- --------------------------
Detailed Individual      Total customer listing must                               200,000 Shares
and retail, wholesale    include, name, address, phone                             Global Path
customer Data Base       numbers, fax numbers, email and                           Common
                         product ordered to the
                         satisfaction of Global Path.
------------------------ --------------------------------- ----------------------- --------------------------
Trade Marks              All Trade Marks must be                                   300,000 Shares
                         assigned to Global Path to the                            Global Path
                         satisfaction of Global Path.                              Common
------------------------ --------------------------------- ----------------------- --------------------------
Digital Collateral &     All electronic materials                                  200,000 Shares
Web presence             including web site, URL's and                             Global Path
                         all associated links relating                             Common
                         to each product must be
                         assigned and delivered to
                         Global Path.
------------------------ --------------------------------- ----------------------- --------------------------
Packaging, mixing and    All plant and operations in Texas                         300,000 Shares
bottling equipment.      USA                                                       Global Path
                                                                                   Common
------------------------ --------------------------------- ----------------------- --------------------------
Non Compete  agreements  GCC, its subsidiaries and                                 750,000 Shares
with General Cosmetics   principal management must agree                           Global Path
Inc.                     to a 3 year non-compete with                              Common
                         any of the product categories
                         stipulated.
------------------------ --------------------------------- ----------------------- --------------------------
Computer software                                                                  25,000 Shares
related to the                                                                     Global Path
fulfillment of product                                                             Common
sales
------------------------ --------------------------------- ----------------------- --------------------------
All approvals, letters,                                                            125,000 Shares
licenses, contracts or                                                             Global Path
other items in any way                                                             Common
related to the
successful marketing and
sale of products based
on the above assets.
------------------------ --------------------------------- ----------------------- --------------------------
Office equipment,                                                                  25,000 Shares
including filing                                                                   Global Path
cabinets                                                                           Common
------------------------ --------------------------------- ----------------------- --------------------------



</TABLE>


<PAGE>



                               Exhibit C - Page 1

                                    EXHIBIT C

                     LIST OF INTANGIBLES OWNED AND LICENSED

                            PURSUANT TO SECTION 1.09








<PAGE>



                               Exhibit D - Page 2
                                    EXHIBIT D

                         LIST OF CONTRACTS, AGREEMENTS,
                               AND INSTRUMENTS AND
                                  ARRANGEMENTS

                            PURSUANT TO SECTION 1.07

         Where no such  instrument  exists,  Selling  Corporation  and  Founding
Shareholder have inserted the word "none."

                  (a) Specimen  copies of price lists,  standard  terms of sale,
         forms on which  quotations  for  products  or  services  are made,  and
         product or service warranties. Attached.

                  (b) Franchise agreements. None.

                  (c) Sale or  purchase  agreements  for a term in excess of one
         year  which  have an  aggregate  sale or  purchase  price in  excess of
         $10,000. None.

                  (d)  Agreements  for the  acquisition  of businesses and joint
         venture agreements. None.

                  (e)   Dealership   agreements,   distributorship   agreements,
         fiduciary agreements, sales agency agreements,  agreements with finders
         and brokers,  and other agency agreements.  Attached (including without
         limitation  current  distributorship   agreement  for  Brazil,  expired
         distributorship   agreement  for  Germany,  and  draft  (but  unsigned)
         distributorship agreement for Scandanavia) .

                  (f) Any  agreement  for the  processing or finishing of goods.
         Attached.

                  (h) Bank credit,  factoring, and loan agreements,  indentures,
         promissory  notes,  and  other  evidences  of  indebtedness  (excluding
         invoices and like evidences of regular trade indebtedness), and letters
         of  credit;  and  all  consents  or  waivers  relating  to  any  of the
         foregoing.  Attached are the loan  agreements  referenced in Exhibits J
         and K.

                  (i) Liens, mortgages,  security interests,  pledges,  charges,
         and other encumbrances;  and all documents  purporting to create any of
         the  foregoing.  Attached are all documents  relating to the Fleet Bank
         security interest referenced in Exhibit K.

                  (j)  Insurance  policies  (including  all under which  Selling
         Corporation, or corporation is a beneficiary). None.

                  (k) Consent decrees, judgments, orders, settlement agreements,
         or  agreements  relating to  competitive  activities  which  require or
         prohibit  any  future  action  by  Selling  Corporation,   or  Founding
         Shareholder or to which the business,  properties, or assets of Selling
         Corporation, or Founding Shareholder are or may be subject. None.

                  (l) Contracts,  agreements,  arrangements,  or  understandings
         with  Founding  Shareholder,  any  director,  officer,  or  employee of
         Selling  Corporation  (except for employment  agreements  listed in (d)
         above and  employment  and  compensation  arrangements  referred  to in
         Exhibit  E,  in  each  case   where  the  fact  of  the   directorship,
         officership,   employment,   relation,   affiliation,  or  interest  is
         described  in (d)  above or in  Exhibit  E, as the  case  may be),  any
         relative or affiliate of Founding  Shareholder or of any such director,
         officer,  or employee,  or any other corporation or enterprise in which
         Founding Shareholder,  any such director,  officer, or employee, or any
         such relative or affiliate  then had or now has any equity or voting or
         other interest, specifying in each case the nature of the directorship,
         officership,  employment,  relation,  affiliation,  or interest, as the
         case may be, of the party to the contract,  agreement,  arrangement, or
         understanding. None.

                  (m) Rights of way. None.

                  (n) Government approvals,  contracts,  permits,  restrictions,
         letters or  franchises  relating  to the  Purchased  Assets,  including
         without limitation any FDA approval. Attached.

                  (o) Powers of attorney and letters of authorization. None.

                  (p) Bank  accounts,  escrows,  and  safe  deposit  boxes,  and
         persons authorized to draw thereon or having access thereto. Attached.

                  (q) Deeds. None.

                  (r)  Consents  necessary  for  the  execution,   delivery,  or
         performance  of this  Agreement  by Selling  Corporation,  or  Founding
         Shareholder.  Consent of Fleet Bank, pursuant to the loan agreement and
         related documents referenced in Exhibit K.

                  (s) Guarantees or undertakings. None.

                  (t) Each form of employee invention and patent assignment, and
         security agreements with employees or with other companies with respect
         to proprietary information. None.

                  (u) Defense contracts. None.

                  (v)  Any  management,   advisory,   consulting,   advertising,
         construction,   warehousing,  engineering,  designing,  styling,  major
         utility, or other agreement not listed above or described in Exhibit B,
         C, or E which  involves the payment of in excess of $5,000 prior to the
         date  it can be  terminated  without  penalty  or  premium  by  Selling
         Corporation. None.

                  (w) Contracts, agreements, and instruments not listed above or
         described in Exhibit B, C, or E which are of material importance in the
         conduct of the business of Selling  Corporation as presently  conducted
         or as it contemplates conducting. None.

                  (x)  Reports or  memoranda  relating  to broad  aspects of the
         financial  condition,  results  of  operations,  business,  properties,
         assets,  liabilities,  or future prospects of Selling  Corporation made
         within the last five years. None.

                  (y) Reports,  opinions, or appraisals of any property or asset
         of Selling Corporation made in the last ten years. None.

         The following is a list of arrangements and  understandings (a) for the
importation  or  exportation  of goods by, or supply of goods to, by, or through
Selling  Corporation,  for the  distribution of goods to, by, or through Selling
Corporation,  or for Selling Corporation to act as an agent for another party or
(b) relating to  financial  matters,  regardless  in each case of whether or not
such arrangements or understandings are in contractual or written form:

None.

<PAGE>







                               Exhibit E - Page 1
                                    EXHIBIT E
                    FORM OF OFFICER'S CERTIFICATE OF GENERAL
                   COSMETICS CORPORATION CONCERNING ACCURACY
                            PURSUANT TO SECTION 4.01

         THE UNDERSIGNED HEREBY CERTIFIES, individually and on behalf of General
Cosmetics Corporation,  a Delaware corporation ("Selling  Corporation") pursuant
to Section 4.01 of an agreement (the "Agreement"),  dated March ____, 2003 among
Global  Path   Incorporated,   a  Delaware   corporation,   Swiss   Medica  Inc.
("Purchaser"),  the Founding  Shareholder  ("Founding  Shareholder")  of Selling
Corporation,  and Selling Corporation,  that I am the duly elected and qualified
president  of  the  Selling  Corporation,   and  that  all  representations  and
warranties of Selling Corporation and or Founding  Shareholder  contained in the
Agreement  were  accurate  when made and, in  addition,  are  accurate as of the
Closing  (as  defined  in the  Agreement)  as though  such  representations  and
warranties  were made as of the Closing in exactly the same  language by Selling
Corporation  and or Founding  Shareholder  and  regardless  of knowledge or lack
thereof  on the part of  Selling  Corporation  and or  Founding  Shareholder  or
changes beyond their or his control,  and as of the Closing Selling Corporation,
and Founding  Shareholder  have  performed  and complied  with all covenants and
agreements  and satisfied all  conditions  required to be performed and complied
with by any of them at or before such time by the Agreement.

         IN  WITNESS  WHEREOF,  I have  hereunto  set my  hand,  and the seal of
Selling Corporation and this ___ day of April, 2003



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






<PAGE>



                               Exhibit F - Page 1
                                    EXHIBIT F
          FORM OF FOUNDING SHAREHOLDER' CERTIFICATE CONCERNING ACCURACY
                            PURSUANT TO SECTION 4.01


         THE  UNDERSIGNED  HEREBY  CERTIFIES,  pursuant  to  Section  4.01 of an
agreement  (the   "Agreement")   dated  March  _____,  2003  among  Global  Path
Incorporated,  a  Delaware  corporation,  Swiss  Medica  Inc.  ("Purchaser"),  a
Delaware  corporation,  the Founding  Shareholder  ("Founding  Shareholder")  of
General Cosmetics Corporation,  a Delaware corporation ("Selling  Corporation"),
and Selling  Corporation,  that the undersigned are the owners of ______% of all
classes  of  the  capital  stock  of  the  Selling   Corporation  and  that  all
representations  and warranties of Selling  Corporation or Founding  Shareholder
contained  in the  Agreement  were  accurate  when made and,  in  addition,  are
accurate  as of the  Closing  (as  defined  in the  Agreement)  as  though  such
representations  and warranties  were made as of the Closing in exactly the same
language  by Selling  Corporation  or Founding  Shareholder  and  regardless  of
knowledge  or lack  thereof  on the  part of  Selling  Corporation  or  Founding
Shareholder  or changes  beyond  their  control,  and as of the Closing  Selling
Corporation  and Founding  Shareholder  have  performed  and  complied  with all
covenants and agreements  and satisfied all conditions  required to be performed
and complied with by any of them at or before such time by the Agreement.

         IN  WITNESS  WHEREOF,  we have  hereunto  set our hands this ___ day of
April, 2003.


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

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

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

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



<PAGE>





                                    EXHIBIT G

                                 FORM OF RELEASE

                            PURSUANT TO SECTION 4.26

         The undersigned fully and  unconditionally  releases and discharges all
claims and causes of action which he or his heirs,  personal  representatives or
assigns ever had, now have,  or hereafter  may have against the  properties  and
assets acquired by Global Path  Incorporated,  a Delaware  corporation  ("Global
Path") and Swiss Medica Inc., a Delaware corporation ("Purchaser"), from General
Cosmetics  Corporation,  a  Delaware  corporation  ("Selling  Corporation")  (as
defined in an agreement (the "Agreement"), dated March ______, 2003 among Global
Path,  Purchaser,  the Founding  Shareholder of Selling  Corporation  ("Founding
Shareholder"),  and  Selling  Corporation,  and,  when  acting  as  such,  their
respective  officers,  directors,   controlling  persons  (if  any),  employees,
counsel,  agents, and Founding  Shareholder,  in each case past,  present, or as
they may exist at any time after this date,  except  claims and causes of action
arising out of or relating to the  Agreement and the other  representations  and
warranties of Selling  Corporation,  or Founding  Shareholder (as defined in the
Agreement) and except, as to Selling Corporation, Founding Shareholder shall not
release or discharge any of his rights insofar as such rights derive solely from
being a holder of a Common Stock of Selling  Corporation other than the right to
sue or to share in or benefit from any recovery or other advantage  flowing from
any litigation,  arbitration, claim, governmental or other proceeding (formal or
informal), or investigation.



Name:
     ---------------------------------------
Title:
      --------------------------------------



























<PAGE>



                                    EXHIBIT H

                        FORM OF AGREEMENT NOT TO COMPETE

                        PURSUANT TO SECTION 4.27 AND 6.10

         To induce Global Path  Incorporated,  a Delaware  corporation  ("Global
Path"),  and  Swiss  Medica  Inc.,  a  Delaware  corporation  ("Purchaser"),  to
consummate the transactions contemplated by an agreement (the "Agreement") dated
March _____, 2003, among Global Path, Purchaser,  General Cosmetics Corporation,
a Delaware corporation ("Selling Corporation"),  and the Founding Shareholder of
Selling Corporation, the undersigned agrees:


                  (a) For a period of three  years after the date of the Closing
         (as defined in the  Agreement),  he will not compete with or be engaged
         in the same business as, or Participate In (as hereinafter defined) any
         other business or organization  which at any time during the three-year
         period after the date of the Closing  competes  with or is engaged in a
         business  competing  with  the  Purchased  Assets  (as  defined  in the
         Agreement, including such descriptions as appear in connection with all
         relevant  patents),  including without limitation any business involved
         in the  production  or  sale of  products  for  human  pain  relief  or
         essential oils for humans;

                  (b) He will not  directly  or  indirectly  reveal the name of,
         solicit or interfere  with, or endeavor to entice away from that entity
         which  operates the assets  acquired  under the  Agreement,  any of its
         suppliers, customers, or employees; and

                  (c) He  will  not  directly  or  indirectly  employ  in  North
         America, any person who, at any time up to the date of the Closing, was
         an employee of Selling Corporation,  or the Purchaser,  within a period
         of three years after such person leaves the employ of such corporation.

         As used in this  Agreement,  "Participate  In" shall mean  "directly or
indirectly,  for his own benefit or for,  with,  or through any other  person or
entity,  own,  manage,  operate,  control,  loan money to, or participate in the
ownership, management,  operation, or control of, or be connected as a director,
officer,  employee,  partner,  consultant,  agent,  independent  contractor,  or
otherwise  with,  or acquiesce in the use of his name in." Since a breach of the
provisions  of this  Agreement  could not  adequately  be  compensated  by money
damages,  the  Purchaser  shall be entitled,  in addition to any other right and
remedy available to it, to an injunction restraining such breach or a threatened
breach,  and in  either  case no bond or other  security  shall be  required  in
connection  therewith,  and the  undersigned  hereby consents to the issuance of
such  injunction.  The undersigned  agrees that the provisions of this Agreement
are necessary and  reasonable to protect that entity which operates the business
acquired  under  the  Agreement  and  the  Purchaser  in the  conduct  of  their
businesses. If any restriction contained in this Agreement shall be deemed to be
invalid,  illegal,  or  unenforceable  by reason  of the  extent,  duration,  or
geographical   scope  thereof,   or  otherwise,   then  the  court  making  such
determination shall have the right to reduce such extent, duration, geographical
scope,  or other  provisions  hereof,  and in its reduced form such  restriction
shall then be enforceable in the manner contemplated hereby.

         This Agreement shall terminate upon Global Path or the Purchaser filing
for bankruptcy or otherwise permanently ceasing to do business.

Dated:
      ------------------------------

Signature:
          ----------------------------------



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                                    EXHIBIT I

                        FORM OF CONFIDENTIALITY AGREEMENT

                            PURSUANT TO SECTION 4.28


         To induce Global Path  Incorporated,  a Delaware  corporation  ("Global
Path"),  and  Swiss  Medica  Inc.,  a  Delaware  corporation  ("Purchaser"),  to
consummate the transactions contemplated by an agreement (the "Agreement") dated
March ____, 2003, among Global Path, Purchaser, General Cosmetics Corporation, a
Delaware  corporation  ("Selling  Corporation"),  and the  Founding  Shareholder
("Shareholders")  of  Selling  Corporation,  the  undersigned  agrees  that  all
confidential  information  which I may now  possess or may  hereafter  create or
obtain  relating  to the  Purchased  Assets (as defined in the  Agreement),  any
customer or supplier of the Purchased Assets, shall not be published, disclosed,
or made  accessible  by me to any other  person or entity at any time or used by
me, in each case without the prior written  consent of the Purchaser;  provided,
however, that the restrictions of this sentence shall not apply

                  (a) After the Agreement is rightfully terminated,  but only to
         the extent such  confidential  information was obtained  directly by me
         from Selling Corporation;

                  (b) As may otherwise be required by law,

                  (c) As may be necessary or appropriate in connection  with the
         enforcement of the agreement, or

                  (d) To the extent such information shall have otherwise become
         publicly available.

         I shall,  and shall cause all other  persons and  entities who received
confidential  information  from me to,  deliver to the  Purchaser  all  tangible
evidence  of such  confidential  information  to which the  restrictions  of the
foregoing  apply at the  Closing (as  defined in the  Agreement)  or the earlier
rightful termination of the Agreement.


Dated: April ___, 2003



Name:
     ---------------------------------------











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                                    EXHIBIT J

     Litigation and other claims not affecting the Purchased Assets, pursuant to
     Section 1.05


1.        Robert Hemm.  Selling  Corporation owes Mr. Hemm  US$100,000.00,  such
          debt secured by Selling  Corporation's  assets related to the Nature's
          Fantasy product line. Documents attached in accordance with Exhibit D.

2.        Fabrizo   Scuderi.   Former   Chief   Financial   Officer  of  Selling
          Corporation.  On February 14, 2003 Mr. Scuderi filed a lawsuit against
          the Founding Shareholder and Ben Kotyuk,  claiming damages suffered in
          connection with inducements  allegedly offered by these individuals to
          continue his employment at Selling Corporation.

3.        C-Care.  Bottling company and former supplier with respect to Nature's
          Fantasy product line.  Selling  corporation owes C-Care  approximately
          US$75,000. Documents attached in accordance with Exhibit D.

4.        Vegla. Labeling company and former supplier.  Selling corporation owes
          Vegla  approximately  US$100,000.00.  Documents attached in accordance
          with Exhibit D.

5.        Gregor  Daniel.  Selling  Corporation  owes Mr.  Daniel  US$30,000.00.
          Documents attached in accordance with Exhibit D.

6.       Landlord for New York City office of Selling Corporation.  Landlord is
         owed between US$50,000.00 and US$75,000.00.







<PAGE>



                                    EXHIBIT K

           Prospective claims possibly affecting the Purchased Assets

     1. Fleet Bank. Selling Corporation owes Fleet Bank US$100,000.00.  Pursuant
     to loan  documents  connected with such debt (attached to this Agreement in
     accordance  with  Exhibit  D),  Selling  Corporation  granted  Fleet Bank a
     security  interest in its assets which likely  necessitate  obtaining Fleet
     Bank's consent to the transactions contemplated in this Agreement.












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