EXHIBIT 10.2









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                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT made as of the 25th. day of March, 2001.

BETWEEN:

            CUREX  TECHNOLOGIES  INC., a company  incorporated under the laws
            of British Columbia and having its head office at Suite 215 - 7080
            River Road, Richmond, British Columbia, Canada V6X 1XB

            (the "Vendor")

                                                          OF THE FIRST PART

AND:

            WHISPERING  OAKS  INTERNATIONAL,   INC.  a  company  incorporated
            under the laws of Texas and  having  its head  office at  Messrs.
            Troutman   Sanders  Mays  &  Valentine   LLP,   suite  600,  1660
            International  Drive,  Tyson  Corner,  McClean,   Virgina  22102.
            USA    Attention: Mr. David Levenson.


            (the "Purchaser")

                                                         OF THE SECOND PART

WHEREAS:

A.    The Vendor carries on the business of developing, producing, licensing and
marketing cancer diagnostic kits;

B. From January 1997 until on and about June 8th. 2000, the Vendor issued
promissory notes up to the total principal amount of $2,326,869.00 (TWO MILLION,
THREE HUNDRED AND TWENTY SIX THOUSAND, EIGHT HUNDRED AND SIXTY-NINE UNITED
STATES DOLLARS as security for loans made to the Vendor by various lenders, and
the Purchaser has offered to purchase all of such promissory notes from the
lenders;

C.    The Vendor has agreed to sell, and the Purchaser has agreed to  purchase,
subject to certain exceptions, all of the property, assets, and  undertaking of
the Vendor's business, as a going concern; and,

D. The Purchaser has agreed, subject to certain exceptions, to accept all or
part of the property, assets, and undertaking of the Vendors' business, as a
going concern, in full payment and satisfaction of the promissory notes acquired
by the Purchaser pursuant to the offers described in Recital B;



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NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises
and the covenants, agreements, representations, warranties, and payments set
forth in this Agreement, the parties covenant and agree as follows:

1.    INTERPRETATION

1.1 Where used in this Agreement, each of the following words will have the
following meanings:

(a)   "Acquired Notes" means the Notes acquired by and assigned to the Purchaser
      pursuant to the Offer to Purchase;

(b)   "Assets" means all properties and assets normally and necessarily used in
      the Business, as a going concern, including without limitation:

(i)   the Goodwill;
(ii)  the Cash;
(iii) the Capital Assets;
(iv)  the Material Contracts;
(v)   the Intangible Property;
(vi)  the Receivables;
(vii) all of the Vendor's right, title, and interest in and to all
      other property and assets, real or personal, tangible or
      intangible, used by the Vendor or to which the Vendor is
      entitled in connection with the Business, irrespective of
      whether those properties and assets are located on the
      Premises;

      but does not include the Excluded Assets;

(c)   "Business" means the business, including research and development,
      currently carried on by the Vendor for developing, producing, licensing
      and marketing cancer diagnostic kits;

(d)   "Capital Assets" means all computer equipment, laboratory equipment,
      office equipment, furniture, furnishings, tools and supplies of all kinds
      used in connection with the Business and leased or owned by the Vendor,
      but does not include the Excluded Assets;

(e)   "Cash" means the amount of cash on hand or held in the bank accounts of
      the Vendor as of the Closing Date;

(f)   "Closing" means the completion of the purchase and sale of the Assets by
      transfer and conveyance and the payment of or provision for the Purchase
      Price, all as provided in this Agreement;

(g)   "Closing Date" means the later of March 26, 2001 and (ii) the day that is
      five business days after the date of receipt of Regulatory Approval;



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(h)   "Excluded Assets" means the assets described in Schedule "F" hereto;

(i)  "Goodwill"   means  the  goodwill  of  the  Business,   together  with  the
     Purchaser's exclusive right to represent itself as carrying on the business
     in continuation of and in succession to the Vendor and the right to use any
     words indicating that the Business is so carried on, including the right to
     use the  Vendor's  name as part of the  name of or in  connection  with the
     Business  or  any  part  thereof  carried  on or to be  carried  on by  the
     Purchaser  and all  lists of  customers,  potential  customers,  documents,
     records, correspondence, and other information related to the Business;

(j)  "Indebtedness"  means any and all of the Vendor's  trade  accounts,  debts,
     duties,     endorsements,     guarantees,     liabilities,     obligations,
     responsibilities,  and undertakings,  including the Notes,  which have been
     assumed,  created,  incurred,  or made,  whether  voluntary or involuntary,
     however incurred or made or arising, whether due or not due (except accrued
     employees'  salaries  which are not yet due and  obligations  of the Vendor
     under Material Contracts), absolute, inchoate, or contingent, liquidated or
     un-liquidated,  determined or undetermined,  direct or indirect, express or
     implied,  and whether the Vendor may be liable individually or jointly with
     others,  including,  without  limitation,  the  Indebtedness  described  in
     Schedule "D";

(k)   "Intangible Property" means all of the Vendor's right and interest to all
      registered and unregistered trade marks, trade or brand names, domain
      names, copyrights, designs, inventions, patents and patent applications,
      licenses, authorities, restrictive covenants, and other rights used in
      connection with the Business, including without limitation the intangible
      property described in Schedule "A";

(l)   "Material Contracts" means the benefit of all unfilled orders received by
      the Vendor and forward commitments to purchase made by the Vendor in
      connection with the Business, and all other contracts, engagements, or
      commitments, whether written or oral, to which the Vendor is entitled in
      connection with the Business including without limitation its right,
      title, and interest in, to, and under the material contracts described in
      Schedule "B";

(m)   "Notes" means the promissory notes in the total principal amount of up to
      $2,326,869.00 (TWO MILLION, THREE HUNDRED AND TWENTY SIX THOUSAND, EIGHT
      HUNDRED AND SIXTY-NINE UNITED STATES DOLLARS issued by the Vendor as
      security for loans made to the Vendor by various lenders on or about June
      8th. 2000 pursuant to the terms of loan agreements between such lenders
      and the Vendor;

(n)  "Offers to Purchase"  means the offers made on February  21st.  2001 by the
     Purchaser to purchase the Notes;

(o)   "Person" means an individual, corporation, body corporate, partnership,
      joint venture, society, association, trust, or unincorporated
      organization, or any trustee, executor, administrator, or other legal
      representative;



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(p)   "Premises" means that portion of the leasehold lands and premises situated
      at Suite 215 - 7080 River Road, Richmond, British Columbia, V6X 1X5,
      Canada - used by the Vendor for the Business and more particularly
      described in the Lease;

(q)  "Purchase  Price" means the purchase price for the Assets stated in Section
     3.1;

(r)   "Receivables" means all accounts receivable, goods and services tax
      receivable, income tax credits recoverable, trade accounts, notes
      receivable, and other debts owing to the Vendor as of the Closing Date in
      connection with or arising out of the Business or otherwise, and the full
      benefit of all securities for those accounts, notes, or debts;

(s)   "Regulatory Approval" means the approval of the transaction contemplated
      by this Agreement by any securities regulatory authority having authority
      over the affairs of the Purchaser;

(t)  "Statements" means the Vendor's financial statements for the period January
     1st.2000 until December 31st. 2000, a copy of which is attached as Schedule
     "C".

1.2   In this Agreement, except as otherwise expressly provided:

(a)  "Agreement" means this Agreement, including the preamble and the Schedules,
     as supplemented or amended from time to time;

(b)   the headings are for convenience only and do not form a part of this
      Agreement and are not intended to interpret, define, or limit the scope,
      extent, or intent of this Agreement or any provision of this Agreement;

(c)   the singular of any term includes the plural and vice versa, the use of
      any term is equally applicable to any gender and, where applicable, a body
      corporate, the word "or" is not exclusive and the word "including" is not
      limited (whether or not non-limited language, such as "without limitation"
      or "but not limited" to words of similar import, is used with reference
      thereto);

(d)   any accounting term not otherwise defined has the meanings assigned to it
      in accordance with generally accepted accounting principles applicable in
      the United States.

(e)   any reference to a statute includes and is a reference to that statute and
      to the regulations made under that statute, with all amendments made to
      that statute and in force from time to time, and to any statute or
      regulations that may be passed which has the effect of supplementing or
      superseding that statute or those regulations;

(f)  except  as  otherwise  provided,  any  dollar  amount  referred  to in this
     Agreement is in United States Dollars; and

(g)  any other term defined  within the text of this  Agreement  has the meaning
     ascribed to it.



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1.3         The following are the Schedules to this Agreement:

            Schedule          Description

            A                 List of Intangible Property
            B                 List of Material Contracts
            C                 Financial Statements of the Vendor
            D                 List of Indebtedness
            E                 Terms of Employment
            F                 Excluded Assets

2     PURCHASE AND SALE

2.1 On the terms and subject to the conditions of, and based on the
representations and warranties contained in, this Agreement, the Vendor agrees
to sell and the Purchaser agrees to purchase the Assets belonging to or used in
the Business, as a going concern, as and from the Closing Date.

2.2 The parties acknowledge that the purchase and sale provided for in section
2.1 is restricted to the Assets only and, without limiting the generality of the
foregoing, the Purchaser is not acquiring any assets other than the Assets nor
is the Purchaser purchasing any business of the Vendor other than the Business.

3.          PURCHASE PRICE AND ALLOCATION OF PURCHASE PRICE

3.1 The Purchase Price will be an amount equal to the sum of US$2,326,869.00
plus applicable goods and services tax and provincial social services tax.

3.2   The Purchase Price will be allocated as follows: SEE SCHEDULE "G"

(a)   Cash:                               The value determined by Section 3.4.

(b)   Receivables:                        The value determined by Section 3.5.

(c)   Capital Assets:                     The values determined by Section 3.6.

(d)   Goodwill, Material Contracts, and   The balance of the Purchase Price.
      Intangible Property:

3.3    The Purchaser will pay and satisfy the Purchase Price on the Closing Date

(a)   assuming all of the Indebtedness incurred by the Vendor before the Closing
      Date, excluding the Acquired Notes, and assuming any legal, accounting or
      regulatory fees incurred after Closing in connection with and as part of
      carrying out the terms of this Agreement; and,



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(b)   surrendering the Acquired Notes to the Vendor as fully  paid and  settled
      obligations of the Vendor.

3.4     The value of the Cash will be determined as of the close of business on
the day preceding the Closing Date.

3.5     The value of the Receivables will be determined as of the close of
business on the day preceding the Closing Date.

3.6     The value of the Capital Assets will be their net book value as
determined in accordance with generally accepted accounting principles
consistently applied in Canada as of the close of business on the day preceding
the Closing Date.

4.          REPRESENTATIONS AND WARRANTIES OF THE VENDOR

The Vendor represents and warrants to the Purchaser as follows, with the intent
that the Purchaser will rely on these representations and warranties in entering
into this Agreement and in concluding the purchase and sale contemplated in this
Agreement:

4.1      Status of Vendor.  The Vendor is a corporation duly incorporated  under
the Company Act (British  Columbia);  is validly  existing and in good  standing
with respect to the filing of annual returns;  and has the power and capacity to
own and dispose of the Assets and to carry on the Business now  conducted by it,
and to enter into this Agreement and to carry out its terms to the full extent.

4.2      Authority to Sell. All necessary  corporate action on the Vendor's part
has duly and validly  authorized  the signing and delivery of this Agreement and
the completion of the  transactions  contemplated  by this  Agreement,  and this
Agreement  constitutes  a legal,  valid,  and binding  obligation  of the Vendor
enforceable  against the Vendor in  accordance  with its terms  except as may be
limited by laws of general application affecting the rights of creditors.

4.3         Sale will Not Cause Default. Neither the signing nor delivery of
this Agreement, nor the completion of the purchase and sale contemplated in this
Agreement will:

(a)   violate any of the terms and provisions of the Vendor's memorandum or
      articles, or any judgment, order, decree, statute, by-law, regulation,
      covenant, restriction, or any Material Contract or agreement applicable to
      the Vendor or any of the Assets (subject to the obligation to obtain
      consents, if any, in the Material Contracts);

(b)   give any person the right to terminate, cancel, or remove any of the
      Assets, save to the extent that the consent of third parties is required
      to assign the Material Contracts; or

(c)   result in any fees, duties, taxes, assessments, or other amounts relating
      to any of the Assets becoming due or payable other than British Columbia
      social services tax and goods and services tax payable by the Purchaser in
      connection with the purchase and sale.



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4.4      Assets.  The Vendor owns and  possesses  and has a good and  marketable
title to the  Assets and on  Closing  the  Assets  will be free and clear of all
liens, charges, mortgages,  pledges, security interests,  encumbrances, or other
claims whatsoever.

4.5      Books and Records.  The Vendor's books and records fairly and correctly
set out and disclose in all material  respects,  in  accordance  with  generally
accepted  accounting  principles,  the financial position of the Vendor, and all
material financial transactions of the Vendor relating to the Business have been
accurately recorded in those books and records.

4.6      Financial  Statements.  Audited Statements of the Vendor for the period
January 1st. to December 31st. 1999 and January 1st. to December 31stst. 2000, a
copy of which is attached as Schedule "C", have been prepared in accordance with
generally accepted accounting principles in Canada applied on a basis consistent
with those of previous fiscal years and present fairly and correctly the assets,
liabilities (whether accrued, absolute,  contingent or otherwise), and financial
condition  of the  Vendor  as of the  date of the  Statements,  and the sale and
earnings  of the  operations  of the Vendor  during the  periods  covered by the
Statements.

4.7        Material  Change. Since the date of the balance sheet included in the
Statements there has not been:

(a)   any material change in the financial condition of the Business, its
      liabilities, or the Assets, other than changes in the ordinary course of
      business, none of which has been materially adverse; or

(b)   any damage, destruction, loss, or other event (whether or not covered by
      insurance) materially and adversely affecting the Assets or the Business.

4.8       Litigation.  To the  Vendor's  knowledge,  there is no  litigation  or
administrative or government proceeding or inquiry pending or threatened against
or relating  to the Vendor,  the  Business,  or any of the Assets,  nor does the
Vendor know of or have reasonable  grounds for believing that there is any basis
for any action, proceeding, or inquiry.

4.9      Conformity  with Laws. The Vendor has obtained all government  licenses
and permits required for the conduct,  in the ordinary course, of the operations
of the Business and the uses to which the Assets have been put, and the licenses
and permits are in good standing,  and the conduct and uses are not in breach of
any statute, by-law, regulation, covenant, restriction, plan, or permit. .

4.10      No Collective  Agreement.  The Vendor is not a party to any collective
agreement  relating to the Business with any labor union or other association of
employees and no part of the Business has been  certified as a unit  appropriate
for collective bargaining.

4.11      Terms of Employment.  The name of each present  employee or contractor
of the Vendor,  the duration of the  employment  or contract of each employee or
contractor  providing  services to the  Vendor,  and the  remuneration,  benefit
obligations  of the  Vendor,  and accrued  vacation  pay in respect of each such
employee or  contractor  is  accurately  set out in Schedule  "E",  and the full


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amounts of salaries,  pensions, bonuses,  commissions, and other remuneration of
any nature, including severance pay and unpaid earned wages of the employees and
contractors of the Vendor, as at the Closing Date, will have been paid up to the
most  recent  pay day,  and there is no  employee  or  contractor  who cannot be
dismissed on less than two months' notice without further liability.

4.12      No Defaults. Except as otherwise expressly disclosed in this Agreement
or in any Schedule,  there has been no material default in any term,  condition,
provision,  or obligation to be performed under any Material  Contract,  each of
which is in good standing and in full force and effect, unamended.

4.13      List of  Material  Contracts.  The  Schedule  of  Material  Contracts,
Schedule  "B",  contains  a true and  correct  listing  of each  written or oral
contract of the following types to be acquired or assumed by the Purchaser:

(a)  contracts or commitments out of the ordinary course of business;

(b)  contracts or commitments with related or affiliated companies;

(c)  contracts or  commitments  involving an  obligation to pay in the aggregate
     US$5,000 or more, or of a duration greater than one year;

(d)  contracts or commitments affecting ownership of or title to or any interest
     in the Assets;

(e)  contracts or commitments in respect of the Intangible Property;

(f)  except as required by statute or  regulation,  contracts or  commitments in
     respect of bonuses,  incentive compensation,  pensions, group insurance, or
     employee  welfare plans,  all of which are fully funded as determined by an
     independent and reputable firm of actuaries employed by the Vendor; and

(g)  employment   contracts  or  commitments  other  than  unwritten  employment
     contracts of indefinite duration entered into in the ordinary course of the
     Business.

4.14      Accuracy of Representations.  No certificate furnished by or on behalf
of the Vendor to the  Purchaser  at the Closing  Date in respect of the Vendor's
representations,  warranties,  or covenants will, to the knowledge of the issuer
of that certificate,  contain any untrue statement of a material fact or omit to
state a material fact  necessary to make the  statements  contained  therein not
misleading.

4.15      Exclusions and  Limitations.  Despite anything to the contrary in this
Agreement,  the Vendor makes no  representations  or  warranties  regarding  the
Intangible Property except that:

(a)  the  Vendor has not  granted  the right or license to any person to use the
     Intangible Property;

(b)  the Vendor has not received notice from any person that the Vendor's use of
     the Intangible Property infringes the rights of any other person; and

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(c)   the Vendor has not assigned any rights to the Intangible Property
      described in Schedule "A" to any other person.

4.16        Canadian Resident.  The Vendor is a resident in Canada  within  the
meaning of the Income Tax Act (Canada).

4.17        Condition of Assets. To the best  of the  Vendor's  knowledge,  the
Capital Assets are in normal operating condition and in a state of reasonable
maintenance and repair.

4.18      No Lien  Indebtedness.  The Vendor has no  Indebtedness  to any Person
which might by operation of law or otherwise now or hereafter constitute a lien,
charge,  or encumbrance on any of the Assets,  except for encumbrances that will
be  discharged  on or  following  Closing  on  conditions  satisfactory  to  the
Purchaser's lawyer acting reasonably.

4.19      No Infringement.  To the best of the Vendor's knowledge, no copyright,
franchise  or license,  patent  right,  trademark,  trade name,  or other of the
Vendor's  Intangible Property used in or relating to the Business in any respect
infringes  on the right of any Person  under or in respect of any patent,  trade
mark, trade name, copyright, or other industrial or intellectual property.

4.20 No Liability for Indebtedness. There is no Indebtedness of any kind
whatsoever, whether or not determined or determinable relating to the Business
in respect of which the Purchaser may become liable on or after the Closing
Date, other than the Indebtedness and fees which the Purchaser has expressly
agreed to assume pursuant to Section 3.3(a) hereof.

4.21        No Other Agreement. There is no written or oral agreement,  option,
understanding, or commitment or any right or privilege capable of becoming an
agreement, for the purchase from the Vendor of the Business or any of the
Assets.

4.22        Schedules Accurate. To the best  of  the  Vendor's  knowledge,  all
information set out in the Schedules to this Agreement is complete and accurate
in every material respect.

5.          VENDOR'S COVENANTS

5.1      Conduct of Business.  Until the Closing  Date,  the Vendor will conduct
the Business  diligently  and only in the ordinary  course and will use its best
efforts to preserve the Assets  intact,  to keep  available to the Purchaser its
present  employees,  and to preserve for the Purchaser its relationship with its
suppliers, customers, and others having business relations with it.

5.2      Access by  Purchaser.  The Vendor  will give to the  Purchaser  and its
officers,  counsel,  accountants,  and other representatives full access, during
normal  business  hours  before the Closing  Date,  to all of the Assets and the
properties, books, contracts, commitments, and records of the Vendor relating to
the  Business,  and  will  furnish  to the  Purchaser  during  that  period  all
information that the Purchaser may reasonably request.



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5.3      Insurance.  From the date of this Agreement until the Closing Date, the
Vendor will obtain and  maintain in full force and effect  policies of insurance
adequate to insure the replacement value of Assets.

5.4      Procure Consents. The Purchaser will use its best efforts to obtain the
Landlord's consent to the assignment of the Lease if so required by the Landlord
or the Vendor,  and to obtain any other consents that may be required to validly
assign any of the Material Contracts.

5.5         Covenant of Indemnity. The Vendor will indemnify  and hold  harmless
the Purchaser from and against:

(a)   any and all Indebtedness arising after the Closing Date, except any legal,
      accounting, or regulatory fees incurred in connection with and as part of
      carrying out the terms of this Agreement;

(b)   any and all damage or deficiencies resulting from any misrepresentation,
      breach of warranty, or non-fulfillment of any covenant on the part of the
      Vendor under this Agreement or from any misrepresentation in or omission
      from any certificate or other instrument furnished or to be furnished to
      the Purchaser hereunder; and

(c)   any and all actions, suits, proceedings, demands, assessments, judgments,
      costs, and legal and other expenses incident to any of the foregoing.

5.6      Steps to Transfer  Assets.  The Vendor will,  before the Closing  Date,
take or cause to be taken all proper steps,  actions, and corporate  proceedings
on its part  (including  the approval of the sale by the Vendor's  directors and
shareholders)  to enable it to vest a good and marketable title in the Purchaser
to the Assets, free and clear of all liens, mortgages,  encumbrances,  equities,
or claims of every  nature  and kind  whatsoever,  and will take all  reasonable
steps to assist the  Purchaser  in having all  government  licenses  and permits
required for the conduct of the Business transferred to the Purchaser.

5.7      Care of Assets.  From and after the  signing of this  Agreement  to the
Closing Date, the Vendor will take  reasonable care to protect and safeguard the
Assets and do all necessary  repairs and maintenance to any assets that are used
by the Vendor in the operations of the Business.

5.8       Tax Filings. The Vendor will,  from and after the  signing  of this
Agreement to the Closing Date, make all necessary tax, government, and other
filings in a timely fashion.

5.9      Adverse  Development.  The Vendor  will,  from and after the signing of
this Agreement to the Closing Date,  promptly advise the Purchaser regarding any
development  which materially  affects the Business or the Assets in either case
taken as a whole.

6.          REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Vendor as follows, with the intent
that the Vendor will rely on these representations and warranties in entering


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into this Agreement, and in concluding the purchase and sale contemplated
herein:

6.1      Status of Purchaser.  The Purchaser is a corporation duly  incorporated
under the laws of the State of Texas,  is validly  existing and in good standing
under the laws of  Texas,  and has the power  and  capacity  to enter  into this
Agreement and carry out its terms.

6.2      Authority to Purchase.  All necessary  corporate  action on the part of
the Purchaser has duly and validly  authorized  the signing and delivery of this
Agreement and the completion of the transaction  contemplated by this Agreement,
and this Agreement  constitutes  legal,  valid,  and binding  obligations of the
Purchaser  enforceable against it in accordance with its terms except as limited
by laws of general application affecting the rights of creditors.

7.          PURCHASER'S COVENANTS

7.1      Social  Services Tax and Goods and Services Tax. The Purchaser  will be
liable for and will pay on Closing  with  proof of payment  satisfactory  to the
Vendor all  provincial  sales taxes and  registration  charges and transfer fees
properly  payable on and in connection  with the sale and transfer of the Assets
by the  Vendor  to the  Purchaser.  The  Purchaser  will pay to the  Vendor  for
remittance to the Excise Tax Branch,  Revenue Canada, all goods and services tax
unless,  by  provisions of the Excise Tax Act, the Vendor is under no obligation
to collect and has no liability for failure to collect that tax. The Vendor will
provide the Purchaser with the proof of payment,  if required,  of all goods and
services tax.

7.2      Consents. The Purchaser will, at the Vendor's request, sign and deliver
any  applications  for consent and any  assumption  agreements,  and provide any
information  necessary  to obtain the  consents  referred to in sections 5.4 and
10.4 and will assist and co-operate with the Vendor in obtaining those consents.

7.3      Assumption of Material  Contracts.  The Purchaser  agrees to assume all
obligations  and  liabilities  of the Vendor  under and pursuant to the Material
Contracts as of the Closing Date.

7.4         Indemnity. The Purchaser will jointly and  severally  indemnify  and
hold harmless the Vendor from and against:

(a)   any and all covenants, provisions, or obligations of or under the Material
      Contracts arising after the Closing Date;

(b)   any and all damage or deficiencies resulting from any misrepresentation,
      breach of warranty, or non-fulfillment of any covenant on the part of the
      Purchaser under this Agreement or from any misrepresentation in or
      omission from any certificate or other instrument furnished or to be
      furnished to the Vendor hereunder; and

(c)   any and all actions, suits, proceedings, demands, assessments, judgments,
      costs, and legal and other expenses incident to any of the foregoing.



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7.5      Acquired  Notes.  The Purchaser  agrees that, on Closing,  the Acquired
Notes  surrendered  pursuant  to  Section  3.3(b)  will be fully  satisfied  and
extinguished,  and the Purchaser releases and forever discharges the Vendor, its
directors,  officers and employees from any and all claims, actions, obligations
and damages relating to the Acquired Notes.

8.          SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS

8.1       Representations,  Warranties,  and Covenants of Vendor. All statements
contained in any  certificate or other  instrument  delivered by or on behalf of
the Vendor pursuant  hereto or in connection  with the transaction  contemplated
hereby  will be  deemed  to be  representations  and  warranties  by the  Vendor
hereunder. All representations, warranties, covenants and agreements made by the
Vendor in this Agreement or pursuant  hereto will,  unless  otherwise  expressly
stated, survive the Closing Date and any investigation at any time made by or on
behalf of the Purchaser and, subject to section 8.2, will continue in full force
and effect for the benefit of the Purchaser.

8.2      Limitation on Vendor's  Indemnity.  No claim by the Purchaser under the
covenant of indemnity contained in section 5.5 or for damages or other relief in
respect of breach of warranty  or breach of  covenant  by the Vendor  under this
Agreement will be valid unless:

(a)  written  notice of the claim is given by the Purchaser to the Vendor before
     the expiration of 12 months after the Closing Date; and

(b)  the aggregate amount of all claims exceeds US$5,000.

8.3        Purchaser's   Representations,   Warranties,   and   Covenants.   All
representations,  warranties, covenants, and agreements made by the Purchaser in
this  Agreement or pursuant  hereto will,  unless  otherwise  expressly  stated,
survive the Closing Date and any  investigation at any time made by or on behalf
of the  Purchaser  and will continue in full force and effect for the benefit of
the Vendor.

8.4      Limitation on Indemnity of Purchaser.  No claim by the Vendor under the
covenant of indemnity contained in section 7.5 or for damages or other relief in
respect of breach of warranty or breach of covenant by the Purchaser  under this
Agreement will be valid unless:

(a)  written notice of the claim is given by the Vendor to the Purchaser  before
     the expiration of 12 months after the Closing Date; and

(b)  the aggregate amount of all claims exceeds US$5,000.

9.          CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS

All of the Purchaser's obligations under this Agreement are subject to the
fulfillment at or before the Closing Date of the following conditions:


<PAGE>


9.1      Vendor's  Representations and Warranties.  The Vendor's representations
and warranties  contained in this  Agreement and in any  certificate or document
delivered  under this Agreement will be true at and as of the Closing Date as if
the Vendor made those representations and warranties at and as of that time.

9.2     Acquired Notes. The total outstanding  principal amount of the Acquired
Notes is  $2,326,869.00  (TWO  MILLION,  THREE  HUNDRED AND TWENTY SIX THOUSAND,
EIGHT HUNDRED AND SIXTY-NINE UNITED STATES DOLLARS

9.3         Vendor's Covenants. The Vendor will have performed and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by them before or at the Closing Date.

9.4      Vendor's Certificate. The Vendor will have delivered to the Purchaser a
certificate of the President of the Vendor,  as an officer of the Vendor and not
in his personal  capacity,  dated the Closing Date certifying to the fulfillment
of the  conditions  set forth in  sections  9.1 and 9.3 in the  detail  that the
Purchaser may specify.

9.5      Opinion of Counsel.  The Purchaser will have received from the Vendor's
legal  counsel an opinion  dated the Closing Date that all  necessary  steps and
corporate  proceedings  have been  taken to validly  transfer  the Assets to the
Purchaser,   and  that,   to  the   knowledge  of  legal   counsel  but  without
investigation,  there  are  no  claims,  actions,  or  proceedings,  pending  or
threatened against, or affecting the Assets or the transfer of the Assets to the
Purchaser.

9.6         Regulatory Approval. The Purchaser will have received all Regulatory
Approval required in respect of the transaction contemplated by this Agreement.

9.7      No Adverse  Affect.  Before the Closing Date,  the Vendor will not have
experienced  any  event  or  condition  or have  taken  any  action  of any kind
whatsoever  adversely  affecting the Assets or the Business to materially reduce
the value of the Assets or the Business to the Purchaser.

Indebtedness. The Indebtedness to be assumed by the Purchaser as of the Closing
Date will not exceed the foregoing conditions are for the exclusive benefit of
the Purchaser and any condition may be waived in whole or in part by the
Purchaser at or before the Closing Date by delivering to the Vendor a written
waiver to that effect signed by the Purchaser.

10.         CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS

All of the Vendor's obligations under this Agreement are subject to the
fulfillment, before or at the Closing Date, of the following conditions:

10.1       Representations and Warranties of the Purchaser.  The representations
and warranties of the Purchaser  contained in this Agreement will be true at and
as of the Closing Date as though those  representations and warranties were made
at and as of such time.



<PAGE>


10.2      Acquired Notes. The total outstanding principal amount of the Acquired
Notes is up to,  $2,326,869.00  (TWO  MILLION,  THREE  HUNDRED  AND  TWENTY  SIX
THOUSAND, EIGHT HUNDRED AND SIXTY-NINE UNITED STATES DOLLARS

10.3        Purchaser's Covenants. The Purchaser will  have   performed  and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it before or at the Closing Date.

10.4      Consents of Third Parties.  The Vendor will have obtained all consents
or approvals required to sell, assign, or transfer the Assets; provided that the
Vendor may only rely on this  condition  if the Vendor has  diligently  used its
best  efforts to procure all  consents or approvals  and the  Purchaser  has not
waived the need for any or all consents or approvals.

The foregoing conditions are for the Vendor's exclusive benefit and the Vendor
may waive any condition in whole or in part at or before the Closing Date by
delivering to the Purchaser a signed written waiver.

11.         CLOSING

11.1        Time of Closing.  Subject  to  the  terms  and  conditions  of  this
Agreement, the purchase and sale of the Assets will close on the Closing Date.

11.2      Place of Closing.  The  Closing  will take place at the offices of the
Purchaser's solicitor, at Messrs. Troutman Sanders Mays and Valentine LLP, suite
600, 1660  International  Drive,  Tyson Corner,  McClean,  Virginia  22102,  USA
Attention: Mr. David Levenson

11.3        Documents to be Delivered by the Vendor. At the Closing, the Vendor
will deliver or cause to be delivered to the Purchaser:

     (a)  all deeds of conveyance,  bills of sale,  transfer,  and assignment in
          form and content satisfactory to the Purchaser's counsel,  appropriate
          to effectively  vest a good and marketable  title to the Assets in the
          Purchaser  to  the  extent   contemplated  by  this   Agreement,   and
          immediately  registerable  in all places where  registration  of those
          instruments is required;

     (b)  possession of the Assets;

     (c)  the  certificate  of the Vendor's  President to be given under section
          9.4;

     (d)  a list of the  Indebtedness  and fees to be assumed  by the  Purchaser
          pursuant to section 3.3(a) hereof,  setting forth the name and address
          of each creditor and the amount of debt to be assumed;

     (e)  certified  copies of the  resolutions  of the Vendors'  directors  and
          shareholders  that are required to be passed to authorize the signing,
          delivery, and implementation of this Agreement and of all documents to
          be delivered by the Vendor under this Agreement; and


<PAGE>


     (f)  all customer lists,  brochures,  samples,  files, records,  documents,
          agreements  and other  information  related  to the  Business  and all
          licenses,  authorities,  and other rights used in connection  with the
          Business included in the Assets.

12.   Documents to be Delivered by the  Purchaser. At the Closing, the Purchaser
      will deliver or cause to be delivered:

(a)   the Acquired Notes being surrendered pursuant to Section 3.3(b); and,

(b)   duly signed consulting or employment agreements between the Purchaser and
      each contracting consultant and or employee, on terms and conditions
      mutually acceptable to the parties.

13.         RISK OF LOSS

From the date of this Agreement to the Closing Date, the Assets will be and
remain at the Vendor's risk. If any of the Assets are lost, damaged, or
destroyed before the Closing Date and not replaced by the Vendor, the Purchaser
may terminate this Agreement on written notice to the Vendor or elect by notice
in writing to the Vendor to complete the purchase to the extent possible without
reduction of the Purchase Price, in which event all proceeds of any insurance or
compensation in respect of the loss, damage, or destruction will be paid to the
Purchaser and all right and claim of the Vendor to any amounts not paid by the
Closing Date will be assigned to the Purchaser by written assignment in form and
substance satisfactory to the Purchaser's counsel.

14.         RESTRICTIVE COVENANT

The Vendor and its shareholders, directors, and officers will not, for and
during the two years from the Closing Date, directly or indirectly engage in or
carry on, individually or in partnership or in conjunction with any one or more
persons, firms, associations, syndicates, or corporations, as principal, agent,
employee, director, officer, shareholder of any corporation, guarantor,
creditor, or in any manner whatsoever, in the Lower Mainland of British
Columbia, any business that is the same as or similar to, in whole or in part,
the Business. The Vendor acknowledges that it has considered this provision and
that it is, with respect to its interests and those of the Purchaser, reasonable
as to all the circumstances of the transactions contemplated by this Agreement.

15.         FURTHER ASSURANCES

The parties will sign all other documents and do all other things necessary to
carry out and give effect to the intent of this Agreement.

16.         SET-OFF

If, after the Closing, under this Agreement or any document delivered pursuant
hereto, the Vendor becomes obliged to pay any sum of money to the Purchaser,
then that sum may, at the Purchaser's election and without limiting or waiving
any right or remedy of the Purchaser under this Agreement, be set-off against
and will apply to any sum of money or security owed by the Purchaser to the



<PAGE>

Vendor until that amount has been completely set-off.

17.         NOTICE

Any notices to be given by either party to the other will be sufficiently given
if delivered personally, or transmitted by facsimile or electronic mail, or sent
by registered mail, postage prepaid, to the party at its address shown on the
first page of this Agreement, or to any other address that a party may designate
to the other from time to time in writing. Notice will be deemed to have been
given at the time of delivery, if delivered in person, within one business day,
if transmitted by facsimile or electronic mail, or within five business days
from the date of posting.

18.         ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties and there
are no representations or warranties, express or implied, statutory or
otherwise, and no terms, conditions, or agreements collateral hereto other than
as expressly set forth or referred to in this Agreement. This Agreement
supercedes all letters of intent or agreements made between the parties before
the date hereof.

19.         TIME OF THE ESSENCE

Time will be of the essence of this Agreement.

20.         APPLICABLE LAW

This Agreement will be governed by and interpreted in accordance with the laws
of British Columbia.

21.         SUCCESSORS AND ASSIGNS

This Agreement will enure to the benefit of and be binding on the parties and
their respective heirs, executors, administrators, successors, and assigns.

22.         CAPTIONS

The captions appearing in this Agreement are inserted for convenience of
reference only and will not affect the interpretation of this Agreement.


<PAGE>



            IN WITNESS WHEREOF the parties have signed this Agreement as of the
day and year first above written.



CUREX TECHNOLOGIES INC.
Per:

/s/ Richardo Moro-Vidal
--------------------------
Dr. Ricardo Moro-Vidal
Authorized Signatory




WHISPERING OAKS INTERNATIONAL, INC.
Per:

/s/ Ignacio Martinelli
-------------------------
Mr. Ignacio Martinelli
Authorized Signatory















T. Whisper Asset Purch Agree with Curex Tech. 4-15-02









Whisper 10-KSB Amended Dec-01 4-02