BIO STANDARD CORP
EXHIBIT 10(I)1
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<DESCRIPTION>EXHIBIT 10(I)1
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<p ALIGN="JUSTIFY">Exhibit 10(i) 1</p>

<p ALIGN="CENTER">SHARE EXCHANGE AGREEMENT</p>

<p ALIGN="JUSTIFY">SHARE EXCHANGE AGREEMENT dated as of this 19th day of September, 2002
(the &quot;Agreement&quot;) among Bio Standard Corporation, a Florida corporation
(&quot;BSTN&quot;), with its principal place of business at 301 Clematis Street, Suite
3000, Palm Beach, Fl 33401 and Palm Beach Rejuvenation Centres, Inc., a Florida
corporation (&quot;PBRC&quot;), with its principal place of business at 900 E. Indiantown
Road, Suite 308, Jupiter, FL 33477 and the individual shareholders of PBRC listed in
Exhibit A hereof (collectively the &quot;Shareholders&quot;), being the owners of record
of all of the issued and outstanding stock of PBRC.</p>
<u>

<p ALIGN="JUSTIFY">RECITALS</u>:</p>

<p ALIGN="JUSTIFY">Whereas, BSTN is a publicly held company whose common stock is listed
through the NASDAQ, Over-The-Counter Bulletin Board quotation system; and </p>

<p ALIGN="JUSTIFY">Whereas, BSTN wishes to acquire and PBRC and the Shareholders wish to
sell, transfer, exchange and assign 21% of the issued and outstanding securities of PBRC,
in consideration for 2,000,000 tradable shares of common stock of BSTN, without
restriction on resale, either registered under the Securities Act of 1933, as amended (the
&quot;Act&quot;) or subject to an exemption pursuant to Section 3(ii), as provided herein;
and</p>

<p ALIGN="JUSTIFY">Whereas, the Boards of Directors for both BSTN and PBRC have authorized
and approved the Share Exchange as contemplated by and subject to the terms and conditions
of this Agreement; and </p>

<p ALIGN="JUSTIFY">Whereas, the parties intend and shall utilize their best efforts to
have the transaction contemplated in this Agreement treated as a tax-free exchange of
stock between the Buyer and the Sellers assets pursuant to Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended, and all provisions contained in this Agreement shall be
interpreted to effectuate such intent. </p>

<p ALIGN="JUSTIFY">It is, therefore, agreed as follows:</p>

<p ALIGN="JUSTIFY">1. <u><b>Exchange of Shares</b></u><i>.</i> At the Closing, as provided
for in paragraph 6 of this Agreement, the Shareholders shall transfer, sell, assign and
exchange a number of shares of common stock of PBRC, which represents twenty-one percent
(21%) of the total issued and outstanding common shares of PBRC, $1.00 par value per
share, duly endorsed and with the necessary documentary stamps affixed thereto, free and
clear of any liens, claims or encumbrances for 2,000,000 shares of BSTN's common stock,
par value $.001 per share. The common stock of BSTN shall be delivered to the Shareholders
in proportion to their respective ownership interests in PBRC and shall be validly issued,
fully paid and non assessable at the time of delivery and shall be free and clear of all
liens, claims or encumbrances.</p>

<p ALIGN="JUSTIFY">2. <u><b>Registration of BSTN Shares</b></u>. </p>

<p ALIGN="JUSTIFY">(i) Immediately following the Closing, BSTN shall, as promptly as
practicable, at its sole cost and expense prepare and file with the Securities and
Exchange Commission (the &quot;Commission&quot;) a registration statement sufficient to
permit the public offering and sale of the 2,000,000 shares of BSTN (the &quot;Registrable
Securities&quot;) to be received by the Shareholders hereby, through the facilities of all
appropriate securities exchanges, if any, on which BSTN&#146;s common stock is listed or
on the over-the-counter market, and will use its best efforts through its officers,
directors, auditors, and counsel to cause such registration to become effective as
promptly as practicable. BSTN will use its best efforts to assist PBRC in the engagement
of auditors for the purpose of auditing the financial statements of PBRC, if required for
inclusion in the registration statement and any Exchange Act reports of BSTN.</p>

<p ALIGN="JUSTIFY">(ii) BSTN shall also use its best efforts to cause the Registrable
Securities so registered to be registered or qualified for sale under the securities or
blue sky laws of such jurisdictions as the Shareholders may reasonably request.</p>

<p ALIGN="JUSTIFY">(iii) The Company shall keep effective any registration or
qualification contemplated by this paragraph 2 and shall from time to time amend or
supplement each applicable registration statement, preliminary prospectus, final
prospectus, application, document and communication for such period of time as shall be
required to permit the Shareholders to complete the offer and sale of the Registrable
Securities covered thereby. The Company shall in no event be required to keep any such
registration or qualification in effect for a period in excess of 24 months from the date
on which the Shareholders are first free to sell all such Registrable Securities.</p>

<p ALIGN="JUSTIFY">(iv) BSTN shall furnish to the Shareholders such number of copies of
the registration statement and of each amendment and supplement thereto (in each case,
including all exhibits), such reasonable number of copies of each prospectus contained in
such registration statement and each supplement or amendment thereto (including each
preliminary prospectus), all of which shall conform to the requirements of the Securities
Act and the rules and regulations thereunder, and such other documents, as the
Shareholders may reasonably request to facilitate the disposition of the Registrable
Securities included in such registration. </p>

<p ALIGN="JUSTIFY">(v) BSTN shall furnish the Shareholders with an opinion of its counsel
(reasonably acceptable to the Shareholders) to the effect that (1) the registration
statement has become effective under the Securities Act and no order suspending the
effectiveness of the registration statement, preventing or suspending the use of the
registration statement, any preliminary prospectus, any final prospectus, or any amendment
or supplement thereto has been issued, nor has the Commission or any securities or blue
sky authority of any jurisdiction instituted or threatened to institute any proceedings
with respect to such an order, (2) the registration statement and each prospectus forming
a part thereof (including each preliminary prospectus), and any amendment or supplement
thereto, comply as to form with the Securities Act of 1933 (the &quot;Act&quot;) and the
rules and regulations thereunder, and (3) such counsel has no knowledge of any material
misstatement or omission in such registration statement or any prospectus, as amended or
supplemented. Such opinion shall also state the jurisdiction in which the Registrable
Securities have been registered or qualified for sale. </p>

<p ALIGN="JUSTIFY">(vi) The Company shall notify the Shareholder promptly when such
registration statement has become effective or a supplement to any prospectus forming a
part of such registration statement has been filed.</p>

<p ALIGN="JUSTIFY">(vii) The Company shall promptly notify the Shareholders at any time
when a prospectus relating thereto is required to be delivered under the Securities Act of
1933 or the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, would include an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances then existing, and
at the reasonable request of the Shareholder prepare and furnish to it such number of
copies of a supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances under which they were made. </p>

<p ALIGN="JUSTIFY">3. <u><b>Sale of Shares Pursuant to Rule 144(k)</b></u>.</p>

<p ALIGN="JUSTIFY">(i) Alternatively and in the event that the Registrable Securities have
not been effectively registered with the Commission and the applicable state securities
regulatory authorities within 90 days from the date of the Closing, BSTN will utilize its
best efforts to allow the Shareholders to resell their BSTN shares acquired through this
Agreement pursuant to Rule 144(k) of the Act.</p>

<p ALIGN="JUSTIFY">(ii) Pursuant to this paragraph 3, BSTN shall cause an opinion of legal
counsel to be furnished to the Shareholders at its sole expense which shall state the
2,000,000 shares of BSTN shares of common stock acquired by the Shareholders through this
Share Exchange may be resold pursuant to the provisions of Rule 144(k) of the Act without
any restrictions as to time or amount. The opinion letter must also be satisfactory to the
BSTN transfer agent and BSTN and be furnished to the Shareholders, the transfer agent and
BSTN within 120 days from the date of the Closing.</p>

<p ALIGN="JUSTIFY">4. <u><b>Cancellation of Shares to be Exchanged</b></u>.</p>

<p ALIGN="JUSTIFY">(i) In the event that BSTN is unable to satisfy the conditions of
either paragraphs 2 or 3 of this Agreement, the shares of PBRC common stock to be issued
to BSTN through this Agreement, unless otherwise agreed to by the parties shall be
cancelled and voided on the corporate books of PBRC and BSTN shall cease to be a
shareholder of PBRC.</p>

<p ALIGN="JUSTIFY">(ii) Upon the cancellation of the PBRC shares as contemplated by
paragraph 4(i) above, the Shareholders shall retain the 2,000,000 shares of BSTN common
stock received through this Share Exchange </p>

<p ALIGN="JUSTIFY">5. <u><b>Further Assurances</b></u>. On and following the execution of
this Agreement and the exchange of shares as provided above, and from time to time
thereafter, the parties shall execute such additional instruments and take such other
action as BSTN and PBRC may request in order more effectively to confirm BSTN's and
PBRC&#146;s right, title and interest in the respective shares being exchanged. In
addition, the Shareholders and PBRC shall deliver such documentation and information
regarding the business of PBRC as may be required for inclusion in the Registration
Statement and any amendment thereto.</p>

<p ALIGN="JUSTIFY">6. <u><b>Closing</b></u>. The closing of this Agreement shall be held
as soon as possible at the offices of BSTN, at 301 Clematis Street, Suite 3000, West Palm
Beach, FL 33401 unless another place or time is agreed upon in writing by the parties. All
proceedings to be taken and all documents to be executed at the closing shall be deemed to
have been taken, delivered and executed simultaneously, and no proceeding shall be deemed
taken nor documents deemed executed or delivered until all have been taken, delivered and
executed. </p>

<p ALIGN="JUSTIFY">7. <u><b>Tax Matters.</b></u> It is intended by the parties that this
transaction be treated as a tax free exchange in accordance with Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended and the parties to this Agreement shall utilize
their best efforts to have this transaction qualify as a tax free exchange.
Notwithstanding, no ruling shall be obtained from the Internal Revenue Service regarding
the taxable nature of this transaction and there can be no assurances that the transaction
as contemplated by this Agreement shall qualify as a tax free exchange.</p>

<p ALIGN="JUSTIFY">8. <u><b>Representations and Warranties of the Shareholders</b></u>.
The Shareholders, individually and separately, represent and warrant as follows:</p>

<p ALIGN="JUSTIFY">(i) TITLE TO SHARES. The Shareholders, and each of them, are the
owners, free and clear of any liens and encumbrances, of all of the presently issued and
outstanding PBRC Shares and have the legal right and authority to issue and exchange the
PBRC Shares in consideration for the exchange of and delivery and issuance of the BSTN
Shares. </p>

<p ALIGN="JUSTIFY">(ii) LITIGATION. There is no litigation or proceeding pending, or to
any Shareholder&#146;s knowledge threatened, against or relating to the PBRC Shares held
by the Shareholders.</p>

<p ALIGN="JUSTIFY">(iii) SOLE OFFICERS AND DIRECTORS. The Shareholders represent that they
are the sole officers and directors of PBRC, they will not cause any other person, other
than Thomas J. Craft, Jr., to be elected as a director or appointed as an officer of PBRC,
and they will not submit their resignations as officers and directors until the Closing.</p>

<p ALIGN="JUSTIFY">9. <u><b>Representations and Warranties of PBRC</b></u>. PBRC
represents and warrants that:</p>

<p ALIGN="JUSTIFY">(i) CORPORATE ORGANIZATION AND GOOD STANDING. PBRC is a corporation
duly organized, validly existing, and in good standing under the laws of the State of
Florida and is qualified to do business as a foreign corporation in each jurisdiction, if
any, in which its property or business requires such qualification. </p>

<p ALIGN="JUSTIFY">(ii) CAPITALIZATION. The authorized capital stock of PBRC consists of
7,500 of PBRC Shares of which 100 PBRC Shares are issued and outstanding and are owned of
record and beneficially by the Shareholders. </p>

<p ALIGN="JUSTIFY">(iii) ISSUED STOCK. All the outstanding PBRC Shares are duly authorized
and validly issued and non-assessable.</p>

<p ALIGN="JUSTIFY">(iv) CORPORATE AUTHORITY. PBRC has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its business as it is now
being conducted and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and instruments related to this
Agreement.</p>

<p ALIGN="JUSTIFY">(v) AUTHORIZATION. Execution of this Agreement has been duly authorized
and approved by PBRC &#145;s board of directors.</p>

<p ALIGN="JUSTIFY">(vi) FINANCIAL STATEMENTS. The financial statements of PBRC (&quot;PBRC
Financial Statements&quot;) for the period ended June 30, 2002 copies of which shall be
delivered by PBRC to BSTN prior to the closing. Pursuant to the requirements of the Act,
updated PBRC Financial Statements shall be prepared by PBRC&#146;s independent public
accountant for subsequent quarters and fiscal year end for inclusion in the Registration
Statement, if required by Regulation S-X. The PBRC Financial Statements shall fairly
present the financial condition of PBRC as of the date(s) therein and the results of its
operations for the periods then ended in conformity with generally accepted accounting
principles consistently applied.</p>

<p ALIGN="JUSTIFY">(vii) TITLE. PBRC has good and marketable title to all the real
property and good and valid title to all other property included in the PBRC Financial
Statements. Except as set out in the balance sheet thereof, the properties of PBRC are not
subject to any mortgage, encumbrance, or lien of any kind except minor encumbrances that
do not materially interfere with the use of the property in the conduct of the business of
PBRC.</p>

<p ALIGN="JUSTIFY">10. <u><b>Representations and Warranties of BSTN</b></u>. BSTN
represents and warrants that:</p>

<p ALIGN="JUSTIFY">(i) CORPORATE ORGANIZATION AND GOOD STANDING. BSTN is a corporation
duly organized, validly existing, and in good standing under the laws of the State of
Florida and is qualified to do business as a foreign corporation in each jurisdiction, if
any, in which its property or business requires such qualification. </p>

<p ALIGN="JUSTIFY">(ii) CAPITALIZATION. BSTN&#146;s authorized capital stock consists of
250,000,000 shares of Common Stock, $.001 par value per share (&quot;BSTN Shares&quot;),
of which 21,973,748 BSTN Shares have been issued and are outstanding, exclusive of the
2,000,000 BSTN Shares being issued under this Agreement.</p>

<p ALIGN="JUSTIFY">(iii) ISSUED STOCK. All the outstanding BSTN Shares are duly authorized
and validly issued and non-assessable.</p>

<p ALIGN="JUSTIFY">(iv) CORPORATE AUTHORITY. BSTN has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its business as it is now
being conducted and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and instruments related to this
Agreement. </p>

<p ALIGN="JUSTIFY">(v) AUTHORIZATION. Execution of this Agreement has been duly authorized
and approved by BSTN&#146;s board of directors.</p>

<p ALIGN="JUSTIFY">(vi) FINANCIAL STATEMENTS. BSTN&#146;s financial statements dated as of
December 31, 2001 and 2000 which have been filed with the Securities and Exchange
Commission as part of BSTN&#146;s Annual Report on Form 10-KSB, audited by BSTN&#146;s
independent public accountants according the requirements of Regulation S-X promulgated by
the SEC, and fairly present the financial condition of BSTN as of the date therein and the
results of its operations for the period then ended in conformity with generally accepted
accounting principles consistently applied (the &quot;BSTN Financial Statements&quot;). </p>

<p ALIGN="JUSTIFY">(vii) NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or financial
condition of BSTN since the date of the BSTN Financial Statements.</p>

<p ALIGN="JUSTIFY">11. <u><b>Conditions Precedent to Obligations of PBRC and Shareholders</b></u>.
</p>

<p ALIGN="JUSTIFY">(i) BSTN&#146;S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of BSTN set forth herein shall be true and correct at the closing as though
made at and as of that date, except as affected by transactions contemplated hereby.</p>

<p ALIGN="JUSTIFY">(ii) BSTN&#146;S COVENANTS. BSTN shall have performed all covenants
required by this Agreement to be performed by it on or before the closing. </p>

<p ALIGN="JUSTIFY">(iii) BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of BSTN.</p>

<p ALIGN="JUSTIFY">(iv) SUPPORTING DOCUMENTS OF BSTN. BSTN shall have delivered to the
Shareholders supporting documents in form and substance reasonably satisfactory to the
Shareholders, to the effect that:</p>

<p ALIGN="JUSTIFY">(a) A good standing certificate from the jurisdiction of BSTN&#146;s
state of organization stating that BSTN is a corporation duly organized, validly existing,
and in good standing;</p>

<p ALIGN="JUSTIFY">(b) Secretary&#146;s certificate stating that BSTN is authorized
capital stock is as set forth herein;</p>

<p ALIGN="JUSTIFY">(c) Certified copies of the resolutions of the board of directors of
BSTN authorizing the execution of this Agreement and the consummation hereof;</p>

<p ALIGN="JUSTIFY">(d) Secretary&#146;s certificate of incumbency of the officers and
directors of BSTN; </p>

<p ALIGN="JUSTIFY">(e) BSTN&#146;s Financial Statements; </p>

<p ALIGN="JUSTIFY">(f) BSTN shall authorize its counsel to issue appropriate opinions and
instruct its transfer agent with respect to the Registration Statement or any exemption
that shall be available under the Act with respect to the BSTN Shares issued to the
Shareholders under this Agreement in order to permit the Shareholders to publicly offer
and resell the 2,000,000 BSTN Shares under the Act;</p>

<p ALIGN="JUSTIFY">(g) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.</p>

<p ALIGN="JUSTIFY">12. <u><b>Conditions Precedent to Obligation of BSTN</b></u>.
BSTN&#146;s obligation to consummate this exchange shall be subject to fulfillment on or
before the closing of each of the following conditions, unless waived in writing by BSTN:</p>

<p ALIGN="JUSTIFY">(i) SHAREHOLDERS&#146; REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Shareholders set forth herein shall be true and
correct at the closing as though made at and as of that date, except as affected by
transactions contemplated hereby.</p>

<p ALIGN="JUSTIFY">(ii) SHAREHOLDERS&#146; COVENANTS. The Shareholders shall have
performed all covenants required by this Agreement to be performed by them on or before
the closing.</p>

<p ALIGN="JUSTIFY">(iii) PBRC&#146;S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of PBRC set forth herein shall be true and correct at the closing as though
made at and as of that date, except as affected by transactions contemplated hereby.</p>

<p ALIGN="JUSTIFY">(iv) PBRC&#146;S COVENANTS. PBRC shall have performed all covenants
required by this Agreement to be performed by them on or before the closing.</p>

<p ALIGN="JUSTIFY">(v) BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved
by the Board of Directors of PBRC.</p>

<p ALIGN="JUSTIFY">(vi) SUPPORTING DOCUMENTS OF PBRC. PBRC shall have delivered to BSTN
supporting documents in form and substance reasonably satisfactory to BSTN, to the effect
that:</p>

<p ALIGN="JUSTIFY">(a) A good standing certificate from the jurisdiction of PBRC&#146;s
state of organization stating that PBRC is a corporation duly organized, validly existing,
and in good standing;</p>

<p ALIGN="JUSTIFY">(b) Secretary&#146;s certificate stating that PBRC is authorized
capital stock is as set forth herein;</p>

<p ALIGN="JUSTIFY">(c) Certified copies of the resolutions of the board of directors of
PBRC authorizing the execution of this Agreement and the consummation hereof;</p>

<p ALIGN="JUSTIFY">(d) Secretary&#146;s certificate of incumbency of the officers and
directors of PBRC; </p>

<p ALIGN="JUSTIFY">(e) PBRC&#146;s Financial Statements; and</p>

<p ALIGN="JUSTIFY">(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.</p>

<p ALIGN="JUSTIFY">13. <u><b>Post-Closing Conduct and Covenants</b></u>.</p>

<p ALIGN="JUSTIFY">(i) For a period of two years following the Closing:</p>

<p ALIGN="JUSTIFY">(a) BSTN shall take all reasonable efforts and action necessary for
BSTN to remain current under the reporting requirements of the Exchange Act and for BSTN
Shares to remain subject to quotation on the OTC:BB or any successor national quotation
system; </p>

<p ALIGN="JUSTIFY">(b) BSTN shall direct is counsel to timely issue any appropriate legal
opinion under the Act for the benefit of the Shareholders with respect to the BSTN Shares;
and</p>

<p ALIGN="JUSTIFY">(c) BSTN will take no action to terminate its registration under
Section 12(g) the Exchange Act. </p>

<p ALIGN="JUSTIFY">14. <u><b>Termination.</b></u> This Agreement may be terminated by: (i)
mutual consent in writing; or (ii) Shareholders, BSTN or PBRC if there has been a material
misrepresentation or material breach of any warranty or covenant by any other party,
specifically including the requirement that PBRC satisfy its obligations to deliver PBRC
Financial Statements as required under this Agreement or the failure of BSTN to fulfill
its obligations to the Shareholders. </p>

<p ALIGN="JUSTIFY">15. <u><b>Survival of Representations and Warranties</b></u>. The
representations and warranties of the Shareholders, BSTN and PBRC herein shall survive the
execution and delivery of this Agreement as well as the Closing.</p>

<p ALIGN="JUSTIFY">16. <u><b>Arbitration</b></u>. Any controversy arising between the
parties or any person claiming under either of them relating to this Agreement or the
performance or breach thereof exception of an action for injunctive relief brought by the
Company shall be resolved through arbitration in the State of Florida in accordance with
the then governing arbitration rules of the American Arbitration Association in the city
of West Palm Beach, Florida, and judgment or decree may be entered upon the award made by
any court of competent jurisdiction. The parties agree that any dispute between them shall
be determined by one (1) arbitrator to be selected in accordance with the then governing
arbitration rules of the American Arbitration Association.</p>

<p ALIGN="JUSTIFY">17. <u><b>Measure of Damages</b></u>. In any adverse action, the
parties shall restrict themselves to claims for compensatory damages and/or securities
issued or to be issued and no claims shall be made by any party or affiliate for lost
profits, punitive or multiple damages. </p>

<p ALIGN="JUSTIFY">18. <u><b>Waiver</b></u>. Any failure on the part of either party
hereto to comply with any of its obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.</p>

<p ALIGN="JUSTIFY">19. <u><b>Notices</b></u>. All notices and other communications
hereunder shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class certified mail, return receipt requested, or
recognized commercial courier service, as follows:</p>

<p ALIGN="JUSTIFY">If to PBRC or Shareholders, to:<br>
Palm Beach Rejuvenation Corporation<br>
900 E. Indiantown Road, Suite 308<br>
Jupiter, FL 33477</p>

<p ALIGN="JUSTIFY">with a copy to :<br>
K. Michael Swann, Esquire<br>
Snyderburn, Richoi &amp; Swann<br>
301 East Pine Street<br>
Suite 1020, Capitol Plaza II<br>
Orlando, Florida 32801</p>

<p ALIGN="JUSTIFY">If to BSTN, to:<br>
Thomas J. Craft, Jr., President<br>
Bio Standard Corporation<br>
301 Clematis Street, Suite 3000<br>
West Palm Beach, Florida 33401</p>

<p ALIGN="JUSTIFY">with a copy to: <br>
Richard Rubin<br>
730 Fifth Avenue, Suite 911<br>
New York, New York 10019</p>

<p ALIGN="JUSTIFY">20. <u><b>Governing Law</b></u>. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Florida. </p>

<p ALIGN="JUSTIFY">21. <u><b>Assignment</b></u>. This Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement without
the written consent of the other party shall be void.</p>

<p ALIGN="JUSTIFY">22. <u><b>Counterparts</b></u>. 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. Signatures sent by
facsimile transmission shall be deemed to be evidence of the original execution thereof.</p>

<p ALIGN="JUSTIFY">23. <u><b>Review of Agreement</b></u>. Each party acknowledges that it
has had time to review this Agreement and those related agreements referenced herein, and
as desired, consult with counsel. In the interpretation of this Agreement, no adverse
presumption shall be made against any party on the basis that it has prepared, or
participated in the preparation of, this Agreement.</p>

<p ALIGN="JUSTIFY">24. <u><b>Schedules</b></u>. All schedules attached hereto, if any,
shall be acknowledged by each party by signature or initials thereon and shall be dated.</p>

<p ALIGN="JUSTIFY">IN WITNESS WHEREOF, the parties have executed this Agreement.</p>

<p ALIGN="JUSTIFY">Palm Beach Rejuvenation Corporation </p>

<p ALIGN="JUSTIFY">By: /s/ Joe Raich</p>

<p ALIGN="JUSTIFY">Print Name: Joe Raich</p>

<p ALIGN="JUSTIFY">Bio Standard Corporation</p>

<p ALIGN="JUSTIFY">By: /s/ Thomas J. Craft, Jr., President</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">Exhibit A</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">Shareholders of Palm Beach Rejuvenation Corporation</p>

<p ALIGN="JUSTIFY">___________________________ ____________________________</p>

<p ALIGN="JUSTIFY">Glenn Stephanos Joe Raich</p>
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