Agreement For Acquisition

SHARE PURCHASE AGREEMENT


THIS AGREEMENT dated as of and with effect from the April 30, 2002


AMONG:


BARRINGTON SCIENCES INTERNATIONAL CORPORATION, a
company incorporated pursuant to the federal laws of
Canada and having its registered office at Suite 1260 -
1188 West Georgia Street, Vancouver, British Columbia,
V6E 4A2


(hereinafter referred to as "Barrington")


AND:


ABP DIAGNOSTICS LIMITED, a company incorporated
pursuant to the laws of England and having its
registered office at Keats House, Barnes Croft,
Hilderstone, Staffordshire, England ST158XU


(hereinafter referred to as ABP)


AND:


The parties whose names and addresses are set out in
Schedule "1" herein.


(hereinafter referred to collectively as the
"Shareholders")


WHEREAS:


A. Barrington is a company incorporated under the laws of Canada.


B. ABP is involved in the diagnostic tests business (the "Business").


C. The Shareholders are the registered and beneficial owners of all of the
issued and outstanding shares in the capital of ABP (the "ABP Shares").


D. Barrington and ABP have entered into a letter of intent dated March 18,
2002 relating to the acquisition by Barrington of the ABP Shares, in
consideration for the issuance by Barrington of an aggregate of 3,450,000
common shares without par value in the capital of Barrington (the
"Barrington Shares") at a deemed price of Cdn 0.25 per Barrington Share,
with the effect that ABP will thereafter be a wholly owned subsidiary of
Barrington.


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the covenants and agreements herein contained, the parties hereto covenant and agree with each other as follows:


ARTICLE 1
SCHEDULES
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1.1. The following are the Schedules attached to and incorporated in this
Agreement by reference and deemed to be part hereof:


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Schedule Number Title


(1) Shareholders and ABP Shares


(2) Financial Statements of ABP


(3) Material Contracts of ABP


(4) Encumbrances of ABP


(5) Closing Debts


ARTICLE 2
DEFINITIONS
-----------


In this Agreement:


2.1. " Financial Statements" means the financial statements of ABP for its most
recently completed financial year ended October 31, 2001 attached as
Schedule 2.


2.2. "Closing Date" May 31, 2002


2.3. "Financial Statements" means, collectively, the Audited Financial
Statements and the Interim Financial Statements.


2.4. "Interim Financial Statements" means the unaudited financial statements of
ABP, prepared by management for the period ending April 30, 2002 attached
hereto as Schedule 3.


2.5. "Principal Shareholder" means Dr AEJ Reynolds, whose address is set out in
Schedule 1 herein.


2.6. "Material Change" means, if used in relation to a ABP or Barrington, a
change in its business, operations, assets or ownership that would
reasonably be expected to have a significant effect on the value of its
capital or assets, and includes a decision to implement that change made by
its directors, or by senior management party who believe that confirmation
by the directors is probable.


2.7. "Time of Closing" means 10:00 a.m. (Vancouver Time) on the Closing Date.


2.8. "Premises" means the land and buildings described in the Lease which are
occupied by ABP to carry on the Business, and having a civic address of
Eagle Court, Concord Business Park, Threapwood Road, Manchester M22 0RR;


ARTICLE 3
Purchase OF SHARES
------------------


3.1. Purchased Shares and Consideration


Subject to the terms and conditions of this Agreement and based on the warranties and representations herein contained, on the Closing Date:


(a) the Shareholders will sell, assign and transfer to Barrington,
and Barrington will purchase from the Shareholders all (but not
less than all) of the ABP Shares (the "Acquisition");


(b) in consideration for the purchase of the ABP Shares, Barrington
will issue the Barrington Shares to the Shareholders on a pro
rata basis; and


(c) the deemed price of the Barrington Shares shall be $ 0.25 per
Barrington Share.


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3.7 Final Closing Date


In the event that the transactions contemplated by this Agreement do not complete on the Closing Date, this Agreement will terminate and be of no further force and effect, unless an extension to the Closing Date is otherwise agreed to in writing by all the parties.


ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF ABP AND THE PRINCIPAL SHAREHOLDERS
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4.1 In order to induce Barrington to enter into and consummate the transactions
contemplated herein, ABP and the Principal Shareholders each jointly and
severally represent and warrant to and covenant with Barrington as follows:


(a) ABP is a company incorporated pursuant to the laws of England, is not
a reporting company and is a valid and subsisting company in good
standing.


(b) The memorandum and articles of each of ABP and the registers of
members, registers of directors, and the minutes of members and
directors meetings of ABP contained in their respective minute
records, copies of which have been delivered to Barrington, are
accurate and complete and document all material occurrences and
actions of ABP since incorporation, and all meetings of directors and
shareholders have, since incorporation, been duly held.


(c) As far as the Shareholders are aware ABP holds all permits, licenses,
consents and authorities issued by any federal, provincial or
municipal governmental authority, or any subdivision thereof, which
are necessary in connection with the conduct and operation of the
Business (including without limitation all corporate and business laws
of England) and the ownership or leasing of its assets and ABP is not
in breach of or in default under any term or condition of any thereof.


(d) As far as the Shareholders are aware ABP is not in breach of any laws,
ordinances, statutes, regulations, by-laws, orders or decrees to which
it is subject or which apply to it, and neither the Premises nor its
use violates any zoning or other by-law, law, ordinance or regulation
applicable to it and ABP has not received any notice of any impending
or intended rezoning of the Premises;


(e) ABP has good and marketable title to all of its assets subject to the
encumbrances, terms and conditions described in Schedule 4.


(f) As far as the Shareholders are aware neither the Business nor any of
the assets infringe any registered patents, trademarks or copyrights
of any third parties.


The present directors and officers of ABP are:


Dr AEJ Reynolds
Mr SJ Reynolds
Mr JE Heaps
Mr PA Rushton


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(g) ABP has an authorized share capital of 1,150,000 shares with a par
value of(pound)0.10 each.


and having the special rights and restrictions as set forth on the
Memorandum of ABP dated 3rd February 2000.


As of the date of this Agreement 1,150,000 Common shares of ABP have
been issued and are outstanding to the Shareholders in the
denominations set out in Schedule 1 hereto (the "ABP Shares"), which
shares are the only securities issued and outstanding in the capital
of ABP. None of the other classes of shares of ABP have been issued.


(h) Other than as disclosed in this Agreement, no person, firm or
corporation has any agreement or option or any right capable of
becoming an agreement for the purchase of any shares from treasury in
the capital of ABP or any right capable of becoming an agreement for
the purchase, subscription or issuance of any of the unissued shares
in the capital of ABP.


(i) ABP has the corporate power to carry out the transactions contemplated
herein.


(j) The documents and information to be delivered to Barrington and its
advisors by ABP or the Principal Shareholders pursuant to this
Agreement shall be accurate and complete and, without restricting the
generality of the foregoing, the Audited Financial Statements and the
Interim Financial Statements have been prepared in accordance with
generally accepted accounting principles in England, applied on a
basis consistent with those of previous years and fairly represent the
financial position and the corporate affairs of ABP.


(k) All accounts receivable of ABP recorded in the books of the ABP are
bona fide, good and collectible save and except for any immaterial
errors and omissions without set-off or counterclaim.


(l) Save and except for any immaterial errors and omissions, there are no
liabilities, contingent or otherwise, of ABP which are not disclosed
or reflected in this Agreement and the documents attached as Schedules
thereto, and ABP has not guaranteed, or agreed to guarantee, any debt,
liability or other obligation of any person, firm or corporation other
than as disclosed herein. There are no liabilities of any other party
capable of creating a lien or charge on any of the assets of ABP.


(m) Except for the payment of salaries, bonuses, sales commission and
reimbursement for out-of-pocket expenses in the ordinary course
pursuant to agreements or arrangements entered into prior to the date
of this Agreement, ABP is not indebted to the Shareholders or any
affiliate, director or officer of ABP except as shown on the Financial
Statements.


(n) Since the date of the Interim Financial Statements, save and except as
disclosed herein:


(i) no dividends or other distribution of any shares in the capital
of ABP have been made, declared or authorized;


(ii) no payments of any kind have been made or authorized to or on
behalf of the Shareholders or to or on behalf of officers,
directors or shareholders of ABP, other than the usual salaries
and consulting fees payable to such persons which have been
disclosed to Barrington;


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(iii) ABP has not experienced any Material Change or any other
material adverse change in circumstances materially affecting
its right or capacity to carry on business in any jurisdiction,
and ABP has not waived or surrendered any right of material
value;


(iv) ABP has not discharged or satisfied or paid any lien or
encumbrance or obligation or liability;


(v) the business of ABP has been carried on in the ordinary course;
and


(vi) no capital expenditures have been authorized or made.


(o) No change will occur in the constating documents or articles of ABP
from the date of this Agreement to the Closing Date.


(p) Schedule 4 contains a true and complete list and description of all of
material contracts of ABP, which list shall remain true and complete
up to the Closing Date.


(q) ABP has not entered into any contracts, agreements, collective
agreements, pensions plans, profit sharing plans, bonus plans, group
insurance or similar plans, undertakings or arrangements whether oral,
written or implied except as set out in Schedule 4, other than
immaterial trade contracts and commitments entered into in the
ordinary course of business.


(r) There is no basis for and there are no actions, suits, judgments,
investigations, arbitration or proceedings in progress, outstanding,
pending or, to the knowledge of the Principal Shareholders, threatened
against or relating to ABP or affecting the Business, Premises or the
ABP Shares at law or in equity or before or by any federal,
provincial, state, municipal or other governmental department,
commission, board, bureau or agency.


(s) ABP is not in breach of any laws, ordinances, statutes, regulations,
by-laws, orders or decrees of any jurisdiction to which it is subject
or which apply to it which might materially affect any business,
properties, assets, prospects or conditions, financial or otherwise,
of ABP or which could result in any material liability to ABP.


(t) ABP has not experienced nor is it or the Principal Shareholders aware
of any occurrence or event which had, or might reasonably be expected
to have, a materially adverse effect on the results of the Business.


(u) Neither the Shareholders nor any officer, director or employee of any
of ABP is now indebted or under obligation to ABP on any account
whatsoever.


(v) All tax returns, elections and reports of ABP required by law to be
filed prior to the date hereof have been filed and are substantially
true, complete and correct. All taxes and other government charges
have been paid and there will be no taxes or government charges in
respect of the period ending on the Closing Date.


(w) All material transactions of ABP have been promptly and properly
recorded or filed in or with its respective books and records. The
record books of ABP contain all records of the meetings and
proceedings of shareholders and directors thereof.


(x) the Principal Shareholders are not aware of any contingent liabilities
or any grounds which would prompt a reassessment under the Income Tax
Act (Canada) of ABP, including aggressive treatment of income and
expenses in filing tax returns;


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(y) The execution and delivery of this Agreement and the completion of the
transactions contemplated hereby will not cause or otherwise result in
any tax liability to ABP or relating to the ABP Shares other than
capital gains taxes (if any) payable by the Shareholders;


(z) ABP maintains insurance against loss or damage to its property and
with respect to public liability as is in accordance with prudent
business practice;


(aa) There are no material contractual obligations or commitments of ABP,
which have not been disclosed to Barrington, and ABP and the Principal
Shareholders have no information or knowledge of facts pertaining to
ABP, which, if known to Barrington, might reasonably be expected to
deter ABP from completing the transactions contemplated in this
Agreement.


(bb) The performance of this Agreement will not be in violation of the
Memorandum or Articles of ABP or of any agreement to which the
Shareholders or ABP is a party and will not give any person or company
any right to terminate or cancel any agreement or any right enjoyed by
ABP and will not result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favour of a
third party upon or against the assets of ABP or the ABP Shares or the
violation of any law or regulation of England or any order or decree
of any court or tribunal to which the Shareholders or ABP is subject
which could materially affect ABP or prevent the due and valid
transfer of the ABP Shares as provided herein.


(cc) ABP does not own, directly or indirectly, any shares or interests in
any other company or firm other than 100% of the issued shares of
Fluid Seperation Limited (company registered in England Number 4389947
30% of whose shares are held on a bare trust for the benefit of former
loan note holders of ABP).


(dd) This Agreement has been duly executed and delivered by the Principal
Shareholders and by ABP and is a valid and binding obligation of the
Principal Shareholders and ABP enforceable in accordance with its
terms.


(ee) ABP has never owned any real property and the Premises are leased to
ABP from Regus Limited (the "Landlord"), a company which is at arm's
length to ABP and the Shareholders, and a true and complete copy of
such lease has been or will be provided to the Purchaser and such
lease will be in good standing on the Closing Date.


4.2 All statements contained in a certificate or other instrument delivered by
or on behalf of ABP or the Principal Shareholders pursuant hereto or in
connection with the transactions contemplated hereby shall be deemed to be
representations and warranties by ABP and the Principal Shareholders
hereunder.


4.3 The representations and warranties of ABP and the Principal Shareholders
contained in this Agreement shall survive the Closing and, notwithstanding
the Closing and the payment of the purchase price, the representations and
warranties of ABP and the Principal Shareholders shall continue in full
force and effect for the benefit of Barrington for a period of three (3)
years from the Closing Date.


4.4 ABP and the Principal Shareholders acknowledge and agree that Barrington
has entered into this Agreement relying on the warranties and
representations and other terms and conditions of this Agreement as a
portion of the information Barrington is relying on in making the decision
to enter into this Agreement.


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ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
--------------------------------------------------


5.1 In order to induce Barrington to enter into and consummate the
transactions contemplated herein, the Shareholders each jointly and
severally represent and warrant to and covenant with Barrington as
follows:


(a) Each of the Shareholders own or will own at the Closing Date
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