DATE: APRIL 21^ST , 2000

BETWEEN: Perfusion Systems, Inc. ("PSI")

a Nevada corporation

502 East John Street

OF THE FIRST PART

AND: Bio-Preserve International Corporation ("BIPN")

a Nevada corporation

2889 152nd Ave. NE Suite B

Redmond, WA 98052

OF THE SECOND PART

WHEREAS PSI is a corporation, validly existing and duly authorized to execute this Memorandum of Understanding, engaged in providing consulting services that has accrued or will accrue assets which are of value to BIPN;

WHEREAS the shareholders of PSI are desirous of acquiring an equity interest in BIPN;

WHEREAS BIPN is desirous of acquiring all of the outstanding equity of PSI; now therefore,

In Consideration of the mutual terms, conditions, covenants, warranties, obligations and detriments set out herein, the parties to this Memorandum of Understanding now agree as follows:

"Agreement" means this Memorandum of Understanding, together with all exhibits, schedules and attachments.

"BIPN Stock" means shares of common voting stock of BIPN, per share par value of $0.001, free and clear of any liens, claims, pledges, encumbrances, restrictions on transferability, defect of title, charge or claim of any nature whatsoever. The certificates representing the BIPN Stock shall be in negotiable form, in form acceptable to the Transfer Agent and counsel for PSI.

"Closing" or "Closing Date" means the date and time as of which the issuance of shares of BIPN Stock actually takes place and consideration is given.

"Financial Statements" mean the financial statements of BIPN prepared in accordance with GAAP, consisting of (i) unaudited financial statements of BIPN for the last two fiscal years; and (ii) unaudited statements for any interim period as of the end of BIPN's most recent fiscal quarter.

"GAAP" means United States generally accepted accounting principles as in effect from time to time.

"Person" means any natural person, corporation, firm, association, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

"PSI Shares" means up to one hundred seventy-four million (174,000,000) shares of common voting stock, per share par value of $0.0001, which shall represent one hundred percent (100%) of the outstanding stock in all classes of PSI, and which shall be free and clear of any liens, claims, pledges, encumbrances, restrictions on transferability, defect of title, charge or claim of any nature whatsoever at the time of closing.

"Transfer Agent" means BIPN or any other entity designated to transfer BIPN securities.

Term of Agreement. This Agreement shall be in effect from the date first set out above and extended in the first period for one hundred twenty (120) days thereafter. If, however, a material event occurs or a material fact or issue comes to light, then the term of this agreement shall be extended by the time it takes to resolve such event, fact or issue. This term may also be extended for one or more additional periods of ninety (90) days each as may be mutually agreed between the parties upon a written confirmation thereof.

This agreement may be unilaterally terminated by BIPN, at BIPN's option, in event of any one of the following:

a) Interim financing as described herein is not provided within fifteen (15) days of scheduling. Termination under this section may be done without notice;

b) PSI is unable to establish a minimum valuation of $500,000 USD. This section shall take effect automatically at the end of the Term of this Agreement.

c) PSI materially breaches this Agreement. BIPN shall provide written notice of PSI's breach, and this Agreement shall automatically terminate fifteen (15) days thereafter if the breach has not been cured to the satisfaction of BIPN.

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