EXHIBIT 2.2



                     ACQUISITION AGREEMENT

                         BY AND BETWEEN

                    NEURO BIOSCIENCE, INC.,
                       a Utah corporation

                              and

                        Claude LARUELLE,

                      Christine LARUELLE,

                     Societe Civile GECINQ,

                       Stephane LARUELLE,

                        Cecile LARUELLE,

                              and

                      Dominique LARUELLE,
                         Individually,

                              And

                         CLL PHARMA SA
                      a French corporation




                      As of March 31, 2003




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                     ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT ("Agreement"), is made and entered into this 31st day
of  March,  2003,  by  and between NEURO BIOSCIENCE, INC.,  a  Utah  corporation
("NUBI") having its corporate offices at XX (number)_Avenue of the Americas, New
-York,  NY, 10020, USA, and Claude LARUELLE, Christine LARUELLE,  Societe Civile
GECINQ,  Stephane LARUELLE, Cecile LARUELLE, and Dominique LARUELLE (each  being
sometimes  hereafter  individually as a "Principal  Shareholder"  and  sometimes
hereafter  collectively  referred to as the "Principal Shareholders"),  and  CLL
PHARMA  SA  a  French corporation ("CLL") having its registered  office  at  455
Promenade  des Anglais, Nice Premier, Arenas, 062999 NICE Cedex 3, FRANCE,  each
herein sometimes being referred to individually as a "party" and collectively as
the "parties," is made with reference to the following facts:

                        R E C I T A L S

      A.    NUBI  is  a publicly held corporation engaged in the development  of
pharmaceuticals.

      B.    CLL  is  a privately held pharmaceutical company that is  developing
generic drug products and drug delivery systems (the "Business").

     C.   The Principal Shareholders, in the aggregate, owns beneficially and of
record, common shares of CLL ("CLL Common Shares") constituting 74.013%  of  the
outstanding common shares and 74.450% of the voting securities of CLL.

      D.    The  parties  propose,  as  of the Effective  Time  (as  hereinafter
defined), that NUBI shall acquire ownership of up to 100% of the outstanding CLL
Common Shares on the terms and conditions of this Agreement (the "Acquisition"),
including,  without limitation, all of the CLL Common Shares owned, beneficially
and  of  record,  by the Principal Shareholders (such CLL Common  Shares  owned,
beneficially  and  of  record,  by the Principal  Shareholders  being  sometimes
hereafter  referred to as the "Principal Shareholders Shares"), as a  result  of
which (a) CLL will become a subsidiary of NUBI and (b) the holders of record  of
the  outstanding CLL Common Shares (the "CLL Shareholders") who tender their CLL
Common  Shares  to  NUBI (including, without limitation, all  of  the  Principal
Shareholders),  will  receive as consideration for  the  Acquisition  shares  of
common stock of NUBI ("NUBI Common Stock") as hereinafter set forth.

     E.    The  Acquisition is to be effectuated as a non-taxable reorganization
under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the
"Code").

     F.    "NUBI/CLL" refers to the corporate entity as of the Effective Time.

       NOW,   THEREFORE,  in  consideration  of  the  promises  and  the  mutual
representations,  warranties,  covenants and agreements  herein  contained,  the
parties hereby agree as follows:


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                          ARTICLE ONE

     1.01 The Acquisition.  On the terms and subject to the conditions set forth
in  this Agreement, NUBI shall acquire up to 100% of the outstanding CLL  Common
Shares  (including,  without  limitation,  all  of  the  Principal  Shareholders
Shares),  in  exchange for a total of up to 8,000,000 newly issued  shares  (the
"NUBI  Shares")  of NUBI Common Stock, to be issued to the CLL  Shareholders  in
amounts calculated in accordance with Article Two.

                          ARTICLE TWO

     2.01 Calculation of Exchange Ratio.  The number of NUBI Shares to be issued
to  each  of  the  CLL  Shareholders for their respective CLL  Shares  shall  be
calculated  in  accordance with the formula in Section 2.02, using  an  exchange
ratio  of  107.676  (the "Exchange Ratio").  The Exchange Ratio was  derived  by
dividing  the  total number of NUBI Shares to be issued to acquire  all  of  the
outstanding CLL Common Shares (8,000,000) by the total number of CLL Shares  (74
297).

     2.02 Calculation of NUBI Shares to Be Issued.  The number of NUBI Shares to
be  issued to each of the CLL Shareholders for their respective shares shall  be
calculated  by  (i) multiplying (a) the total number of outstanding  CLL  Common
Shares  held by such CLL Shareholder by (b) the Exchange Ratio and (ii) rounding
the product to the nearest whole number (subject to other reasonable adjustments
needed to maintain the total number of NUBI Shares to be issued at not more than
8,000,000  in order to acquire 100% of the outstanding CLL Common  Shares).   No
fractional  shares of NUBI Common Stock shall be issued in connection  with  the
Acquisition.

                         ARTICLE THREE

      3.01  The  Closing.  The consummation of the transactions contemplated  by
this Agreement (the "Closing") shall take place as soon as practicable after  or
upon the satisfaction or waiver in writing of all of the conditions precedent to
the  obligations  of the parties hereto, on such date as may  be  designated  by
mutual  consent of the parties (the "Closing Date").  The parties  will  conduct
the  Closing at the offices of NUBI, 1251 Avenue of the Americas, New York,  NY,
10020,  or such other place as the parties may mutually agree.  At the  Closing,
the parties will determine that each condition to the obligations of the parties
hereunder has been satisfied or waived or will, at such Closing, be satisfied or
waived.

      3.02 The Effective Time.  The Acquisition shall become effective when  all
of the items required by this Agreement to be delivered at the Closing have been
delivered and all of the actions required to have been taken by the Closing have
been  taken  and all of the other conditions required to have been satisfied  at
the Closing have been satisfied (the "Effective Time").


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      3.03  Directors of NUBI at the Effective Time.  The Principal Shareholders
shall have the right to nominate up to one new person to serve as a director  of
NUBI  at  and  after  the  Effective Time of  the  Acquisition.   The  Principal
Shareholders shall identify any such nominee in Schedule 3.03.  As  provided  in
Section  7.05  hereof,  the  NUBI  Board of Directors  shall  adopt  resolutions
appointing such persons (the "New NUBI Director") as an additional director (the
"New Director Resolutions"), which by their terms shall become operative only at
the Effective Time of the Acquisition.

      3.04  Officers of NUBI at the Effective Time.  At and after the  Effective
Time  of the Acquisition, the officers of NUBI prior to the Effective Time shall
continue  as  the  officers of NUBI after the Effective Time,  except  that  the
persons identified on Schedule 3.04, which shall be mutually agreed upon by  the
parties to this Agreement, shall be the officers of NUBI in such offices as  are
specified  in  the Schedule, including, without limitation, Claude  LARUELLE  as
Chairman.  As provided in Section 7.05 hereof, the NUBI Board of Directors shall
adopt resolutions appointing such persons as the new officers of NUBI (the  "New
NUBI  Officers")  (the "New Officer Resolutions"), which by  their  terms  shall
become operative only at the Effective Time of the Acquisition.

                         ARTICLE FOUR-A

     Each of the Principal Shareholders hereby jointly and severally represents
and warrants to NUBI as of the date hereof and as of the Closing Date, as
follows, each of such representations and warranties being true and correct
except as expressly set forth in the Disclosure Schedule delivered by the
Principal Shareholders to NUBI within ten (10) calendar days after the execution
and delivery of this Agreement, and which is specifically deemed a part of, and
incorporated by reference in, this Agreement (including, without limitation, all
Schedules included in the Disclosure Schedule) (such Disclosure Schedule being
sometimes hereafter referred to as the "Principal Shareholders Disclosure
Schedule"), provided, that it is understood and agreed that NUBI is not required
to undertake any independent investigation to determine the truth, accuracy, and
completeness of the representations and warranties made by the any of the
Principal Shareholders in this Agreement, and that no due diligence
investigation undertaken by NUBI shall in any way be deemed to ascribe any
knowledge to NUBI different from, or in addition to, the following
representations and warranties made to NUBI, or to reduce, affect, or eliminate
NUBI's complete reliance upon such representations and warranties:

      4.01 Organization and Good Standing.  CLL is a corporation duly organized,
validly  existing and in good standing under the laws of the Republic of  France
and  has all requisite corporate power and authority to own or lease its  assets
as  now owned or leased by it and to otherwise conduct the business it presently
conducts  and  presently plans to conduct.  CLL has no subsidiary.   Within  the
meaning  of  this  Agreement,  as of the date of determination,  a  "subsidiary"
means,  with respect to any Person, a corporation or other Person of  which  any
voting  power  of  the outstanding voting equity securities or  any  outstanding
economic  equity  interest is held, directly or indirectly, by the  Person  with
respect  to which such determination is being made.  Within the meaning of  this



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Agreement,  a  "Person" means an individual, partnership, corporation,  business
trust,  joint  stock  company, estate, trust, unincorporated association,  joint
venture,  governmental  authority  or other entity,  of  whatever  nature.   All
corporate proceedings required by law or by the provisions of this Agreement  to
be  taken  by CLL on or before the Closing Date in connection with the execution
and  delivery  of  this  Agreement  and the  consummation  of  the  transactions
contemplated by this Agreement have been or will be duly and validly taken.

      4.02  Due Authorization.  CLL has all requisite power, authority and legal
capacity and is competent to execute and deliver this Agreement and CLL has  all
requisite  power, authority and legal capacity and is competent to  execute  and
deliver  each of the other transaction documents to which it is or is  specified
to  be  a party, perform its obligations hereunder and thereunder and consummate
the  transactions contemplated hereby and thereby.  This Agreement  constitutes,
and,  together  with all other transaction documents to which  CLL  is  a  party
which,  when  executed and delivered by CLL, will constitute, legal,  valid  and
binding  obligations  of CLL, enforceable against CLL in accordance  with  their
respective  terms, subject to applicable bankruptcy, insolvency, reorganization,
fraudulent  conveyance and moratorium laws and other laws of general application
affecting  the  enforcement of creditors' rights generally.  The  execution  and
delivery by CLL of this Agreement and each of the other transaction documents to
which  it is, or is specified to be, a party, and the consummation of the  stock
exchange  and other transactions contemplated hereby and thereby have been  duly
authorized by all necessary action (corporate and other) of CLL.

      4.03  Agreement Not in Breach of Other Instruments.  Except  as  noted  on
Schedule  4.03,   CLL's  execution  and delivery  of  this  Agreement   and  the
consummation of the transactions contemplated hereby will not result in a breach
of  any  of  the  terms  and provisions of, or constitute a  default  under,  or
conflict  with, any material agreement, indenture or other instrument  to  which
CLL is a party or by which CLL or  its assets are bound.

      4.04  Absence  of  Certain Changes.  Since the date  of  the  most  recent
financial  statements dated February 28, 2003 CLL has given to NUBI, and  except
as  noted  on  Schedule 4.04,  there has not been any change in CLL  or  in  any
subsidiary  of  CLL,  if  any,  or in their respective  businesses,  operations,
assets,  liabilities,  working  capital,  condition  (financial  or  otherwise),
reserves, contractual allowances, or prospects except for any such change  which
does  not have, and would not reasonably be expected to have, a material adverse
effect  upon  CLL  or  on  its  subsidiaries, if any,  or  on  their  respective
businesses,   operations,  assets,  condition  (financial  or   otherwise),   or
prospects; and neither CLL nor any subsidiary of CLL, if any, has:

           (a)   Engaged  in any material transaction of more than 20,000  Euros
outside the ordinary course of business;

           (b)   Made any capital expenditures other than in the ordinary course
of business;


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           (c)  Paid, loaned or advanced (other than the payment of salaries  or
reimbursement of expenses in the ordinary course of business) any amounts to, or
sold,  transferred  or leased any properties or assets to or  entered  into  any
other transactions with any of its officers or directors, any of its affiliates,
or any officer or director of its affiliates;

           (d)   Made  any  material  change in  any  method  of  accounting  or
accounting practice;

          (e)  Incurred any material indebtedness or leasehold expense in excess
of $5,000;

           (f)   Entered into any material guaranties or otherwise  incurred  or
suffered to exist any material contingent liabilities;

          (g)  Paid or declared any dividend or other distribution in respect of
its capital stock, or set aside any sums for the payment of any such dividend or
other distribution;

           (h)   Issued  or  sold  any common shares or other  equity  security,
granted   any  stock  option  or  warrant,  or  otherwise  issued  any  security
convertible into capital stock;

           (i)   Canceled  any  indebtedness due it  except  upon  full  payment
thereof;

          (j)  Increased the compensation payable or to become payable by CLL to
any  of  its respective directors, officers, employees or agents, or  any  bonus
payments or arrangement made to or with any thereof;

           (k)   Agreed,  whether in writing or otherwise,  to  do  any  of  the
foregoing;

           (l)  Suffered any labor trouble or any controversies with any of  its
employees;

           (m)   Suffered  any damage, destruction or loss of more  than  20,000
Euros,  whether or not covered by insurance, materially adversely affecting  the
business or properties of CLL; or

           (n)   Received notice that any person or entity with which CLL has  a
significant  business relationship intends to cancel or terminate such  business
relationship.

     4.05 Contracts and Commitments.  All references to CLL in this Section 4.05
shall be deemed to refer to both CLL and its subsidiaries, if any.  Attached  as
Schedule 4.05 is a list of all agreements to which CLL or any of subsidiary,  if
any, is a party or by which any of their respective assets are bound which exist
as  of  the  date of execution of this Agreement (including, without limitation,
joint  venture or partnership agreements, personal property leases,  conditional
sales  contracts,  notes or other evidence of indebtedness, or other  contracts,
agreements,  or commitments) (collectively, the "Contracts") and a list  of  the



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guarantees  taken by creditors on the assets of CLL.  CLL now has,  and  at  the
Closing  will  have, valid and enforceable interests in and  to  the  Contracts.
Except as noted on Schedule 4.05, CLL is not in default with respect to any term
or  condition of any such Contract, nor has any event occurred which through the
passage  of  time or the giving of notice, or both, would constitute  a  default
thereunder, in either case except as disclosed in the attached Schedule 4.05 and
except  for  any default in respect of any such Contract a default  under  which
does  not have, and would not reasonably be expected to have, a material adverse
effect  upon  CLL  or  any  subsidiary of CLL, if any, or  on  their  respective
businesses, assets, operations, condition (financial or otherwise) or prospects.
CLL  has  received no notice that any party to a Contract intends to  cancel  or
terminate any Contract or to exercise or not to exercise (except as disclosed in
schedule   4.05)  any  option  thereunder,  except  for  any  such  Contract   a
cancellation or termination of which, or the exercise or failure to exercise  an
option thereunder, does not have, and would not reasonably be expected to  have,
a material adverse effect upon CLL or any subsidiary of CLL, if any, or on their
respective businesses, assets, operations, condition (financial or otherwise) or
prospects.

      4.06  Licenses and Permits.  Schedule 4.06 lists all licenses ("Licenses")
and  permits ("Permits") held by CLL and its subsidiaries, if any, in connection
with  the operation of their business as currently conducted or to the occupancy
and  use  of  the premises upon which their business is conducted.   No  breach-
(except  as disclosed in schedule 4.06) of any such License or Permit  currently
exists,  nor  has any event occurred which through the passage of  time  or  the
giving of notice, or both, would constitute a breach thereunder.

       4.07  Proprietary  Rights.   Schedule  4.07  lists  all  patents,  patent
applications, trademarks, trade names, service marks, copyrights, patent rights,
trademark  registrations, trademark applications, business names,  brand  names,
copyright  registrations,  designs,  design registrations,  rights  to  computer
software  or  any  rights to any of the foregoing ("Intellectual  Property")  of
which  CLL is the owner, licensee or licensor (other than commercially-available
computer software and similar property), and indicates whether CLL is the owner,
the  licensee or the licensor of such Intellectual Property and, if  it  is  the
licensee  or  licensor, the identity of the other party to  the  agreement,  the
scope  of the rights licensed, and the term of the agreement.  Neither the stock
exchange  nor the other transactions to be consummated at closing will  conflict
with,  or  impair such rights.  To the knowledge of each Principal  Shareholder,
CLL  conducts  its business without conflict or infringement of any Intellectual
Property  claimed  or  held  by  others.  To the  knowledge  of  each  Principal
Shareholder,  no  third party conflicts with or infringes upon any  Intellectual
Property owned or licensed by or licensed to CLL.

      4.08  Litigation.   All references to CLL in this Section  4.08  shall  be
deemed  to refer to both CLL and its subsidiaries, if any.  Except as listed  in
Schedule 4.08:

          (a)  Except as disclosed in Schedule 4.08, there is no action, suit or
proceeding  to  which  CLL or any of CLL's officers or  directors,  is  a  party
(either  as  a  plaintiff or defendant) pending before any court or governmental
agency, authority or body, or any arbitrator or arbitral body, which, if decided
or  concluded adversely, would have or would reasonably be expected  to  have  a
material adverse effect upon CLL or any subsidiary of CLL, if any, or upon their


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respective  businesses, assets, operations, condition (financial or  otherwise),
or  prospects, or upon CLL's ability to consummate the transactions contemplated
herein,  and  CLL has no knowledge that any such action, suit or proceeding  has
been threatened against CLL;

           (b)  None of CLL, its officers or its directors have been permanently
or  temporarily  enjoined  by any order, judgment or  decree  of  any  court  or
tribunal  or  any  other agency from engaging in or continuing  any  conduct  or
practice in connection with the Business; and

           (c)  There is not in existence on the date hereof any order, judgment
or  decree  of any court or other tribunal or other agency or any arbitrator  or
arbitral body, enjoining or requiring CLL or any of its officers or directors to
take  any action of any kind with respect to the business, properties or  assets
of the Business.

     4.09 Compliance with Law.

          (a)   Except  as noted on Schedule 4.09, CLL and its subsidiaries,  if
any,  currently  have no outstanding notice or notification from  any  court  or
governmental  agency, authority or body that, with respect to the operations  of
the Business, it is in violation in any respect of or not in compliance with any
foreign, federal, provincial, state or local laws, statutes, ordinances,  rules,
regulations, decrees, orders, permits or other similar items (including, but not
limited  to,  those  related to employee safety, employment  discrimination  and
environmental protection or conservation) or that upon the passage  of  time  it
will  be  in violation in any respect of any of the foregoing, except,  in  each
such  case,  for any violation or non-compliance which does not result  in,  and
would not reasonably be expected to have a material adverse effect on CLL or  on
its subsidiaries, if any, or on their respective businesses, operations, assets,
condition (financial or otherwise), or prospects;

           (b)  The conduct of the Business within the five-year period prior to
the  date  hereof has not been in violation of any foreign, federal, provincial,
state  or local laws, statutes, ordinances, rules, regulations, decrees, orders,
permits or other similar items (including, but not limited to, those related  to
employee  safety,  employment  discrimination and  environmental  protection  or
conversation) in force on the date hereof, the enforcement of which would  have,
and  could reasonably be expected to hae, a material adverse affect upon CLL  or
on  its  subsidiaries,  if  any, or on their respective businesses,  operations,
assets, condition (financial or otherwise), or prospects;

           (c)   Neither  CLL,  its subsidiaries, if any, nor  any  shareholder,
officer, employee or agent of CLL or its subsidiaries, if any, has, directly  or
indirectly, within the five year period prior to the date hereof given or agreed
to  give  any  gift or similar benefit to any customer, supplier, competitor  or
governmental employee or official or has engaged in any other practice, which in
any  such case would subject CLL to any damage or penalty in any civil, criminal
or  governmental  litigation  or  proceeding  or  which  would  be  grounds  for
termination  or  modification of any contract, license or  other  instrument  to


                                8


which  CLL  or  any  subsidiary of CLL, if any,  is  a  party,  except  for  any
termination  or modification of any contract the termination or modification  of
which  does  not have, and would not reasonably be expected to have, a  material
adverse  effect upon CLL or on its subsidiaries, if any, or on their  respective
businesses,   operations,  assets,  condition  (financial  or   otherwise),   or
prospects; and

           (d)   All outstanding securities issued by CLL (including all  common
stock  and  securities directly or indirectly convertible into,  exercisable  to
acquire,  or  exchangeable  for common stock or  other  securities  of  CLL,  or
agreements  for  any of the same) were issued in compliance with all  applicable
securities  laws.   All of the outstanding common shares of  CLL  are,  and  any
common shares or other securities of CLL issuable, directly or indirectly,  upon
conversion  into,  exercise  for, or exchange  for  any  security,  when  issued
pursuant  to  such  conversion, exercise or exchange, will be, duly  authorized,
validly  issued,  fully  paid and nonassessable and not  subject  to  preemptive
rights  created  by statute, the charter documents of CLL or  any  agreement  to
which  CLL  is  a  party  or  is bound, except as set  forth  on  the  Principal
Shareholder Disclosure Schedule.

      4.10  Capitalization.  The authorized capital stock  of  CLL  consists  of
74,297  CLL  Common Shares, of which 74,297 shares are outstanding on  the  date
hereof.   Such  issued  and  outstanding  shares  have  been  duly  and  validly
authorized  and are fully paid and non-assessable.  Except as set forth  on  the
Principal Shareholders Disclosure Schedule, there are no other shares of capital
stock of CLL outstanding, authorized or reserved for issuance, and there are  no
outstanding  options, warrants, or rights to purchase or acquire, or  securities
convertible  into or exchangeable for, any shares of capital stock of  CLL,  and
there are no contracts, commitments, agreements, understandings, arrangements or
restrictions which require CLL to issue, sell or deliver any shares  of  capital
stock of CLL.  Attached as Schedule 4.14 is a list of the shareholders of CLL as
of  the  date hereof, indicating the number of CLL common shares owned  by  them
beneficially and of record.

      4.11  Labor and Employment Matters.  All references to CLL in this Section
4.11  shall be deemed to refer to both CLL and its subsidiaries, if any.  Except
as  set  forth  in the Principal Shareholders Disclosure Schedule,  CLL  has  no
collective  bargaining agreement, service or employment contract or other  labor
or  employment agreement or scheme to which CLL is a party or by  which  CLL  is
bound;  no  profit  sharing, deferred compensation, bonus, stock  option,  stock
purchase, pension, retainer, consulting, retirement, welfare or incentive  plan,
contract,  arrangement or scheme to which CLL is a party  or  by  which  CLL  is
bound;  and no plan, contract, arrangement or scheme under which fringe benefits
(including, but not limited to, vacation plans or programs, sick leave plans  or
programs and related benefits) are afforded to employees of CLL.

      4.12 Taxes.  All references to CLL in this Section 4.12 shall be deemed to
refer to both CLL and its subsidiaries, if any.

     (a)   As used in this Agreement, (i) "Code" shall mean the Internal Revenue
Code  of  1986, as amended, and the Treasury Regulations promulgated thereunder;
provided, that to the extent the entity with respect to which the term "Code" is


                                9


applied is required to pay Taxes in a jurisdiction not covered by the Code, then
the  term  "Code"  shall  refer  to the applicable  tax  laws  of  the  relevant
jurisdiction; (ii) "Taxes" shall mean all Federal, state and local, domestic and
foreign,  income,  franchise,  property,  sales,  excise,  employment,  payroll,
withholding and other taxes of any nature, including any interest, penalties  or
additions  with  respect  thereto and any obligations under  any  agreements  or
arrangements  with any other Person with respect to such amounts; (iii)  "Taxing
Authority" shall mean any Governmental Entity (including any subdivision, agency
or  commission thereof) exercising regulatory authority in respect of  Taxes  or
liability  for  Taxes  of any other Person as required by Applicable  Law;  (iv)
"Tax  Return"  shall  mean  all returns, reports, forms,  including  information
returns,  with  respect  to  Taxes;  (v)  "Person"  shall  mean  an  individual,
partnership,  corporation, business trust, joint stock company,  estate,  trust,
unincorporated  association,  joint venture,  Governmental  Authority  or  other
entity,  of  whatever nature; and (vi) "Governmental Authority  shall  mean  any
governmental,  regulatory  or administrative body,  agency,  commission,  board,
arbitrator or authority, any court or judicial authority, any public, private or
industry   regulatory  authority,  whether  international,  foreign,   national,
federal,  state  or  local,  and  any entity or official  exercising  executive,
legislative,  judicial, regulatory or administrative functions of or  pertaining
to any laws or regulations.

           (b)  CLL has filed, when due, all Tax Returns except as discussed  in
Schedule 4.12(b).  All such Tax Returns are true and complete.  Except as  noted
on  Schedule 4.12(b), all Taxes due from CLL with respect to the taxable periods
covered  by  such Tax Returns and all other Taxes have been or  will  be  timely
paid.   CLL has not requested any extension of time to file any Tax Return  that
has not yet been filed.

           (c)  Except  as  set  forth in the Principal Shareholders  Disclosure
Schedule, no Tax Return of CLL is currently under audit, examination, or dispute
by  any  Taxing Authority, and no written or unwritten notice of such an  audit,
examination  or dispute has been received by CLL.  No issues relating  to  Taxes
have  been  raised  in  the  last five years by any Taxing  Authority  that  can
reasonably  be  expected to recur in a later taxable period.  No deficiency  for
any  material amount of Taxes has been asserted or assessed or threatened to  be
assessed  by  any Taxing Authority against CLL.  No Liens for Taxes  exist  with
respect to any assets or properties of CLL.

      4.13 Environmental Compliance.  All references to CLL in this Section 4.13
shall  be deemed to refer to both CLL and its subsidiaries, if any.  There  have
been no uses, disposals, burials or releases of Hazardous Materials (as defined)
on  any premises used in the Business, either before or after CLL's occupancy of
such  premises,  except  in substantial compliance with  applicable  laws.   For
purposes  of  this Section 4.13, the term "Hazardous Materials" shall  mean  any
substances  defined as or included in the definition of "hazardous  substances,"
"hazardous wastes," "hazardous materials," "toxic substances" and similar  terms
under  any  applicable  federal, provincial, local  laws  or  regulations.   The
operations  of CLL at CLL's premises have been in material compliance  with  all
applicable  federal,  provincial,  local  laws  or  regulations  regulating  the
environment.  The Principal Shareholders, jointly and severally, shall indemnify
and  hold harmless NUBI and its successors and assigns from and against any  and
all  claims, demands, damages, actions, penalties, liabilities, causes of action



                                10


and  government proceedings of any kind or nature whatsoever, arising out of  or
in  any  manner  directly or indirectly connected with  the  presence  prior  to
Closing  of  Hazardous  Materials at such premises or  the  violation  prior  to
Closing  of  any applicable federal, provincial or local environmental  laws  or
regulations  at  such premises, including, but not limited  to,  any  claims  of
indemnification  or contribution under any federal, provincial,  local  laws  or
regulations regulating the environment .

     4.14 Subsidiaries and Affiliates.  Except for the subsidiaries of CLL named
in  Section 4.01, if any, CLL does not have, directly or indirectly, any  equity
investment  in  any  corporation, partnership, joint venture or  other  business
entity.

      4.15  No  Assets Owned by Affiliates.  Except as noted on  Schedule  4.15,
there  are no properties, tangible or intangible, owned, directly or indirectly,
by  any  of  the  CLL Shareholders, or any officer or director of  CLL,  or  any
affiliate or relative of any of them, which have been used in the normal day-to-
day operations of the Business any time since January 1, 2000.

     4.16 Indebtedness to and from Officers, Directors and Shareholders.  Except
as  disclosed in schedule 4.16, CLL is not indebted, directly or indirectly,  to
any  officer, director, or shareholder of CLL, or any affiliate or  relative  of
any  of  them,  in  any  amount whatsoever other than for salaries  or  services
rendered  since  the  start  of CLL's current pay period  and  for  reimbursable
business  expenses,  nor  is  any  such officer,  director  or  shareholder,  or
affiliate  or relative of any of them, indebted to CLL except for advances  made
in  the  ordinary  course of business to meet anticipated reimbursable  business
expenses to be incurred by such obligor.

      4.17  Related Party Transactions.  All references to CLL in  this  Section
4.17  shall be deemed to refer to both CLL and its subsidiaries, if any.  Except
as  identified  on  Schedule  4.17, no officer or  director,  in  such  person's
capacity  as such, or, to the knowledge of each Principal Shareholder,  any  CLL
Shareholder, nor any affiliate or relative of any such officer, director or  CLL
Shareholder, now has or within the last three (3) years has had, either directly
or  indirectly, a material interest in any contract, agreement or commitment  to
which CLL is or was a party, or under which CLL is or was obligated or bound, or
to which any of CLL's properties may be or may have been subject, other than any
contract,  agreement  or  commitment between  CLL  and  such  persons  in  their
capacities as employees, officers or directors of CLL.

     4.18 No Legal Bar.  CLL is not prohibited by any order, writ, injunction or
decree  of any body of competent jurisdiction from consummating the transactions
contemplated  by  this  Agreement, and no such action or proceeding  is  pending
against  CLL  which  questions the validity of this  Agreement  or  any  of  the
transactions contemplated hereby.

      4.19 Finder's Fees and Brokerage Fees.  CLL has not had any dealings  with
any person which would entitle such person to any finder's fee or brokerage fees
in connection with this Agreement or any transaction contemplated hereby.

      4.20 Required Consents.  No consent, waiver or other authorization of  any
third  party (including, without limitation, any third party to a real  property


                                11


lease,  equipment lease, contract, license, permit, patent, or other  instrument
to which CLL or any subsidiary of CLL, if any, is a party or by which CLL or any
subsidiary  of  CLL,  if any, is bound) is required to the consummation  of  the
transactions contemplated by this Agreement.

      4.21 Other Information.  The Principal Shareholders have disclosed to NUBI
all  information  requested  by NUBI and known to  such  Principal  Shareholders
(after  reasonable investigation and inquiry) to be material  to  the  condition
(financial or otherwise), business or properties of CLL and its subsidiaries, if
any, and will do so through the Closing.  The information concerning CLL and its
subsidiaries,  if  any,  set forth in this Agreement, in  the  schedules  hereto
furnished  by  the  Principal Shareholders or CLL, and in  any  other  document,
statement  or certificate furnished or to be furnished to NUBI pursuant  hereto,
does not and will not contain any untrue statement of a material fact or omit to
state  a  material fact required to be stated herein or therein or necessary  to
make  the  statements and facts contained herein or therein,  in  light  of  the
circumstances in which they are made, not false or misleading.  All  information
contained  or  referred to in the schedules hereto furnished  by  the  Principal
Shareholders  or  CLL  is  accurate in all material respects  and  none  of  the
Principal  Shareholders (after having made reasonable inquiry) is aware  of  any
other  fact  or matter  that renders any such information materially misleading.
Copies  of all documents heretofore or hereafter delivered or made available  to
NUBI  were or will be complete and accurate copies of such documents on the date
such copies are delivered.

      4.22 CLL Unaudited Financial Statements.  The Principal Shareholders  have
delivered to NUBI the audited consolidated financial statements of CLL  for  the
fiscal  year ended May 31, 2002 and the  nine months ended  February  28,  2003,
and  such  financial  statements are true and correct and  fully  represent  the
financial condition of CLL at such dates and comply with United States generally
accepted  accounting  principles  consistently applied  throughout  the  periods
covered.

     4.23  Regulatory Investigations.  To the knowledge of each of the Principal
Shareholders,  there are no investigations or inquiries pending against  CLL  or
its   directors  or  officers  by  any  stock  exchange,  securities  regulatory
authority, taxing authority or any other governmental department or agency.

      4.24  Corporate  Records.   All  of the minute  books  and  corporate  and
financial  records of CLL are, or prior to the Closing will be, in all  material
respects, complete, up to date and accurate.

      4.25  Private Offering.  None of CLL or its subsidiaries, if any,  or  the
officers,  directors,  agents  or representatives thereof  or  their  respective
affiliates  has issued, sold or offered any security of CLL to any Person  under
circumstances  that would cause the sale of the stock, as contemplated  by  this
Agreement, to be subject to the registration requirements of the Securities  Act
of 1933, as amended (the "Securities Act").  None of CLL parties described above
will  offer the stock or any part thereof or any similar securities for issuance
or  sale to, or solicit any offer to acquire any of the same from, anyone so  as


                                12


to  make the issuance and sale of NUBI Shares pursuant to this Agreement subject
to  the  registration  requirements of Section 5 of  the  Securities  Act.   The
exchange  sale  and  delivery  of  the  stock  hereunder  are  exempt  from  the
registration and prospectus delivery requirements of the Securities Act.

      4.26  Foreign Corrupt Practices Act.  None of CLL or its subsidiaries,  if
any, or any officer, director or employee of CLL or its subsidiaries, if any, or
any  agent or other Person associated with or acting on behalf of CLL  has  with
respect to CLL (i) used any corporate funds for any unlawful contribution, gift,
entertainment  or  other unlawful expense relating to political  activity;  (ii)
made  any  unlawful  payment to any foreign or domestic government  official  or
employee  from  corporate  funds; (iii) violated  or  is  in  violation  of  any
provision  of  the  Foreign Corrupt Practices Act of  1977;  or  (iv)  made  any
unlawful  bribe, rebate, payoff, influence payment, kickback or  other  unlawful
payment.

      4.27 Corporate Name.  CLL has not received any written or unwritten notice
of  conflict during the past five (5) years with respect to the rights of others
regarding  the corporate names of CLL, and has the exclusive right  to  use  its
name  as  the  name  of  a corporation in the jurisdictions  in  which  CLL  has
operations. No Person is presently authorized by CLL to use the name of CLL.

      4.28  Representations.  All representations and warranties of each of  the
Principal Shareholders in this Agreement are true, accurate and complete in  all
material  respects as of the date hereof and will be true, accurate and complete
as  of the Closing as if made at such time, except with respect to the effect of
transactions in the ordinary course of business and transactions contemplated or
permitted  by this Agreement.  Any exception to a representation or warranty  of
CLL  which  is disclosed in any of the Disclosure Schedules hereto furnished  by
the  Principal  Shareholders  or  CLL shall be  deemed  to  apply  only  to  the
representation  or  warranty referenced by such Disclosure Schedule,  and  shall
not,  unless  scheduled  separately, be considered an  exception  to  any  other
representation  or  warranty  of  the Principal  Shareholders  or  CLL  in  this
Agreement.

                         ARTICLE FOUR-B

     Each of the Principal Shareholders hereby jointly and severally represents
and warrants to NUBI as of the date hereof and as of the Closing Date, as
follows, each of such representations and warranties being true and correct
except as expressly set forth in the Disclosure Schedule delivered by the
Principal Shareholders to NUBI within fourteen (14) calendar days after the
execution and delivery of this Agreement, and which is specifically deemed a
part of, and incorporated by reference in, this Agreement (including, without
limitation, all Schedules included in the Disclosure Schedule) (such Disclosure
Schedule being sometimes hereafter referred to as the "Principal Shareholders
Disclosure Schedule"), provided, that it is understood and agreed that NUBI is
not required to undertake any independent investigation to determine the truth,
accuracy, and completeness of the representations and warranties made by the any
of the Principal Shareholders in this Agreement, and that no due diligence


                                13


investigation undertaken by NUBI shall in any way be deemed to ascribe any
knowledge to NUBI different from, or in addition to, the following
representations and warranties made to NUBI, or to reduce, affect, or eliminate
NUBI's complete reliance upon such representations and warranties:

     4.01B     Investment Intent.  Such Principal Shareholder, who is a party to
this Agreement to sell such CLL Shareholder's shares of CLL Common Shares to
NUBI to acquire shares of NUBI Common Stock represents that such CLL Shareholder
that is a party hereto is acquiring such shares of NUBI Common Stock solely for
such CLL Shareholder's account for investment purposes, and not with a view to,
or for offer or sale in connection with, any distribution of the NUBI Common
Stock in violation of the Securities Act.

     4.02B     Access to Information.  Each such  CLL Shareholder acknowledges
that such  CLL  Shareholder has received a copy of this Acquisition Agreement,
and a copy of NUBI's most recently filed annual report on Form 10-KSB (the "Form
10-KSB") and most recently filed quarterly reports on Form 10QSB (the "Form 10-
QSBs") and Current Report on Form 8-K, has reviewed them carefully and
understands that any investment in NUBI Common Stock involves risks  Each such
CLL Shareholder acknowledges and agrees that such   CLL Shareholder has had the
opportunity to ask such questions of NUBI officers and has received such
information concerning NUBI as such  CLL Shareholder has requested.

      4.03B      Knowledge  and  Experience.  Each such    CLL  Shareholder  has
knowledge  and experience in financial and business matters such  that  the  CLL
Shareholder  is capable of evaluating the merits and risks of an  investment  in
the NUBI Common Stock.

      4.04B     Suitability.  Each such CLL Shareholder has carefully considered
and  has, to the extent the  CLL Shareholder deems it necessary, discussed  with
the   CLL Shareholder's own professional legal, tax and financial advisers,  the
suitability  of  an  investment  in  the  NUBI  Common  Stock  for   the     CLL
Shareholder's  particular tax and financial situation, and the  CLL  Shareholder
has  determined  that the  NUBI Shares are a suitable investment  for  the   CLL
Shareholder.

      4.05B     Ability to Bear Risk of Loss.  Each such CLL Shareholder has  no
need for liquidity in its investment in the NUBI Common Stock and is financially
able  to hold the NUBI Common Stock subject to restrictions on transfer  for  an
indefinite  period  of time.  Such  CLL Shareholder is capable  of  bearing  the
economic risk of losing the entire amount of its investment.

      4.06B     Private Offering.  The offer of the NUBI Common Stock to the CLL
Shareholder  was  directly  communicated to the CLL Shareholder  by  NUBI  after
extensive  negotiation of a business combination involving  NUBI  and  CLL,  and
without  any  general  solicitation or advertisement.  In  respect  of  any  CLL
Shareholder  not a CLL Shareholder, the offer of the NUBI Common Stock  will  be
directly communicated by the Principal Shareholders, and not by NUBI or  any  of
its representatives.

     4.07B     Truth and Accuracy.  All representations and warranties made by
the  CLL Shareholder are true and accurate as of the date hereof and shall be


                                14


true and accurate as of the date NUBI issues NUBI Common Stock to such  CLL
Shareholder to consummate the transaction contemplated by this Agreement.

     4.08B     Authority.  The CLL Shareholder has all requisite power,
authority and legal capacity and is competent to execute and deliver this
Agreement and has all requisite power, authority and legal capacity and is
competent to execute and deliver each of the other transaction documents to
which such CLL Shareholder is or is specified to be a party, perform its
obligations hereunder and thereunder and consummate the transactions
contemplated hereby and thereby.  This Agreement constitutes, and together with
all other transaction documents to which the  CLL Shareholder is a party which,
when executed and delivered by such  CLL Shareholder, will constitute, legal,
valid and binding obligations of such  CLL Shareholder, enforceable against such
CLL Shareholder in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium
laws and other laws of general application affecting the enforcement of
creditors' rights generally.  In the event that such CLL Shareholder is not a
natural person, such  CLL Shareholder is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, and the
individual executing and delivering this Agreement on behalf of such CLL
Shareholder has been duly authorized to execute and deliver this Agreement on
behalf of the  CLL Shareholder, the signature of such individual is binding upon
the  CLL Shareholder, and the  CLL Shareholder was not formed for the specific
purpose of acquiring the NUBI Common Stock.

     4.09B     No Violation.  The execution and delivery of this Agreement and
the consummation of the transactions or performance of the obligations
contemplated by this Agreement do not and will not violate any term of the CLL
Shareholder's organizational documents, if applicable, and will not result in a
breach or default under any statute or agreement to which or by which the CLL
Shareholder is bound.

     4.10B     Reliance on Own Advisers.  In connection with the CLL
Shareholder's investment in the NUBI Common Stock, the  CLL Shareholder has not
relied upon NUBI or its advisers for legal or tax advice, and has, if desired,
in all cases sought the advice of the  CLL Shareholder's own legal counsel and
tax advisers.

      4.11B      Restrictions  on Transfer.     The CLL Shareholder  understands
that the offer and sale of the NUBI Common Stock to the CLL Shareholder has  not
been  registered  or  qualified  under the Securities  Act,  or  any  applicable
securities   laws  of  any  foreign,  federal,  provincial,   state   or   local
jurisdictions. The CLL Shareholder may not offer, sell or otherwise transfer the
NUBI  Common  Stock, or any interest in the NUBI Common Stock,  and  understands
that NUBI shall be required to refuse to register any such transfer, unless made
(i)  pursuant to registration under the Securities Act, or (ii) pursuant  to  an
available exemption from registration. The CLL Shareholder understands that NUBI
may require the CLL Shareholder to furnish an opinion of U.S. counsel reasonably
satisfactory to NUBI that the requirements of the preceding sentence  have  been
satisfied.  The  CLL  Shareholder acknowledges  and  agrees  that  NUBI  has  no


                                15


obligation to register the shares of NUBI Common Stock to be issued to  the  CLL
Shareholder upon consummation of the transactions contemplated by this Agreement
except as provided in Section 14.17 of this Agreement.

     4.12B     Restrictive Legend.   A restrictive legend, substantially in the
following form, will be placed on each certificate representing the shares of
NUBI Common Stock issued to the CLL Shareholder by NUBI upon consummation of the
transactions contemplated by this Agreement:

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES LAWS ("STATE LAWS") OR ANY SECURITIES LAWS OF ANY OTHER
JURISDICTION, INCLUDING, WITHOUT LIMITATION, ANY JURISDICTIONS OUTSIDE OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT COVERING THE SECURITIES, OR (2) UPON DELIVERY TO THE ISSUER  OF
AN OPINION OF U.S. COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT THE
SECURITIES MAY BE TRANSFERRED WITHOUT REGISTRATION PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION WHICH IS IN COMPLIANCE WITH THE SECURITIES ACT.

     4.13B     Accredited Investor; U.S. Person.  The CLL Shareholder is either
(1) an "accredited investor within the meaning of Rule 501 under the Securities
Act or (2) the CLL Shareholder is a not a "U.S. person" within the meaning of
Rule 903 and the offering of NUBI Common Stock to such CLL Shareholder is exempt
from registration under U.S. securities laws pursuant to Regulation S under the
Securities Act.

     4.14B.    Reliance.  The CLL Shareholder acknowledges and understands that
NUBI and its officers, directors, employees, representatives and agents are
relying upon the accuracy of the CLL Shareholder's representations and
warranties in this Agreement to establish compliance with applicable securities
laws.  The  CLL Shareholder agrees to indemnify and hold harmless NUBI and its
officers, directors, employees, representatives and agents against all losses,
claims, costs, expenses and damages or liabilities which they may suffer or
incur caused or arising from their reliance on such representations and
warranties.

                         ARTICLE FOUR-C

     CLL hereby represents and warrants to NUBI as of the date hereof and as of
the Closing Date, as follows, each of such representations and warranties being
true and correct except as expressly set forth in the Disclosure Schedule
delivered by CLL to NUBI within fourteen (14) calendar days after the execution
and delivery of this Agreement, and which is specifically deemed a part of, and
incorporated by reference in, this Agreement (including, without limitation, all
Schedules included in the Disclosure Schedule) (such Disclosure Schedule being



                                16


sometimes hereafter referred to as the "CLL Disclosure Schedule"), provided,
that it is understood and agreed that NUBI is not required to undertake any
independent investigation to determine the truth, accuracy, and completeness of
the representations and warranties made by CLL in this Agreement, and that no
due diligence investigation undertaken by NUBI shall in any way be deemed to
ascribe any knowledge to NUBI different from, or in addition to, the following
representations and warranties made to NUBI, or to reduce, affect, or eliminate
NUBI's complete reliance upon such representations and warranties:

      4.01C      Organization  and Good Standing.  CLL  is  a  corporation  duly
organized, validly existing and in good standing under the laws of the  Republic
of  France and has all requisite corporate power and authority to own  or  lease
its  assets as now owned or leased by it and to otherwise conduct its  business.
All corporate proceedings required by law or by the provisions of this Agreement
to  be  taken  by  CLL  on  or before the Closing Date in  connection  with  the
execution  and  delivery  of  this  Agreement  and  the  consummation   of   the
transactions  contemplated by this Agreement have  been  or  will  be  duly  and
validly taken.

      4.02C      Due Authorization.  CLL has all requisite power, authority  and
legal  capacity and is competent to execute and deliver this Agreement  and  CLL
has  all  requisite  power, authority and legal capacity  and  is  competent  to
execute and deliver each of the other transaction documents to which it is or is
specified  to  be a party, perform its obligations hereunder and thereunder  and
consummate  the  transactions contemplated hereby and thereby.   This  Agreement
constitutes, and, together with all other transaction documents to which CLL  is
a party which, when executed and delivered by CLL, will constitute, legal, valid
and binding obligations of CLL, enforceable against CLL in accordance with their
respective  terms, subject to applicable bankruptcy, insolvency, reorganization,
fraudulent  conveyance and moratorium laws and other laws of general application
affecting  the  enforcement of creditors' rights generally.  The  execution  and
delivery by CLL of this Agreement and each of the other transaction documents to
which  it is, or is specified to be, a party, and the consummation of the  stock
exchange  and other transactions contemplated hereby and thereby have been  duly
or will be authorized by all necessary action (corporate and other) of CLL.

                          ARTICLE FIVE

      NUBI  represents and warrants (i) to each of the  CLL Shareholders who  is
either a Principal Shareholder or who executes and delivers a Purchase and  Sale
Agreement and tenders such CLL Shareholder's shares of CLL Common Shares to NUBI
at Closing in consideration for shares of NUBI Common Stock, and (ii) to CLL, in
each case as of the date hereof and as of the Closing Date, as follows, each  of
such  representations and warranties being true and correct except as  expressly
set  forth  in  the  Disclosure Schedule delivered  by  NUBI  to  the  Principal
Shareholders within fourteen (14) calendar days after the execution and delivery
of  this Agreement, and which is specifically deemed a part of, and incorporated
by  reference  in, this Agreement (including, without limitation, all  Schedules
included  in the Disclosure Schedule) (such Disclosure Schedule being  sometimes
hereafter referred to as the "NUBI Disclosure Schedule"), provided, that  it  is
understood  and  agreed  that neither the Principal  Shareholders  nor  CLL  are



                                17


required  to  undertake any independent investigation to  determine  the  truth,
accuracy, and completeness of the representations and warranties made by NUBI in
this  Agreement,  and  that  no due diligence investigation  undertaken  by  the
Principal  Shareholders  or  CLL shall in any  way  be  deemed  to  ascribe  any
knowledge  to  any  of  them different from, or in addition  to,  the  following
representations and warranties made to them, or to reduce, affect, or  eliminate
their complete reliance upon such representations and warranties:

      5.01  Organization,  Standing  and Power.   NUBI  is  a  corporation  duly
organized, validly existing and in good standing under the laws of the State  of
Utah  and  has all requisite corporate power and authority to own or  lease  its
assets  as  now owned or leased by it and to otherwise conduct its  business  it
presently  conducts  and presently plans to conduct.  All corporate  proceedings
required by law or by the provisions of this Agreement to be taken by NUBI on or
before  the Closing Date in connection with the execution and delivery  of  this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement have been or will be duly and validly taken.

       5.02   Due  Authorization.   This  Agreement  and  each  other  agreement
contemplated hereby to be executed in connection herewith by NUBI or  have  been
(or  upon  execution  will have been) duly executed and delivered  by  NUBI  and
constitute  (or  upon  execution  will  constitute)  legal,  valid  and  binding
obligations  of  NUBI  enforceable in accordance with  their  respective  terms,
except  as  limited  by  bankruptcy, insolvency, reorganization  or  other  laws
affecting generally the enforcement of creditors' rights.

      5.03 Agreement Not in Breach of Other Instruments.   Nubi's execution  and
delivery  of  this  Agreement by NUBI and its consummation of  the  transactions
contemplated  hereby  will  not result in a breach  of  any  of  the  terms  and
provisions  of,  or constitute a default under, or conflict with,  any  material
agreement, indenture or other instrument to which NUBI is a party or by which it
or its properties are bound.

      5.04  Status  of  Common  Stock.  Upon consummation  of  the  transactions
contemplated  by  this  Agreement, the NUBI Shares  to  be  issued  to  the  CLL
Shareholders,  when  issued  and delivered, will  be  duly  authorized,  validly
issued,  fully paid and non-assessable and shall be free of any and  all  liens,
claims or encumbrances.  The NUBI Shares are "restricted securities" within  the
meaning  of  applicable U.S. securities laws and are not registered  under  such
laws.  NUBI has no obligation to register those shares in the future  except  as
provided in Section 14.17 of this Agreement.

      5.05  No Bankruptcy.  Neither NUBI nor its assets are the subject  of  any
proceeding involving either a voluntary or an involuntary bankruptcy, insolvency
or receivership.

      5.06  Absence of Certain Changes.  Since December 31, 2002, there has  not
been  any  material  adverse  change  in  the  financial  condition,  assets  or
liabilities of NUBI, and NUBI has not:


                                18



           (a)   Engaged in any material transaction outside the ordinary course
of business;

           (b)   Made any capital expenditures other than in the ordinary course
of business;

           (c)  Paid, loaned or advanced (other than the payment of salaries  or
reimbursement of expenses in the ordinary course of business) any amounts to, or
sold,  transferred  or leased any properties or assets to or  entered  into  any
other transactions with any of its officers or directors, any of its affiliates,
or any officer or director of its affiliates;

           (d)   Made  any  material  change in  any  method  of  accounting  or
accounting practice;

          (e)  Incurred any material indebtedness or leasehold expense in excess
of $5,000;

           (f)   Entered into any material guaranties or otherwise  incurred  or
suffered to exist any material contingent liabilities;

          (g)  Paid or declared any dividend or other distribution in respect of
its capital stock, or set aside any sums for the payment of any such dividend or
other distribution;

           (h)   Issued  or sold any shares of common stock or any other  equity
security, granted any stock option or warrant, or otherwise issued any  security
convertible into capital stock.

           (i)   Agreed,  whether in writing or otherwise,  to  do  any  of  the
foregoing;

           (j)  Suffered any labor trouble or any controversies with any of  its
employees;

           (k)  Suffered any damage, destruction or loss, whether or not covered
by insurance, materially adversely affecting the business or properties of NUBI;

          (l)   Received notice that any person or entity with which NUBI has  a
significant  business relationship intends to cancel or terminate such  business
relationship; or

          (m)   Increased the compensation payable or to become payable by  NUBI
to  any of its respective directors, officers, employees or agents, or any bonus
payments or arrangement made to or with any thereof.

      5.07  Contracts  and Commitments.  All agreements which materially  affect
NUBI,  to which NUBI is a party or by which NUBI or any of its property is bound
which  exist  as of the date of execution of this Agreement have been  filed  as
exhibits  to  documents filed by NUBI with the Commission under  the  Securities



                                19


Exchange  Act  of  1934  (collectively, the "Contracts")  except  as  previously
disclosed.   NUBI  is  not  in default with respect  to  any  material  term  or
condition  of  any such Contract, nor has any event occurred which  through  the
passage  of  time or the giving of notice, or both, would constitute  a  default
thereunder.

     5.08 Litigation.

           (a)   There is no action, suit or proceeding to which NUBI or any  of
NUBI's  officers  or directors is a party (either as a plaintiff  or  defendant)
pending  before  any court or governmental agency, authority  or  body,  or  any
arbitrator  or  arbitral body, which, if decided or concluded  adversely,  would
have  a materially adverse impact upon the operation by NUBI of its business  or
on  NUBI's ability to consummate the transactions contemplated herein, and  NUBI
has  no  knowledge that any such action, suit or proceeding has been  threatened
against NUBI;

           (b)  None of NUBI, its officers or its directors has been permanently
or  temporarily  enjoined  by any order, judgment or  decree  of  any  court  or
tribunal  or  any  other agency from engaging in or continuing  any  conduct  or
practice in connection with its business; and

           (c)  There is not in existence on the date hereof any order, judgment
or  decree  of any court or other tribunal or other agency or any arbitrator  or
arbitral  body, enjoining or requiring NUBI or any of its officers or  directors
to  take  any  action  of any kind with respect to its business,  properties  or
assets.

     5.09 Compliance with Law.

      (a)   NUBI  currently has no outstanding notice or notification  from  any
court  or  governmental  agency, authority or body that,  with  respect  to  the
operations of NUBI's business, it is in violation in any material respect of  or
not  in  substantial compliance with any federal, state or local laws, statutes,
ordinances, rules, regulations, decrees, orders, permits or other similar  items
(including,  but  not limited to, those related to employee  safety,  employment
discrimination and environmental protection or conservation) or  that  upon  the
passage  of time it will be in violation in any material respect of any  of  the
foregoing;

      (b)   The conduct of NUBI's business within the five-year period prior  to
the  date hereof has not been in violation of any federal, state or local  laws,
statutes,  ordinances,  rules, regulations, decrees, orders,  permits  or  other
similar  items (including, but not limited to, those related to employee safety,
employment discrimination and environmental protection or conversation) in force
on  the  date  hereof, the enforcement of which would materially  and  adversely
affect the condition (financial or otherwise), business or properties of NUBI;

      (c)   Neither NUBI nor any shareholder, officer, employee or agent of NUBI
has,  directly  or  indirectly, within the five year period prior  to  the  date
hereof  given  or  agreed to give any gift or similar benefit to  any  customer,
supplier, competitor or governmental employee or official or has engaged in  any


                                20


other  practice,  which in any such case would subject NUBI  to  any  damage  or
penalty in any civil, criminal or governmental litigation or proceeding or which
would  be  grounds  for  termination or modification of any  material  contract,
license or other instrument to which NUBI is a party; and

     (d)  All outstanding securities NUBI has issued (including all common stock
and securities convertible into or exercisable for common stock) were issued  in
compliance  with all applicable securities laws.  All of the outstanding  shares
of  NUBI  Common  Stock are, and any shares of NUBI Common Stock  issuable  upon
conversion  or  exercise  of any other security, when issued  pursuant  to  such
conversion or exercise will be, duly authorized, validly issued, fully paid  and
nonassessable  and  not  subject to preemptive rights created  by  statute,  the
charter documents of NUBI or any agreement to which NUBI is a party or is bound.

     5.10  Capitalization.  The authorized capital stock  of  NUBI  consists  of
50,000,000  shares of common stock, of which 10,069,300 shares  are  issued  and
outstanding  on the date hereof.  Such issued and outstanding shares  have  been
duly  and validly authorized and are fully paid and nonassessable. There are  no
other  shares  of capital stock of NUBI outstanding, authorized or reserved  for
issuance,  there are no outstanding options, warrants, or rights to purchase  or
acquire,  or  securities convertible into or exchangeable  for,  any  shares  of
capital  stock  of  NUBI,  and there are no contracts, commitments,  agreements,
understandings, arrangements or restrictions which require NUBI to  issue,  sell
or  deliver any shares of capital stock of NUBI.  Attached, as Schedule 5.10, is
a  list  of the stockholders of NUBI indicating the number of NUBI common shares
owned of record by them as of a recent date.

      5.11      Labor and Employment Matters.  NUBI has no collective bargaining
agreement, service or employment contract or other labor or employment agreement
or scheme to which NUBI is a party or by which NUBI is bound; no profit sharing,
deferred  compensation, bonus, stock option, stock purchase, pension,  retainer,
consulting,  retirement,  welfare or incentive plan,  contract,  arrangement  or
scheme  to  which  NUBI  is a party or by which NUBI  is  bound;  and  no  plan,
contract, arrangement or scheme under which fringe benefits (including, but  not
limited to, vacation plans or programs, sick leave plans or programs and related
benefits) are afforded to employees of NUBI.

     5.12 Taxes.  All tax returns required to be filed with respect to NUBI have
been  duly  filed and all taxes and other governmental charges as  reflected  on
such  tax  returns as being due and owing in respect of the properties,  income,
sales  and payrolls of NUBI have been duly paid.  There are no pending questions
with  governmental  agencies relating to, or claims or  assessments  for,  taxes
payable by NUBI, and NUBI has not given, and has not been requested to give, any
waivers  extending the statutory period of limitation applicable to  any  income
tax return for any period; and proper and accurate amounts have been withheld by
NUBI from its employees for all periods in full and complete compliance with the
tax withholding provisions of all applicable laws.



                                21



No  Tax Return of NUBI is currently under audit, examination, or dispute by  any
Taxing  Authority,  and  no  written  or unwritten  notice  of  such  an  audit,
examination  or dispute has been received by NUBI.  No material issues  relating
to  Taxes  have been raised in the last five years by any Taxing Authority  that
can  reasonably be expected to recur in a later taxable period.   No  deficiency
for any material amount of Taxes has been asserted or assessed or threatened  to
be  assessed by any Taxing Authority against NUBI. No Liens for Taxes exist with
respect to any assets or properties of NUBI.

     5.13 Environmental Compliance.  There have been no uses, disposals, burials
or  releases of Hazardous Materials (as defined) on any premises used in  NUBI's
business,  either before or after NUBI's occupancy of such premises,  except  in
substantial compliance with applicable laws.  For purposes of this Section 5.12,
the  term "Hazardous Materials" shall mean any substances defined as or included
in  the  definition  of "hazardous substances," "hazardous  wastes,"  "hazardous
materials,"  "toxic substances" and similar terms under any applicable  federal,
state  or  local laws or regulations.  The operations of NUBI at NUBI's premises
have  been  in material compliance with all applicable federal, state  or  local
environmental laws or regulations.  NUBI shall indemnify and hold  harmless  CLL
and  its  successors and assigns from and against any and all  claims,  demands,
damages,  actions,  penalties,  liabilities, causes  of  action  and  government
proceedings  of any kind or nature whatsoever, arising out of or in  any  manner
directly or indirectly connected with the presence prior to Closing of Hazardous
Materials  at such premises or the violation prior to Closing of any  applicable
federal,  state  or  local environmental laws or regulations at  such  premises,
including,  but  not limited to, any claims of indemnification  or  contribution
under any federal, state or local laws or regulations.

      5.14  Subsidiaries and Affiliates.  Except for its wholly owned subsidiary
Neuro  Acquisition  Corp and Neuro Bioscience Limited, NUBI  has  no  direct  or
indirect  equity  investment in any corporation, partnership, joint  venture  or
other business entity.

     5.15 Indebtedness to and from Officers, Directors and Stockholders.  Except
as  set  forth in the financial statements dated December 31, 2002 NUBI  is  not
indebted  to  any officer, director, stockholder, or affiliate of  NUBI  in  any
amount whatsoever except as disclosed in schedule 5.01.

      5.16  No Legal Bar.  NUBI is not prohibited by any order, writ, injunction
or   decree  of  any  body  of  competent  jurisdiction  from  consummating  the
transactions contemplated by this Agreement, and no such action or proceeding is
now,  or  at  the  Closing shall be, threatened or pending  against  NUBI  which
questions the validity of this Agreement or any of the transactions contemplated
hereby.

      5.17 Finder's Fees and Brokerage Fees.  NUBI has not had any dealings with
any  person,   which would entitle such person to any finder's fee or  brokerage
fees in connection with this Agreement or any transaction contemplated hereby.


                                22



      5.18 Other Information.  NUBI has disclosed or will, prior to the Closing,
disclose  to CLL all information requested by any Principal Shareholder  or  CLL
and known to NUBI (after reasonable investigation and inquiry) to be material to
the  condition (financial or otherwise), business or properties  of  NUBI.   The
information  concerning NUBI set forth in this Agreement,  in  the  NUBI  Annual
Report (including the audited financial statements contained therein (the  "NUBI
Financial Statements")), in any schedules hereto furnished by NUBI, and  in  any
other  document, statement or certificate furnished or to be furnished  to  NUBI
pursuant  hereto,  does  not  and will not contain any  untrue  statement  of  a
material  fact or omit to state a material fact required to be stated herein  or
therein  or  necessary  to  make the statements and facts  contained  herein  or
therein,  in  light of the circumstances in which they are made,  not  false  or
misleading.   All  information contained or referred to in the schedules  hereto
furnished  by  NUBI is accurate in all material respects and NUBI (after  having
made reasonable inquiry) is not aware of any other fact or matter, which renders
any  such information materially misleading.  Copies of all documents heretofore
or  hereafter delivered or made available to the Principal Shareholders  or  CLL
were  or will be complete and accurate copies of such documents on the date such
copies are delivered.

      5.19  NUBI Financial Statements.  The NUBI unaudited consolidated proforma
Financial  Statements  as filed with the SEC on Form 8K/A  fully  represent  the
financial  condition of NUBI at December 31, 2002 and the results of operations,
shareholders  equity and cash flows of NUBI for the periods  reported  on.   The
NUBI   Financial  Statements  comply  with  US  Generally  Accepted   Accounting
Principles  consistently  applied throughout the periods  and  at  as  the  date
reported on .

      5.20  Reporting  Company.   NUBI is a reporting company  registered  under
Section  12(g) of the Securities Exchange Act of 1934 and is in compliance  with
all laws, rules and regulations applicable to reporting companies generally.

      5.21  Securities Filings.  NUBI is current with respect  to  all  required
filings  with  state  and  federal  securities regulatory  authorities  and  the
contents of all such filings are complete and accurate in all material respects.

      5.22 OTC Bulletin Board.  NUBI's common stock is posted for trading on the
OTC Bulletin Board under the symbol "NUBI."

      5.23  Stop  Trade Orders.  There are no pending, and at the Closing  there
will  not  be  pending and there have never been any, stop trade  orders  issued
against  NUBI or any of its directors or officers or those of any affiliates  of
NUBI  by any securities regulatory authority whether in the United States or  in
any other jurisdiction.

      5.24  Regulatory  Investigations.   To  NUBI's  knowledge,  there  are  no
investigations or inquiries pending against NUBI or its directors or officers by
any  stock  exchange, securities regulatory authority, taxing authority  or  any
other governmental department or agency.



                                23



      5.25  Corporate  Records.   All  of the minute  books  and  corporate  and
financial records of NUBI are, or prior to the Closing will be, in all  material
respects, complete, up to date and accurate.

     5.26 Representations.  All representations and warranties of NUBI are true,
accurate and complete in all material respects as of the date hereof and will be
true,  accurate and complete as of the Closing as if made at such  time,  except
with  respect to the effect of transactions in the ordinary course  of  business
and transactions contemplated or permitted by this Agreement.  Any exception  to
a  representation or warranty of NUBI which is disclosed in any of the schedules
hereto furnished by NUBI shall be deemed to apply only to the representation  or
warranty   referenced  by  such  schedule,  and  shall  not,  unless   scheduled
separately,  be considered an exception to any other representation or  warranty
of NUBI in this Agreement.

      5.27 Government Approvals.  No governmental notices, filings, approvals or
consents   are   required  in  order  for  NUBI  to  complete  the  transactions
contemplated  by this Agreement except such as will have been made  or  obtained
prior to Closing.

      5.28 Required Consents.  No consent, waiver or other authorization of  any
third  party (including, without limitation, any third party to a real  property
lease,  equipment lease, contract, license, permit or other instrument to  which
NUBI  is  a party or by which NUBI is bound) is required to the consummation  of
the transactions contemplated by this Agreement.

     5.29  No  Assets  Owned  by Affiliates. There are no  material  properties,
tangible  or  intangible, owned, directly or indirectly,  by  any  of  the  NUBI
Shareholders, or any officer or director of NUBI, or any affiliate  or  relative
of  any of them, which have been used in the normal day-to-day operations of the
Business any time since January 1, 2000.

    5.30  Licenses  and Permits.  Schedule 5.31 lists all licenses  ("Licenses")
and permits ("Permits") held by NUBI and its subsidiaries, if any, in connection
with  the operation of their business as currently conducted or to the occupancy
and  use  of the premises upon which their business is conducted.  No breach  of
any  such  License or Permit currently exists, nor has any event occurred  which
through the passage of time or the giving of notice, or both, would constitute a
breach thereunder.


    5.31   Proprietary  Rights.   Schedule  5.31  lists  all   patents,   patent
applications, trademarks, trade names, service marks, copyrights, patent rights,
trademark  registrations, trademark applications, business names,  brand  names,
copyright  registrations,  designs,  design registrations,  rights  to  computer
software  or  any  rights to any of the foregoing ("Intellectual  Property")  of
which NUBI is the owner, licensee or licensor (other than commercially-available
computer  software  and similar property), and indicates  whether  NUBI  is  the
owner, the licensee or the licensor of such Intellectual Property and, if it  is
the  licensee or licensor, the identity of the other party to the agreement, the
scope  of the rights licensed, and the term of the agreement.  Neither the stock
exchange  nor the other transactions to be consummated at closing will  conflict



                                24


with,   or  impair such rights. NUBI conducts its business without  conflict  or
infringement of any legitimate Intellectual Property claimed or held by  others.
To  the  knowledge of NUBI, no third party conflicts with or infringes upon  any
Intellectual Property owned or licensed by or licensed to NUBI.

      5.32  Related Party Transactions.  All references to NUBI in this  Section
5.32 shall be deemed to refer to both NUBI and its subsidiaries, if any.  Except
as  identified  on  Schedule  5.32, no officer or  director,  in  such  person's
capacity  as such, or, to the knowledge of NUBI, any NUBI Shareholder,  nor  any
affiliate or relative of any such officer, director or NUBI Shareholder, now has
or  within  the  last three (3) years has had, either directly or indirectly,  a
material interest in any contract, agreement or commitment to which NUBI  is  or
was  a party, or under which NUBI is or was obligated or bound, or to which  any
of  NUBI's  properties may be or may have been subject, other than any contract,
agreement  or  commitment between NUBI and such persons in their  capacities  as
employees, officers or directors of NUBI.

     5.33 Corporate Name.  NUBI has not received any written or unwritten notice
of  conflict during the past five (5) years with respect to the rights of others
regarding  the corporate names of NUBI, and has the exclusive right to  use  its
name  as  the  name  of a corporation in the jurisdictions  in  which  NUBI  has
operations. No Person is presently authorized by NUBI to use the name of NUBI.


                          ARTICLE SIX

      All references to CLL in this Article shall be deemed to refer to both CLL
and  its subsidiaries, if any, except where the context requires otherwise.  The
Principal  Shareholders,  jointly  and severally,  hereby  covenant  and  agree,
between the date hereof and the Closing, as follows, for each of themselves  and
also to cause CLL to abide by the following covenants and agreements:

     6.01 Conduct of Business.  CLL shall conduct the operations of its Business
only in the ordinary course and in a manner consistent with  its prior practices
and which would not result, or would not reasonably be expected to result, in  a
material  adverse  change  to  CLL's  business,  assets,  operations,  condition
(financial  or  otherwise), or prospects.  CLL shall use reasonable  efforts  to
preserve  the  goodwill of its customers and others with whom  it  has  business
relations.   Except as otherwise contemplated by this Agreement or consented  to
by  NUBI  in  writing  in advance, between the date of this  Agreement  and  the
Closing, CLL shall not:

          (a)  Engage in any material transaction outside the ordinary course of
business;

           (b)   Make any capital expenditures other than in the ordinary course
of business;

           (c)   Enter into any material guaranties or otherwise incur or suffer
to exist any material contingent liabilities;



                                25



           (d)   Enter  into  any  material  new  indebtedness,  or  cancel  any
indebtedness due it, except upon full payment thereof;

           (e)   Make any payment of dividends or other unusual distribution  of
cash  or assets to shareholders or employees, including repayment of outstanding
indebtedness;

           (f)   Make  any  material  change in  any  method  of  accounting  or
accounting practice;

           (g)   Enter  into  or  engage in any transaction  with  any  officer,
director,  shareholder,  or affiliate, except for the payment  of  salaries  and
other activities in the ordinary course of business;

           (h)  Fail to pay when due, or fail to maintain a reserve adequate for
the payment when due of, any applicable local, provincial or federal taxes;

           (i)   Issue or sell any common shares or other equity security, grant
any  stock  option or warrant, or otherwise issue any security convertible  into
capital stock;

           (j)   Take any other action which would render any representation  or
warranty of CLL herein inaccurate as of the date such action is taken; or

           (k)   Agree,  whether  in writing or otherwise,  to  do  any  of  the
foregoing.

      6.02  Fulfillment  of  Conditions and Covenants.  None  of  the  Principal
Shareholders  shall, nor shall any of them permit CLL to, voluntarily  undertake
any  course of action inconsistent with the satisfaction of the requirements  or
conditions  applicable to such Person as set forth in this Agreement  and  shall
promptly do all acts and take all such steps as are necessary or appropriate  to
enable performance as early as possible the obligations herein provided.

      6.03 Status of Assets.  CLL's title to its assets shall be maintained  and
preserved  at all times from the date hereof until completion of the Closing  in
material  accordance with the representations and warranties set forth  in  this
Agreement.

      6.04  Access  to  Information.   Upon reasonable  notice  from  NUBI,  the
Principal   Shareholders  shall,  or  shall  cause  CLL  to,  deliver   to   the
representatives  of  NUBI, or grant such representatives  access  during  normal
business  hours to, the books, records and financial statements of CLL  and  the
officers,  employees  and accountants of CLL to make such reviews,  examinations
and investigations thereof as NUBI deems necessary.

      6.05  Financial Records and Unaudited Financial Statements.  The Principal
Shareholders  shall cause CLL to accurately maintain its books and  records  and


                                26


promptly  advise NUBI in writing of any material adverse change in the condition
(financial or otherwise), assets, liabilities, earnings, or Business of CLL.

      6.06 Audited Financial Statements.  The Principal Shareholders shall cause
CLL  to complete an audit of the financial statements of CLL in conformance with
the  requirements  of  Form 8-K (items 2 and 7) and other applicable  rules  and
regulations  of  the U.S. Securities and Exchange Commission (the "Commission").
Such  audit  shall  be completed in adequate time for NUBI to  timely  file  the
audited  financial  statements of CLL, together  with  all  required  pro  forma
financial  statements,  with  the Commission  on  Form  8-K,  i.e.,  within  the
prescribed time period after the Effective Time.

      6.08  Transfer of Licenses, Permits and Authorizations.  Between the  date
hereof  and the Closing, the Principal Shareholders shall cause CLL, if required
by  applicable  law  or  regulations, at its cost, to obtain  new  Licenses  and
Permits  or  transfers of existing Licenses and Permits and any governmental  or
other   consents  or  authorizations  required  for  the  consummation  of   the
Acquisition  and the conduct of CLL's Business following the Closing;  provided,
however,  that the terms and conditions of such new or transferred Licenses  and
Permits shall not be less favorable than those terms and conditions to which CLL
is currently subject.

      6.09  Employees.  Between the date hereof and the Closing,  the  Principal
Shareholders shall cause CLL to use its best efforts to ensure that all  of  the
key employees of CLL shall remain as employees of CLL.

      6.10  Agreement with Respect to Other Regulatory Filings.   The  Principal
Shareholders  shall,  and  shall  cause CLL  to,  cooperate  with  NUBI  in  the
preparation  of  any  document or other material  that may be  required  by  any
governmental  agency  as  a predicate to or result of  the  transactions  herein
contemplated.

      6.11  Solicitation of Inquiries.  From the date hereof to the  earlier  to
occur  of (i) the Closing or (ii) the termination of this Agreement pursuant  to
Article  Ten  hereof (which period shall be referred to herein as  the  "No-Shop
Period"),  neither the Principal Shareholders shall not, nor shall the Principal
Shareholders  permit  CLL  or  any  of  the  directors,  employees,  agents   or
representatives of any of the Principal Shareholders or CLL, without  the  prior
written  consent of NUBI, to solicit from any other Person, firm or  corporation
any  inquiry  or  proposal  relating,  directly  or  indirectly,  to  a  merger,
consolidation, amalgamation, purchase or sale of assets, or other disposition of
assets  or  property  or  a  material interest  therein,  sale  or  exchange  of
securities  or  similar transaction involving CLL, other than  in  the  ordinary
course  of  business, nor shall they deliver to any other person any information
concerning  CLL or its business, financial affairs or prospects for the  purpose
or  with  the  intent  of  permitting such person  or  entity  to  evaluate  the
possibility of such a transaction involving CLL.

      6.12  Purchase  and  Sale  Agreements.  Within five  (5)  days  after  the
execution  and  delivery of this Agreement,   the Principal  Shareholders  shall
distribute to each of the CLL Shareholders who is not a Principal Shareholder  a
Purchase  and  Sale Agreement satisfactory to NUBI in form and in  substance  to



                                27


make the offer to acquire CLL Common Stock to those CLL Shareholders who are not
Principal  Shareholders, and the Principal Shareholders shall  otherwise  comply
with the requirements of any pre-emptive rights or cooling off period or similar
arrangements in any agreement among or applicable to CLL Shareholders.

      6.13 Public Announcements.  Except as required by any applicable law, rule
or  regulation, prior to the Closing, the Principal Shareholders shall not,  nor
shall  any  of them permit CLL to issue any press release or otherwise  make  or
permit  to  be made any public statement with respect to this Agreement  or  the
transactions contemplated by this Agreement without the prior written consent of
NUBI.

      6.14 Appointment of Additional Director.  The person to be appointed as an
additional  NUBI  Director at the Effective Time shall  adopt  the  New  Officer
Resolutions  and  shall deliver an original signed copy of such  resolutions  to
NUBI in connection with the Closing.

                         ARTICLE SEVEN

      NUBI hereby covenants and agrees, between the date hereof and the date  of
Closing, as follows:

      7.01  Fulfillment of Conditions and Covenants.  NUBI shall not voluntarily
undertake  any  course  of  action inconsistent with  the  satisfaction  of  the
requirements and conditions applicable to it as set forth in this Agreement, and
NUBI  shall promptly do all acts and take all such measures as may be  necessary
or  appropriate  to  enable it to perform as early as possible  the  obligations
herein provided.

      7.02  Access  to Information.  Upon reasonable notice from  the  Principal
Shareholders,  NUBI  shall  deliver  to the  representatives  of  the  Principal
Shareholders, or grant such representatives access during normal business  hours
to,  the  books, records and financial statements of NUBI to make such  reviews,
examinations  and  investigations  thereof as the  Principal  Shareholders  deem
reasonably necessary.

      7.03  Compliance with Applicable Securities Laws.  NUBI agrees to use  its
best  efforts  to comply with all applicable securities laws in connection  with
the  offer and sale of the NUBI Shares to the CLL Shareholders and will pay  all
expenses incident thereto.

      7.04  Resignations of Existing Officers.  The board of directors  of  NUBI
shall  obtain written resignations of each of the existing officers of NUBI,  if
any, who will not continue to be officers of NUBI after the Effective Time,  and
shall deliver them to CLL at the Closing.

     7.05 Appointment of Additional New Director and New Officers.  The board of
directors  of  NUBI  shall  adopt the New Director Resolutions  (as  defined  in
Section  3.03) to add a Director to its Board of Directors and the  New  Officer
Resolutions (as defined in Section 3.04) and shall deliver certified  copies  of
such resolutions to  the Principal Shareholders at the Closing.



                                28



      7.06  Conduct  of  Business.   NUBI shall conduct the  operations  of  its
business only in the ordinary course.  Except as otherwise contemplated by  this
Agreement or consented to by  the Principal Shareholders in writing, between the
date of this Agreement and the Closing, NUBI shall not:

          (a)  Engage in any material transaction outside the ordinary course of
business;

           (b)   Make any capital expenditures other than in the ordinary course
of business;

           (c)   Enter into any material guaranties or otherwise incur or suffer
to exist any material contingent liabilities;

           (d)   Enter  into  any  material  new  indebtedness,  or  cancel  any
indebtedness due it except upon full payment thereof;

           (e)   Make any payment of dividends or other distribution of cash  or
assets   to  stockholders  or  employees,  including  repayment  of  outstanding
indebtedness;

           (f)   Make  any  material  change in  any  method  of  accounting  or
accounting practice not required by law;

           (g)   Enter  into  or  engage in any transaction  with  any  officer,
director, shareholder or affiliate, except for the payment of salaries and other
activities in the ordinary course of business;

           (h)  Fail to pay when due, or fail to maintain a reserve adequate for
the payment when due of, any applicable local, state or federal taxes;

           (i)   Issue  or  sell  any shares of common  stock  or  other  equity
security,  grant  any stock option or warrant, or otherwise issue  any  security
convertible into capital stock;

           (j)   Take any other action which would render any representation  or
warranty of NUBI herein inaccurate as of the date such action is taken; or

           (k)   Agree,  whether  in writing or otherwise,  to  do  any  of  the
foregoing.

      7.07  Financial  Records.  NUBI shall accurately maintain  its  books  and
records  according  to  US Generally Accepted Accounting  Principles  and  shall
promptly  advise CLL in writing of any material adverse change in the  condition
(financial or otherwise), assets, liabilities or business of NUBI.


                                29



      7.08 Agreement with Respect to Other Regulatory Filings.  NUBI agrees that
it  shall cooperate with  the Principal Shareholders in the preparation  of  any
document or other material  that may be required by any governmental agency as a
predicate to or result of the transactions herein contemplated.

      7.09  Solicitation  of  Inquiries.  Unless  otherwise  permitted  by  this
Agreement,  during the No-Shop Period (as defined in Section 6.11) neither  NUBI
nor its directors, employees, agents or representatives shall, without the prior
written  consent of CLL, solicit from any other person, firm or corporation  any
inquiry   or   proposal  relating  to  a  merger,  consolidation,  amalgamation,
arrangement,  purchase, or  sale of assets, exchange of  securities  or  similar
transaction  involving NUBI, other than in the ordinary course of business,  nor
shall  they deliver to any other person any information concerning NUBI  or  its
business,  financial affairs or prospects for the purpose or with the intent  of
permitting  such  person  or  entity  to evaluate  the  possibility  of  such  a
transaction involving NUBI.

      7.10 Public Announcements.  Except as required by any applicable law, rule
or  regulation, prior to the Closing NUBI shall not issue or permit to be issued
any  press  release or otherwise make or permit to be made any public  statement
with  respect  to  the transactions contemplated by this Agreement  without  the
prior  written consent of the Principal Shareholders, except as may be  required
by applicable securities laws.

                         ARTICLE EIGHT

      The  obligations of the Principal Shareholders and CLL contemplated herein
are  subject  to  the  satisfaction, at or before the Closing,  of  all  of  the
conditions  set  out  in this Article.  If any such condition is not  satisfied,
the  Principal  Shareholders have the right, at their sole election,  either  to
waive  the  condition  in  question and proceed with  the  Closing  or,  in  the
alternative, to terminate this Agreement without liability.  In the  event  that
the  Principal Shareholders elect to waive the condition in question and proceed
with  the  Closing,  the  condition in question shall be  deemed  to  have  been
satisfied and shall have no further force or effect hereunder in the absence  of
any misrepresentation of NUBI to the Principal Shareholders with respect to such
condition.


     8.01 Accuracy of and Certificate as to Representations and Warranties.  The
representations and warranties of NUBI contained herein and in all documents  to
be  delivered pursuant hereto shall be true and correct in all material respects
as of the Closing, as if made at such time, and the Principal Shareholders shall
have received from NUBI a certificate, dated as of the Closing and signed by  an
executive  officer  of  NUBI,  certifying  that  all  such  representations  and
warranties of NUBI remain true and correct as of the Closing.

      8.02 Compliance with Covenants.  NUBI shall have performed and complied in
all material respects with all covenants, agreements and conditions required  by
this Agreement to be performed or satisfied by NUBI.



                                30



      8.03  Action/Proceeding.  No court shall have issued  an  order  effective
against a party to restrain or prohibit the transactions herein contemplated.

     8.04 Consents.  The Principal Shareholders shall have obtained all required
consents  from  the  parties from whom consent is required,  as  listed  on  the
Disclosure  Schedule,  and from any other third party  (including  any  foreign,
federal, provincial or local governmental agency or instrumentality) as  may  be
necessary or appropriate in connection with the execution and delivery  of  this
Agreement,  or to the consummation of the transactions contemplated hereby,  and
the  Principal Shareholders shall have obtained documentation or other  evidence
confirming same.

      8.05  Compliance  with Law.  There shall have been obtained  any  and  all
permits,  approvals and consents of all governmental bodies  or  agencies  which
counsel  for   the  Principal  Shareholders may  reasonably  deem  necessary  or
appropriate  so  that  consummation  of the transactions  contemplated  by  this
Agreement will be in compliance in all material respects with applicable laws.

     8.06 Opinion of Counsel for NUBI.   CLL Shareholders shall have received an
opinion of counsel  of NUBI, dated as of the Closing, which is addressed to  the
applicable  CLL Shareholders who elect to sell their shares of CLL Common  Stock
to  NUBI pursuant to this Agreement, and is reasonably satisfactory in form  and
substance  to  the Principal Shareholders and their counsel.  In  rendering  its
opinion,  counsel for NUBI may rely upon certificates of officers  of  NUBI  and
certificates of governmental authorities as to factual matters.

      8.07  Delivery of Resolutions.  The board of directors of NUBI shall  have
adopted  the New Director Resolutions (as defined in Section 3.03) and  the  New
Officer  Resolutions  (as  defined in Section 3.04)  and  shall  have  delivered
certified copies of such resolutions to CLL at the Closing.

     8.08 Delivery of NUBI Shares.  At the Closing the certificates representing
the  applicable  number  of NUBI Shares shall have been  delivered  to  the  CLL
Shareholders in accordance with Articles 1 and 2 of this Agreement.

      8.09  Other  Information.  The Principal Shareholders shall have  received
such  other certificates, opinions and other documents as it or its counsel  may
reasonably require in order to consummate the transactions contemplated  hereby,
all of which shall be in form and substance satisfactory to it and its counsel.

      8.10  Adverse Change.   NUBI shall provide a certificate to the  Principal
Shareholders  which states that: (i ) no material adverse change  in  NUBI,  its
condition  (financial  or  otherwise), or its business,  assets  or  results  of
operations, or which materially impairs NUBI's ability to conduct its  Business,
shall  have occurred other than for changes which occur from the fact that  NUBI
has entered into this Agreement with the Principal Shareholders; (ii) NUBI shall
not have suffered any material change, loss or damage, whether or not covered by



                                31


insurance, since the date of execution of this Agreement, which change, loss  or
damage  materially  affects  or  impairs the ability  of  NUBI  to  conduct  its
Business; and, (iii) without limitation of the foregoing, there shall  not  have
occurred  any destruction of or damage or loss to all or any part of the  assets
of  NUBI from any cause whatsoever, including, but not limited to, fire,  flood,
accident,  acts  of  God,  earthquake, insurrection, riot  or  any  other  cause
commonly  referred to as force majeure, which destruction, damage or loss  shall
not have been fully repaired to the Principal Shareholders's satisfaction.

      8.11  Corporate Authorization.  NUBI shall have delivered to the Principal
Shareholders certified copies of all appropriate resolutions of NUBI's board  of
directors authorizing the transactions contemplated by this Agreement.

      8.12  Certificate of Status.  NUBI shall have delivered to  the  Principal
Shareholders a certificate of good standing and a tax clearance certificate from
the  Utah  Secretary of State with respect to NUBI dated not more than ten  (10)
days prior to the Closing.

      8.13  Incumbency Certificate.  NUBI shall have delivered to the  Principal
Shareholders a certificate of incumbency with respect to those persons  who  are
the directors and officers of NUBI at the time of the Closing.

                          ARTICLE NINE

       The   obligations  of  NUBI  contemplated  herein  are  subject  to   the
satisfaction, at or before the Closing, of all of the conditions set out  herein
below.   If  any such condition is not satisfied, NUBI shall have the right,  at
its  sole  election, either to waive the condition in question and proceed  with
the  Closing  or,  in  the  alternative, to  terminate  this  Agreement  without
liability.  In the event that NUBI elects to waive the condition in question and
proceed with the Closing, the condition in question shall be deemed to have been
satisfied and shall have no further force or effect hereunder in the absence  of
any  misrepresentation of any Principal Shareholder or CLL to NUBI with  respect
to such condition.

     9.01 Accuracy of and Certificate as to Representations and Warranties.  The
representations  and  warranties  of  the  Principal  Shareholders  and  of  CLL
contained herein and in all documents to be delivered pursuant hereto  shall  be
true  and correct in all material respects as of the Closing, as if made at such
time, and NUBI shall have received from the Principal Shareholders and from  CLL
a  certificate, dated as of the Closing and signed by each Principal Shareholder
and  by  an  authorized officer of CLL, certifying that all such representations
and warranties remain true and correct as of the Closing.

      9.02  Compliance with Covenants.  Each Principal Shareholder and CLL shall
have  performed  and  complied  in all material  respects  with  all  covenants,
agreements  and  conditions  required by  this  Agreement  to  be  performed  or
satisfied by such Person.



                                32



      9.03  Action/Proceeding.  No court shall have issued  an  order  effective
against a party to restrain or prohibit the transactions herein contemplated.

      9.04  Consents.   CLL shall have obtained all required consents  from  the
parties from whom consent is required, and from any other third party (including
any  foreign,  federal,  provincial,  stare  or  local  governmental  agency  or
instrumentality)  as  may be necessary or appropriate  in  connection  with  the
execution  and  delivery  of  this Agreement, or  to  the  consummation  of  the
transactions  contemplated  hereby,  and  NUBI  shall  have  obtained  from  the
Principal  Shareholders and from CLL documentation or other evidence  confirming
same.

      9.05  Compliance  with Law.  There shall have been obtained  any  and  all
permits,  approvals and consents of all governmental bodies  or  agencies  which
counsel  for  NUBI  may  reasonably  deem  necessary  or  appropriate  so   that
consummation  of  the  transactions contemplated by this Agreement  will  be  in
compliance in all material respects with applicable laws.

      9.06  Purchase and Sale Agreements.  NUBI shall have received  a  properly
executed Purchase and Sale Agreement from each of the CLL Shareholders  who  are
elect  to tender CLL Common Shares to NUBI in consideration for shares  of  NUBI
Common Stock on the terms and conditions of this Agreement and such Purchase and
Sale Agreement.

      9.07  Opinion of Counsel for the Principal Shareholders.  NUBI shall  have
received  an opinion from counsel to the Principal Shareholders, which is  dated
as  of the Closing and is reasonably satisfactory in form and substance to  NUBI
and  its  counsel.   In rendering its opinion, counsel for  CLL  may  rely  upon
certificates of officers of CLL and certificates of governmental authorities  as
to factual matters.

      9.08 Other Information.  NUBI shall have received such other certificates,
opinions  and  other  documents as it or its counsel may reasonably  require  in
order to consummate the transactions contemplated hereby, all of which shall  be
in form and substance satisfactory to it and its counsel.

      9.09  Adverse  Change.  The Principal Shareholders each  shall  provide  a
certificate to NUBI which states that: (i ) no material adverse change  in  CLL,
its  condition (financial or otherwise), or its business, assets or  results  of
operations,  or which materially impairs CLL's ability to conduct its  Business,
shall  have occurred other than for changes which occur from the fact  that  CLL
has  entered into this Agreement with NUBI; (ii) CLL shall not have suffered any
material change, loss or damage, whether or not covered by insurance, since  the
date  of  execution  of this Agreement, which change, loss or damage  materially
affects  or  impairs  the  ability of CLL to conduct its  Business;  and,  (iii)
without  limitation  of  the  foregoing,  there  shall  not  have  occurred  any
destruction  of or damage or loss to all or any part of the assets of  CLL  from
any cause whatsoever, including, but not limited to, fire, flood, accident, acts
of  God, earthquake, insurrection, riot or any other cause commonly referred  to
as  force  majeure, which destruction, damage or loss shall not have been  fully
repaired to NUBI's satisfaction.


                                33


      9.10  Corporate  Authorization.   The Principal  Shareholders  shall  have
delivered to NUBI certified copies of all appropriate resolutions of CLL's board
of directors authorizing the transactions contemplated by this Agreement.

      9.11 Certificate of Good Standing.  The Principal Shareholders shall  have
delivered  to  NUBI  a  certificate of good standing  from  the  relevant  local
authority with respect to CLL and its subsidiaries, if any, dated not more  than
ten  (10) days prior to the Closing, together with confirmation of good standing
on the date of Closing.

      9.12 Transfer and Delivery of CLL Shares.  At the closing the certificates
representing  all  of  the  shares  of CLL  Common  Stock  of  the  selling  CLL
Shareholders  (including, without limitation, all of the outstanding  shares  of
CLL  Common  Stock  owned by the Principal Shareholders, representing  at  least
74.013% of the outstanding shares of CLL Common Stock) shall have been delivered
to  NUBI  in  accordance with Article 1 and 2 of this Agreement, in  appropriate
form  and  with appropriate notations and stamps and endorsements,  if  any  are
required, for transfer of ownership to NUBI.

      9.13  Incumbency  Certificate.   The  Principal  Shareholders  shall  have
delivered to NUBI a certificate of incumbency with respect to those persons  who
are  the directors and officers of CLL and with respect to those persons who are
directors  and  officers of any Principal Shareholder (or other CLL  Shareholder
who  elects  to  sell shares of CLL Common Stock to NUBI) who  are  not  natural
persons, at the time of the Closing.

                                   ARTICLE TEN

       10.01      Termination.   This  Agreement  may  be  terminated  and   the
Acquisition   abandoned  (notwithstanding  any  shareholder  approval   of   the
Acquisition) prior to the Effective Time:

           (a)   by either NUBI, on the one hand, or the Principal Shareholders,
on  the other hand, if either one has not received from the other the Disclosure
Schedules and Exhibits required to be delivered within fourteen (14) days of the
execution  and  delivery of this Agreement, or if, within five  (5)  days  after
receipt of such Disclosure Schedules and Exhibits, it should determine that  the
Disclosure Schedules and Exhibits so received are unacceptable;

           (b)   by  mutual  written consent of NUBI, on the one  hand,  or  the
Principal Shareholders, on the other hand, at any time by mutual agreement;

           (c)   by  NUBI or the Principal Shareholders, if the Closing has  not
occurred  later to occur of sixty (60) days after the execution and delivery  of
this  Agreement and (y) forty-five days after the expiration of any periods  for
exercising  pre-emptive  rights,  cooling-off  periods,  or  satisfying  similar
procedural  pre-conditions  under  the CLL shareholders  agreement  and  similar
agreements  and  instruments;  provided, that if  NUBI  is  seeking  termination
pursuant  to this sub-paragraph, NUBI shall not be in breach of this  Agreement,


                                34


and  provided that if any of the Principal Shareholders are seeking  termination
pursuant to this sub-paragraph, none of the Principal Shareholders nor CLL shall
be in breach of this Agreement;

          (d)  by NUBI or by the Principal Shareholders, at any time if an order
is  entered  by  any court or governmental agency having jurisdiction  enjoining
NUBI  or the Principal Shareholders, respectively, from consummating any of  the
transactions contemplated by this Agreement and such order shall not  have  been
vacated,  reversed or withdrawn on or before the thirtieth (30th) day after  the
date on which such order was first issued; or

           (e)   by NUBI or the Principal Shareholders if (i) any representation
or  warranty  of  the  other hereunder shall not have been materially  true  and
correct  as of the time at which made, or (ii) any conditions precedent  to  the
obligations  of  such  party  as set forth in Article  Eight  or  Nine  are  not
satisfied  in  a  timely fashion, or (iii) default shall be made  by  the  other
hereunder  in  the  due  and  timely observance or performance  of  any  of  its
covenants  and  agreements  herein contained,  in  either  event  only  if  such
representation  or  warranty cannot be made true and  correct  or  such  default
cannot be cured on or prior to the fifteenth (15th) day after the non-defaulting
or  breaching  party  notifies the other in writing of such default  or  breach,
specifying the nature thereof.

      10.02     Notice of Termination.  A termination pursuant to Section  10.01
shall  be  effective only if in writing and executed by the relevant party:   if
the  termination  is  by  NUBI, it must be signed by  Alan  Bowen;  and  if  the
termination  is  by  the Principal Shareholders, it must  be  signed  by  Claude
Laruelle  but not by any other one of the Principal Shareholders, who  shall  be
bound by the termination signed by Claude Laruelle.

      10.03      Effect  of  Termination.   In  the  event  of  termination  and
abandonment pursuant to this Article Ten, this Agreement shall become  void  and
have  no effect, without any liability on the part of any of the parties, except
as otherwise provided in Articles Eleven and Twelve hereof.  Any announcement of
the  termination of this Agreement and the abandonment of the Acquisition  shall
be  made  by  means of a press release issued jointly by NUBI and the  Principal
Shareholders  unless  otherwise required to be made  by  NUBI  pursuant  to  the
federal or state securities laws.

                         ARTICLE ELEVEN

      11.01     Survival of Representations and Warranties.  The representations
and  warranties of each party hereto shall survive the Closing for a  period  of
six  (6)  months  following the Closing Date, and shall not be affected  by  any
investigation made by or on behalf of NUBI, the Principal Shareholders  or  CLL,
as  the  case  may  be.   After the applicable expiration with  respect  to  any
particular  representation or warranty, neither NUBI, the Principal Shareholders
nor  CLL  shall  be  under any liability whatsoever with  respect  to  any  such
representation  or  warranty except in respect to a  claim  for  indemnification
brought  before  the expiration.  All covenants and agreements  of  the  parties
contained  in  this Agreement shall survive the Closing Date and shall  continue
for the period required to fulfill the applicable covenant or agreement.



                                35



      11.02      Indemnification.   The parties shall indemnify  each  other  as
follows:

           (a)   The  Principal Shareholders's Indemnity of NUBI. The  Principal
Shareholders,  jointly and severally, shall indemnify, defend and hold  harmless
NUBI  and  its stockholders, directors, officers and agents, up to thirty  three
percent  (33%)  of  shares  of NUBI Common Stock received  by  the  selling  CLL
Shareholders, in the aggregate, upon Closing pursuant to this Agreement, and  in
respect  of  claims for indemnification under this Agreement  brought  during  a
period  of  six months following the Closing Date, from and against all  losses,
judgments,  liabilities,  claims,  damages, or  expenses  (including  reasonable
attorneys'  fees)  of  every  kind, nature and  description,  whether  known  or
unknown,  absolute or contingent, joint or several ("Loss"), arising out  of  or
relating to (i) any misrepresentation, breach of any representation or warranty,
or  non-fulfillment,  non-performance, failure to timely or  fully  perform,  or
breach  of  any covenant, agreement or other obligation to be performed  by  the
Principal  Shareholders or CLL contained in this Agreement  or  any  exhibit  or
schedule  hereto,  or (ii) the conduct of CLL's Business prior  to  the  Closing
Date.

          (b)  NUBI's Indemnity of the  CLL Shareholders.  NUBI shall indemnify,
defend and hold harmless CLL, the CLL Shareholders and CLL's directors, officers
and  agents, up to thirty-three percent (33%) of shares of  NUBI Common  Shares,
in  the  aggregate, upon Closing pursuant to this Agreement, and in  respect  of
claims  for indemnification brought during a period of six months following  the
Closing  Date, from and against  all Loss arising out of or relating to (i)  any
misrepresentation, breach of any representation or warranty, or non-fulfillment,
non-performance, failure to timely or fully perform, or breach of any  covenant,
agreement  or  other  obligation  to be performed  by  NUBI  contained  in  this
Agreement  or  any  exhibit or schedule hereto, or (ii) the  conduct  of  NUBI's
business prior to the Closing Date.

     11.03     Indemnification Notice.

          (a)  Third Party Claim.  In the event that the Principal Shareholders,
NUBI  or any other party entitled to indemnification under Section 11.02  hereof
shall choose to assert a claim for Loss or potential Loss based upon a claim  by
a   third  party  ("Third  Party  Claim"),  the  party  seeking  indemnification
("Indemnified  Party") shall notify the party against which  indemnification  is
sought  ("Indemnifying Party") in writing of such claim, promptly following  the
occurrence  of the event giving rise thereto, certifying that such a  claim  has
been  asserted  and  the basis therefor which shall be set forth  in  reasonable
detail ("Notification").

                (i)   The  Indemnifying Party shall acknowledge receipt  of  the
Notification and advise the Indemnified Party in writing twenty (20) days  after
receipt thereof as to whether the Indemnifying Party agrees to such Third  Party
Claim  and  whether the defense of the Third Party Claim shall be undertaken  by
counsel of the choice of and at the expense of the Indemnifying Party.   If  the
Indemnifying  Party so agrees, the Indemnifying Party shall be  deemed  to  have
accepted  any  indemnifiable Loss suffered arising from such Third Party  Claim,
the  defense  of  which  has  been assumed by the Indemnifying  Party.   If  the
Indemnifying  Party  advises the Indemnified Party that it shall  undertake  the
defense  of the Third Party Claim, the Indemnified Party shall deliver  all  the


                                36


documents related to the Third Party Claim to the Indemnifying Party or  to  its
counsel, after which the responsibility of the Indemnified Party for the defense
of  the  Third Party Claim shall cease, except that the Indemnified Party  shall
make available all documents, books and records in its possession related to the
Third  Party  Claim, at no expense to the Indemnifying Party,  and  shall  fully
cooperate  with  counsel  for the Indemnifying Party,  including  providing  its
personnel  who  are  acquainted with the facts or the  documents  or  books  and
records related to the Third Party Claim.

               (ii) If the Indemnifying Party advises the Indemnified Party that
the  defense  of  the  Third  Party Claim will not  be  undertaken,  either  the
Indemnified Party shall settle such Third Party Claim (in which case, the amount
of  such settlement and all attorneys' fees attendant to the achievement of such
settlement  shall be deemed included in any computation to determine  Loss),  or
the Indemnified Party shall notify the Indemnifying Party of the identity of the
counsel  for  the  Indemnified Party who has been selected to defend  the  Third
Party  Claim.  The Indemnifying Party shall fully cooperate with the Indemnified
Party and its counsel to the extent that the Indemnifying Party has knowledge of
the facts or circumstances relating to the Third Party Claim and the Indemnified
Party  shall cause its counsel to be available to the Indemnifying Party or  its
counsel  to  respond to any inquiries of the Indemnifying Party  concerning  the
progress of such defense.  In the event that the Indemnified Party shall  assert
a  claim  for Loss as a result of any loss suffered by the Indemnified Party  in
settling or defending such Third Party Claim, the Indemnified Party shall notify
the  Indemnifying Party in writing of such claim.  The Indemnifying Party  shall
pay  all costs related to the settlement or the defense within thirty (30)  days
after a demand for the Loss or any component part is made.

           (b)  Non-Third Party Claim.  In the event the Indemnified Party shall
choose  to assert a claim for Loss or potential Loss by reason of other  than  a
Third Party Claim, the Indemnified Party shall notify the Indemnifying Party  in
writing of such claim and the reasons therefor, which reasons shall be set forth
in reasonable detail.  The Indemnifying Party shall pay to the Indemnified Party
the  amount  of  the  Loss within thirty (30) days of demand  pursuant  to  this
Section 11.03.

     11.04     Dispute.

           (a)  If the Indemnifying Party disputes any claim for indemnification
or  its  obligation to indemnify any claim pursuant to this Article Eleven,  the
Indemnifying  Party  shall notify the Indemnified Party of such  dispute  within
twenty  (20)  days  of  receipt of the Notification.  If the  matter  cannot  be
reconciled  by  mutual  agreement, the matter  shall  be  submitted  to  binding
arbitration as provided in Section 14.05 hereof.

           (b)  If the Indemnifying Party fails to fulfill its obligations under
this Article, the Indemnified Party may submit the matter to binding arbitration
as provided in Section 14.05 hereof.



                                        37


                                 ARTICLE TWELVE

      12.01      Litigation  Costs.  If any legal action, arbitration  or  other
proceeding  is  brought for the enforcement of this Agreement or because  of  an
alleged dispute, breach, default or misrepresentation in connection with any  of
the  provisions of this Agreement, the successful or prevailing party  shall  be
entitled  to  recover reasonable attorneys' fees, court costs  and  other  costs
incurred in such action or proceeding, in addition to any other relief to  which
it or they may be entitled.

                        ARTICLE THIRTEEN

      13.01      Confidentiality.   Except as may  be  required  by  law  or  as
otherwise  permitted  herein,  the parties hereto shall  cause  all  information
obtained  by  them  in connection with the negotiation and performance  of  this
Agreement to be treated as confidential and will not use, and will not knowingly
permit  others  to  use, any such information in any manner detrimental  to  the
other.  Notwithstanding the foregoing, such information may be disclosed (i)  in
connection with any filings or permit applications with governmental authorities
as  may be necessary in order to complete the transactions contemplated by  this
Agreement; (ii) as necessary in order to obtain any Required Consents  of  third
parties  to  the  transactions  contemplated by  this  Agreement;  or  (iii)  as
otherwise necessary in order for NUBI to close the transactions contemplated  by
this Agreement.  The provisions of this Section shall survive any termination of
this Agreement.

                        ARTICLE FOURTEEN

      14.01      Notices.  All notices, waivers or other communications required
or contemplated hereby shall be deemed given if delivered personally or, if sent
by  registered  or  certified mail or air courier,  applicable  First  Class  or
International First Class (Air Delivery, if applicable) postage prepaid,  return
receipt requested, seven (7) days after being so sent, or by two (2) days  after
being  sent by telex or  telecopy if automatic answerback is received, addressed
to the parties so to be served as follows:


          If to the CLL Shareholders or to CLL:
              Mr Claude LARUELLE
              18, avenue Bellevue
              06270 VILLENEUVE LOUBET
              FRANCE



                                38



          With a copy to:

               CLL PHARMA SA
               Nice Premier - Arenas
               455, Promenade des Anglais
               06299 NICE CEDEX 3
               FRANCE

          If to NUBI:

               Alan Bowen
               Neuro Bioscience Inc
               35th Floor
               1285 Avenue of the Americas
               New York, NY, 10019
               USA

          With a copy to:

               Andrew Cosentino
               Piper Rudnick LLC
               29TH Floor
               1251 Avenue of the Americas
               New York, NY, 10020

      Any  party hereto from time to time by notice in writing served  upon  the
other  as  aforesaid may designate a different mailing address to  which,  or  a
different  or additional person to whom, all such notices or demands  thereafter
shall be addressed.

      14.02      Assignment.   Neither  the Agreement  nor  any  of  the  rights
hereunder  may be assigned by either party without the prior written consent  of
the other.

      14.03     Expenses.  Except as otherwise provided in this Agreement,  each
party  hereto shall bear all expenses and costs incurred by it with  respect  to
this Agreement and the transactions contemplated hereby.

     14.04     Governing Law.  This Agreement shall be governed and construed in
accordance  with the internal law of the State of New York without reference  to
its rules as to conflicts of law.

      14.05     Dispute.  Any controversy or claim arising out of or relating to
this  Agreement, or breach thereof, including without limitation claims  against
any  party  or  its affiliates, employees, professionals, officers or  directors
shall  be  settled by binding arbitration in New York, New York,  in  accordance
with  the  Commercial  Rules  of  the  American  Arbitration  Association.   The



                                39



arbitrator  shall be an active member of the New York bar.  In  the  proceeding,
the  arbitrator  shall  apply New York substantive law and  the  New  York  laws
pertaining to evidence.  The arbitrator shall prepare an award in writing, which
shall  include factual findings and any legal conclusions on which the  decision
is  based.  Judgment upon any award rendered by the arbitrator may be entered in
any  court  having jurisdiction thereof.  In any such proceeding, the prevailing
party  shall  be entitled, in addition to any other relief awarded or  adjudged,
such  sum  as the arbitrator may fix as and for reasonable attorneys'  fees  and
costs, and the same shall be included in the award and any judgment.  Each party
agrees  to  submit  to personal jurisdiction in New York for  purposes  of  such
dispute  resolution and to waive any objections to personal jurisdiction  or  to
venue,  and that delivery of service of process in accordance with the terms  of
this  Agreement  for  delivery  of notice shall constitute  adequate  and  legal
service of process.

      14.06      Entire  Understanding.  All prior agreements,  representations,
discussions,  negotiations, commitments and understandings between  the  parties
are  incorporated  in  this Agreement and the exhibits  and  schedules  attached
hereto  which constitute the entire contract between the parties.  The terms  of
this  Agreement  are  intended by the parties as a  final  expression  of  their
agreement  with  respect to such terms as are included herein  and  may  not  be
contradicted  by  evidence  of  any  prior or contemporaneous  written  or  oral
representations, agreements or understandings, whether express or implied.   The
parties  further  intend  that  this  Agreement  constitutes  the  complete  and
exclusive  statement of its terms and that no extrinsic evidence whatsoever  may
be  introduced in any judicial proceeding, if any, involving this Agreement.  No
amendment or variation of the terms of this Agreement shall be valid unless made
in writing and signed by each of the parties.

      14.07      Further Assurances.  Each party, both prior to  and  after  the
Closing,  shall reasonably cooperate with the other, at the other's request,  in
furnishing  information, documents, testimony and other assistance in connection
with the transactions contemplated hereby.

     14.08     Waiver.  Each party may at any time waive compliance by the other
with  any  covenants or conditions contained in this Agreement, but  only  by  a
written  instrument  executed by the party waiving such compliance.   If  either
party  waives  a condition of Closing, the other party shall have  no  liability
hereunder with respect to the matters so waived.

      14.09      Headings.   All Section and Article headings are  included  for
convenience only and are not intended to be full or accurate descriptions of the
contents thereof.

      14.10     Counterparts.  This Agreement may be executed simultaneously  in
one  or  more counterparts, each of which may be deemed an original but  all  of
which together shall constitute one and the same instrument.  In making proof of
this  Agreement, it shall not be necessary to produce or account for  more  than
one counterpart.  Facsimile signature pages shall evidence the originals thereof
and shall be deemed to be fully effective.

      14.11     Severability.  If any provision of this Agreement, as applied to
any  party  or  to any circumstance, shall be adjudged by a court  to  be  void,
invalid or unenforceable, the same shall in no way affect any other provision of


                                40


this  Agreement, the application of such provision in any other circumstance  or
the validity or enforceability of this Agreement.

      14.12      Binding  on  Successors.  All  of  the  terms,  provisions  and
conditions  of  this  Agreement shall be binding upon and  shall  inure  to  the
benefit  of  the parties hereto and their respective heirs, successors,  assigns
and legal representatives.

      14.13     CLL a Party to Agreement.  CLL is a party to this Agreement  for
the  limited purpose of making the representations and warranties set  forth  in
Article  4-C and to covenant and agree that CLL shall not voluntarily  undertake
any  course of action inconsistent with the satisfaction of the requirements and
conditions  for  the  representations and warranties  of  the  parties  to  this
Agreement  to  be true and correct and for the covenants and agreements  of  the
parties  to this Agreement to be performed and fulfilled, and CLL shall promptly
do  all  acts  and take all such measures as may be necessary or appropriate  to
cause the same to be true.

      14.14     Knowledge.     Whenever in this Agreement any representation  or
warranty is made to a party's "knowledge", unless otherwise expressly stated  it
is  understood and agreed that such representation or warranty is made  to  such
party's   knowledge   after  due  inquiry  reasonable   under   the   applicable
circumstances,  and  includes such party's actual knowledge and  knowledge  such
party reasonably ought to have had after such due inquiry.

      14.15.    Credit Facility.     CLL will have use of a NUBI credit facility
of  up  to  $2  million from Jano Holdings Limited, the form of which  shall  be
mutually agreed upon by the parties hereto and attached as Exhibit 14.15 to this
Agreement  within  fourteen (14) days of the execution  of  this  Agreement,  in
accordance  with  the budget and disbursal schedule to be  agreed  upon  by  the
parties thereto and otherwise in accordance with the terms and conditions of the
credit facility.

      14.16     Additional Covenant.     The parties acknowledge and agree  that
upon  the  Closing the employment contract of Mr. Claude LARUELLE as  "Directeur
scientifique",  the  form  of  which  shall  be  delivered  by   the   Principal
Shareholders  to NUBI and attached as Exhibit 14.16(a) to this Agreement  within
fourteen  (14) days of the execution of this Agreement, shall continue  in  full
force  and  effect without modification. In addition Claude Laruelle will  enter
into  a  three-year contract to be Chairman and CEO of CLL Pharma SA,  upon  the
terms  and conditions set forth in Exhibit 14.16(b) to this Agreement, the  form
of  which  shall be mutually agreed upon by the parties hereto and  attached  as
Exhibit  14.15 to this Agreement within fourteen (14) days of the  execution  of
this Agreement.

14.17      Registration Rights.     Within thirty (30) days  after  the  Closing
Date, NUBI shall  prepare and complete all filings required to be made with  the
U.S.  Securities Exchange Commission in connection with this Agreement  and  the
Closing hereunder (including, without limitation, a Report on Form 8-K including
such  financial statements of CLL and pro forma financial statements as  may  be
required),  and the selling CLL Shareholders shall have the right  to  have  the
resale  of their shares of NUBI Common Stock received from NUBI upon the Closing


                                41



under  this  Agreement covered by such registration statement.  NUBI  thereafter
shall  use  its  best  efforts to cause such Registration  Statement  to  become
effective  not more than five days from the date upon which the U.S.  Securities
Exchange  Commission  shall  allow  NUBI  to  accelerate  effectiveness  of  the
Registration Statement.  The registration rights in this Section are subject  to
mutual agreement at such time by the applicable CLL Shareholders and by NUBI  to
agreements  and  covenants and representations and warranties customary  in  the
case of such registration statements.

      IN  WITNESS WHEREOF, the parties hereto have caused this Agreement  to  be
executed in multiple originals as of the day and year first above written.

"NUBI"

NEURO BIOSCIENCE, INC.


By:______________________________________
Name:  _____________
Title:    President and Chief Executive Officer


By:______________________________________
Name:  ______________
Title:    Secretary


"CLL"

CLL PHARMA SA


By:______________________________________
Name:
Title:    Chief Executive Officer


By:______________________________________
Name:
Title:    President



                                42



THE PRINCIPAL SHAREHOLDERS:



CLAUDE LARUELLE



By:  ____________________
     Claude LARUELLE, individually


CHRISTINE LARUELLE



By:  _____________________
     Christine LARUELLE, individually


SOCIETE CIVILE GECINQ



By:  ______________________
     Name:
     Title:


STEPHANE LARUELLE



By:  ______________________
     Stephane LARUELLE, individually




                                43



CECILE LARUELLE



By:  ________________________
     Cecile LARUELLE, individually

DOMINIQUE LARUELLE



By:  ______________________
     Dominique LARUELLE, individually



                                44