UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549


                               FORM 8-K


                            Current Report


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                          February 22, 2006
                          -----------------
            Date of Report (Date of earliest event reported)


                    American Business Corporation
                    -----------------------------
           (Exact name of Registrant as specified in charter)


Colorado                        33-9640-LA                 90-0249312
--------                        ----------                 ----------
(State or other jurisdiction  (Commission File         (IRS. Employer
     of incorporation)		   Number)	        Identification
                                                               Number)

        11921 Brinley Ave., Louisville, KY                   40243
        ----------------------------------                   -----
     (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (502) 244-1964

Item 1.01.  Entry into a Material Definitive Agreement.

On  February  22,  2006  we   entered  into  a  Merger  Agreement  with
Telomolecular Corp.,   a   Delaware   corporation,  pursuant  to  which
Telomolecular  would  merge  with  and  into  AMBC.  After  the  merger
Telomolecular  shareholders  would  own  or  have  the right to receive
approximately 74.5% of our outstanding common stock (on a fully-diluted
basis).   Telomolecular  is  a development stage  bio-tech company with
principal  offices   in   Sacramento,   California.   It  was  recently
organized  to  develop  a new  class of drugs to deliver large-molecule
proteins important in the treatment of aging  and age-related diseases.
Consummation of the merger is subject to numerous conditions, including
satisfaction of each party with its due diligence  investigation of the
other.  A tentative closing date has been set for late April, 2006.

<PAGE>

Item 7(c) Exhibits

Merger Agreement between Company and Telemolecular Corp. dated February
22, 2006

                                SIGNATURES

      Pursuant to the  requirements of the  Securities  Exchange Act of
1934, as amended, we  have  duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated:  February 28, 2006
                                         AMERICAN BUSINESS CORPORATION

                                         By: /s/ Anthony Russo
                                            ----------------------
                                            Name: Anthony Russo

                                            Title: CEO & President

                                     2
<PAGE>

Exhibit

                             MERGER AGREEMENT

                                 BETWEEN
                   American Business Corporation (Colorado)
                                   AND
                       Telomolecular Corp. (Delaware)


MERGER  AGREEMENT,  dated  as of  February 22, 2006  (the "Agreement"),
between  American Business  Corporation, a Colorado corporation ("AMBC"
or  "Purchaser"),  and  Telomolecular  Corp.,  a  Delaware  corporation
("Telemolecular" or "Company").

PURPOSE  OF  MERGER,  It  is  represented  that AMBC,  a company filing
reports  with the U.S.  Securities & Exchange  Commission under Section
15(d) of  the Securities Exchange of Act of 1934, as amended, no longer
conducts  meaningful  business   operations.  It  is  represented  that
Telomolecular has been newly-formed as a biopharmaceutical company with
valuable  licensing rights  to technology  patents  upon which  to base
substantial research and development, and upon which to base commercial
pharmaceutical  programs.  Telomolecular shall  be merged  into AMBC in
order to bring about meaningful direction to AMBC and its' shareholders.

      W I T N E S S E T H:
      - - - - - - - - - -

      WHEREAS, Purchaser  wishes to acquire  the Company by Merger (the
"Merger");

      WHEREAS, the stockholders of the Company wish to have the Company
merge with  and into Purchaser upon, under and subject to certain terms
and conditions  agreed upon by and among the parties as hereinafter set
forth; and

      NOW,  THEREFORE, in consideration  of the premises and the mutual
covenants  and  agreements  hereinafter  contained, the  parties hereby
agree as follows:

                               Article I

                                MERGER
1.1   Surviving Corporation.

      The  parties  hereto agree  in accordance  with the provisions of
this  Agreement and the  laws of the State of Colorado and the State of
Delaware,  at  the  Effective  Time  (as  defined in Section 1.6),  the
Company shall be merged  with and into the Purchaser, and the Purchaser
shall  be the surviving corporation  (hereinafter sometimes referred to
as  the  "Surviving Corporation")  and  shall  continue  its  corporate
existence  under the  laws of the  Colorado. At the  Effective Time the
separate  existence of the Company  shall cease. The Articles of Merger
filed with  the Secretary of State  of the State of  Colorado to effect
the Merger shall change the name of Purchaser to "Telomolecular Corp."

<PAGE>

1.2   Effect and Procedure.

      In  accordance  with  the  provisions  of this  Agreement, at the
Effective  Time, all the  property, real, personal and mixed of each of
the constituent  corporations and all debts  due on whatever account to
any  of them,  including subscriptions  to shares  and other  choses in
action  belonging to  either of them,  shall be taken  and deemed to be
transferred  and vested  in the Surviving  Corporation  without further
act or deed. The Surviving Corporation shall thenceforth be responsible
for   all  the   liabilities   and   obligations  of  the   constituent
corporations,  but the liabilities  of the constituent  corporations or
their  shareholders, directors or  officers shall  not be affected, nor
shall  the rights of  the creditors  thereof or of any persons  dealing
with  the constituent  corporations, or any liens  upon the property of
such corporations, be impaired by  the Merger and any claim existing or
action  or  proceeding  pending by  or against  any of  the constituent
corporations  may be prosecuted  to judgment  as if the  Merger had not
taken place, and the Surviving  Corporation may be proceeded against or
substituted  in  its place. AMBC warrants that all material obligations
have been or will be resolved before the Effective Time.

1.3   Articles of Incorporation.

      The Articles of Incorporation  of the Surviving Corporation shall
be amended  and restated as set  forth in the  Articles of Merger to be
filed  in the state of  Colorado.  The Company may at the discretion of
its  managers choose to redomicile  in the State of Delaware within 120
days of the merger.


1.4   By-Laws.

      The  By-Laws  of  AMBC,   as  in  effect immediately prior to the
Effective Time, shall be the By-Laws of the Surviving Corporation until
amended as therein provided.

1.5   Directors and Officers.

      At the  Effective Time,  the Board of  Directors  and officers of
Company  shall  be  the  directors   and  officers  of  the   Surviving
Corporation,  to  hold  office  in  accordance  with  the  Articles  of
Incorporation and By-Laws of the Surviving Corporation.

1.6   Effective Time, Closing.

      The Merger shall become effective at  the time on  the date as to
which  the Articles of Merger  have been accepted by both the Secretary
of  State of the State of Colorado  and the  Secretary of  State of the
State of Delaware (the "Effective Time").

1.7 Additional Actions.

      If,   at  any  time  after  the  Effective  Time,  the  Surviving
Corporation  shall consider or be advised  that any further assignments
or assurances  in law or any other acts are  necessary or desirable (i)
to vest,  perfect or confirm,  of record or otherwise, in the Surviving
Corporation, title to  and possession of  any property or right  of the
Company acquired or to be acquired by reason of, or as a result of, the
Merger,  or (ii) otherwise to carry out the purposes of this Agreement,
the  Company and its proper  officers and  directors shall be deemed to
have granted  to the  Surviving  Corporation  an irrevocable  power  of
attorney,  coupled  with an  interest,  to execute and deliver all such
proper deeds,  assignments  and assurances  in law  and to do  all acts
necessary or proper to vest, perfect or confirm title to and possession
of  such property or rights in the Surviving  Corporation and otherwise
to carry  out the purposes  of this Agreement;  and the proper officers
and directors of the  Surviving Corporation are fully authorized in the
name of the Company or otherwise to take any and all such action.

                                   2
<PAGE>

1.8   Tax-free reorganization.

      The parties intend to adopt this Agreement as  a tax free plan of
reorganization  and  to  consummate the  Merger in  accordance with the
provisions  of  Section  368(a)(1)(A)  of the  Internal Revenue Code of
1986, as amended. The parties may determine to restructure the proposed
reorganization as a  tax-free merger between Company and a newly-formed
subsidiary of Purchaser.

                                 Article II
                            CONVERSION OF SHARES

2.1   Conversion of the Company's Common Stock.

      In the Merger the  holders of shares of  Company common stock and
common stock equivalents  (i.e. options and warrants for Company common
stock) shall receive  a number of shares of  Purchaser common stock and
Purchaser Common  Stock Equivalents  (as defined in Section 4.3)  equal
to seventy-four and one-half percent (74.5%) of the post-Merger, fully-
diluted capitalization  of Purchaser.  Prior to  the respective notices
of  shareholder  meeting being  sent to  the  shareholders  of  each of
Company  and  Purchaser  this  Agreement  shall be amended to state the
exchange ratio  for the  outstanding shares of Company Common Stock and
manner of  converting Company Common  Stock Equivalents  into Purchaser
Common Stock Equivalents (as defined in Section 3.3).

2.2   Exchange of Shares.

(a) After the Effective  Time there shall be no  transfers on the stock
transfer  books of the  Surviving Corporation of  the shares of Company
Common Stock or Company Common Stock Equivalents which were outstanding
immediately prior to the Effective Time. If, after the  Effective Time,
certificates  or  instruments  representing   such  are  presented  for
transfer  to the Surviving  Corporation,  they  shall be cancelled  and
exchanged  for  certificates  or  instruments  representing  shares  of
Purchaser  Common  Stock  or  Purchaser  Common  Stock  Equivalents  as
provided in this Section 2.

(b) [deleted]

(c) The AMBC Common Stock  issuable to  stockholders of  the Company in
the Merger will not be registered under the Securities Act of 1933,  as
amended (the "Act")  or any state securities acts and will be issued in
reliance  upon  certain  exemptions  contained  in  federal  and  state
securities  laws.   There  will  be  substantial  restrictions  on  the
transferability of the AMBC Common Stock received in the Merger.

                                  3
<PAGE>


                             Article III

               PURCHASER REPRESENTATIONS AND WARRANTIES

Except as set forth in the disclosure  letter delivered by Purchaser to
Company  on or  prior  to  the date hereof   (the "Purchaser Disclosure
Letter"), which  Purchaser Disclosure Letter  is hereby incorporated by
reference,  Purchaser  represents  and warrants to  Company as follows:


3.1   Organization and Good Standing.

It  is a  corporation  duly organized,  validly  existing  and  in good
standing  under the  laws its jurisdiction of incorporation and has all
requisite  corporate power and  authority to own, lease and operate its
properties and to carry on its business as now conducted.  Purchaser is
duly  qualified or authorized  to do business as  a foreign corporation
and is in good  standing under  the laws  of (i) each  jurisdiction  in
which it owns or leases real  property and (ii) each other jurisdiction
in which  the conduct of  its business  or the ownership of  its assets
requires such  qualification and where  a failure  to be  so  qualified
would have a material adverse effect on the business, assets, financial
condition  or  prospects  of  Purchaser  ("Purchaser  Material  Adverse
Effect").

3.2   Authorization of Agreement.

It has all requisite power, authority and legal capacity to execute and
deliver  this  Agreement,   and  each  other  agreement,  document,  or
instrument  or  certificate  contemplated  by  this  Agreement  or   to
be  executed  by  it  in  connection  with   the  consummation  of  the
transactions  contemplated  by  this Agreement,  and to  consummate the
transactions  contemplated  hereby and  thereby, other than approval of
its  shareholders  under applicable  Colorado law.  This  Agreement has
been, and  each of  the  documents to  be executed  by it will be at or
prior to the Effective Time, duly and validly executed and delivered by
it, and (assuming the  due authorization, execution and delivery by the
other parties hereto and thereto)  this Agreement constitutes, and each
of the documents when so executed and delivered will constitute, legal,
valid  and  binding obligations  of Purchaser,  enforceable against the
Purchaser in accordance with their respective terms.

3.3 Capitalization.

(a) The authorized capital stock of AMBC consists of 500,000,000 shares
of  Common  Stock,  $.01 par  value and  10,000,000 shares of Preferred
Stock without par value. As of the date hereof, there are:

    - Preferred stock, no par value; 10,000,000 shares authorized
      o  Series A, 90,000 shares issued and outstanding
      o  Series B, 2,000 shares issued and outstanding
      o  Series C, 450,000 shares issued and outstanding
      o  Series D, 950 shares issued and outstanding
      o  Series E, 2,300 shares issued and outstanding
    - Common  stock,   par  value  $.001 per share  ("Purchaser  Common
      Stock");  500,000,000 shares authorized, 69,870,517 shares issued
      and outstanding

                                   4
<PAGE>

(b) Immediately  prior to the Effective Time there shall be no existing
option,  warrant,  call,  right, commitment  or other agreement  of any
character  to which the Purchaser is a party  requiring, and there will
be no securities of the  Purchaser outstanding which upon conversion or
exchange  would  require,   the issuance,   sale  or  transfer  of  any
additional  shares of  capital stock or other equity  securities of the
Purchaser  or  other  securities convertible into,  exchangeable for or
evidencing  the right  to subscribe for or purchase  shares  of capital
stock or  other equity  securities of the Purchaser  ("Purchaser Common
Stock Equivalents").  The Purchaser is not  a party to any voting trust
or  other  voting  agreement  with  respect  to any of  the  shares  of
Purchaser  Common  Stock or to  any agreement relating to the issuance,
sale, redemption, transfer or other disposition of the capital stock of
the Purchaser.

(c) Immediately prior to the dates on which Company and Purchaser shall
give  notice  to  their  shareholders  of their  respective meetings to
approve  the  Merger  and  immediately  prior  to  the  Effective Time,
Purchaser shall have outstanding  69,870,517 shares of common stock and
10,000 shares of Series F  Preferred Stock convertible into a number of
shares  of  Purchaser  Common  Stock  as  shall  equal  11.5%  of   the
outstanding  Purchaser  Common  Stock  on  a post-Merger, fully-diluted
basis,  with  the  rights  and preferences  set forth in Exhibit 3.3(c)
hereto.

3.4   Subsidiaries. Purchaser has no subsidiaries.

3.5   Corporate Records.

     (a) The Purchaser will deliver within 14 days to the Company true,
correct  and  complete  copies of the Articles of Incorporation and By-
laws of Purchaser.

     (b) The minute book of  the Purchaser previously made available to
the Company contains  complete and accurate records of all meetings and
accurately  reflect all other corporate  action of the stockholders and
board  of  directors  (including committees thereof)  of the Purchaser.
Before  the  Effective Time,  true,  correct and complete copies of the
stock certificate book  and stock transfer ledger of the Purchaser will
be made  available to the  Company.  All stock transfer taxes levied or
payable with respect  to all transfers of shares of the Purchaser prior
to the date  hereof have been paid and appropriate  transfer tax stamps
affixed.

3.6   Conflicts; Consents of Third Parties.

      (a) None of the execution  and delivery by the Purchaser  of this
Agreement,  the consummation of the transactions contemplated hereby or
thereby,  or  compliance  by  the  Purchaser with any of the provisions
hereof  or thereof will (i)  conflict with, or result in the breach of,
any  provision  of the certificate  of incorporation or  by-laws of the
company;   (ii)  conflict  with,  violate,  result  in  the  breach  or
termination of, or constitute a default under any note, bond, mortgage,
indenture,  license,  agreement or other  instrument or  obligation  to
which the Purchaser  is a party or by which it or any of its properties
or assets is bound;  (iii) violate any statute, rule, regulation, order
or decree of  any governmental body or authority by which the Purchaser
is  bound;  or  (iv)  result  in  the  creation  of  any  lien,  charge
or encumbrance  upon the  properties or assets of the Purchaser except,
in case of clauses  (ii), (iii) and (iv), for such violations, breaches
or  defaults as would not,  individually or in the  aggregate,  have  a
Purchaser Material Adverse Effect.

      (b) No consent, waiver,  approval, order, permit or authorization
of, or  declaration or filing with, or  notification to,  any person or
governmental  body  is  required  on  the  part  of  the  Purchaser  in
connection  with  the execution and  delivery  of this Agreement or the
compliance  by  the  Purchaser  with  any  of  the provisions hereof or
thereof,   other  than  approval  of  Purchaser's   shareholders  under
applicable Colorado law.

                                  5
<PAGE>

3.7   Financial Statements.

      Purchaser  has delivered to Company  copies of Purchaser's Annual
Report on  Form 10-K for the year  ended 2004 and its Quarterly Reports
on Form 10-Q for the first three fiscal quarters of 2005 (collectively,
the  "AMBC Reports"),  as filed by Purchaser  with the  Securities  and
Exchange Commission.   All  of the  AMBC Reports are  delivered without
exhibits.  The financial statements  contained in the AMBC Reports (the
"AMBC Financial Statements") fairly present the financial condition and
results  of  operations of AMBC  as  at  and  for  the  periods therein
specified in accordance with  generally accepted  accounting principles
consistently  applied,  all as more  particularly  set  forth  in  such
financial statements and the notes thereto.

3.8   No Undisclosed Liabilities.

      As  of   the   Effective   Time  Purchaser   will  not  have  any
indebtedness,  obligations,  guarantees  or  liabilities  of  any  kind
(whether accrued, absolute, contingent or otherwise, and whether due or
to  become  due)   that  would have been required  to  be reflected in,
reserved  against  or  otherwise   described   on  the  AMBC  Financial
Statements or  in the notes thereto  in accordance  with GAAP which are
not fully reflected in, reserved  against or otherwise described in the
Financial Statements or the notes thereto or which were not incurred in
the  ordinary course of business since the date  of the AMBC  Financial
Statements.

3.9   Taxes.

      (a)(A) all federal, state, local, sales, use or other tax returns
of  any kind or nature  ("Tax Returns")  required to be filed by or  on
behalf of the Company have been properly  prepared and duly and  timely
filed with the appropriate  taxing authorities in all jurisdictions  in
which  such Tax  Returns are required  to be filed (after giving effect
to any valid extensions of time in which to make such filings), and all
such  Tax  Returns  were  true, complete  and  correct in  all material
respects; (B) all amounts shown on such Tax Returns (including interest
and penalties)  as due from the Purchaser ("Taxes") have been fully and
timely  paid, and  adequate  reserves or accruals  for Taxes have  been
provided for  in the Purchaser's  financial  statements with respect to
any  period for which Tax Returns  have not yet been filed or for which
Taxes are not yet due and owing; and (C) the Purchaser has not executed
or filed  with the  IRS or any  other taxing  authority  any agreement,
waiver or other document or arrangement extending or  having the effect
of  extending  the  period  for  assessment  or  collection  of   Taxes
(including, b ut not limited to, any applicable statute of limitation),
and no power  of  attorney with respect  to any Tax matter is currently
in force.

      (b) All  deficiencies asserted or assessments made as a result of
any examinations by the IRS   or any other  taxing authority of the Tax
Returns of or covering or including the Purchaser have been fully paid,
and there are no other audits or investigations by any taxing authority
in progress, nor has the  Purchaser received any notice from any taxing
authority that it intends  to conduct such an audit or investigation. A
federal,  state, local or  foreign taxing   authority in any current or
prior  examination,   which  by  application  of  the  same  or similar
principles,  could  reasonably  be  expected  to  result  in a proposed
deficiency for any subsequent taxable period, has raised no issue.

                                 6
<PAGE>

      (c)  There are  no Liens as a result of any unpaid Taxes upon any
of the assets of the Purchaser.

3.10  Real Property.

      Purchaser  does  not  own, lease  or  otherwise  control any real
property.

3.11  Tangible Personal Property.

      The  Purchaser  does  not  own, lease  or  otherwise  control any
tangible or intangible personal property.

3.12  Material Contracts.

      Purchaser has no material contracts.

3.13  Litigation.

      There  is  no  suit, action,  proceeding, investigation, claim or
order pending or, to the knowledge of the Purchaser, overtly threatened
against the Purchaser, or against any of the officers, directors or key
employees of the Purchaser with respect to their business activities on
behalf of the Purchaser,  which,  if adversely determined, would have a
Purchaser  Material  Adverse  Effect,   before any court, or before any
governmental department, commission, board, agency, or instrumentality;
nor to  the knowledge of the Purchaser,  is  there any reasonable basis
for any such action, proceeding, or investigation.

3.14  Insurance.

      The Purchaser does not maintain any insurance.

3.15  Receivables; Payables.

      (a) The Purchaser has no accounts receivable as of the date
thereof.

      (b) All  accounts  payable  of  the  Purchaser  reflected  in the
Balance Sheet  or arising after  the date thereof will be paid prior to
the Effective Date.

3.16  No Misrepresentation.

      No representation  or warranty of the Purchaser contained in this
Agreement,   in  any  schedule  hereto,  in  any  certificate  or other
instrument  furnished  by the  Purchaser to the Company pursuant to the
terms  hereof,  or in the AMBC Reports contains any untrue statement of
a material fact or omits to state a material fact necessary to make the
statements contained herein or therein not misleading.

3.17  Financial Advisors.

      No  Person has acted, directly or indirectly, as a broker, finder
or  financial  advisor  for  the  Purchaser   in  connection  with  the
transactions  contemplated  by this Agreement and no person is entitled
to any fee or commission or like payment in respect thereof.

                                 7
<PAGE>

                             Article IV
                COMPANY REPRESENTATIONS AND WARRANTIES

Except as  set forth  in  the disclosure letter delivered by Company to
Purchaser on or prior  to  the  date  hereof   (the "Company Disclosure
Letter"),  which  Comany  Disclosure Letter is  hereby  incorporated by
reference, Company  represents and warrants to Purchaser that

4.1   Organization and Good Standing.

      It is a corporation  duly organized, validly existing and in good
standing under the laws its  jurisdiction of  incorporation and has all
requisite  corporate power  and authority to own, lease and operate its
properties and to carry  on its business  as now conducted. The Company
is duly qualified or authorized to do business as a foreign corporation
and  is  in good  standing  under the  laws of (i) each jurisdiction in
which it owns or  leases real property and (ii) each other jurisdiction
in which the  conduct  of  its  business or the ownership of its assets
requires  such  qualification  and  where  a failure to be so qualified
would  have  a   material  adverse  effect  on  the  business,  assets,
financial  condition or prospects of Company ("Company Material Adverse
Effect").

4.2   Authorization of Agreement.

      It  has  all  requisite  power,  authority  and legal capacity to
execute and deliver this Agreement, and each other agreement, document,
or  instrument  or certificate  contemplated by this Agreement or to be
executed by it  in connection with the consummation of the transactions
contemplated  by  this  Agreement,  and  to consummate the transactions
contemplated hereby  and  thereby,  other  than  approval  of Company's
shareholders  under  applicable  Delaware law. This Agreement has been,
and each  of the documents to be executed  by it will be at or prior to
the  Effective Time, duly and validly executed and delivered by it, and
(assuming  the due  authorization,  execution and delivery by the other
parties hereto and thereto) this Agreement constitutes, and each of the
documents  when so executed and delivered will constitute, legal, valid
and binding obligations of  Purchaser, enforceable  against the Company
in accordance with their respective terms.

4.3   Capitalization.

(a) The  authorized  capital stock of the Company consists of 4,500,000
shares of  common  stock, $5.00 par  value  per  share ("Company Common
Stock"), and 300,000 shares of  preferred  stock, without par value. As
of the  date  hereof, there are outstanding 3,600,000 shares of Company
Common Stock and no shares of preferred stock.

(b) Except as set forth in Schedule 3.3 to the Disclosure Letter, there
is  no   existing  option,  warrant,  call,  right, commitment or other
agreement  of  any  character  to  which any the  Company  is  a  party
requiring, and there are no securities of the Company outstanding which
upon  conversion  or  exchange  would  require,  the  issuance, sale or
transfer  of  any  additional  shares of  capital stock or other equity
securities  of  the  Company  or  other  securities  convertible  into,
exchangeable  for  or evidencing the right to subscribe for or purchase
shares  of  capital  stock  or  other  equity securities of the Company
("Company Common Stock Equivalents"). The Company is not a party to any
voting  trust  or  other  voting  agreement  with respect to any of the
shares  of  Company  Common  Stock  or to any agreement relating to the
issuance,  sale,  redemption,  transfer  or  other  disposition  of the
capital stock of the Company.

                                 8
<PAGE>

(c)   As  at  the Effective Time Company shall have outstanding no more
than  372,629,483  shares  of  Company  Common Stock and Company Common
Stock Equivalents.

4.4   Subsidiaries. Purchaser has no subsidiaries.

4.5   Corporate Records.

      (a) The  Company will  deliver to the Purchaser within 14 days of
signature  true,  correct  and  complete  copies  of the Certificate of
Incorporation and By-laws of Company.

      (b) The minute  book of the Company will be made available to the
Purchaser  within  14  days  of signature and will contain complete and
accurate  records  of  all  meetings  and  accurately reflect all other
corporate action of the stockholders  and board of directors (including
committees thereof) of the  Company. Before  the Effective Time,  true,
correct  and  complete  copies  of the stock certificate book and stock
transfer ledger of the Company will be made available to the Purchaser.
All  stock  transfer  taxes  levied  or  payable  with  respect  to all
transfers  of shares  of the Company prior to the date hereof have been
paid and appropriate transfer tax stamps affixed.

4.6   Conflicts; Consents of Third Parties.

      (a) None  of  the  execution  and delivery by the Company of this
Agreement, the consummation of  the transactions contemplated hereby or
thereby,  or  compliance  by  the  Company  with  any of the provisions
hereof  or thereof  will (i) conflict with, or result in the breach of,
any  provision  of the  certificate  of incorporation or by-laws of the
Company;  (ii)  conflict  with,  violate,  result  in  the  breach   or
termination of, or constitute a default under any note, bond, mortgage,
indenture,  license,  agreement  or  other  instrument or obligation to
which  the  Company is a  party or by which it or any of its properties
or assets is bound; (iii)  violate any statute, rule, regulation, order
or decree  of any  governmental  body or authority by which the Company
is bound;  or (iv)  result in  the creation  of  any  lien,  charge  or
encumbrance  upon  the properties  or assets  of the Company except, in
case  of clauses (ii), (iii) and (iv), for such violations, breaches or
defaults as would not, individually or in the aggregate, have a Company
Material Adverse Effect.

      (b) No consent, waiver,  approval, order, permit or authorization
of,  or declaration or filing with, or  notification to, any  person or
governmental body is  required on the part of the Company in connection
with the execution and delivery of  this Agreement or the compliance by
the Company  with any of the  provisions  hereof or thereof, other than
approval of Company's shareholders under applicable Delaware law.

4.7   Ownership and Transfer of Shares.

      To the knowledge of  the Company, each of the stockholders of the
Company  is  the record  and  beneficial owner of the shares of Company
Common  Stock indicated as being owned by such  Seller  on Schedule 4.7
to the  Disclosure Letter, free and clear of any and all liens, charges
or  encumbrances  of any kind or  nature.  Schedule  4.7  includes  the
current  business and  residence addresses for such shareholders.  None
of the outstanding Company Common Stock  was sold  in an offering which
constituted a "general solicitation" for purposes of Regulation D under
the Securities Act of 1933, as amended.

                                   9
<PAGE>

4.8   Financial Statements.

      The Company  will deliver to  the Purchaser copies of its audited
balance sheet  as of December 31,  2005 ("Company Balance Sheet Date"),
income statement, statement of cash flows, and changes in stockholders'
equity  for  the  period  ending  on the  Company  Balance  Sheet  Date
("Company Financial Statements").  The Company Financial Statements are
complete  and  correct  in all material respects, have been prepared in
accordance with GAAP and present fairly the financial position, results
of  operations,  cash flows, and changes in stockholders' equity of the
Company as at the dates and for the periods indicated.

4.9   No Undisclosed Liabilities.

      The  Company  does   not  have  any  indebtedness,   obligations,
guarantees  or  liabilities  of  any kind  (whether  accrued, absolute,
contingent or otherwise,   and whether due or to become due) that would
have  been required  to be  reflected in, reserved against or otherwise
described  on the Company Financial  Statements or in the notes thereto
in accordance  with GAAP  which  are  not fully  reflected in, reserved
against  or otherwise  described in the Company Financial Statements or
the notes thereto  or which were not incurred in the ordinary course of
business since the Balance Sheet Date.

4.10 Taxes.

      (a) Except  as  set  forth  on  Schedule  4.10  to the Disclosure
Letter, (A)  all federal, state, local, sales, use or other tax returns
of any  kind or  nature  ("Tax Returns")  required to be filed by or on
behalf of  the Company have  been properly prepared and duly and timely
filed with  the appropriate  taxing authorities in all jurisdictions in
which  such Tax  Returns are required  to be filed (after giving effect
to any valid extensions of time in which to make such filings), and all
such  Tax  Returns  were  true,  complete  and  correct in all material
respects;  (B)  all  amounts  shown  on  such  Tax  Returns  (including
interest  and penalties)  as due  from the  Company ("Taxes") have been
fully and timely paid, and adequate reserves or accruals for Taxes have
been provided for in the Company's financial statements with respect to
any  period for  which Tax Returns have not yet been filed or for which
Taxes are not yet  due and owing;  and (C) the Company has not executed
or  filed  with the  IRS or  any other  taxing authority any agreement,
waiver or other document  or arrangement extending or having the effect
of  extending  the  period  for  assessment  or  collection  of   Taxes
(including,  but not limited to, any applicable statute of limitation),
and no power  of attorney with respect to  any Tax  matter is currently
in force.

      (b) All deficiencies  asserted or assessments made as a result of
any  examinations by the  IRS or  any other taxing authority of the Tax
Returns of or covering  or including  the Company have been fully paid,
and there are no other audits or investigations by any taxing authority
in  progress,  nor has the Company  received any notice from any taxing
authority that it  intends to conduct such an audit or investigation. A
federal,  state,  local  or foreign  taxing authority in any current or
prior  examination,  which  by  application  of  the  same  or  similar
principles,  could  reasonably  be  expected  to  result  in a proposed
deficiency for any subsequent taxable period, has raised no issue.

      (c) There  are no liens as a  result of any unpaid Taxes upon any
of the assets of the Company.

                                   10
<PAGE>

4.11  Real Property.

      The  Company  does  not  own, lease or otherwise control any real
property.

4.12  Tangible Personal Property.

      The Company does not own, lease or otherwise control any tangible
personal property.

4.13  Intangible Property.

      The Company owns  and controls exclusive sublicensing rights (for
telomeric  elongation) to  United States Patent Application, Docket No.
63206  and  63206  PCT (the "Patent"),  described  as sustained-release
nanoparticle  compositions  and  methods  for  using  the  same and any
divisions, re-issues,  re-examinations, and continuations to the extent
they are directed to  the subject matter and dominated by the claims of
the Patent.  These rights  confer exclusive  non-competitive use of the
technology in a field, are permanent  (contingent upon the satisfaction
of milestones), and permit for the further  sublicensing  of technology
by Telomolecular for certain described uses.
      These patents shall be transferred to the Surviving Company under
the authority of the existing  agreement entitled "EXCLUSIVE SUBLICENSE
AGREEMENT" between UNeMed  and Telomolecular which  designates transfer
of ownership in the circumstance of merger. Furthermore, UNeMed will be
asked to  provide certification that  this transfer  is acceptable. All
other  trade  secrets  and  intellectual  property not described herein
shall also be transferred to the  Surviving Company and incorporated as
part of the company's intellectual domain.

4.14  Material Contracts.

      Schedule  4.14 of  the Disclosure Schedule  sets forth all of the
contracts  to which  the Company  is a  party  or by  which it is bound
(collectively,   the  "Material  Contracts").   There  have  been  made
available  to the Purchaser,  its affiliates and their representative's
true  and complete  copies of all of the Material Contracts. All of the
Material  Contracts  and other  agreements  re in full force and effect
and  are the  legal,  valid  and  binding  obligation  of  the Company,
enforceable  against  them  in  accordance  with  its terms, subject to
applicable  bankruptcy,  insolvency,   reorganization,  moratorium  and
similar  laws  affecting  creditors'  rights and remedies generally and
subject,  as  to  enforceability,  to  general  principles  of   equity
(regardless of whether enforcement  is sought in a proceeding at law or
in equity). The Company is not in default in any material respect under
any Material  Contracts,  nor, to the  knowledge of the Company, is any
other  party to any  Material  Contract in  default  thereunder  in any
material respect.

4.15  Litigation.

      There  is  no  suit,  action, proceeding, investigation, claim or
order  pending  or, to the knowledge of the Company, overtly threatened
against the Company, or  against  any of the officers, directors or key
employees of the Company  with respect  to their business activities on
behalf of  the  Company,  which,  if adversely determined, would have a
Company  Material  Adverse  Effect,  before  any  court, or  before any
governmental department, commission, board, agency, or instrumentality;
nor to the knowledge  of the Company, is there any reasonable basis for
any such action, proceeding, or investigation.

                                    11
<PAGE>

4.16  Compliance with Laws; Permits.

      The  Company  is  in   compliance with all laws applicable to the
Company  or  o the conduct of the business or operations of the Company
or  the  use of  its  properties  (including any leased properties) and
assets,  except  for such non-compliances as would not, individually or
in the aggregate,  have a  Company Material Adverse Effect. The Company
has  all  governmental  permits  and  approvals  from state, federal or
local  authorities  which  are  required for the Company to operate its
business, except for those the absence of which would not, individually
or in the aggregate, have a Company Material Adverse Effect.

4.17  Insurance.

      The  Company  does  not  maintain  any  insurance. The Company is
required,  according  to  the  terms of  its licensing  agreement  with
UNeMed, to purchase and maintain general liability insurance.

4.18  Receivables; Payables.

      (a) The Company has no accounts receivable.

      (b) All  accounts  payable  of  the  Company are reflected in the
Balance Sheet.

4.19  No Misrepresentation.

      No  representation  or warranty  of the Company contained in this
Agreement,  in  any  schedule  hereto,  in  any certificate  or   other
instrument  furnished by  the Company  to the Purchaser pursuant to the
terms  hereof,  or in the Confidential  Private Placement Memorandum of
the Company  dated February  1, 2006 contains any untrue statement of a
material fact or omits to  state a material  fact necessary to make the
statements contained herein or therein not misleading.

4.20 Financial Advisors.

      No person has acted,  directly or indirectly, as a broker, finder
or  financial   advisor  for   the  Company  in   connection  with  the
transactions  contemplated by  this Agreement and no Person is entitled
to any fee or commission or like payment in respect thereof.

                               Article V
                               COVENANTS

5.1   Access to Information.

      The Company and  the Purchaser agree that, prior to the Effective
Date, each party shall be entitled, through its officers, employees and
representatives (including, without  limitation, its legal advisors and
accountants), to make such  investigation of the properties, businesses
and operations  of  the other  party  and  its  subsidiaries  and  such
examination  of  the  books,  records  and  financial  condition of the
thereof  as  it  reasonably requests and to make extracts and copies of
such books and  records.  Any such  investigation and examination shall
be  conducted  during  regular  business  hours  and  under  reasonable
circumstances.  No  investigation  prior to  or after  the date of this
Agreement  shall  diminish  or  obviate  any  of  the  representations,
warranties,  covenants  or  agreements of  each party contained in this
Agreement.  In order  that each party may have full opportunity to make
such physical,  business,  accounting  and legal review, examination or
investigation as it may  reasonably request, each party shall cause its
officers, employees,  consultants,  agents,  accountants, attorneys and
other representatives to  cooperate fully  with such representatives in
connection with such review and examination.

                                  12
<PAGE>

5.2   Conduct of the Business Pending the Closing.

      (a) Except as otherwise  expressly contemplated by this Agreement
or with the prior written consent of the other party to this Agreement,
each party shall:

          (i) conduct  its   business  only  in   the  ordinary  course
consistent with past practice;

          (ii) use  its  best  efforts  to  (A)  preserve  its  present
business  operations,   organization  (including,  without  limitation,
management  and the  sales  force) and  goodwill  and (B)  preserve its
present relationship with persons having business dealings with it;

          (iii) maintain  (A)  all  its  assets and properties in their
current condition, ordinary wear  and tear  excepted  and (B) insurance
upon all of its assets and properties in such amounts and of such kinds
comparable to that in effect on the date of this Agreement; and

          (iv) maintain its books, accounts and records in the ordinary
course of business consistent with past practices.

      (b) Except as otherwise  expressly contemplated by this Agreement
or with the prior written consent of the other party to this Agreement,
neither party shall:

          (i) declare,  set  aside,  make  or pay any dividend or other
distribution in respect of its capital  stock or  that of  a subsidiary
or repurchase, redeem or  otherwise acquire any  outstanding shares its
capital stock or other securities  of, or other ownership interests in,
it or any of its subsidiaries except;

          (ii) transfer,  issue,  sell  or dispose of any shares of its
capital stock or other securities or  grant options, warrants, calls or
other rights to purchase or  otherwise  acquire  shares  of its capital
stock or other securities, except as set forth above;

          (iii) effect  any  recapitalization,  reclassification, stock
split or like change in its capitalization or any of its subsidiaries;

          (iv) amend its certificate  of incorporation or by-laws or of
any of its subsidiaries;

          (v) (A) materially increase  the annual level of compensation
of any of its employees,  (B) increase the annual level of compensation
payable  or to  become  payable  to any of  their  respective executive
officers,  (C)  grant  any  unusual or  extraordinary bonus, benefit or
other direct  or indirect  compensation  to any  employee,  director or
consultant,  other  than in  the ordinary  course  consistent with past
practice,  (D)  increase  the  coverage or benefits available under any
(or create  any new)  severance  pay,  termination  pay,  vacation pay,
company  awards,  salary   continuation  for  disability,  sick  leave,
deferred  compensation,  bonus   or   other   incentive   compensation,
insurance,  pension or  other employee benefit plan or arrangement made
to, for,  or  with any of its directors, officers, employees, agents or
representatives or  otherwise  modify  or  amend  or terminate any such
plan  or  arrangement  or  (E)  enter  into  any  employment,  deferred
compensation,   severance,   consulting,  non-competition   or  similar
agreement (or amend any such agreement);

                                  13
<PAGE>

          (vi) except  for  trade  payables  and  for  indebtedness for
borrowed  money  incurred  in  the  ordinary  course  of  business  and
consistent  with past  practice,   borrow monies for any reason or draw
down on any line of credit or debt obligation, or become the guarantor,
surety,  endorser  or  otherwise liable  for any  debt,  obligation  or
liability (contingent or otherwise) of any other person;

          (vii) subject  to any  lien  (except  for  leases that do not
materially  impair  the use  of the  property  subject thereto in their
respective  businesses  as presently  conducted), any of its properties
or assets (whether tangible or intangible);

          (viii) acquire  any  material  properties  or assets or sell,
assign, transfer,  convey,  lease  or otherwise  dispose  of any of the
material  properties or  assets  (except  for fair consideration in the
ordinary  course   of  business   consistent  with  past  practice  and
explicitly except  for any  material property  considered useful in the
art of "telomere elongation" that is deemed  as a desirable acquisition
target by Company management;

          (ix) cancel  or  compromise  any  debt  or  claim or waive or
release any  material  right except  in the ordinary course of business
consistent with past practice;

          (x) introduce  any  material  change  with  respect  to   the
operation of  its business, including any material change in the types,
nature, composition or quality of  its products or services, experience
any  material change in any contribution  of its  product  lines to its
revenues  or  net  income,  or,  other  than  in the ordinary course of
business, make any change in product  specifications or prices or terms
of distributions of such products;

          (xi) enter  into  any  transaction  or make or enter into any
contract  which  by  reason  of  its  size or  otherwise  is not in the
ordinary course of business consistent with past practice; or

          (xii) agree to do anything  prohibited by this Section 5.2 or
anything  which  would  make any of  its representations and warranties
contained in this Agreement untrue or incorrect in any material respect
as of any time through and including the Effective Time.

      (c) A general  exception  to these  covenants is that the Company
may negotiate, and use all available means including all of its current
assets and financial resources, to  reach any agreement with any entity
as it relates to the acquisition of intellectual  property  of any kind
deemed relevant to the elongation and repair of chromosomal telomeres.

5.3   Disclosure Supplements.

      Within 10 days after the end of each month, Purchaser and Company
will promptly  supplement or  amend its  Disclosure Letter with respect
to any matter hereafter arising which,  if existing, occurring or known
at the date of this Agreement, would  have  been  required  to  be  set
forth or described  in their Disclosure Letter or which is necessary to
correct  any information  in  their  Disclosure  Letter  which has been
rendered materially inaccurate thereby.  Notwithstanding the foregoing,
the  amendment  or supplementation  of a Disclosure Letter shall not be
considered  as  a  cure  of  any  defect,  or  a  waiver of any rights,
including any  right of  termination or any breach under this Agreement
which may otherwise arise or exist under this Agreement.

                                  14
<PAGE>

5.4   Shareholder Meetings.

      The parties shall  notice and conduct shareholder meetings to act
upon the proposed Merger promptly  after each party has given the other
notice  that  it  has  completed its due diligence investigation and is
satisfied thereiwith.

5.5   Consents.

      The Company  shall  use its best efforts, and the Purchaser shall
cooperate with the Company, to obtain  at the earliest practicable date
all  consents  and approvals required to  consummate  the  transactions
contemplated by this Agreement.

5.6   Other Actions.

      Each of  the Company and the Purchaser shall use its best efforts
to  (i)  take  all  actions necessary  or appropriate to consummate the
transactions  contemplated  by  this  Agreement  and  (ii)  cause   the
fulfillment  at  the earliest practicable date of all of the conditions
to   their  respective  obligations  to  consummate  the   transactions
contemplated by this Agreement.

5.7   Publicity.

      Neither  the  Company  nor the Purchaser shall, before completion
of  the  Merger,  issue  any  press  release  or  public   announcement
concerning  this  Agreement  or  the  transactions c ontemplated hereby
without obtaining the prior written approval of the other party hereto,
which  approval  will  not be unreasonably withheld or delayed, unless,
in  the  sole  judgment  of  the  Purchaser,  disclosure  is  otherwise
required  by applicable  law or  by the  applicable  rules of any stock
exchange  on which  the Purchaser  lists or intends to list securities,
provided  that, to  the extent  required  by applicable  law, the party
intending  to make  such release  shall use its best efforts consistent
with such applicable law to consult  with  the other party with respect
to the text thereof.

                               Article VI
                         CONDITIONS TO CLOSING

6.1   Conditions Precedent to Obligations of Purchaser.

      The  obligation  of the  Purchaser to consummate the transactions
contemplated  by  this  Agreement  is subject to the fulfillment, on or
prior to the Effective  Time, of each  of the following conditions (any
or all of which may be waived by the  Purchaser  in whole or in part to
the extent permitted by applicable law):

      (a) All  representations  and warranties of the Company contained
herein  shall be  true and  correct  in all material respects as of the
Effective Time  with  the  same  effect as though those representations
and warranties had been made  again at  and as of that time (except for
those representations and warranties which speak as of a specific date,
which  shall  be true  and correct  in all material respects as of such
date);

      (b) the Company shall have performed and complied in all material
respects with all  obligations and covenants required by this Agreement
to be performed or  complied  with by  it on or  prior to the Effective
Time;

      (c) the  Purchaser  shall  have  been furnished with certificates
(dated  the  Effective  Date  and  in  form  and  substance  reasonably
satisfactory  to  the  Purchaser)  executed  by  the  President  of the
Company certifying  as  to  the fulfillment of the conditions specified
in Sections 6.1(a) and 6.1(b) hereof;

                                 15
<PAGE>

      (d) the  Company  shall  have  obtained  all consents and waivers
referred  to in  Section  4.6  hereof with  respect to the transactions
contemplated by this Agreement;

      (e) there  shall  not  have been  or occurred any event which has
caused or may  reasonably  be expected  to  cause  a  Company  Material
Adverse Effect;

      (f) no legal proceedings shall have been instituted or threatened
or  claim or demand  made against  the Company or the Purchaser seeking
to restrain  or prohibit  or to obtain substantial damages with respect
to the  consummation of the transactions contemplated hereby, and there
shall not be in effect any order by  a  governmental  body of competent
jurisdiction  restraining,  enjoining  or  otherwise  prohibiting   the
consummation of the transactions contemplated hereby, and

      (g) Purchaser   shall   have   completed   its   due    diligence
investigation of  Company and  have satisfied itself that the Merger is
in the best interests of the Purchaser and its shareholders.

6.2   Conditions Precedent to Obligations of the Company.

      The  obligations  of the  Company  to consummate the transactions
contemplated  by this  Agreement  are subject to the fulfillment, prior
to or on  the Effective  Date, of each of the following conditions (any
or all of which may be waived by the Company in whole or in part to the
extent permitted by applicable law):

      (a) all representations and warranties of the Purchaser contained
herein  qualified as  to  materiality  shall be true and correct in all
material respects ,  and all  representations  and  warranties  of  the
Purchaser  contained  herein not  qualified  as to materiality shall be
true and correct, at and as of  the Effective Date with the same effect
as though those  representations  and warranties had been made again at
and as of  that date  (except for those  representations and warranties
which speak as of a  specific date, which  shall be true and correct as
of such date);

      (b) the  Purchaser  shall  have  performed  and  complied  in all
material respects with all  obligations and  covenants required by this
Agreement to be performed or complied  with by Purchaser on or prior to
the Effective Date;

      (c) the  Company  shall  have  been  furnished  with certificates
(dated  the  Effective  Date  and  in  form  and  substance  reasonably
satisfactory to the Company) executed by the President of the Purchaser
certifying  as  to  the  fulfillment  of  the  conditions  specified in
Sections 6.2(a) and 6.2(b);

      (d) the  Purchaser  shall  have obtained all consents and waivers
referred  to  in  Section 3.6  hereof  with respect to the transactions
contemplated by this Agreement;

      (e) there  shall  not  have  been or occurred any event which has
caused  or  may reasonably  be  expected  to cause a Purchaser Material
Adverse Effect;

      (f) no legal proceedings shall have been instituted or threatened
or claim or demand made  against  the Purchaser, seeking to restrain or
prohibit  or  to  obtain  substantial  damages  with  respect  to   the
consummation  of the  transactions contemplated hereby, and there shall
not  be  in  effect  any  order  by  a  governmental  body of competent
jurisdiction  restraining,  enjoining  or  otherwise   prohibiting  the
consummation of the transactions contemplated hereby,

                                  16
<PAGE>

      (g)  Company's  common   stock  shall  have  been  authorized for
quotation on the OTCBB;

      (h)  Company shall have completed its due diligence investigation
of Purchaser  and have  satisfied itself that the Merger is in the best
interests of the Company and its shareholders.

                             Article VII
                      DOCUMENTS TO BE DELIVERED

7.1   Documents to be Delivered by the Company.

      At  the  Closing,  the Company shall deliver to the Purchaser the
following:

      (a) the certificates referred to in Section 6.1(c) hereof;

      (b) certificates  of good  standing  with  respect to the Company
issued by the Secretary of State of its state of incorporation; and

      (c) such  other  documents  as  the  Purchaser  shall  reasonably
request.

7.2   Documents to be Delivered by the Purchaser.

      At  the Closing,  the Purchaser  shall deliver to the Company the
following:

      (a) the certificates referred to in Section 6.2(c) hereof;

      (b) certificates  of good  standing with respect to the Purchaser
issued by the Secretary of State of its state of incorporation; and

      (c) such other documents as the Company shall reasonably request.

                            Article VIII
                  TERMINATION; AMENDMENT AND WAIVER

8.1   Termination by Mutual Consent.

      This Agreement may be terminated at any time prior to the Closing
by the mutual written consent of Company and Purchaser.

8.2   Termination by Either Party.

      If any condition precedent to the Company's obligations hereunder
is not satisfied and such  condition is not waived by the Company at or
prior to the Closing Date, or if any condition precedent to Purchaser's
obligations hereunder is not satisfied and such condition is not waived
by Purchaser  at  or  prior  to  the  Closing  Date,  the  Company,  or
Purchaser,  as the case  may  be, may terminate this Agreement at their
option  by  written  notice to  the other  party unless the terminating
party shall be in default of its  obligations  hereunder  or unless the
failure  of  condition  is  the  result of  the material breach of this
Agreement  by  the  party  seeking  to  terminate.  In the event that a
condition  precedent  to its  obligations  is  not  satisfied,  nothing
contained  herein  shall  be  deemed  to require any party to terminate
this   Agreement, rather than  to waive  such condition  precedent  and
proceed  with the  transactions contemplated hereby or permit the other
party additional time to  attempt to  satisfy such condition precedent.
For purposes here, the  Closing Date shall mean and be April 21st, 2006
or such other date as the parties may mutually agree.

                                  17

8.3   Amendment.

      This Agreement may be  amended or modified in whole or in part at
any  time  but  only  by an  agreement  in writing executed in the same
manner as this Agreement.

                               Article IX
                              MISCELLANEOUS

9.1   Payment of Sales, Use or Similar Taxes.

      All sales,  use,  transfer,  intangible, recordation, documentary
stamp or similar taxes or charges, of any nature whatsoever, applicable
to, or resulting from, the  transactions contemplated by this Agreement
shall be borne by the Company.

9.2   Expenses.

      Except as otherwise  provided  in this Agreement, the Company and
the  Purchaser shall  each bear its own expenses incurred in connection
with the  negotiation  and execution of  this  Agreement and each other
agreement, document and instrument  contemplated  by this Agreement and
the consummation of the transactions contemplated hereby and thereby.

9.3   Further Assurances.

      The  Company and the Purchaser each agrees to execute and deliver
such other documents or agreements and to take such other action as may
be reasonably necessary  or desirable  for  the  implementation of this
Agreement and the  consummation of the transactions contemplated hereby
in a timely manner.

9.4   Binding Effect; Assignment.

      This Agreement  shall be binding upon and inure to the benefit of
the  parties  and  their  respective  successors and permitted assigns.
Nothing in this Agreement shall create or be deemed to create any third
party  beneficiary  rights in  any person or entity not a party to this
Agreement except as provided  below. No assignment of this Agreement or
of  any  rights  or  obligations  hereunder  may be  made by either the
Company or the Purchaser (by operation of law or otherwise) without the
prior  written consent  of the  other parties  hereto and any attempted
assignment without the required consents shall be made.

9.5   Counterparts.

      This  Agreement  may be executed in several counterparts, and all
so executed shall  constitute  one agreement,  binding  on each  of the
parties, notwithstanding that  all the parties are not signatory to the
original or  the same  counterpart.   Telecopied,  confirmed, signature
pages shall  have the  same legal and evidentiary effect as delivery of
manually executed signature pages.

9.6   No strict construction.

      The  language  used  in  this Agreement  will be deemed to be the
language chosen by the parties to express  their mutual intent.  In the
event an ambiguity or question of intent or interpretation arises, this
Agreement  will be  construed as if drafted jointly by the parties, and
no presumption  or burden  of proof shall arise favoring or disfavoring
any  person  or  entity  by  virtue  of  the  authorship  of any of the
provisions of this Agreement.

AMERICAN BUSINESS CORPORATION



By: /s/ Anthony Russo
    -----------------------------
    Anthony R. Russo, CEO & President


TELOMOLECULAR CORP.


By: /s/ Matthew Sarad
    -----------------------------
    Matthew A. Sarad, CEO


                                    18
<PAGE>


EXHIBIT 3.3(c)--SERIES F PREFERRED STOCK.


          The Series F Preferred Stock shall carry the following rights
and preferences:

      1.  Voting rights.  Except as otherwise expressly provided herein
or by law,  the holders  of shares of Series F Preferred Stock shall be
entitled to vote on all matters and shall be entitled to that number of
votes equal to the  largest number of whole shares of Common Stock into
which  such  holder's  shares  of  Series  F  Preferred  Stock could be
converted,  pursuant  to  the  provisions  of  Section 2 hereof, at the
record  date for  the determination of shareholders entitled to vote on
such matter or, if no such record date is established, at the date such
vote  is  taken  or  any  written consent of shareholders is solicited.
Except as otherwise expressly  provided herein or as expressly required
by law, the holders of  shares of  Series F Preferred  Stock and Common
Stock shall vote together as a single class on all matters.

      2.  Conversion.   Each  share of  Series F Preferred Stock may be
converted,  at  the option of the holder thereof, into shares of common
stock of the corporation, on the terms and conditions  set forth below:

      2A. Subject  to  the  provisions  for adjustment  hereinafter set
forth, each share of the Series F Preferred Stock  shall be convertible
at the  option of  the holder  thereof, in  the manner  hereinafter set
forth, into 5,750 shares of common stock of the  corporation.

      2B. The number of shares of common stock into which each share of
the  Series  F Preferred  Stock  is  convertible shall be appropriately
adjusted from time to time:

      2B(1) In  case the corporation  shall at any time or from time to
time declare  or pay  any  dividend  on its common stock payable in its
common stock or effect a subdivision of the outstanding  shares  of its
common stock into a greater number of shares of common stock;

      2B(2) In case  the  corporation at  any time or from time to time
shall combine or consolidate the outstanding shares of its common stock
into a lesser number of shares of common stock.

      2C. The record holder of any shares of Series F Preferred Stock
may exercise his option to convert such shares into shares of common
stock one-third on _____________ __, 2007, one-half on
______________ __, 2008, and the balance of such shares on
_______________ __, 2009 by surrendering for such purpose to the
corporation, at its principal  office or at such other office or agency
maintained  by  the  corporation  for  that  purpose,  a certificate or
certificates representing  the shares of Series F Preferred Stock to be
converted accompanied  by  a  written  notice  stating that such holder
elects to convert a specified whole number of such shares in accordance
with the provisions of this section and specifying the name or names in
which such holder wishes the  certificate or certificates for shares of
common stock to be issued. In  case such notice shall specify a name or
names other than that of such  holder, such notice shall be accompanied
by payment of all transfer taxes payable upon the issuance of shares of
common stock in such name or names.  As promptly as practicable, and in
any event  within  five  business  days  after  the  surrender  of such
certificates   and the  receipt of such notice relating thereto and, if
applicable,  payment  of transfer  taxes, the corporation shall deliver
or cause  to  be  delivered (a) certificates representing the number of
validly  issued,  fully paid,  and nonassessable shares of common stock
of the corporation  to which  the holder of Series F Preferred Stock so
converted  shal  be  entitled  and (b)  if less than the full number of
shares  of  Series  F  Preferred  Stock  evidenced  by  the surrendered
certificate or  certificates are  being converted, a new certificate or

                                  19
<PAGE>

certificates, of like tenor, for the number of shares evidenced by such
surrendered  certificate or  certificates  less  the  number  of shares
converted. Such conversions  shall be  deemed  to have been made at the
close  of  business  on  the  date of giving of such notice and of such
surrender  of  the  certificate or certificates representing the shares
of Series  F  Preferred Stock to be converted so that the rights of the
holder thereof shall cease except for the right to receive common stock
of the corporation in  accordance  herewith,  and the converting holder
shall be treated for all purposes as having become the record holder of
such common stock of the corporation at such time.

Notwithstanding  the  foregoing,  the Series F Preferred Stock shall be
fully  convertible  upon  a "change  in control" of the corporation for
purposes of Item 5.01 of Form 8-K  under the Securities Exchange Act of
1934, other  than  a change  in  control  resulting  from a transaction
reported on Form 8-K not more than 3 months after  the creation of this
Series F Preferred Stock.

      2D.  In  connection with the conversion of any shares of Series F
Preferred  Stock,  no  fractions  of  shares  of  common stock shall be
issued, but the  corporation  shall pay  a  cash judgment in respect of
such fractional interest in an amount equal to the market value of such
fractional interest.

      2E.  At all times that Series F Preferred Stock is convertible as
provided above, the corporation shall reserve and keep available out of
its authorized common  stock the  full number of shares of common stock
of the  corporation  issuable  upon  the  conversion of all outstanding
shares of the Series F Preferred Stock.

      2F.  If  any  capital  reorganization  or reclassification of the
capital  stock of  the Corporation shall be effected in such a way that
holders of  Common Stock shall be entitled to receive stock, securities
or assets  with respect  to or in exchange for Common Stock, then, as a
condition  of  such  reorganization  or  reclassification,  lawful  and
adequate  provisions  shall be  made  whereby each holder of a share or
shares  of  Series  F Preferred Stock shall thereupon have the right to
receive,  upon  the  basis  and upon the terms and conditions specified
herein  and  in  lieu  of  the  shares  of  Common  Stock   immediately
theretofore  receivable  upon the conversion of such share or shares of
Series  F  Preferred  Stock, such shares of stock, securities or assets
as  may  be  issued  or  payable  with  respect to or in exchange for a
number  of  outstanding  shares  of Common Stock equal to the number of
shares  of  such  Common  Stock immediately theretofore receivable upon
such  conversion  had such reorganization or reclassification not taken
place,  and in any such  case appropriate provisions shall be made with
respect to the rights and  interests of such holder to the end that the
provisions hereof shall  thereafter be applicable, as nearly as may be,
in relation  to  any  shares  of stock, securities or assets thereafter
deliverable upon the exercise of such conversion rights.

      2G.  Definition  of  Common  Stock.  As used in this paragraph 2,
the  term  "Common Stock"  shall  mean  and  include the  Corporation's
authorized  Common Stock,  $.001 par value per share, as constituted on
the  date of filing of  these terms of the Series F Preferred Stock and
the  shares of  Common  Stock  receivable  upon conversion of shares of
Series F Preferred Stock shall include only shares designated as Common
Stock of  the Corporation  on the date of filing of this instrument, or
in case  of any  reorganization  or reclassification of the outstanding
shares  thereof, the  stock,   securities  or assets  provided  for  in
subparagraph 2F.

      3.   Liquidation.   Upon any  liquidation, dissolution or winding
up of the corporation, whether voluntary or involuntary, the holders of
shares  of  Series  F  Preferred Stock shall be entitled to  be paid an
amount  (the "Liquidation Payment")  equal  to such amount per share of
Series F Preferred Stock as would have been payable had each such share
been  converted  to  common  stock  immediately  prior to such event of
liquidation, dissolution or winding up,

                                    20
<PAGE>

Whenever the distribution provided for in this Section shall be payable
in  property  other  than cash, the value of such distribution shall be
the fair market  value of  such property as determined in good faith by
the Board of Directors of the Corporation.

      4.  Dividends.  The holders of the Series F Preferred Stock shall
be entitled to receive,  out of  funds legally available therefor, when
and if  declared  by  the  Board  of  Directors, dividends equal to the
amount payable upon a share of Common Stock multiplied by 5,750.

      5.  Protective  Provisions.   As long  as  any shares of Series F
Preferred  Stock shall be  outstanding, (i) the holders of the Series F
Preferred  Stock shall have the  right and option to designate and vote
(and remove  and replace)  as a class with respect to one member of the
corporation's  Board of Directors,  and (ii)  the terms of the Series F
Preferred Stock shall not be amended without the consent of the holders
of not less  than a  majority  of the  outstanding  Series F  Preferred
Stock, and  (iii)  the Common  Stock shall  not be subject of a reverse
split or any other reorganization or  reclassification which shall have
the effect of reducing the number of outstanding shares of Common Stock
without the consent of the holders  of not less  than a majority of the
outstanding Series F Preferred Stock.

                                   21
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "abc8k022706.txt", "secsgml_size_bytes": 70603}]
{"company-data": {"conformed-name": "AMERICAN BUSINESS CORP", "cik": "0000820408", "assigned-sic": "4213", "irs-number": "680133692", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-16417-LA", "film-number": "06651510"}, "business-address": {"street1": "222 GRACE CHURCH STREET", "street2": "SUITE 300", "city": "PORT CHESTER", "state": "NY", "zip": "10573", "phone": "9149395081"}, "mail-address": {"street1": "222 GRACE CHURCH STREET", "street2": "SUITE 300", "city": "PORT CHESTER", "state": "NY", "zip": "10573"}, "former-company": [{"former-conformed-name": "LOGISTICS MANAGEMENT RESOURCES INC", "date-changed": "20010426"}, {"former-conformed-name": "U S TRUCKING INC", "date-changed": "19980923"}, {"former-conformed-name": "NORTHERN DANCER CORP", "date-changed": "19930723"}]}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                               FORM 8-K

                            Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                          February 22, 2006
                          -----------------
            Date of Report (Date of earliest event reported)

                    American Business Corporation
                    -----------------------------
           (Exact name of Registrant as specified in charter)

Colorado                        33-9640-LA                 90-0249312
--------                        ----------                 ----------
(State or other jurisdiction  (Commission File         (IRS. Employer
     of incorporation)		   Number)	        Identification
                                                               Number)

        11921 Brinley Ave., Louisville, KY                   40243
        ----------------------------------                   -----
     (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (502) 244-1964

Item 1.01.  Entry into a Material Definitive Agreement.

On  February  22,  2006  we   entered  into  a  Merger  Agreement  with
Telomolecular Corp.,   a   Delaware   corporation,  pursuant  to  which
Telomolecular  would  merge  with  and  into  AMBC.  After  the  merger
Telomolecular  shareholders  would  own  or  have  the right to receive
approximately 74.5% of our outstanding common stock (on a fully-diluted
basis).   Telomolecular  is  a development stage  bio-tech company with
principal  offices   in   Sacramento,   California.   It  was  recently
organized  to  develop  a new  class of drugs to deliver large-molecule
proteins important in the treatment of aging  and age-related diseases.
Consummation of the merger is subject to numerous conditions, including
satisfaction of each party with its due diligence  investigation of the
other.  A tentative closing date has been set for late April, 2006.
Item 7(c) Exhibits

Merger Agreement between Company and Telemolecular Corp. dated February
22, 2006

                                SIGNATURES

      Pursuant to the  requirements of the  Securities  Exchange Act of
1934, as amended, we  have  duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated:  February 28, 2006
                                         AMERICAN BUSINESS CORPORATION

                                         By: /s/ Anthony Russo
                                            ----------------------
                                            Name: Anthony Russo

                                            Title: CEO & President

                                     2
Exhibit

                             MERGER AGREEMENT

                                 BETWEEN
                   American Business Corporation (Colorado)
                                   AND
                       Telomolecular Corp. (Delaware)

MERGER  AGREEMENT,  dated  as of  February 22, 2006  (the "Agreement"),
between  American Business  Corporation, a Colorado corporation ("AMBC"
or  "Purchaser"),  and  Telomolecular  Corp.,  a  Delaware  corporation
("Telemolecular" or "Company").

PURPOSE  OF  MERGER,  It  is  represented  that AMBC,  a company filing
reports  with the U.S.  Securities & Exchange  Commission under Section
15(d) of  the Securities Exchange of Act of 1934, as amended, no longer
conducts  meaningful  business   operations.  It  is  represented  that
Telomolecular has been newly-formed as a biopharmaceutical company with
valuable  licensing rights  to technology  patents  upon which  to base
substantial research and development, and upon which to base commercial
pharmaceutical  programs.  Telomolecular shall  be merged  into AMBC in
order to bring about meaningful direction to AMBC and its' shareholders.

      W I T N E S S E T H:
      - - - - - - - - - -

      WHEREAS, Purchaser  wishes to acquire  the Company by Merger (the
"Merger");

      WHEREAS, the stockholders of the Company wish to have the Company
merge with  and into Purchaser upon, under and subject to certain terms
and conditions  agreed upon by and among the parties as hereinafter set
forth; and

      NOW,  THEREFORE, in consideration  of the premises and the mutual
covenants  and  agreements  hereinafter  contained, the  parties hereby
agree as follows:

                               Article I

                                MERGER
1.1   Surviving Corporation.

      The  parties  hereto agree  in accordance  with the provisions of
this  Agreement and the  laws of the State of Colorado and the State of
Delaware,  at  the  Effective  Time  (as  defined in Section 1.6),  the
Company shall be merged  with and into the Purchaser, and the Purchaser
shall  be the surviving corporation  (hereinafter sometimes referred to
as  the  "Surviving Corporation")  and  shall  continue  its  corporate
existence  under the  laws of the  Colorado. At the  Effective Time the
separate  existence of the Company  shall cease. The Articles of Merger
filed with  the Secretary of State  of the State of  Colorado to effect
the Merger shall change the name of Purchaser to "Telomolecular Corp."
1.2   Effect and Procedure.

      In  accordance  with  the  provisions  of this  Agreement, at the
Effective  Time, all the  property, real, personal and mixed of each of
the constituent  corporations and all debts  due on whatever account to
any  of them,  including subscriptions  to shares  and other  choses in
action  belonging to  either of them,  shall be taken  and deemed to be
transferred  and vested  in the Surviving  Corporation  without further
act or deed. The Surviving Corporation shall thenceforth be responsible
for   all  the   liabilities   and   obligations  of  the   constituent
corporations,  but the liabilities  of the constituent  corporations or
their  shareholders, directors or  officers shall  not be affected, nor
shall  the rights of  the creditors  thereof or of any persons  dealing
with  the constituent  corporations, or any liens  upon the property of
such corporations, be impaired by  the Merger and any claim existing or
action  or  proceeding  pending by  or against  any of  the constituent
corporations  may be prosecuted  to judgment  as if the  Merger had not
taken place, and the Surviving  Corporation may be proceeded against or
substituted  in  its place. AMBC warrants that all material obligations
have been or will be resolved before the Effective Time.

1.3   Articles of Incorporation.

      The Articles of Incorporation  of the Surviving Corporation shall
be amended  and restated as set  forth in the  Articles of Merger to be
filed  in the state of  Colorado.  The Company may at the discretion of
its  managers choose to redomicile  in the State of Delaware within 120
days of the merger.

1.4   By-Laws.

      The  By-Laws  of  AMBC,   as  in  effect immediately prior to the
Effective Time, shall be the By-Laws of the Surviving Corporation until
amended as therein provided.

1.5   Directors and Officers.

      At the  Effective Time,  the Board of  Directors  and officers of
Company  shall  be  the  directors   and  officers  of  the   Surviving
Corporation,  to  hold  office  in  accordance  with  the  Articles  of
Incorporation and By-Laws of the Surviving Corporation.

1.6   Effective Time, Closing.

      The Merger shall become effective at  the time on  the date as to
which  the Articles of Merger  have been accepted by both the Secretary
of  State of the State of Colorado  and the  Secretary of  State of the
State of Delaware (the "Effective Time").

1.7 Additional Actions.

      If,   at  any  time  after  the  Effective  Time,  the  Surviving
Corporation  shall consider or be advised  that any further assignments
or assurances  in law or any other acts are  necessary or desirable (i)
to vest,  perfect or confirm,  of record or otherwise, in the Surviving
Corporation, title to  and possession of  any property or right  of the
Company acquired or to be acquired by reason of, or as a result of, the
Merger,  or (ii) otherwise to carry out the purposes of this Agreement,
the  Company and its proper  officers and  directors shall be deemed to
have granted  to the  Surviving  Corporation  an irrevocable  power  of
attorney,  coupled  with an  interest,  to execute and deliver all such
proper deeds,  assignments  and assurances  in law  and to do  all acts
necessary or proper to vest, perfect or confirm title to and possession
of  such property or rights in the Surviving  Corporation and otherwise
to carry  out the purposes  of this Agreement;  and the proper officers
and directors of the  Surviving Corporation are fully authorized in the
name of the Company or otherwise to take any and all such action.

                                   2
1.8   Tax-free reorganization.

      The parties intend to adopt this Agreement as  a tax free plan of
reorganization  and  to  consummate the  Merger in  accordance with the
provisions  of  Section  368(a)(1)(A)  of the  Internal Revenue Code of
1986, as amended. The parties may determine to restructure the proposed
reorganization as a  tax-free merger between Company and a newly-formed
subsidiary of Purchaser.

                                 Article II
                            CONVERSION OF SHARES

2.1   Conversion of the Company's Common Stock.

      In the Merger the  holders of shares of  Company common stock and
common stock equivalents  (i.e. options and warrants for Company common
stock) shall receive  a number of shares of  Purchaser common stock and
Purchaser Common  Stock Equivalents  (as defined in Section 4.3)  equal
to seventy-four and one-half percent (74.5%) of the post-Merger, fully-
diluted capitalization  of Purchaser.  Prior to  the respective notices
of  shareholder  meeting being  sent to  the  shareholders  of  each of
Company  and  Purchaser  this  Agreement  shall be amended to state the
exchange ratio  for the  outstanding shares of Company Common Stock and
manner of  converting Company Common  Stock Equivalents  into Purchaser
Common Stock Equivalents (as defined in Section 3.3).

2.2   Exchange of Shares.

(a) After the Effective  Time there shall be no  transfers on the stock
transfer  books of the  Surviving Corporation of  the shares of Company
Common Stock or Company Common Stock Equivalents which were outstanding
immediately prior to the Effective Time. If, after the  Effective Time,
certificates  or  instruments  representing   such  are  presented  for
transfer  to the Surviving  Corporation,  they  shall be cancelled  and
exchanged  for  certificates  or  instruments  representing  shares  of
Purchaser  Common  Stock  or  Purchaser  Common  Stock  Equivalents  as
provided in this Section 2.

(b) [deleted]

(c) The AMBC Common Stock  issuable to  stockholders of  the Company in
the Merger will not be registered under the Securities Act of 1933,  as
amended (the "Act")  or any state securities acts and will be issued in
reliance  upon  certain  exemptions  contained  in  federal  and  state
securities  laws.   There  will  be  substantial  restrictions  on  the
transferability of the AMBC Common Stock received in the Merger.

                                  3
Article III

               PURCHASER REPRESENTATIONS AND WARRANTIES

Except as set forth in the disclosure  letter delivered by Purchaser to
Company  on or  prior  to  the date hereof   (the "Purchaser Disclosure
Letter"), which  Purchaser Disclosure Letter  is hereby incorporated by
reference,  Purchaser  represents  and warrants to  Company as follows:

3.1   Organization and Good Standing.

It  is a  corporation  duly organized,  validly  existing  and  in good
standing  under the  laws its jurisdiction of incorporation and has all
requisite  corporate power and  authority to own, lease and operate its
properties and to carry on its business as now conducted.  Purchaser is
duly  qualified or authorized  to do business as  a foreign corporation
and is in good  standing under  the laws  of (i) each  jurisdiction  in
which it owns or leases real  property and (ii) each other jurisdiction
in which  the conduct of  its business  or the ownership of  its assets
requires such  qualification and where  a failure  to be  so  qualified
would have a material adverse effect on the business, assets, financial
condition  or  prospects  of  Purchaser  ("Purchaser  Material  Adverse
Effect").

3.2   Authorization of Agreement.

It has all requisite power, authority and legal capacity to execute and
deliver  this  Agreement,   and  each  other  agreement,  document,  or
instrument  or  certificate  contemplated  by  this  Agreement  or   to
be  executed  by  it  in  connection  with   the  consummation  of  the
transactions  contemplated  by  this Agreement,  and to  consummate the
transactions  contemplated  hereby and  thereby, other than approval of
its  shareholders  under applicable  Colorado law.  This  Agreement has
been, and  each of  the  documents to  be executed  by it will be at or
prior to the Effective Time, duly and validly executed and delivered by
it, and (assuming the  due authorization, execution and delivery by the
other parties hereto and thereto)  this Agreement constitutes, and each
of the documents when so executed and delivered will constitute, legal,
valid  and  binding obligations  of Purchaser,  enforceable against the
Purchaser in accordance with their respective terms.

3.3 Capitalization.

(a) The authorized capital stock of AMBC consists of 500,000,000 shares
of  Common  Stock,  $.01 par  value and  10,000,000 shares of Preferred
Stock without par value. As of the date hereof, there are:

    - Preferred stock, no par value; 10,000,000 shares authorized
      o  Series A, 90,000 shares issued and outstanding
      o  Series B, 2,000 shares issued and outstanding
      o  Series C, 450,000 shares issued and outstanding
      o  Series D, 950 shares issued and outstanding
      o  Series E, 2,300 shares issued and outstanding
    - Common  stock,   par  value  $.001 per share  ("Purchaser  Common
      Stock");  500,000,000 shares authorized, 69,870,517 shares issued
      and outstanding

                                   4
(b) Immediately  prior to the Effective Time there shall be no existing
option,  warrant,  call,  right, commitment  or other agreement  of any
character  to which the Purchaser is a party  requiring, and there will
be no securities of the  Purchaser outstanding which upon conversion or
exchange  would  require,   the issuance,   sale  or  transfer  of  any
additional  shares of  capital stock or other equity  securities of the
Purchaser  or  other  securities convertible into,  exchangeable for or
evidencing  the right  to subscribe for or purchase  shares  of capital
stock or  other equity  securities of the Purchaser  ("Purchaser Common
Stock Equivalents").  The Purchaser is not  a party to any voting trust
or  other  voting  agreement  with  respect  to any of  the  shares  of
Purchaser  Common  Stock or to  any agreement relating to the issuance,
sale, redemption, transfer or other disposition of the capital stock of
the Purchaser.

(c) Immediately prior to the dates on which Company and Purchaser shall
give  notice  to  their  shareholders  of their  respective meetings to
approve  the  Merger  and  immediately  prior  to  the  Effective Time,
Purchaser shall have outstanding  69,870,517 shares of common stock and
10,000 shares of Series F  Preferred Stock convertible into a number of
shares  of  Purchaser  Common  Stock  as  shall  equal  11.5%  of   the
outstanding  Purchaser  Common  Stock  on  a post-Merger, fully-diluted
basis,  with  the  rights  and preferences  set forth in Exhibit 3.3(c)
hereto.

3.4   Subsidiaries. Purchaser has no subsidiaries.

3.5   Corporate Records.

     (a) The Purchaser will deliver within 14 days to the Company true,
correct  and  complete  copies of the Articles of Incorporation and By-
laws of Purchaser.

     (b) The minute book of  the Purchaser previously made available to
the Company contains  complete and accurate records of all meetings and
accurately  reflect all other corporate  action of the stockholders and
board  of  directors  (including committees thereof)  of the Purchaser.
Before  the  Effective Time,  true,  correct and complete copies of the
stock certificate book  and stock transfer ledger of the Purchaser will
be made  available to the  Company.  All stock transfer taxes levied or
payable with respect  to all transfers of shares of the Purchaser prior
to the date  hereof have been paid and appropriate  transfer tax stamps
affixed.

3.6   Conflicts; Consents of Third Parties.

      (a) None of the execution  and delivery by the Purchaser  of this
Agreement,  the consummation of the transactions contemplated hereby or
thereby,  or  compliance  by  the  Purchaser with any of the provisions
hereof  or thereof will (i)  conflict with, or result in the breach of,
any  provision  of the certificate  of incorporation or  by-laws of the
company;   (ii)  conflict  with,  violate,  result  in  the  breach  or
termination of, or constitute a default under any note, bond, mortgage,
indenture,  license,  agreement or other  instrument or  obligation  to
which the Purchaser  is a party or by which it or any of its properties
or assets is bound;  (iii) violate any statute, rule, regulation, order
or decree of  any governmental body or authority by which the Purchaser
is  bound;  or  (iv)  result  in  the  creation  of  any  lien,  charge
or encumbrance  upon the  properties or assets of the Purchaser except,
in case of clauses  (ii), (iii) and (iv), for such violations, breaches
or  defaults as would not,  individually or in the  aggregate,  have  a
Purchaser Material Adverse Effect.

      (b) No consent, waiver,  approval, order, permit or authorization
of, or  declaration or filing with, or  notification to,  any person or
governmental  body  is  required  on  the  part  of  the  Purchaser  in
connection  with  the execution and  delivery  of this Agreement or the
compliance  by  the  Purchaser  with  any  of  the provisions hereof or
thereof,   other  than  approval  of  Purchaser's   shareholders  under
applicable Colorado law.

                                  5
3.7   Financial Statements.

      Purchaser  has delivered to Company  copies of Purchaser's Annual
Report on  Form 10-K for the year  ended 2004 and its Quarterly Reports
on Form 10-Q for the first three fiscal quarters of 2005 (collectively,
the  "AMBC Reports"),  as filed by Purchaser  with the  Securities  and
Exchange Commission.   All  of the  AMBC Reports are  delivered without
exhibits.  The financial statements  contained in the AMBC Reports (the
"AMBC Financial Statements") fairly present the financial condition and
results  of  operations of AMBC  as  at  and  for  the  periods therein
specified in accordance with  generally accepted  accounting principles
consistently  applied,  all as more  particularly  set  forth  in  such
financial statements and the notes thereto.

3.8   No Undisclosed Liabilities.

      As  of   the   Effective   Time  Purchaser   will  not  have  any
indebtedness,  obligations,  guarantees  or  liabilities  of  any  kind
(whether accrued, absolute, contingent or otherwise, and whether due or
to  become  due)   that  would have been required  to  be reflected in,
reserved  against  or  otherwise   described   on  the  AMBC  Financial
Statements or  in the notes thereto  in accordance  with GAAP which are
not fully reflected in, reserved  against or otherwise described in the
Financial Statements or the notes thereto or which were not incurred in
the  ordinary course of business since the date  of the AMBC  Financial
Statements.

3.9   Taxes.

      (a)(A) all federal, state, local, sales, use or other tax returns
of  any kind or nature  ("Tax Returns")  required to be filed by or  on
behalf of the Company have been properly  prepared and duly and  timely
filed with the appropriate  taxing authorities in all jurisdictions  in
which  such Tax  Returns are required  to be filed (after giving effect
to any valid extensions of time in which to make such filings), and all
such  Tax  Returns  were  true, complete  and  correct in  all material
respects; (B) all amounts shown on such Tax Returns (including interest
and penalties)  as due from the Purchaser ("Taxes") have been fully and
timely  paid, and  adequate  reserves or accruals  for Taxes have  been
provided for  in the Purchaser's  financial  statements with respect to
any  period for which Tax Returns  have not yet been filed or for which
Taxes are not yet due and owing; and (C) the Purchaser has not executed
or filed  with the  IRS or any  other taxing  authority  any agreement,
waiver or other document or arrangement extending or  having the effect
of  extending  the  period  for  assessment  or  collection  of   Taxes
(including, b ut not limited to, any applicable statute of limitation),
and no power  of  attorney with respect  to any Tax matter is currently
in force.

      (b) All  deficiencies asserted or assessments made as a result of
any examinations by the IRS   or any other  taxing authority of the Tax
Returns of or covering or including the Purchaser have been fully paid,
and there are no other audits or investigations by any taxing authority
in progress, nor has the  Purchaser received any notice from any taxing
authority that it intends  to conduct such an audit or investigation. A
federal,  state, local or  foreign taxing   authority in any current or
prior  examination,   which  by  application  of  the  same  or similar
principles,  could  reasonably  be  expected  to  result  in a proposed
deficiency for any subsequent taxable period, has raised no issue.

                                 6
(c)  There are  no Liens as a result of any unpaid Taxes upon any
of the assets of the Purchaser.

3.10  Real Property.

      Purchaser  does  not  own, lease  or  otherwise  control any real
property.

3.11  Tangible Personal Property.

      The  Purchaser  does  not  own, lease  or  otherwise  control any
tangible or intangible personal property.

3.12  Material Contracts.

      Purchaser has no material contracts.

3.13  Litigation.

      There  is  no  suit, action,  proceeding, investigation, claim or
order pending or, to the knowledge of the Purchaser, overtly threatened
against the Purchaser, or against any of the officers, directors or key
employees of the Purchaser with respect to their business activities on
behalf of the Purchaser,  which,  if adversely determined, would have a
Purchaser  Material  Adverse  Effect,   before any court, or before any
governmental department, commission, board, agency, or instrumentality;
nor to  the knowledge of the Purchaser,  is  there any reasonable basis
for any such action, proceeding, or investigation.

3.14  Insurance.

      The Purchaser does not maintain any insurance.

3.15  Receivables; Payables.

      (a) The Purchaser has no accounts receivable as of the date
thereof.

      (b) All  accounts  payable  of  the  Purchaser  reflected  in the
Balance Sheet  or arising after  the date thereof will be paid prior to
the Effective Date.

3.16  No Misrepresentation.

      No representation  or warranty of the Purchaser contained in this
Agreement,   in  any  schedule  hereto,  in  any  certificate  or other
instrument  furnished  by the  Purchaser to the Company pursuant to the
terms  hereof,  or in the AMBC Reports contains any untrue statement of
a material fact or omits to state a material fact necessary to make the
statements contained herein or therein not misleading.

3.17  Financial Advisors.

      No  Person has acted, directly or indirectly, as a broker, finder
or  financial  advisor  for  the  Purchaser   in  connection  with  the
transactions  contemplated  by this Agreement and no person is entitled
to any fee or commission or like payment in respect thereof.

                                 7
Article IV
                COMPANY REPRESENTATIONS AND WARRANTIES

Except as  set forth  in  the disclosure letter delivered by Company to
Purchaser on or prior  to  the  date  hereof   (the "Company Disclosure
Letter"),  which  Comany  Disclosure Letter is  hereby  incorporated by
reference, Company  represents and warrants to Purchaser that

4.1   Organization and Good Standing.

      It is a corporation  duly organized, validly existing and in good
standing under the laws its  jurisdiction of  incorporation and has all
requisite  corporate power  and authority to own, lease and operate its
properties and to carry  on its business  as now conducted. The Company
is duly qualified or authorized to do business as a foreign corporation
and  is  in good  standing  under the  laws of (i) each jurisdiction in
which it owns or  leases real property and (ii) each other jurisdiction
in which the  conduct  of  its  business or the ownership of its assets
requires  such  qualification  and  where  a failure to be so qualified
would  have  a   material  adverse  effect  on  the  business,  assets,
financial  condition or prospects of Company ("Company Material Adverse
Effect").

4.2   Authorization of Agreement.

      It  has  all  requisite  power,  authority  and legal capacity to
execute and deliver this Agreement, and each other agreement, document,
or  instrument  or certificate  contemplated by this Agreement or to be
executed by it  in connection with the consummation of the transactions
contemplated  by  this  Agreement,  and  to consummate the transactions
contemplated hereby  and  thereby,  other  than  approval  of Company's
shareholders  under  applicable  Delaware law. This Agreement has been,
and each  of the documents to be executed  by it will be at or prior to
the  Effective Time, duly and validly executed and delivered by it, and
(assuming  the due  authorization,  execution and delivery by the other
parties hereto and thereto) this Agreement constitutes, and each of the
documents  when so executed and delivered will constitute, legal, valid
and binding obligations of  Purchaser, enforceable  against the Company
in accordance with their respective terms.

4.3   Capitalization.

(a) The  authorized  capital stock of the Company consists of 4,500,000
shares of  common  stock, $5.00 par  value  per  share ("Company Common
Stock"), and 300,000 shares of  preferred  stock, without par value. As
of the  date  hereof, there are outstanding 3,600,000 shares of Company
Common Stock and no shares of preferred stock.

(b) Except as set forth in Schedule 3.3 to the Disclosure Letter, there
is  no   existing  option,  warrant,  call,  right, commitment or other
agreement  of  any  character  to  which any the  Company  is  a  party
requiring, and there are no securities of the Company outstanding which
upon  conversion  or  exchange  would  require,  the  issuance, sale or
transfer  of  any  additional  shares of  capital stock or other equity
securities  of  the  Company  or  other  securities  convertible  into,
exchangeable  for  or evidencing the right to subscribe for or purchase
shares  of  capital  stock  or  other  equity securities of the Company
("Company Common Stock Equivalents"). The Company is not a party to any
voting  trust  or  other  voting  agreement  with respect to any of the
shares  of  Company  Common  Stock  or to any agreement relating to the
issuance,  sale,  redemption,  transfer  or  other  disposition  of the
capital stock of the Company.

                                 8
(c)   As  at  the Effective Time Company shall have outstanding no more
than  372,629,483  shares  of  Company  Common Stock and Company Common
Stock Equivalents.

4.4   Subsidiaries. Purchaser has no subsidiaries.

4.5   Corporate Records.

      (a) The  Company will  deliver to the Purchaser within 14 days of
signature  true,  correct  and  complete  copies  of the Certificate of
Incorporation and By-laws of Company.

      (b) The minute  book of the Company will be made available to the
Purchaser  within  14  days  of signature and will contain complete and
accurate  records  of  all  meetings  and  accurately reflect all other
corporate action of the stockholders  and board of directors (including
committees thereof) of the  Company. Before  the Effective Time,  true,
correct  and  complete  copies  of the stock certificate book and stock
transfer ledger of the Company will be made available to the Purchaser.
All  stock  transfer  taxes  levied  or  payable  with  respect  to all
transfers  of shares  of the Company prior to the date hereof have been
paid and appropriate transfer tax stamps affixed.

4.6   Conflicts; Consents of Third Parties.

      (a) None  of  the  execution  and delivery by the Company of this
Agreement, the consummation of  the transactions contemplated hereby or
thereby,  or  compliance  by  the  Company  with  any of the provisions
hereof  or thereof  will (i) conflict with, or result in the breach of,
any  provision  of the  certificate  of incorporation or by-laws of the
Company;  (ii)  conflict  with,  violate,  result  in  the  breach   or
termination of, or constitute a default under any note, bond, mortgage,
indenture,  license,  agreement  or  other  instrument or obligation to
which  the  Company is a  party or by which it or any of its properties
or assets is bound; (iii)  violate any statute, rule, regulation, order
or decree  of any  governmental  body or authority by which the Company
is bound;  or (iv)  result in  the creation  of  any  lien,  charge  or
encumbrance  upon  the properties  or assets  of the Company except, in
case  of clauses (ii), (iii) and (iv), for such violations, breaches or
defaults as would not, individually or in the aggregate, have a Company
Material Adverse Effect.

      (b) No consent, waiver,  approval, order, permit or authorization
of,  or declaration or filing with, or  notification to, any  person or
governmental body is  required on the part of the Company in connection
with the execution and delivery of  this Agreement or the compliance by
the Company  with any of the  provisions  hereof or thereof, other than
approval of Company's shareholders under applicable Delaware law.

4.7   Ownership and Transfer of Shares.

      To the knowledge of  the Company, each of the stockholders of the
Company  is  the record  and  beneficial owner of the shares of Company
Common  Stock indicated as being owned by such  Seller  on Schedule 4.7
to the  Disclosure Letter, free and clear of any and all liens, charges
or  encumbrances  of any kind or  nature.  Schedule  4.7  includes  the
current  business and  residence addresses for such shareholders.  None
of the outstanding Company Common Stock  was sold  in an offering which
constituted a "general solicitation" for purposes of Regulation D under
the Securities Act of 1933, as amended.

                                   9
4.8   Financial Statements.

      The Company  will deliver to  the Purchaser copies of its audited
balance sheet  as of December 31,  2005 ("Company Balance Sheet Date"),
income statement, statement of cash flows, and changes in stockholders'
equity  for  the  period  ending  on the  Company  Balance  Sheet  Date
("Company Financial Statements").  The Company Financial Statements are
complete  and  correct  in all material respects, have been prepared in
accordance with GAAP and present fairly the financial position, results
of  operations,  cash flows, and changes in stockholders' equity of the
Company as at the dates and for the periods indicated.

4.9   No Undisclosed Liabilities.

      The  Company  does   not  have  any  indebtedness,   obligations,
guarantees  or  liabilities  of  any kind  (whether  accrued, absolute,
contingent or otherwise,   and whether due or to become due) that would
have  been required  to be  reflected in, reserved against or otherwise
described  on the Company Financial  Statements or in the notes thereto
in accordance  with GAAP  which  are  not fully  reflected in, reserved
against  or otherwise  described in the Company Financial Statements or
the notes thereto  or which were not incurred in the ordinary course of
business since the Balance Sheet Date.

4.10 Taxes.

      (a) Except  as  set  forth  on  Schedule  4.10  to the Disclosure
Letter, (A)  all federal, state, local, sales, use or other tax returns
of any  kind or  nature  ("Tax Returns")  required to be filed by or on
behalf of  the Company have  been properly prepared and duly and timely
filed with  the appropriate  taxing authorities in all jurisdictions in
which  such Tax  Returns are required  to be filed (after giving effect
to any valid extensions of time in which to make such filings), and all
such  Tax  Returns  were  true,  complete  and  correct in all material
respects;  (B)  all  amounts  shown  on  such  Tax  Returns  (including
interest  and penalties)  as due  from the  Company ("Taxes") have been
fully and timely paid, and adequate reserves or accruals for Taxes have
been provided for in the Company's financial statements with respect to
any  period for  which Tax Returns have not yet been filed or for which
Taxes are not yet  due and owing;  and (C) the Company has not executed
or  filed  with the  IRS or  any other  taxing authority any agreement,
waiver or other document  or arrangement extending or having the effect
of  extending  the  period  for  assessment  or  collection  of   Taxes
(including,  but not limited to, any applicable statute of limitation),
and no power  of attorney with respect to  any Tax  matter is currently
in force.

      (b) All deficiencies  asserted or assessments made as a result of
any  examinations by the  IRS or  any other taxing authority of the Tax
Returns of or covering  or including  the Company have been fully paid,
and there are no other audits or investigations by any taxing authority
in  progress,  nor has the Company  received any notice from any taxing
authority that it  intends to conduct such an audit or investigation. A
federal,  state,  local  or foreign  taxing authority in any current or
prior  examination,  which  by  application  of  the  same  or  similar
principles,  could  reasonably  be  expected  to  result  in a proposed
deficiency for any subsequent taxable period, has raised no issue.

      (c) There  are no liens as a  result of any unpaid Taxes upon any
of the assets of the Company.

                                   10
4.11  Real Property.

      The  Company  does  not  own, lease or otherwise control any real
property.

4.12  Tangible Personal Property.

      The Company does not own, lease or otherwise control any tangible
personal property.

4.13  Intangible Property.

      The Company owns  and controls exclusive sublicensing rights (for
telomeric  elongation) to  United States Patent Application, Docket No.
63206  and  63206  PCT (the "Patent"),  described  as sustained-release
nanoparticle  compositions  and  methods  for  using  the  same and any
divisions, re-issues,  re-examinations, and continuations to the extent
they are directed to  the subject matter and dominated by the claims of
the Patent.  These rights  confer exclusive  non-competitive use of the
technology in a field, are permanent  (contingent upon the satisfaction
of milestones), and permit for the further  sublicensing  of technology
by Telomolecular for certain described uses.
      These patents shall be transferred to the Surviving Company under
the authority of the existing  agreement entitled "EXCLUSIVE SUBLICENSE
AGREEMENT" between UNeMed  and Telomolecular which  designates transfer
of ownership in the circumstance of merger. Furthermore, UNeMed will be
asked to  provide certification that  this transfer  is acceptable. All
other  trade  secrets  and  intellectual  property not described herein
shall also be transferred to the  Surviving Company and incorporated as
part of the company's intellectual domain.

4.14  Material Contracts.

      Schedule  4.14 of  the Disclosure Schedule  sets forth all of the
contracts  to which  the Company  is a  party  or by  which it is bound
(collectively,   the  "Material  Contracts").   There  have  been  made
available  to the Purchaser,  its affiliates and their representative's
true  and complete  copies of all of the Material Contracts. All of the
Material  Contracts  and other  agreements  re in full force and effect
and  are the  legal,  valid  and  binding  obligation  of  the Company,
enforceable  against  them  in  accordance  with  its terms, subject to
applicable  bankruptcy,  insolvency,   reorganization,  moratorium  and
similar  laws  affecting  creditors'  rights and remedies generally and
subject,  as  to  enforceability,  to  general  principles  of   equity
(regardless of whether enforcement  is sought in a proceeding at law or
in equity). The Company is not in default in any material respect under
any Material  Contracts,  nor, to the  knowledge of the Company, is any
other  party to any  Material  Contract in  default  thereunder  in any
material respect.

4.15  Litigation.

      There  is  no  suit,  action, proceeding, investigation, claim or
order  pending  or, to the knowledge of the Company, overtly threatened
against the Company, or  against  any of the officers, directors or key
employees of the Company  with respect  to their business activities on
behalf of  the  Company,  which,  if adversely determined, would have a
Company  Material  Adverse  Effect,  before  any  court, or  before any
governmental department, commission, board, agency, or instrumentality;
nor to the knowledge  of the Company, is there any reasonable basis for
any such action, proceeding, or investigation.

                                    11
4.16  Compliance with Laws; Permits.

      The  Company  is  in   compliance with all laws applicable to the
Company  or  o the conduct of the business or operations of the Company
or  the  use of  its  properties  (including any leased properties) and
assets,  except  for such non-compliances as would not, individually or
in the aggregate,  have a  Company Material Adverse Effect. The Company
has  all  governmental  permits  and  approvals  from state, federal or
local  authorities  which  are  required for the Company to operate its
business, except for those the absence of which would not, individually
or in the aggregate, have a Company Material Adverse Effect.

4.17  Insurance.

      The  Company  does  not  maintain  any  insurance. The Company is
required,  according  to  the  terms of  its licensing  agreement  with
UNeMed, to purchase and maintain general liability insurance.

4.18  Receivables; Payables.

      (a) The Company has no accounts receivable.

      (b) All  accounts  payable  of  the  Company are reflected in the
Balance Sheet.

4.19  No Misrepresentation.

      No  representation  or warranty  of the Company contained in this
Agreement,  in  any  schedule  hereto,  in  any certificate  or   other
instrument  furnished by  the Company  to the Purchaser pursuant to the
terms  hereof,  or in the Confidential  Private Placement Memorandum of
the Company  dated February  1, 2006 contains any untrue statement of a
material fact or omits to  state a material  fact necessary to make the
statements contained herein or therein not misleading.

4.20 Financial Advisors.

      No person has acted,  directly or indirectly, as a broker, finder
or  financial   advisor  for   the  Company  in   connection  with  the
transactions  contemplated by  this Agreement and no Person is entitled
to any fee or commission or like payment in respect thereof.

                               Article V
                               COVENANTS

5.1   Access to Information.

      The Company and  the Purchaser agree that, prior to the Effective
Date, each party shall be entitled, through its officers, employees and
representatives (including, without  limitation, its legal advisors and
accountants), to make such  investigation of the properties, businesses
and operations  of  the other  party  and  its  subsidiaries  and  such
examination  of  the  books,  records  and  financial  condition of the
thereof  as  it  reasonably requests and to make extracts and copies of
such books and  records.  Any such  investigation and examination shall
be  conducted  during  regular  business  hours  and  under  reasonable
circumstances.  No  investigation  prior to  or after  the date of this
Agreement  shall  diminish  or  obviate  any  of  the  representations,
warranties,  covenants  or  agreements of  each party contained in this
Agreement.  In order  that each party may have full opportunity to make
such physical,  business,  accounting  and legal review, examination or
investigation as it may  reasonably request, each party shall cause its
officers, employees,  consultants,  agents,  accountants, attorneys and
other representatives to  cooperate fully  with such representatives in
connection with such review and examination.

                                  12
5.2   Conduct of the Business Pending the Closing.

      (a) Except as otherwise  expressly contemplated by this Agreement
or with the prior written consent of the other party to this Agreement,
each party shall:

          (i) conduct  its   business  only  in   the  ordinary  course
consistent with past practice;

          (ii) use  its  best  efforts  to  (A)  preserve  its  present
business  operations,   organization  (including,  without  limitation,
management  and the  sales  force) and  goodwill  and (B)  preserve its
present relationship with persons having business dealings with it;

          (iii) maintain  (A)  all  its  assets and properties in their
current condition, ordinary wear  and tear  excepted  and (B) insurance
upon all of its assets and properties in such amounts and of such kinds
comparable to that in effect on the date of this Agreement; and

          (iv) maintain its books, accounts and records in the ordinary
course of business consistent with past practices.

      (b) Except as otherwise  expressly contemplated by this Agreement
or with the prior written consent of the other party to this Agreement,
neither party shall:

          (i) declare,  set  aside,  make  or pay any dividend or other
distribution in respect of its capital  stock or  that of  a subsidiary
or repurchase, redeem or  otherwise acquire any  outstanding shares its
capital stock or other securities  of, or other ownership interests in,
it or any of its subsidiaries except;

          (ii) transfer,  issue,  sell  or dispose of any shares of its
capital stock or other securities or  grant options, warrants, calls or
other rights to purchase or  otherwise  acquire  shares  of its capital
stock or other securities, except as set forth above;

          (iii) effect  any  recapitalization,  reclassification, stock
split or like change in its capitalization or any of its subsidiaries;

          (iv) amend its certificate  of incorporation or by-laws or of
any of its subsidiaries;

          (v) (A) materially increase  the annual level of compensation
of any of its employees,  (B) increase the annual level of compensation
payable  or to  become  payable  to any of  their  respective executive
officers,  (C)  grant  any  unusual or  extraordinary bonus, benefit or
other direct  or indirect  compensation  to any  employee,  director or
consultant,  other  than in  the ordinary  course  consistent with past
practice,  (D)  increase  the  coverage or benefits available under any
(or create  any new)  severance  pay,  termination  pay,  vacation pay,
company  awards,  salary   continuation  for  disability,  sick  leave,
deferred  compensation,  bonus   or   other   incentive   compensation,
insurance,  pension or  other employee benefit plan or arrangement made
to, for,  or  with any of its directors, officers, employees, agents or
representatives or  otherwise  modify  or  amend  or terminate any such
plan  or  arrangement  or  (E)  enter  into  any  employment,  deferred
compensation,   severance,   consulting,  non-competition   or  similar
agreement (or amend any such agreement);

                                  13
(vi) except  for  trade  payables  and  for  indebtedness for
borrowed  money  incurred  in  the  ordinary  course  of  business  and
consistent  with past  practice,   borrow monies for any reason or draw
down on any line of credit or debt obligation, or become the guarantor,
surety,  endorser  or  otherwise liable  for any  debt,  obligation  or
liability (contingent or otherwise) of any other person;

          (vii) subject  to any  lien  (except  for  leases that do not
materially  impair  the use  of the  property  subject thereto in their
respective  businesses  as presently  conducted), any of its properties
or assets (whether tangible or intangible);

          (viii) acquire  any  material  properties  or assets or sell,
assign, transfer,  convey,  lease  or otherwise  dispose  of any of the
material  properties or  assets  (except  for fair consideration in the
ordinary  course   of  business   consistent  with  past  practice  and
explicitly except  for any  material property  considered useful in the
art of "telomere elongation" that is deemed  as a desirable acquisition
target by Company management;

          (ix) cancel  or  compromise  any  debt  or  claim or waive or
release any  material  right except  in the ordinary course of business
consistent with past practice;

          (x) introduce  any  material  change  with  respect  to   the
operation of  its business, including any material change in the types,
nature, composition or quality of  its products or services, experience
any  material change in any contribution  of its  product  lines to its
revenues  or  net  income,  or,  other  than  in the ordinary course of
business, make any change in product  specifications or prices or terms
of distributions of such products;

          (xi) enter  into  any  transaction  or make or enter into any
contract  which  by  reason  of  its  size or  otherwise  is not in the
ordinary course of business consistent with past practice; or

          (xii) agree to do anything  prohibited by this Section 5.2 or
anything  which  would  make any of  its representations and warranties
contained in this Agreement untrue or incorrect in any material respect
as of any time through and including the Effective Time.

      (c) A general  exception  to these  covenants is that the Company
may negotiate, and use all available means including all of its current
assets and financial resources, to  reach any agreement with any entity
as it relates to the acquisition of intellectual  property  of any kind
deemed relevant to the elongation and repair of chromosomal telomeres.

5.3   Disclosure Supplements.

      Within 10 days after the end of each month, Purchaser and Company
will promptly  supplement or  amend its  Disclosure Letter with respect
to any matter hereafter arising which,  if existing, occurring or known
at the date of this Agreement, would  have  been  required  to  be  set
forth or described  in their Disclosure Letter or which is necessary to
correct  any information  in  their  Disclosure  Letter  which has been
rendered materially inaccurate thereby.  Notwithstanding the foregoing,
the  amendment  or supplementation  of a Disclosure Letter shall not be
considered  as  a  cure  of  any  defect,  or  a  waiver of any rights,
including any  right of  termination or any breach under this Agreement
which may otherwise arise or exist under this Agreement.

                                  14
5.4   Shareholder Meetings.

      The parties shall  notice and conduct shareholder meetings to act
upon the proposed Merger promptly  after each party has given the other
notice  that  it  has  completed its due diligence investigation and is
satisfied thereiwith.

5.5   Consents.

      The Company  shall  use its best efforts, and the Purchaser shall
cooperate with the Company, to obtain  at the earliest practicable date
all  consents  and approvals required to  consummate  the  transactions
contemplated by this Agreement.

5.6   Other Actions.

      Each of  the Company and the Purchaser shall use its best efforts
to  (i)  take  all  actions necessary  or appropriate to consummate the
transactions  contemplated  by  this  Agreement  and  (ii)  cause   the
fulfillment  at  the earliest practicable date of all of the conditions
to   their  respective  obligations  to  consummate  the   transactions
contemplated by this Agreement.

5.7   Publicity.

      Neither  the  Company  nor the Purchaser shall, before completion
of  the  Merger,  issue  any  press  release  or  public   announcement
concerning  this  Agreement  or  the  transactions c ontemplated hereby
without obtaining the prior written approval of the other party hereto,
which  approval  will  not be unreasonably withheld or delayed, unless,
in  the  sole  judgment  of  the  Purchaser,  disclosure  is  otherwise
required  by applicable  law or  by the  applicable  rules of any stock
exchange  on which  the Purchaser  lists or intends to list securities,
provided  that, to  the extent  required  by applicable  law, the party
intending  to make  such release  shall use its best efforts consistent
with such applicable law to consult  with  the other party with respect
to the text thereof.

                               Article VI
                         CONDITIONS TO CLOSING

6.1   Conditions Precedent to Obligations of Purchaser.

      The  obligation  of the  Purchaser to consummate the transactions
contemplated  by  this  Agreement  is subject to the fulfillment, on or
prior to the Effective  Time, of each  of the following conditions (any
or all of which may be waived by the  Purchaser  in whole or in part to
the extent permitted by applicable law):

      (a) All  representations  and warranties of the Company contained
herein  shall be  true and  correct  in all material respects as of the
Effective Time  with  the  same  effect as though those representations
and warranties had been made  again at  and as of that time (except for
those representations and warranties which speak as of a specific date,
which  shall  be true  and correct  in all material respects as of such
date);

      (b) the Company shall have performed and complied in all material
respects with all  obligations and covenants required by this Agreement
to be performed or  complied  with by  it on or  prior to the Effective
Time;

      (c) the  Purchaser  shall  have  been furnished with certificates
(dated  the  Effective  Date  and  in  form  and  substance  reasonably
satisfactory  to  the  Purchaser)  executed  by  the  President  of the
Company certifying  as  to  the fulfillment of the conditions specified
in Sections 6.1(a) and 6.1(b) hereof;

                                 15
(d) the  Company  shall  have  obtained  all consents and waivers
referred  to in  Section  4.6  hereof with  respect to the transactions
contemplated by this Agreement;

      (e) there  shall  not  have been  or occurred any event which has
caused or may  reasonably  be expected  to  cause  a  Company  Material
Adverse Effect;

      (f) no legal proceedings shall have been instituted or threatened
or  claim or demand  made against  the Company or the Purchaser seeking
to restrain  or prohibit  or to obtain substantial damages with respect
to the  consummation of the transactions contemplated hereby, and there
shall not be in effect any order by  a  governmental  body of competent
jurisdiction  restraining,  enjoining  or  otherwise  prohibiting   the
consummation of the transactions contemplated hereby, and

      (g) Purchaser   shall   have   completed   its   due    diligence
investigation of  Company and  have satisfied itself that the Merger is
in the best interests of the Purchaser and its shareholders.

6.2   Conditions Precedent to Obligations of the Company.

      The  obligations  of the  Company  to consummate the transactions
contemplated  by this  Agreement  are subject to the fulfillment, prior
to or on  the Effective  Date, of each of the following conditions (any
or all of which may be waived by the Company in whole or in part to the
extent permitted by applicable law):

      (a) all representations and warranties of the Purchaser contained
herein  qualified as  to  materiality  shall be true and correct in all
material respects ,  and all  representations  and  warranties  of  the
Purchaser  contained  herein not  qualified  as to materiality shall be
true and correct, at and as of  the Effective Date with the same effect
as though those  representations  and warranties had been made again at
and as of  that date  (except for those  representations and warranties
which speak as of a  specific date, which  shall be true and correct as
of such date);

      (b) the  Purchaser  shall  have  performed  and  complied  in all
material respects with all  obligations and  covenants required by this
Agreement to be performed or complied  with by Purchaser on or prior to
the Effective Date;

      (c) the  Company  shall  have  been  furnished  with certificates
(dated  the  Effective  Date  and  in  form  and  substance  reasonably
satisfactory to the Company) executed by the President of the Purchaser
certifying  as  to  the  fulfillment  of  the  conditions  specified in
Sections 6.2(a) and 6.2(b);

      (d) the  Purchaser  shall  have obtained all consents and waivers
referred  to  in  Section 3.6  hereof  with respect to the transactions
contemplated by this Agreement;

      (e) there  shall  not  have  been or occurred any event which has
caused  or  may reasonably  be  expected  to cause a Purchaser Material
Adverse Effect;

      (f) no legal proceedings shall have been instituted or threatened
or claim or demand made  against  the Purchaser, seeking to restrain or
prohibit  or  to  obtain  substantial  damages  with  respect  to   the
consummation  of the  transactions contemplated hereby, and there shall
not  be  in  effect  any  order  by  a  governmental  body of competent
jurisdiction  restraining,  enjoining  or  otherwise   prohibiting  the
consummation of the transactions contemplated hereby,

                                  16
(g)  Company's  common   stock  shall  have  been  authorized for
quotation on the OTCBB;

      (h)  Company shall have completed its due diligence investigation
of Purchaser  and have  satisfied itself that the Merger is in the best
interests of the Company and its shareholders.

                             Article VII
                      DOCUMENTS TO BE DELIVERED

7.1   Documents to be Delivered by the Company.

      At  the  Closing,  the Company shall deliver to the Purchaser the
following:

      (a) the certificates referred to in Section 6.1(c) hereof;

      (b) certificates  of good  standing  with  respect to the Company
issued by the Secretary of State of its state of incorporation; and

      (c) such  other  documents  as  the  Purchaser  shall  reasonably
request.

7.2   Documents to be Delivered by the Purchaser.

      At  the Closing,  the Purchaser  shall deliver to the Company the
following:

      (a) the certificates referred to in Section 6.2(c) hereof;

      (b) certificates  of good  standing with respect to the Purchaser
issued by the Secretary of State of its state of incorporation; and

      (c) such other documents as the Company shall reasonably request.

                            Article VIII
                  TERMINATION; AMENDMENT AND WAIVER

8.1   Termination by Mutual Consent.

      This Agreement may be terminated at any time prior to the Closing
by the mutual written consent of Company and Purchaser.

8.2   Termination by Either Party.

      If any condition precedent to the Company's obligations hereunder
is not satisfied and such  condition is not waived by the Company at or
prior to the Closing Date, or if any condition precedent to Purchaser's
obligations hereunder is not satisfied and such condition is not waived
by Purchaser  at  or  prior  to  the  Closing  Date,  the  Company,  or
Purchaser,  as the case  may  be, may terminate this Agreement at their
option  by  written  notice to  the other  party unless the terminating
party shall be in default of its  obligations  hereunder  or unless the
failure  of  condition  is  the  result of  the material breach of this
Agreement  by  the  party  seeking  to  terminate.  In the event that a
condition  precedent  to its  obligations  is  not  satisfied,  nothing
contained  herein  shall  be  deemed  to require any party to terminate
this   Agreement, rather than  to waive  such condition  precedent  and
proceed  with the  transactions contemplated hereby or permit the other
party additional time to  attempt to  satisfy such condition precedent.
For purposes here, the  Closing Date shall mean and be April 21st, 2006
or such other date as the parties may mutually agree.

                                  17

8.3   Amendment.

      This Agreement may be  amended or modified in whole or in part at
any  time  but  only  by an  agreement  in writing executed in the same
manner as this Agreement.

                               Article IX
                              MISCELLANEOUS

9.1   Payment of Sales, Use or Similar Taxes.

      All sales,  use,  transfer,  intangible, recordation, documentary
stamp or similar taxes or charges, of any nature whatsoever, applicable
to, or resulting from, the  transactions contemplated by this Agreement
shall be borne by the Company.

9.2   Expenses.

      Except as otherwise  provided  in this Agreement, the Company and
the  Purchaser shall  each bear its own expenses incurred in connection
with the  negotiation  and execution of  this  Agreement and each other
agreement, document and instrument  contemplated  by this Agreement and
the consummation of the transactions contemplated hereby and thereby.

9.3   Further Assurances.

      The  Company and the Purchaser each agrees to execute and deliver
such other documents or agreements and to take such other action as may
be reasonably necessary  or desirable  for  the  implementation of this
Agreement and the  consummation of the transactions contemplated hereby
in a timely manner.

9.4   Binding Effect; Assignment.

      This Agreement  shall be binding upon and inure to the benefit of
the  parties  and  their  respective  successors and permitted assigns.
Nothing in this Agreement shall create or be deemed to create any third
party  beneficiary  rights in  any person or entity not a party to this
Agreement except as provided  below. No assignment of this Agreement or
of  any  rights  or  obligations  hereunder  may be  made by either the
Company or the Purchaser (by operation of law or otherwise) without the
prior  written consent  of the  other parties  hereto and any attempted
assignment without the required consents shall be made.

9.5   Counterparts.

      This  Agreement  may be executed in several counterparts, and all
so executed shall  constitute  one agreement,  binding  on each  of the
parties, notwithstanding that  all the parties are not signatory to the
original or  the same  counterpart.   Telecopied,  confirmed, signature
pages shall  have the  same legal and evidentiary effect as delivery of
manually executed signature pages.

9.6   No strict construction.

      The  language  used  in  this Agreement  will be deemed to be the
language chosen by the parties to express  their mutual intent.  In the
event an ambiguity or question of intent or interpretation arises, this
Agreement  will be  construed as if drafted jointly by the parties, and
no presumption  or burden  of proof shall arise favoring or disfavoring
any  person  or  entity  by  virtue  of  the  authorship  of any of the
provisions of this Agreement.

AMERICAN BUSINESS CORPORATION

By: /s/ Anthony Russo
    -----------------------------
    Anthony R. Russo, CEO & President

TELOMOLECULAR CORP.

By: /s/ Matthew Sarad
    -----------------------------
    Matthew A. Sarad, CEO

                                    18
EXHIBIT 3.3(c)--SERIES F PREFERRED STOCK.

          The Series F Preferred Stock shall carry the following rights
and preferences:

      1.  Voting rights.  Except as otherwise expressly provided herein
or by law,  the holders  of shares of Series F Preferred Stock shall be
entitled to vote on all matters and shall be entitled to that number of
votes equal to the  largest number of whole shares of Common Stock into
which  such  holder's  shares  of  Series  F  Preferred  Stock could be
converted,  pursuant  to  the  provisions  of  Section 2 hereof, at the
record  date for  the determination of shareholders entitled to vote on
such matter or, if no such record date is established, at the date such
vote  is  taken  or  any  written consent of shareholders is solicited.
Except as otherwise expressly  provided herein or as expressly required
by law, the holders of  shares of  Series F Preferred  Stock and Common
Stock shall vote together as a single class on all matters.

      2.  Conversion.   Each  share of  Series F Preferred Stock may be
converted,  at  the option of the holder thereof, into shares of common
stock of the corporation, on the terms and conditions  set forth below:

      2A. Subject  to  the  provisions  for adjustment  hereinafter set
forth, each share of the Series F Preferred Stock  shall be convertible
at the  option of  the holder  thereof, in  the manner  hereinafter set
forth, into 5,750 shares of common stock of the  corporation.

      2B. The number of shares of common stock into which each share of
the  Series  F Preferred  Stock  is  convertible shall be appropriately
adjusted from time to time:

      2B(1) In  case the corporation  shall at any time or from time to
time declare  or pay  any  dividend  on its common stock payable in its
common stock or effect a subdivision of the outstanding  shares  of its
common stock into a greater number of shares of common stock;

      2B(2) In case  the  corporation at  any time or from time to time
shall combine or consolidate the outstanding shares of its common stock
into a lesser number of shares of common stock.

      2C. The record holder of any shares of Series F Preferred Stock
may exercise his option to convert such shares into shares of common
stock one-third on _____________ __, 2007, one-half on
______________ __, 2008, and the balance of such shares on
_______________ __, 2009 by surrendering for such purpose to the
corporation, at its principal  office or at such other office or agency
maintained  by  the  corporation  for  that  purpose,  a certificate or
certificates representing  the shares of Series F Preferred Stock to be
converted accompanied  by  a  written  notice  stating that such holder
elects to convert a specified whole number of such shares in accordance
with the provisions of this section and specifying the name or names in
which such holder wishes the  certificate or certificates for shares of
common stock to be issued. In  case such notice shall specify a name or
names other than that of such  holder, such notice shall be accompanied
by payment of all transfer taxes payable upon the issuance of shares of
common stock in such name or names.  As promptly as practicable, and in
any event  within  five  business  days  after  the  surrender  of such
certificates   and the  receipt of such notice relating thereto and, if
applicable,  payment  of transfer  taxes, the corporation shall deliver
or cause  to  be  delivered (a) certificates representing the number of
validly  issued,  fully paid,  and nonassessable shares of common stock
of the corporation  to which  the holder of Series F Preferred Stock so
converted  shal  be  entitled  and (b)  if less than the full number of
shares  of  Series  F  Preferred  Stock  evidenced  by  the surrendered
certificate or  certificates are  being converted, a new certificate or

                                  19
certificates, of like tenor, for the number of shares evidenced by such
surrendered  certificate or  certificates  less  the  number  of shares
converted. Such conversions  shall be  deemed  to have been made at the
close  of  business  on  the  date of giving of such notice and of such
surrender  of  the  certificate or certificates representing the shares
of Series  F  Preferred Stock to be converted so that the rights of the
holder thereof shall cease except for the right to receive common stock
of the corporation in  accordance  herewith,  and the converting holder
shall be treated for all purposes as having become the record holder of
such common stock of the corporation at such time.

Notwithstanding  the  foregoing,  the Series F Preferred Stock shall be
fully  convertible  upon  a "change  in control" of the corporation for
purposes of Item 5.01 of Form 8-K  under the Securities Exchange Act of
1934, other  than  a change  in  control  resulting  from a transaction
reported on Form 8-K not more than 3 months after  the creation of this
Series F Preferred Stock.

      2D.  In  connection with the conversion of any shares of Series F
Preferred  Stock,  no  fractions  of  shares  of  common stock shall be
issued, but the  corporation  shall pay  a  cash judgment in respect of
such fractional interest in an amount equal to the market value of such
fractional interest.

      2E.  At all times that Series F Preferred Stock is convertible as
provided above, the corporation shall reserve and keep available out of
its authorized common  stock the  full number of shares of common stock
of the  corporation  issuable  upon  the  conversion of all outstanding
shares of the Series F Preferred Stock.

      2F.  If  any  capital  reorganization  or reclassification of the
capital  stock of  the Corporation shall be effected in such a way that
holders of  Common Stock shall be entitled to receive stock, securities
or assets  with respect  to or in exchange for Common Stock, then, as a
condition  of  such  reorganization  or  reclassification,  lawful  and
adequate  provisions  shall be  made  whereby each holder of a share or
shares  of  Series  F Preferred Stock shall thereupon have the right to
receive,  upon  the  basis  and upon the terms and conditions specified
herein  and  in  lieu  of  the  shares  of  Common  Stock   immediately
theretofore  receivable  upon the conversion of such share or shares of
Series  F  Preferred  Stock, such shares of stock, securities or assets
as  may  be  issued  or  payable  with  respect to or in exchange for a
number  of  outstanding  shares  of Common Stock equal to the number of
shares  of  such  Common  Stock immediately theretofore receivable upon
such  conversion  had such reorganization or reclassification not taken
place,  and in any such  case appropriate provisions shall be made with
respect to the rights and  interests of such holder to the end that the
provisions hereof shall  thereafter be applicable, as nearly as may be,
in relation  to  any  shares  of stock, securities or assets thereafter
deliverable upon the exercise of such conversion rights.

      2G.  Definition  of  Common  Stock.  As used in this paragraph 2,
the  term  "Common Stock"  shall  mean  and  include the  Corporation's
authorized  Common Stock,  $.001 par value per share, as constituted on
the  date of filing of  these terms of the Series F Preferred Stock and
the  shares of  Common  Stock  receivable  upon conversion of shares of
Series F Preferred Stock shall include only shares designated as Common
Stock of  the Corporation  on the date of filing of this instrument, or
in case  of any  reorganization  or reclassification of the outstanding
shares  thereof, the  stock,   securities  or assets  provided  for  in
subparagraph 2F.

      3.   Liquidation.   Upon any  liquidation, dissolution or winding
up of the corporation, whether voluntary or involuntary, the holders of
shares  of  Series  F  Preferred Stock shall be entitled to  be paid an
amount  (the "Liquidation Payment")  equal  to such amount per share of
Series F Preferred Stock as would have been payable had each such share
been  converted  to  common  stock  immediately  prior to such event of
liquidation, dissolution or winding up,

                                    20
Whenever the distribution provided for in this Section shall be payable
in  property  other  than cash, the value of such distribution shall be
the fair market  value of  such property as determined in good faith by
the Board of Directors of the Corporation.

      4.  Dividends.  The holders of the Series F Preferred Stock shall
be entitled to receive,  out of  funds legally available therefor, when
and if  declared  by  the  Board  of  Directors, dividends equal to the
amount payable upon a share of Common Stock multiplied by 5,750.

      5.  Protective  Provisions.   As long  as  any shares of Series F
Preferred  Stock shall be  outstanding, (i) the holders of the Series F
Preferred  Stock shall have the  right and option to designate and vote
(and remove  and replace)  as a class with respect to one member of the
corporation's  Board of Directors,  and (ii)  the terms of the Series F
Preferred Stock shall not be amended without the consent of the holders
of not less  than a  majority  of the  outstanding  Series F  Preferred
Stock, and  (iii)  the Common  Stock shall  not be subject of a reverse
split or any other reorganization or  reclassification which shall have
the effect of reducing the number of outstanding shares of Common Stock
without the consent of the holders  of not less  than a majority of the
outstanding Series F Preferred Stock.

                                   21