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


Date of Report (date of earliest event reported)         October 12, 2005
--------------------------------------------------------------------------------

                              OXFORD VENTURES, INC.
             (Exact name of Registrant as specified in its charter)

            Nevada                         000-49670                 N/A
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission File number)    (IRS Employer
of incorporation or organization)                            Identification No.)

                   4655 East Ivy St., Suite 101, Mesa AZ 85205
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (402) 763-9511
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
                  (Former Address If Changed since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligation for the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

      On October 12, 2005, Oxford Ventures, Inc. (the "Registrant") entered in a
Securities  Purchase  Agreement (the "Securities  Purchase  Agreement") to issue
secured  convertible  debentures to Highgate House Funds, Ltd.  ("Highgate") and
Prenox,  LLC ("Prenox") in an amount of up to $15,000,000  and to issue Highgate
and Prenox warrants for up to 5,000,000 shares of the Registrant's  common stock
for a period of five years  with an  exercise  price of $0.01 (the  "Warrants").
Also on October  12,  2005,  Oxford  issued a  $10,000,000  secured  convertible
debenture to Prenox and a $3,000,000 secured  convertible  debenture  (together,
the  "Debentures") to Highgate as well as the Warrants.  The Registrant has used
the majority of the proceeds  from the  Debentures  to extend a loan,  described
below,  to Uluru Inc.  ("Uluru").  The shares  underlying  the Warrants shall be
included  on a  registration  statement,  described  below,  to be  filed by the
Registrant  with the  Securities  and Exchange  Commission.  In exchange for the
purchase  of the  Debentures,  the  Registrant  granted  Highgate  and  Prenox a
security  interest in all of its  assets,  including  any assets the  Registrant
acquires while the Debentures are outstanding, and has agreed to issue shares of
common  stock in an  amount  equal  to five  times  the  gross  proceeds  of the
Debentures to be held in escrow in the event of a default  under the  Debentures
(the "Escrow Shares").

      The Debentures have a term of two years from the date of issuance and bear
an interest of ten percent per annum.  The  Registrant may redeem the Debentures
at any time prior to their  maturity at a price equal to 120% of the face amount
redeemed  plus any accrued  interest.  Highgate  and Prenox may at their  option
convert all or some of the Debentures  plus any accrued and unpaid interest into
shares of the Registrant's common stock at the price of $1.50 per share.

      On October 12, 2005, the Registrant entered into a Bridge Loan and Control
Share and Pledge Security  Agreement,  (the "Bridge Loan  Agreement") with Uluru
and Kerry P. Gray. Pursuant to the Bridge Loan Agreement,  the Registrant loaned
Uluru $10,700,000 in exchange for a secured  debenture (the "Uluru  Debenture").
In addition to granting the Uluru Debenture,  Uluru granted a security  interest
in its assets (the  "Security  Interest")  to Oxford and Mr. Gray pledged  Uluru
shares  representing  54.5% of Uluru's  capital  stock to Oxford  (the  "Pledged
Shares").  To entice  Highgate and Prenox to enter into the Securities  Purchase
Agreement,  Oxford  assigned  the Security  Interest  and the Pledged  Shares to
Prenox and Highgate pursuant to a Collateral  Assignment  Agreement entered into
between the Registrant, Highgate and Prenox.

      On  October  12,  2005,  the  Registrant  entered  into a  Standby  Equity
Distribution  Agreement ("SEDA") with Cornell. Under the SEDA, Cornell committed
to purchase over the course of two years from the date of the effectiveness of a
registration  statement  described  below up to $30,000,000 of the  Registrant's
common  stock  in  increments  of up to  $1,000,000  (each  such  increment,  an
"Advance").  The purchase price for this common

<PAGE>

stock shall be 97% of the lowest  daily  volume  weighted  average  price of the
common  stock  during the five  consecutive  trading  days after notice is given
requesting an Advance.

      The Registrant shall file a registration statement with the Securities and
Exchange  Commission  to register  the resale of the  Registrant's  common stock
issued to Cornell  pursuant to the SEDA. The  registration  statement shall also
include  the  shares of common  stock  underlying  the  Warrants  and the Escrow
Shares.  The Registrant  shall  continuously  maintain the  effectiveness of the
registration  statement  for a period  of  twenty  four  (24)  months  after its
effective date.

      On October 12, 2005, the Registrant  entered into an Agreement and Plan of
Merger and Reorganization  (the "Merger  Agreement") with Uluru by and among the
Registrant,  Uluru, and Uluru Acquisitions  Corp., a wholly-owned  subsidiary of
the Registrant ("Merger Corp.").  Under the Merger Agreement,  Merger Corp. will
merge with and into Uluru,  as a result of which  Registrant will acquire all of
the issued and outstanding  shares of Uluru and Uluru will become a wholly-owned
subsidiary of the Registrant (the "Merger").

      In connection  with the Merger,  the holders of Uluru common  stock,  will
receive 11,000,000 shares of the Registrant's common stock,  approximately forty
percent of the shares of Common Stock of the Registrant on a fully diluted basis
after  giving  effect  to  the  Merger,   and  the  shareholders  of  Registrant
immediately  prior to the Merger will retain 1,000,000 shares of common stock of
Registrant,  representing  approximately  four  percent  of the shares of Common
Stock of Oxford on a fully diluted basis after giving effect to the Merger.

      After giving  effect to the Merger,  the shares of common stock into which
the  Debentures  are  convertible  and the Warrants,  the  Registrant  will have
28,000,000 shares of common stock issued and outstanding.

      After  giving  effect  to  the  Merger,   and  pending   approval  of  the
Registrant's shareholders, the Board of Directors of the Registrant will consist
of five members.  Simultaneously with the resignation of the current officer and
director  of the  Registrant,  a new Board of  Directors  will be  appointed  as
determined by Uluru,  with Highgate and Prenox appointing one member of the five
new members of the Board of Directors.  All  securities  issued  pursuant to the
Merger  will be  "restricted"  stock and be  subject to all  applicable  re-sale
restrictions specified by federal and state securities laws.

ITEM 9.  FINANCIAL STATEMENTS AND EXHIBITS

  Number    Exhibit
  ------    -------

  10.1      Securities  Purchase Agreement between the Registrant,  Highgate and
            Prenox, dated October 12, 2005

  10.2      Security  Agreement  between the  Registrant,  Highgate  and Prenox,
            dated October 12, 2005


<PAGE>

  10.3      Collateral  Assignment between the Registrant,  Highgate and Prenox,
            dated October 12, 2005

  10.4      Guaranty  Agreement  between the  Registrant,  Highgate  and Prenox,
            dated October 12, 2005

  10.5      Guarantor  Security  Agreement between the Registrant,  Highgate and
            Prenox, dated October 12, 2005

  10.6      Escrow Agreement between the Registrant,  Highgate and Prenox, dated
            October 12, 2005

  10.7      Escrow Shares Escrow  Agreement  between the  Registrant,  Highgate,
            Prenox and Gottbetter & Partners,  LLP (the "Escrow  Agent"),  dated
            October 12, 2005

  10.8      Investor  Registration  Rights  Agreement  between  the  Registrant,
            Highgate and Prenox, dated October 12, 2005

  10.9      OXFV Convertible Debenture for $3,000,000 between the Registrant and
            Highgate, dated October 12, 2005

  10.10     OXFV  Convertible  Debenture for $10,000,000  between the Registrant
            and Prenox, dated October 12, 2005

  10.11     Warrant between the Registrant and Highgate, dated October 12, 2005

  10.12     Warrant between the Registrant and Prenox, dated October 12, 2005

  10.13     Bridge Loan and Control Share Pledge and Security  Agreement between
            Uluru, the Registrant and Mr. Gray, dated October 12, 2005

  10.14     Security Agreement between Uluru, the Registrant and Mr. Gray, dated
            October 12, 2005

  10.15     Pledge and Escrow Agreement between the Registrant, Uluru, Mr. Gray,
            and Escrow Agent, dated October 12, 2005

  10.16     Convertible  Debenture for  $10,700,000  between the  Registrant and
            Uluru, dated October 12, 2005

  10.17     Merger  Agreement  between the Registrant,  Merger Corp., and Uluru,
            dated October 12, 2005

  10.18     Indemnification  Escrow Agreement  between the Registrant,  Mr. Gray
            and the Escrow Agent, dated October 12, 2005

  10.19     Standby  Equity  Distribution  Agreement  between the Registrant and
            Cornell, dated October 12, 2005

  10.20     SEDA  Registration  Rights  Agreement  between  the  Registrant  and
            Cornell, dated October 12, 2005

  10.21     Placement  Agent  Agreement  between  the  Registrant,  Cornell  and
            Newbridge Securities Corp., dated October 12, 2005
<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         OXFORD VENTURES, INC.


Date: October 17, 2005              By:  /s/Daniel Leonard
                                         ---------------------------
                                         Name:    Daniel Leonard
                                         Title:   President








<PAGE>

                                  EXHIBIT INDEX


Exhibit No. Description
----------- -----------

  10.1      Securities  Purchase Agreement between the Registrant,  Highgate and
            Prenox, dated October 12, 2005

  10.2      Security  Agreement  between the  Registrant,  Highgate  and Prenox,
            dated October 12, 2005

  10.3      Collateral  Assignment between the Registrant,  Highgate and Prenox,
            dated October 12, 2005

  10.4      Guaranty  Agreement  between the  Registrant,  Highgate  and Prenox,
            dated October 12, 2005

  10.5      Guarantor Security Agreement between the Merger Corp.,  Highgate and
            Prenox, dated October 12, 2005

  10.6      Escrow  Agreement  between  the  Registrant,  Highgate,  Prenox  and
            Gottbetter & Partners, LLP ("Gottbetter"), dated October 12, 2005

  10.7      Escrow Shares Escrow  Agreement  between the  Registrant,  Highgate,
            Prenox and Gottbetter, dated October 12, 2005

  10.8      Investor  Registration  Rights  Agreement  between  the  Registrant,
            Highgate and Prenox, dated October 12, 2005

  10.9      OXFV Convertible  Debenture for $3,000,000  issued by the Registrant
            and Highgate, dated October 12, 2005

  10.10     OXFV Convertible  Debenture for $10,000,000 issued by the Registrant
            and Prenox, dated October 12, 2005

  10.11     Warrant issued by the Registrant to Highgate, dated October 12, 2005

  10.12     Warrant issued by the Registrant to Prenox, dated October 12, 2005

  10.13     Bridge Loan and Control Share Pledge and Security  Agreement between
            Uluru, the Registrant and Mr. Gray, dated October 12, 2005

  10.14     Security Agreement between Uluru, the Registrant and Mr. Gray, dated
            October 12, 2005

  10.15     Pledge and Escrow Agreement between the Registrant, Uluru, Mr. Gray,
            and Gottbetter, dated October 12, 2005

  10.16     Convertible  Debenture  for  $10,700,000  issued  by  Uluru  to  the
            Registrant, dated October 12, 2005

  10.17     Merger  Agreement  between the Registrant,  Merger Corp., and Uluru,
            dated October 12, 2005

  10.18     Indemnification  Escrow Agreement  between the Registrant,  Mr. Gray
            and the Escrow Agent, dated October 12, 2005

  10.19     Standby  Equity  Distribution  Agreement  between the Registrant and
            Cornell, dated October 12, 2005

  10.20     SEDA  Registration  Rights  Agreement  between  the  Registrant  and
            Cornell, dated October 12, 2005

  10.21     Placement  Agent  Agreement  between  the  Registrant,  Cornell  and
            Newbridge Securities Corp., dated October 12, 2005
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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

Date of Report (date of earliest event reported)         October 12, 2005
--------------------------------------------------------------------------------

                              OXFORD VENTURES, INC.
             (Exact name of Registrant as specified in its charter)

            Nevada                         000-49670                 N/A
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission File number)    (IRS Employer
of incorporation or organization)                            Identification No.)

                   4655 East Ivy St., Suite 101, Mesa AZ 85205
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (402) 763-9511
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
                  (Former Address If Changed since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligation for the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

      On October 12, 2005, Oxford Ventures, Inc. (the "Registrant") entered in a
Securities  Purchase  Agreement (the "Securities  Purchase  Agreement") to issue
secured  convertible  debentures to Highgate House Funds, Ltd.  ("Highgate") and
Prenox,  LLC ("Prenox") in an amount of up to $15,000,000  and to issue Highgate
and Prenox warrants for up to 5,000,000 shares of the Registrant's  common stock
for a period of five years  with an  exercise  price of $0.01 (the  "Warrants").
Also on October  12,  2005,  Oxford  issued a  $10,000,000  secured  convertible
debenture to Prenox and a $3,000,000 secured  convertible  debenture  (together,
the  "Debentures") to Highgate as well as the Warrants.  The Registrant has used
the majority of the proceeds  from the  Debentures  to extend a loan,  described
below,  to Uluru Inc.  ("Uluru").  The shares  underlying  the Warrants shall be
included  on a  registration  statement,  described  below,  to be  filed by the
Registrant  with the  Securities  and Exchange  Commission.  In exchange for the
purchase  of the  Debentures,  the  Registrant  granted  Highgate  and  Prenox a
security  interest in all of its  assets,  including  any assets the  Registrant
acquires while the Debentures are outstanding, and has agreed to issue shares of
common  stock in an  amount  equal  to five  times  the  gross  proceeds  of the
Debentures to be held in escrow in the event of a default  under the  Debentures
(the "Escrow Shares").

      The Debentures have a term of two years from the date of issuance and bear
an interest of ten percent per annum.  The  Registrant may redeem the Debentures
at any time prior to their  maturity at a price equal to 120% of the face amount
redeemed  plus any accrued  interest.  Highgate  and Prenox may at their  option
convert all or some of the Debentures  plus any accrued and unpaid interest into
shares of the Registrant's common stock at the price of $1.50 per share.

      On October 12, 2005, the Registrant entered into a Bridge Loan and Control
Share and Pledge Security  Agreement,  (the "Bridge Loan  Agreement") with Uluru
and Kerry P. Gray. Pursuant to the Bridge Loan Agreement,  the Registrant loaned
Uluru $10,700,000 in exchange for a secured  debenture (the "Uluru  Debenture").
In addition to granting the Uluru Debenture,  Uluru granted a security  interest
in its assets (the  "Security  Interest")  to Oxford and Mr. Gray pledged  Uluru
shares  representing  54.5% of Uluru's  capital  stock to Oxford  (the  "Pledged
Shares").  To entice  Highgate and Prenox to enter into the Securities  Purchase
Agreement,  Oxford  assigned  the Security  Interest  and the Pledged  Shares to
Prenox and Highgate pursuant to a Collateral  Assignment  Agreement entered into
between the Registrant, Highgate and Prenox.

      On  October  12,  2005,  the  Registrant  entered  into a  Standby  Equity
Distribution  Agreement ("SEDA") with Cornell. Under the SEDA, Cornell committed
to purchase over the course of two years from the date of the effectiveness of a
registration  statement  described  below up to $30,000,000 of the  Registrant's
common  stock  in  increments  of up to  $1,000,000  (each  such  increment,  an
"Advance").  The purchase price for this common
stock shall be 97% of the lowest  daily  volume  weighted  average  price of the
common  stock  during the five  consecutive  trading  days after notice is given
requesting an Advance.

      The Registrant shall file a registration statement with the Securities and
Exchange  Commission  to register  the resale of the  Registrant's  common stock
issued to Cornell  pursuant to the SEDA. The  registration  statement shall also
include  the  shares of common  stock  underlying  the  Warrants  and the Escrow
Shares.  The Registrant  shall  continuously  maintain the  effectiveness of the
registration  statement  for a period  of  twenty  four  (24)  months  after its
effective date.

      On October 12, 2005, the Registrant  entered into an Agreement and Plan of
Merger and Reorganization  (the "Merger  Agreement") with Uluru by and among the
Registrant,  Uluru, and Uluru Acquisitions  Corp., a wholly-owned  subsidiary of
the Registrant ("Merger Corp.").  Under the Merger Agreement,  Merger Corp. will
merge with and into Uluru,  as a result of which  Registrant will acquire all of
the issued and outstanding  shares of Uluru and Uluru will become a wholly-owned
subsidiary of the Registrant (the "Merger").

      In connection  with the Merger,  the holders of Uluru common  stock,  will
receive 11,000,000 shares of the Registrant's common stock,  approximately forty
percent of the shares of Common Stock of the Registrant on a fully diluted basis
after  giving  effect  to  the  Merger,   and  the  shareholders  of  Registrant
immediately  prior to the Merger will retain 1,000,000 shares of common stock of
Registrant,  representing  approximately  four  percent  of the shares of Common
Stock of Oxford on a fully diluted basis after giving effect to the Merger.

      After giving  effect to the Merger,  the shares of common stock into which
the  Debentures  are  convertible  and the Warrants,  the  Registrant  will have
28,000,000 shares of common stock issued and outstanding.

      After  giving  effect  to  the  Merger,   and  pending   approval  of  the
Registrant's shareholders, the Board of Directors of the Registrant will consist
of five members.  Simultaneously with the resignation of the current officer and
director  of the  Registrant,  a new Board of  Directors  will be  appointed  as
determined by Uluru,  with Highgate and Prenox appointing one member of the five
new members of the Board of Directors.  All  securities  issued  pursuant to the
Merger  will be  "restricted"  stock and be  subject to all  applicable  re-sale
restrictions specified by federal and state securities laws.

ITEM 9.  FINANCIAL STATEMENTS AND EXHIBITS

  Number    Exhibit
  ------    -------

  10.1      Securities  Purchase Agreement between the Registrant,  Highgate and
            Prenox, dated October 12, 2005

  10.2      Security  Agreement  between the  Registrant,  Highgate  and Prenox,
            dated October 12, 2005
10.3      Collateral  Assignment between the Registrant,  Highgate and Prenox,
            dated October 12, 2005

  10.4      Guaranty  Agreement  between the  Registrant,  Highgate  and Prenox,
            dated October 12, 2005

  10.5      Guarantor  Security  Agreement between the Registrant,  Highgate and
            Prenox, dated October 12, 2005

  10.6      Escrow Agreement between the Registrant,  Highgate and Prenox, dated
            October 12, 2005

  10.7      Escrow Shares Escrow  Agreement  between the  Registrant,  Highgate,
            Prenox and Gottbetter & Partners,  LLP (the "Escrow  Agent"),  dated
            October 12, 2005

  10.8      Investor  Registration  Rights  Agreement  between  the  Registrant,
            Highgate and Prenox, dated October 12, 2005

  10.9      OXFV Convertible Debenture for $3,000,000 between the Registrant and
            Highgate, dated October 12, 2005

  10.10     OXFV  Convertible  Debenture for $10,000,000  between the Registrant
            and Prenox, dated October 12, 2005

  10.11     Warrant between the Registrant and Highgate, dated October 12, 2005

  10.12     Warrant between the Registrant and Prenox, dated October 12, 2005

  10.13     Bridge Loan and Control Share Pledge and Security  Agreement between
            Uluru, the Registrant and Mr. Gray, dated October 12, 2005

  10.14     Security Agreement between Uluru, the Registrant and Mr. Gray, dated
            October 12, 2005

  10.15     Pledge and Escrow Agreement between the Registrant, Uluru, Mr. Gray,
            and Escrow Agent, dated October 12, 2005

  10.16     Convertible  Debenture for  $10,700,000  between the  Registrant and
            Uluru, dated October 12, 2005

  10.17     Merger  Agreement  between the Registrant,  Merger Corp., and Uluru,
            dated October 12, 2005

  10.18     Indemnification  Escrow Agreement  between the Registrant,  Mr. Gray
            and the Escrow Agent, dated October 12, 2005

  10.19     Standby  Equity  Distribution  Agreement  between the Registrant and
            Cornell, dated October 12, 2005

  10.20     SEDA  Registration  Rights  Agreement  between  the  Registrant  and
            Cornell, dated October 12, 2005

  10.21     Placement  Agent  Agreement  between  the  Registrant,  Cornell  and
            Newbridge Securities Corp., dated October 12, 2005
SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         OXFORD VENTURES, INC.

Date: October 17, 2005              By:  /s/Daniel Leonard
                                         ---------------------------
                                         Name:    Daniel Leonard
                                         Title:   President
EXHIBIT INDEX

Exhibit No. Description
----------- -----------

  10.1      Securities  Purchase Agreement between the Registrant,  Highgate and
            Prenox, dated October 12, 2005

  10.2      Security  Agreement  between the  Registrant,  Highgate  and Prenox,
            dated October 12, 2005

  10.3      Collateral  Assignment between the Registrant,  Highgate and Prenox,
            dated October 12, 2005

  10.4      Guaranty  Agreement  between the  Registrant,  Highgate  and Prenox,
            dated October 12, 2005

  10.5      Guarantor Security Agreement between the Merger Corp.,  Highgate and
            Prenox, dated October 12, 2005

  10.6      Escrow  Agreement  between  the  Registrant,  Highgate,  Prenox  and
            Gottbetter & Partners, LLP ("Gottbetter"), dated October 12, 2005

  10.7      Escrow Shares Escrow  Agreement  between the  Registrant,  Highgate,
            Prenox and Gottbetter, dated October 12, 2005

  10.8      Investor  Registration  Rights  Agreement  between  the  Registrant,
            Highgate and Prenox, dated October 12, 2005

  10.9      OXFV Convertible  Debenture for $3,000,000  issued by the Registrant
            and Highgate, dated October 12, 2005

  10.10     OXFV Convertible  Debenture for $10,000,000 issued by the Registrant
            and Prenox, dated October 12, 2005

  10.11     Warrant issued by the Registrant to Highgate, dated October 12, 2005

  10.12     Warrant issued by the Registrant to Prenox, dated October 12, 2005

  10.13     Bridge Loan and Control Share Pledge and Security  Agreement between
            Uluru, the Registrant and Mr. Gray, dated October 12, 2005

  10.14     Security Agreement between Uluru, the Registrant and Mr. Gray, dated
            October 12, 2005

  10.15     Pledge and Escrow Agreement between the Registrant, Uluru, Mr. Gray,
            and Gottbetter, dated October 12, 2005

  10.16     Convertible  Debenture  for  $10,700,000  issued  by  Uluru  to  the
            Registrant, dated October 12, 2005

  10.17     Merger  Agreement  between the Registrant,  Merger Corp., and Uluru,
            dated October 12, 2005

  10.18     Indemnification  Escrow Agreement  between the Registrant,  Mr. Gray
            and the Escrow Agent, dated October 12, 2005

  10.19     Standby  Equity  Distribution  Agreement  between the Registrant and
            Cornell, dated October 12, 2005

  10.20     SEDA  Registration  Rights  Agreement  between  the  Registrant  and
            Cornell, dated October 12, 2005

  10.21     Placement  Agent  Agreement  between  the  Registrant,  Cornell  and
            Newbridge Securities Corp., dated October 12, 2005