AGREEMENT AND PLAN OF ACQUISTION

AGREEMENT AND PLAN OF ACQUISTION

This AGREEMENT AND PLAN OF ACQUISITION (“Agreement”), dated as of May 5, 2005, by and among NEW LIFE SCIENTIFIC, INC., a Nevada corporation, a Nevada corporation (“NWLF”), the stockholders of NOVO LIFE Scientific Group, Inc. as listed on the signature page (collectively, the “Stockholders”), a Ukrainian enterprise-corporation (“NOVO LIFE”). The corporate parties hereto are sometimes hereinafter referred to collectively as the “Companies,” or individually as a “Company.”

WHEREAS, the respective Boards of Directors/Managers of the Companies deem it advisable and in the best interests of their respective stockholders that NOVO LIFE be acquired by and become a wholly owned subsidiary of NWLF and, in furtherance thereof, the Boards of Directors/Managers of the Companies have approved, as applicable, the share exchange provided for herein; and

WHEREAS, for federal income tax purposes, it is intended that the share exchange shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), but a IRS ruling or opinion of counsel is not being sought and such tax treatment is not a condition to closing the share exchange herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

THE SHARE EXCHANGE

1.1         The Share exchange . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 hereof), NWLF shall issue its shares of common stock in exchange for the common stock (or authorized share capital as defined under Ukrainian law representing ownership of NOVO LIFE) of NOVO LIFE as set forth on the signature page (the “Transaction”).

1.2        Effective Time of the Share exchange . The Transaction shall become effective (the “Effective Time”) upon the completion of the share exchange as provided herein.

ARTICLE II

THE STOCKHOLDERS REPRESENTATIVE

2.1 Shareholder Representative . The NOVO LIFE Stockholders hereby irrevocably designate and appoint Alexander Yelsky as their agent and attorney in fact (the “Representative”) with full power and authority through the Closing or termination of this Agreement, whichever occurs first, to execute, deliver and receive on their behalf all notices, requests, certificates, proceeds and other communications under or pursuant to this Agreement; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Agreement and to take such other action on their behalf in connection with the Agreement, the Closing and the transactions contemplated thereby as the Representative deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the purchase price for the NOVO LIFE Shares to be paid to the Stockholders as set forth in this Agreement or increase the liability of the Stockholders herein.

ARTICLE III

CONVERSION OF SHARES

a.) The common stock of NOVO LIFE (“NOVO LIFE Common Share”) issued and outstanding immediately prior to the Effective Time (other than NOVO LIFE Shares held by NWLF or any subsidiary of NWLF, if any), shall be exchanged for 17,500,000 share(s) of restricted common stock, par value $.001 per share, of NWLF (“NWLF Shares”). The aggregate number of NWLF shares to be received by the NOVO LIFE shareholders shall be 17,500,000. The NOVO LIFE Common Shares are also referred to as the “NOVO LIFE Shares.”

b.) If, prior to the Effective Time, except as required to meet the terms of this Plan of Share Exchange, NWLF should split or combine any of its outstanding stock or securities, or pay a stock dividend or other stock distribution in, then the NOVO LIFE Exchange Ratio shall be appropriately adjusted to reflect such split, combination, dividend, or other distribution.

e.) Each NOVO LIFE Share held in treasury (or a subsidiary, as such term is defined in Article IV hereof) immediately prior to the Effective Time shall be canceled and retired and cease to exist, and no NWLF Shares shall be issued in exchange therefore.

(a)       Prior to the Effective Time, NWLF shall select and enter into an agreement with an attorney, transfer agent or trust company to act as Exchange Agent hereunder (the “Exchange Agent”) in the United States and in Kiev, Ukraine. No later than the Effective Time, NWLF shall make available, to the Stockholders Representative the NWLF Shares that the Stockholders shall be entitled to receive in the Transaction for delivery to the Stockholders in exchange for the NOVO LIFE Shares. The NWLF Shares for which the NOVO LIFE Shares shall be exchanged in the Transaction shall be deemed to have been issued at the Effective Time.

(b)       In the event that any stock certificate representing NOVO LIFE Shares shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen, or destroyed, NWLF shall issue or cause to be issued in exchange for such lost, stolen, or destroyed certificate the number of NWLF Shares into which such shares are exchanged in the Transaction in accordance with this Article III . When authorizing such issuance in exchange therefore, the Board of Directors of NWLF may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate to give NWLF a bond in such sum as it may direct as indemnity, or such other form of indemnity as it shall direct, against any claim that may be made against NWLF with respect to the certificate alleged to have been lost, stolen, or destroyed.

3.3        Dividends; Transfer Taxes . No dividends that are declared on NWLF Shares shall be paid to persons entitled to receive certificates representing NWLF Shares until such persons surrender their certificates representing NOVO LIFE Shares. Upon such surrender, there shall be paid to the person in whose name the certificates representing such NWLF Shares shall be issued any dividends which shall have become payable with respect to such NWLF Shares between the Effective Time and the time of such surrender. In no event shall the person entitled to receive such dividends be entitled to receive interest on such dividends. If any certificates for any NWLF Shares are to be issued in a name other than that in which the certificate representing NOVO LIFE Shares surrendered in exchange therefore is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such NWLF Shares in a name other than that of the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any NWLF Shares or dividends thereon or, in accordance with Section 3.4 hereof, the cash payment for fractional interests, delivered to a public official pursuant to applicable escheat laws.

3.4         No Fractional Securities . No certificates or scrip representing fractional NWLF Shares shall be issued upon the surrender for exchange of certificates representing Shares pursuant to this Article III and no dividend, stock split-up, or other change in the capital structure of NWLF shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any rights of a security holder. Any fractional shares to be issued to the Stockholders shall be increased to the next whole share.

3.5         Closing The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place via facsimile or in person on the day on which the parties execute this Agreement and on which all of the conditions set forth in Article VIII hereof are satisfied or waived (other than those conditions which are to be satisfied at Closing), or at such other date, time and place as the Companies shall agree.

3.6         Supplementary Action . If at any time after the Effective Time, any further assignments or assurances in law or any other things are necessary or desirable to vest or to perfect or confirm of record in the Surviving Corporation the title to any property or rights of either NWLF or NOVO LIFE, or otherwise to carry out the provisions of this Agreement, the officers and directors of the Surviving Corporation are hereby authorized and empowered on behalf of each, in the name of and on behalf of them as appropriate, to execute and deliver any and all things necessary or proper to vest or to perfect or confirm title to such property or rights in the Surviving Corporation, and otherwise to carry out the purposes and provisions of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF NOVO LIFE

As used in this Agreement, (i) the term “Material Adverse Effect” means, with respect to NWLF or NOVO LIFE, as the case may be, a material adverse effect on the business, assets, results of operations, or financial condition of such party and its subsidiaries taken as a whole or in the ability of such party to perform its obligations hereunder, and (ii) the word “subsidiary” when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, of which such party or any other subsidiary of such party is a general partner (excluding partnerships the general partnership interests of which held by such party or any subsidiary of such party do not have a majority of the voting interests in such partnership) or of which at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporations or other organizations is directly or indirectly owned or controlled by such party and/or by any one or more of the subsidiaries.

NOVO LIFE represents and warrants, with respect to NOVO LIFE and its subsidiaries, except as disclosed to NWLF in the NOVO LIFE Schedule of Exceptions (the “NOVO LIFE Schedule”), attached hereto and incorporated herein by this reference, as follows:

4.1         Organization . Each of NOVO LIFE and its subsidiaries is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the corporate or other power to carry on its business as it is now being conducted or presently proposed to be conducted. Each of NOVO LIFE and its subsidiaries is duly qualified as a foreign owned corporation in the Country of Ukraine according to the laws, rules and regulations required of such an entity in that jurisdiction to do business, and is in good standing (to the extent the concept of good standing exists), in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified shall not have a Material Adverse Effect.

4.2         Capitalization . The authorized capital stock of NOVO LIFE and each of its subsidiaries consists of 100% of the share ownership of all shares of which are issued and outstanding. All of the issued and outstanding Shares or Share Capital of NOVO LIFE are validly issued, fully paid, and non-assessable and free of preemptive rights or similar rights created by statute, the Articles of Incorporation  or Bylaws of  NOVO LIFE or any  agreement by  which NOVO LIFE or  any of its

subsidiaries is a party or by which it is bound. Except (a) as set forth above or, (b) as disclosed in Section 4.2 of the NOVO LIFE Schedule, there are not as of the date of this Agreement any shares of capital stock of NOVO LIFE issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities, or other agreements or commitments obligating NOVO LIFE to issue, transfer, or sell any shares of its capital stock. As of the date hereof, no bonds, debentures, notes, or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of NOVO LIFE may vote (“Voting Debt”) were issued and outstanding.

4.3        Authority Relative to this Agreement . NOVO LIFE has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by NOVO LIFE and the consummation by NOVO LIFE of the transactions contemplated hereby have been duly authorized by its Board of Directors, and, except for approval by the requisite votes cast by NOVO LIFE ‘s shareholders at the meeting provided for herein or the Required Stockholders’ Consent, no other corporate proceedings on the part of NOVO LIFE are necessary to approve this Agreement or the transactions contemplated hereby.

4.4         Consents and Approvals; No Violations . No filing with, and no permit, authorization, consent, or approval of, any public body or authority is necessary for the consummation by NOVO LIFE of the transactions contemplated by this Agreement. Except as set forth in Section 4.4 of the NOVO LIFE Schedule, neither the execution and delivery of this Agreement by NOVO LIFE, nor the consummation by it of the transactions contemplated hereby, nor compliance by NOVO LIFE with any of the provisions hereof, shall (a) result in any breach of the Articles of Incorporation or Bylaws of NOVO LIFE, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, agreement, or other instrument or obligation to which NOVO LIFE or any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to NOVO LIFE , any of its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches, or defaults that would not have a Material Adverse Effect.

4.5         Financial Statements . Except as set forth in Section 4.5 of the NOVO LIFE Schedule, the un-audited financial statements dated March 31, 2005 (NOVO LIFE Un-Audited Statements) (NOVO LIFE Un-audited Statements) fairly presents in all material respects the consolidated financial position of NOVO LIFE and its subsidiaries as of the respective dates thereof, and the other related statements included therein fairly present in all material respects the results of operations, changes in stockholders’ equity and cash flows of NOVO LIFE and its subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the un-audited interim financial statements, to normal year-end adjustments and any other adjustments described therein and the absence of any notes thereto. The NOVO LIFE Un-audited Statements may collectively be referred to as NOVO LIFE Financial Statements.

(a)       Since March 31, 2005, except as set forth in Section 4.6 of the NOVO LIFE Schedule, neither NOVO LIFE nor any of its subsidiaries has: (i) taken any of the actions set forth in Sections 6.1 hereof; (ii) incurred any liability material to NOVO LIFE and its subsidiaries on a consolidated basis, except in the ordinary course of its business, consistent with past practices; (iii) suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of NOVO LIFE or any of its subsidiaries which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of

disclosures made in writing by NOVO LIFE to NWLF pursuant hereto); or (iv) subsequent to the date hereof, except as permitted by Section 6.1 hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices.

(b)       Neither NOVO LIFE nor any of its subsidiaries has any liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability) except for (i) liability set forth on the face of the March 31, 2005 balance sheet and (ii) liabilities which have risen after the March 31, 2005 balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).

4.7        Litigation As of the date of this Agreement, (i) there is no action, suit, judicial, or administrative proceeding, arbitration or investigation pending or, to the best knowledge of NOVO LIFE, threatened against or involving NOVO LIFE or any of its subsidiaries, or any of their properties or rights, before any court, arbitrator, or administrative or governmental body; (ii) there is no judgment, decree, injunction, rule, or order of any court, governmental department, commission, agency, instrumentality, or arbitrator outstanding against NOVO LIFE or any of its subsidiaries; and (iii) NOVO LIFE and its subsidiaries are not in violation of any term of any judgments, decrees, injunctions, or orders outstanding against them. NOVO LIFE has furnished to NWLF in writing, a copy of which is set forth in Section 4.7 of the NOVO LIFE Schedule, a description of all litigation, actions, suits, proceedings, arbitrations, investigations known to it, judgments, decrees, injunctions or orders pending; or to its best knowledge, threatened against or involving NOVO LIFE or any of its subsidiaries, or any of their properties or rights as of the date hereof.

(a)       Each of the material contracts, instruments, mortgages, notes, security agreements, leases, agreements, or understandings, whether written or oral, to which NOVO LIFE or any of its subsidiaries is a party that relates to or affects the assets or operations of NOVO LIFE or any of its subsidiaries or to which NOVO LIFE or any of its subsidiaries or their respective assets or operations may be bound or subject is a valid and binding obligation of NOVO LIFE and in full force and effect (with respect to NOVO LIFE or such subsidiary), except for where the failure to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. Section 4.8(a) of the NOVO LIFE Schedule sets forth a complete list of all material contracts. For purposes of this Agreement a material contract shall be any contract or agreement, which involves consideration in excess of $25,000. Except to the extent that the consummation of the transactions contemplated by this Agreement may require the consent of third parties, as disclosed in the NOVO LIFE Schedule, there are no existing defaults by NOVO LIFE or any of its subsidiaries thereunder or, to the knowledge of NOVO LIFE, by any other party thereto, which defaults, individually or in the aggregate, would have a Material Adverse Effect; and no event of default has occurred, and no event, condition, or occurrence exists, that (whether with or without notice, lapse of time, or the happening or occurrence of any other event) would constitute a default by NOVO LIFE or any of its subsidiaries thereunder which default would, individually or in the aggregate, have a Material Adverse Effect.

(b)       Except for this Agreement and those set forth on Section 4.8(b) of the NOVO LIFE Schedule, neither NOVO LIFE nor any of its subsidiaries is a party to any oral or written (i) consulting agreement not terminable on 60 days’ or less notice requiring the payment of more than $25,000 per annum, in the case of any such agreement with an individual; (ii) joint venture agreement; (iii) non-competition or similar agreements that restricts NOVO LIFE or its subsidiaries from engaging in a line of business; (iv) agreement with any executive officer or other employee of NOVO LIFE or any subsidiary the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving NOVO LIFE of the nature contemplated by this Agreement and which provides for the payment of in excess of $10,000; (v) agreement with respect to any executive officer of NOVO LIFE or any subsidiary providing any term of employment or compensation guaranty in excess of $15,000 per annum; or (vi) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan, or stock purchase plan, any of the benefits of which shall be increased, or the vesting

of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement.

(c)       Except as set forth in Section 4.8(c) of the NOVO LIFE Schedule, all employment, consulting, stock option or other similar agreements of NOVO LIFE and subsidiaries will be terminated at the Effective Time and no obligations or liabilities of NOVO LIFE or its subsidiaries will exist thereunder or as the result of such termination or otherwise.

(a)       Disclosed in Section 4.9 of the NOVO LIFE Schedule is a true and complete list of each written employee benefit plan, or similar such plans which are implemented in the Ukraine (including, without limitation, any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) policy or agreement that is maintained (all of the foregoing, the “Benefit Plans”), or is or was contributed to by NOVO LIFE or any trade or business, whether or not incorporated (an “ERISA Affiliate”), which together with NOVO LIFE would be deemed a “single employer” within the meaning of Section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). A copy of each Benefit Plan as currently in effect and, if applicable, the most recent Annual Report (Form 5500 Series), Actuarial Report or Valuation, Summary Plan Description, Trust Agreement, and a Determination Letter issued by the IRS for each Benefit Plan have heretofore been delivered to NWLF. No Benefit Plan was or is subject to Title IV of ERISA or Section 412 of the Code (including any “multiemployer plan,” as defined in Section 3(37) of ERISA).

(b)       Each of the Benefit Plans that are described in Section 4.9 or which are subject to ERISA is in substantial compliance the laws of the Ukraine and/or with ERISA; each of the Benefit Plans intended to be “qualified” within the meaning of Section 401 (a) of the Internal Revenue Code of 1986, as amended (the “Code”) is so qualified; and no event has occurred, and to NOVO LIFE ‘s knowledge, there exists no condition or set of circumstances, in connection with which NOVO LIFE or any ERISA Affiliate is or could be subject to liability (except liability for benefit claims and funding obligations payable in the ordinary course) under ERISA, the Code, or any other applicable law with respect to any Benefit Plan.

4.10       Taxes . For the purposes of this section, the term “tax” shall include all taxes, charges, withholdings, fees, levies, penalties, additions, interest, or other assessments imposed by any United States federal, state, or local authority or any other taxing authority on NOVO LIFE or any of its Tax Affiliates (as hereinafter defined) as to their respective income, profit, franchise, gross receipts, payroll, sales, employment, worker’s compensation, use, property, withholding, excise, occupancy, environmental, and other taxes, duties, or assessments of any nature, whatsoever. Except as set forth in Section 4.10 of the NOVO LIFE Schedule, NOVO LIFE has filed or caused to be filed timely all material federal, state, local, and foreign tax returns required to be filed by each of its and any member of its consolidated, combined, unitary, or similar group (each such member a “Tax Affiliate”). Such returns, reports, and other information are accurate and complete in all material respects. NOVO LIFE has paid or caused to be paid or has made adequate provision or set up an adequate accrual or reserve for the payment of, all taxes shown to be due in respect of the periods for which returns are due, and has established (or shall establish at least quarterly) an adequate accrual or reserve for the payment of all taxes payable in respect of the period subsequent to the last of said periods required to be so accrued or reserved. Neither NOVO LIFE nor any of its Tax Affiliates has any material liability for taxes in excess of the amount so paid or accruals or reserves so established. Except as set forth in Section 4.10 of the NOVO LIFE Schedule, neither NOVO LIFE nor any of its Tax Affiliates is delinquent in the payment of any tax in excess of the amount reserved or provided therefore, and no deficiencies for any tax, assessment, or governmental charge in excess of the amount reserved or provided therefore have been threatened, claimed, proposed, or assessed. No waiver or extension of time to assess any taxes has been given or requested. The Taxing Authority of the Ukraine or comparable agencies have never audited NOVO LIFE tax returns or questioned its status.

4.11      Compliance with Applicable Law . NOVO LIFE and each of its subsidiaries holds all material licenses, franchises, permits, variances, exemptions, orders, approvals, and authorizations necessary for the lawful conduct of its business under and pursuant to, and the business of each of NOVO LIFE and its subsidiaries is not being conducted in violation of, any provision of any material federal, state, local, or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license, or other governmental authorization or approval applicable to NOVO LIFE or any of its subsidiaries.

4.12       Subsidiaries . Section 4.12 of the NOVO LIFE Schedule lists all the subsidiaries of NOVO LIFE as of the date of this Agreement and indicates for each such corporate or limited liability company subsidiary as of such date the jurisdiction of incorporation or organization. All of the outstanding shares of capital stock or other equity interests of each of the subsidiaries are (i) held by NOVO LIFE or one of such wholly-owned subsidiaries; (ii) fully paid and non-assessable; and (iii) owned by NOVO LIFE or one of such wholly owned subsidiaries free and clear of any claim, lien, or encumbrance.

(a)       Except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy) does not have or could not reasonably be expected to have a Material Adverse Effect:

(i)         NOVO LIFE and each of its subsidiaries owns, or is licensed or otherwise has the legally enforceable right to use (in each case, clear of any liens or encumbrances of any kind), all Intellectual Property (as hereinafter defined) used in or necessary for the conduct of its business as currently conducted;

(ii)        No claims are pending or, to the best knowledge of NOVO LIFE, threatened that NOVO LIFE or any of its subsidiaries is infringing on or otherwise violating the rights of any person with regard to any Intellectual Property used by, owned by, and/or licensed to NOVO LIFE or any of its subsidiaries and, to the best knowledge of NOVO LIFE, there are no valid grounds for any such claims;

(iii)       Except as set forth on Schedule 4.13(a)(iii) of the NOVO LIFE Schedule, to the best knowledge of NOVO LIFE, no person is infringing on or otherwise violating any right of NOVO LIFE or any of its subsidiaries with respect to any Intellectual Property owned by and/or licensed to NOVO LIFE or any of its subsidiaries;

(iv)       to the best knowledge of NOVO LIFE , there are no valid grounds for any claim challenging the ownership or validity of any Intellectual Property owned by NOVO LIFE or any of its subsidiaries or challenging NOVO LIFE ‘s or any of its subsidiaries’ license or legally enforceable right to use any Intellectual Property licensed by it; and

(v)        to the best knowledge of NOVO LIFE , all patents, registered trademarks, service marks, and copyrights held by NOVO LIFE and each of its subsidiaries are valid and subsisting.

(b)       For purposes of this Agreement, “Intellectual Property” means trademarks (registered or unregistered), service marks, brand names, certification marks, trade dress, assumed names, trade names, and other indications of origin, the goodwill associated with the foregoing and registrations in an