SEPARATION, TRANSFER AND DISTRIBUTION AGREEMENT

SEPARATION, TRANSFER AND DISTRIBUTION AGREEMENT

This Separation, Transfer and Distribution Agreement (this "Agreement") is

made and entered into effective as of June 11, 2004 ("Effective Date") among

BioFarm, Inc., a Nevada corporation ("BIOF"), Ocwen Corp., a Nevada corporation

("Ocwen") and Herbert McDonald, David R. Stith and Allan Esrine (collectively,

the "Trustees") with reference to the material facts set forth in the Recitals

below.

RECITALS

A. The Boards of Directors of each of BIOF and Ocwen have determined that

it is appropriate and desirable for BIOF to contribute and transfer to Ocwen,

and for Ocwen to receive and assume, directly or indirectly, substantially all

of the assets and liabilities of BIOF (the "Separation");

B. BIOF has previously caused Ocwen to be incorporated and BIOF currently

owns all of the issued and outstanding capital stock of Ocwen;

C. The Board of Directors of BIOF has determined that it is appropriate

and desirable on the terms and conditions contemplated hereby to transfer to the

Trustees all of the shares of Ocwen Common Stock (the "Ocwen Shares") held by

BIOF (the "Transfer") to hold for the benefit of the holders of BIOF Common

Stock pursuant to the Trust Agreement attached hereto as EXHIBIT A (the "Trust

Agreement");

D. The Board of Directors of BIOF intends that the Ocwen Shares shall be

distributed by the Trustees to the stockholders of BIOF as a dividend;

E. The Trustees have agreed to hold the Ocwen Shares pursuant to the terms

of the Trust Agreement and distribute the Ocwen Shares to the shareholders of

BIOF (the "Distribution") or otherwise dispose of the same.

F. BIOF and Ocwen intend that the Separation, Transfer and Distribution

will qualify as a tax-free reorganization under Sections 368(a)(1)(D) and 355 of

the Internal Revenue Code of 1986, as amended (the "Code"), and that this

Agreement is intended to be, and is hereby adopted as, a plan of reorganization

under Section 368 of the Code; and

G. The parties intend in this Agreement, including the exhibits hereto, to

set forth the principal arrangements between them regarding the Separation.

NOW, THEREFORE, for and in consideration of the foregoing, the premises

and the mutual covenants contained herein, and for other good and valuable

consideration, the receipt, adequacy and legal sufficiency of which are hereby

acknowledged, the parties hereto, intending to be legally bound, agree as

follows:

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ARTICLE I.

SEPARATION

1.1. Separation Date. The effective time and date of each transfer of

property, assumption of liability, license, undertaking, or agreement in

connection with the Separation shall be June 11, 2004 or such other date as may

be fixed by the Board of Directors of BIOF (the "Separation Date").

1.2. Closing of Transactions. The closing of the Separation shall occur by

the lodging of each of the executed instruments of transfer, assumptions of

liability, undertakings, agreements, instruments or other documents described in

Article II hereof at the offices of BIOF. Provided that all such documents are

delivered on or before the Separation Date, the Separation and the related

transactions shall deemed to have occurred on the Separation Date.

ARTICLE II.

DOCUMENTS AND ITEMS TO BE DELIVERED ON OR BEFORE

THE SEPARATION DATE

2.1 Documents to be Delivered by BIOF. On or before the Separation Date,

BIOF will deliver to Ocwen all of the following items and agreements:

(a) A duly executed General Assignment and Assumption Agreement (the

"Assignment Agreement") substantially in the form attached hereto as EXHIBIT B;

(b) Stock certificates representing all of the outstanding shares of

Underwater Technics, Inc., and any other subsidiary of BIOF (whether or not

active) and all shares of Artwork and Beyond, Inc. owned by BIOF duly endorsed

to transfer the shares represented by such certificate(s) to Ocwen;

(c) $149,000 principal amount of subscription receivables (the

proceeds of which shall be used to pay the liabilities assumed by Ocwen); and,

(c) Such other agreements, documents or instruments as the parties

may agree are necessary or desirable in order to achieve the purposes hereof.

2.2 Documents To Be Delivered By Ocwen. As of the Separation Date, Ocwen

will deliver to BIOF all of the following:

(a) A duly executed Assignment Agreement; and,

(b) Such other agreements, documents or instruments as the parties

may agree are necessary or desirable in order to achieve the purposes hereof.

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ARTICLE III.

THE TRANSFER AND DISTRIBUTION

3.1 The Transfer. As soon as practicable after the Separation Date and

subject to Section 3.2 hereof, the parties shall effect the Transfer by taking

the following actions:

(a) BIOF, Ocwen and each of the Trustees will deliver to each other

duly executed Trust Agreements; and,

(b) BIOF will deliver to the Trustees a stock certificate or

certificate(s) representing all of the outstanding shares of capital stock of

Ocwen owned by BIOF duly endorsed to the Trustees to hold pursuant to the terms

of the Trust Agreement.

3.2 Conditions to Transfer. The obligations of the parties to consummate

the Transfer shall be conditioned on the satisfaction of the following

conditions:

(a) Government Approvals. Any governmental approvals and consents

necessary to consummate the Transfer shall have been obtained and be in full

force and effect;

(b) No Legal Restraints. No order, injunction or decree issued by

any court or agency of competent jurisdiction or other legal restraint or

prohibition preventing the consummation of the Transfer or any of the other

transactions contemplated by this Agreement shall be in effect;

(c) Compliance with Laws. The Transfer shall not violate any

applicable law, regulation or statute, including, without limitation, the

securities laws of any jurisdiction;

(d) Separation. The Separation shall have become effective as

described in Articles I and II hereof;

(e) Other Actions. Such other actions as the parties hereto may,

based upon the advice of counsel, reasonably request to be taken prior to the

Transfer in order to assure the successful completion of the Transfer shall have

been taken; and,

(f) No Termination. This Agreement shall not have been terminated.

3.3 Actions in Connection with the Distribution. Consistent with the

provisions of the 1933 Act, BIOF and Ocwen will take all necessary and

appropriate actions to prepare for the Distribution including, without

limitation:

(a) BIOF shall declare a dividend with respect to its issued and

outstanding shares of Common Stock entitling the holders of record of such

shares to receive a pro-rata distribution (based on their ownership of BIOF's

outstanding Common Stock) of the Ocwen Shares held by the Trustees subject to

the terms of the Trust Agreement;

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(b) BIOF shall ensure that such declaration shall be made in

accordance with all applicable corporate and securities laws, and shall make all

required or appropriate filings with and notifications to the United States

Securities and Exchange Commission and any exchange or bulletin board on which

shares of BIOF's Common Stock is traded; and,

(c) BIOF and Ocwen shall take all reasonable steps necessary and

appropriate to cause the conditions set forth in Section 3.2 to be satisfied.

ARTICLE IV.

COVENANTS AND OTHER MATTERS

4.1 Other Agreements. In addition to the specific agreements, documents

and instruments that are Exhibits to this Agreement, BIOF and Ocwen agree to

execute or cause to be executed by the appropriate parties and deliver, as

appropriate, such other agreements, instruments and other documents as may be

necessary or desirable in order to effect the purposes of this Agreement and the

agreements included as exhibits hereto.

4.2 Further Instruments.

(a) At the request of Ocwen and without further consideration, BIOF

will execute and deliver, to Ocwen such other instruments of transfer,

conveyance, assignment, substitution and confirmation and take such action as

Ocwen may reasonably deem necessary or desirable in order to more effectively

transfer, convey and assign to Ocwen and to confirm Ocwen's title to all of the

assets, rights and other things of value contemplated to be transferred to Ocwen

pursuant to this Agreement and the agreements attached as exhibits hereto, to

put Ocwen in actual possession and operating control thereof, and to permit

Ocwen to exercise all rights with respect thereto (including, without

limitation, rights under contracts and other arrangements as to which the

consent of any third party to the transfer thereof shall not have previously

been obtained).

(b) At the request of BIOF and without further consideration, Ocwen

will execute and deliver, to BIOF all instruments, assumptions, novations,

undertakings, substitutions or other documents and take such other action as

BIOF may reasonably deem necessary or desirable in order to have Ocwen fully and

unconditionally assume and discharge the liabilities contemplated to be assumed

by Ocwen under this Agreement or the exhibits hereto, and to relieve BIOF and

its affiliates, directors, officers, agents, employees and representatives of

any liability or obligation with respect thereto and evidence the same to third

parties.

(c) Each party, at the request of another party hereto, shall

execute and deliver such other instruments and do and perform such other acts

and things as may be necessary or desirable for effecting completely the

consummation of the transactions contemplated hereby.

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(d) Neither BIOF nor Ocwen shall be obligated, in connection with

their respective obligations, to deliver further documents or, to expend money

other than reasonable out-of-pocket expenses, attorneys' fees and recording or

similar fees.

4.3 Agreement for Exchange of Information. Each of BIOF and Ocwen agrees

to provide, or cause to be provided, to each other, at any time before or after

the Separation Date, as soon as reasonably practicable after written request

therefor, any information in the possession or under the control of such party

that the requesting party reasonably needs (i) to comply with reporting,

disclosure, filing or other requirements imposed on the requesting party

(including under applicable securities laws) by a governmental authority having

jurisdiction