Afexa Life Sciences Inc. — M&A Activity 1998

May 19, 1998

FORM 27

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER SECTION 118(1)

OF THE SECURITIES ACT

ITEM 1. REPORTING ISSUER

CV Technologies Inc.

Suite 308, Campus Tower

8625 – 112 Street

Edmonton, AB

T6G 1K8

ITEM 2. DATE OF MATERIAL CHANGE

May 7, 1998

ITEM 3. NEWS RELEASE

A news release was disseminated on May 11, 1998 through the services of Canada News Wire.

ITEM 4. SUMMARY OF MATERIAL CHANGE

CV Technologies Inc. has entered into a Letter of Agreement with HerbTech Inc. which outlines the terms of a proposed amalgamation of the two corporations. It is proposed that the amalgamation proceed on the basis of each common share of CV Technologies Inc. being exchanged for 1.561 common shares in the amalgamated corporation, and each common share of HerbTech Inc. being exchanged for .896 common shares of the amalgamated corporation. CV Technologies Inc. holds approximately 37.8% of the outstanding shares of HerbTech Inc., which inter-corporate shareholdings will be cancelled upon the amalgamation. The amalgamation is subject to regulatory approval and is subject to the approval of the shareholders, by way of special resolutions, of both corporations.

ITEM 5. COMPLETE DESCRIPTION OF MATERIAL CHANGE

CV Technologies Inc. (“CVT”) has entered into a Letter of Agreement dated May 7, 1998 with HerbTech Inc. (“HerbTech”), which Letter of Agreement outlines a proposal to amalgamate the two corporations as a single corporation (“Amalco”). The exchange ratio to be used upon the amalgamation is that each common share of CVT will be exchanged for 1.561 common shares of Amalco. Neither corporation has any preferred shares outstanding. CVT presently has 15,919,000 common shares outstanding, and HerbTech Inc. has 20,085,000 common shares outstanding, of which 7,585,104 are owned by CVT. The common shares of HerbTech Inc. that are owned by CVT will be cancelled upon the amalgamation. Accordingly, following the amalgamation, Amalco is expected to have 36,049,465 common shares outstanding, subject to adjustments for items such as fractional shares and the exercise of options.

HerbTech and CVT have a number of common officers and directorships, summarized as follows:

NAME	HERBTECH INC.	CV TECHNOLOGIES
Dr. Peter Pang	Executive Vice President and Director	Chairman, President and Director
Kenneth Broadfoot	Chairman, President and Director	Executive Vice President and Director
Dr. Jacqueline Jie Shan	Vice President of Research and Development and Director	Vice President of Research and Development and Director
Dr. Kam Wai Chiu	Manager of Asian Operations and Director	Director
Dr. Robert Church	Director	N/A
Charles Eu	Director		N/A
Ian Cabral	N/A	Vice President of Marketing
William Hustler	N/A	Director
Frank Liu	N/A	Director
M. Frank Phillet	Chief Financial Officer	Chief Financial Officer

In addition, Dr. Peter Pang is a significant shareholder of both Corporations and would remain a significant shareholder of Amalco.

The amalgamation of the Corporations is subject to a number of conditions, including receipt of the approval of the Alberta Stock Exchange and the approval of the shareholders of both Corporations, by way of special resolutions (being resolutions approved by a majority of not less than 66 and 2/3% of all votes cast in respect of the resolution). Both Corporations have called shareholders meetings to be held on June 25, 1998 at which the amalgamation will be presented for shareholder approval. Provided that shareholder approval is received, and all other conditions are satisfied, it is anticipated that the amalgamation will be completed shortly after the shareholders meetings.

ITEM 6. RELIANCE ON SECTION 118(2) OF THE SECURITIES ACT

Not applicable

ITEM 7. OMITTED INFORMATION

Not applicable.

ITEM 8. SENIOR OFFICER

Ken Broadfoot, Executive Vice-President of the Corporation is knowledgeable about this material change and may be contacted respecting this Material Change at (403) 432-0022, for further information.

ITEM 9. STATEMENT OF SENIOR OFFICER

The foregoing accurately discloses the material change referred to herein.

DATED at the City of Edmonton, in the Province of Alberta, this 19th day of May. 1998.

_______________________________

KEN BROADFOOT