WITNESSTH

                             Shareholders Agreement

         AGREEMENT  made as of this ___ day of June,  2004 by and between Matrix
Design, Inc.  ("Matrix")and  DermaPlus Investors LLC ("DermaPlus") and sometimes
hereinafter  referred to  individually  as  "Stockholder"  and  collectively  as
"Stockholders"

                                    WITNESSTH

WHEREAS,  Matrix  and  DermaPlus  each own  2,000,000  shares  of  common  stock
("Shares") of DermaPlus,  Inc., a Delaware  corporation  (the  "Company") and at
present the only shareholders of the Company; and

WHEREAS,  Matrix  and  DermaPlus  want to  provide  for the  joint  election  of
directors  and the orderly  sale of their shares upon receipt of an offer from a
third party.

NOW THEREFORE,  Matrix and DermaPlus,  for good and valuable consideration,  the
receipt and adequacy of which is hereby acknowledged,  and intending to be bound
do hereby covenant and agree as follows:

                                    ARTICLE I

                       RESTRICTIONS ON TRANSFER; RIGHT OF
                                  FIRST REFUSAL

      2.1 Transfer  Restrictions.  No  Stockholder  shall directly or indirectly
sell,  assign,  pledge or encumber or otherwise  transfer (a  "Transfer") to any
person any Shares held by such Stockholder  unless such Stockholder has complied
with all of the  provisions  of this Section 1, as well as any other  applicable
provisions  of  this  Agreement.   Any  purported  sale,   assignment,   pledge,
encumbrance  or other  transfer in  violation of this Section 1 shall be void ab
initio and  ineffectual  and shall not operate to transfer any interest or title
to  the  purported  transferee  or  assignee.  The  foregoing  to  the  contrary
notwithstanding,  DermaPlus may pledge and/or transfer up to 1,400,000 Shares to
Wellington  Matrix  Investors LLC without  offering the Shares to the Company or
Matrix  as  provided  for  herein,  provided  that  in the  event  of  transfer,
Wellington Matrix Investors LLC executes this Shareholders  Agreement and agrees
to be bound hereby.

      2.2 Right of First Refusal.

            (A)  Transfer  Notice.  If at any  time a  Stockholder  proposes  to
Transfer Shares to one or more third parties pursuant to an  understanding  with
such third parties,  then such Stockholder shall give the Company and each other
Stockholder  written notice of the Stockholder's  intention to make the Transfer
(the "Transfer  Notice"),  which Transfer Notice shall include (i) a description
of the Shares to be  transferred  ("Offered  Shares"),  (ii) the identity of the
prospective transferee(s) and (iii) the consideration and the material terms and
conditions  upon  which  the  proposed  Transfer  is to  be  made  (including  a
description of any expenses a Stockholder  exercising its purchase  option under
this  Section 1.2 would be required to bear or any  indemnification  such holder
would be required to provide pursuant to subsection 1.3e of this Agreement). The
Transfer  Notice shall  certify that the  Stockholder  has received a firm offer
from  the  prospective  transferee(s)  and in  good  faith  believes  a  binding
agreement  for the Transfer is obtainable on the terms set forth in the Transfer
Notice.  The Transfer Notice shall also include a copy of any written  proposal,
term  sheet or  letter of intent or other  agreement  relating  to the  proposed
Transfer.




            (B) Company's Option.  The Company shall have an option for a period
of twenty (20) days from receipt of the Transfer Notice to elect to purchase the
Offered  Shares at the same  price and  subject to the same  material  terms and
conditions  as described in the Transfer  Notice.  The Company may exercise such
purchase option and, thereby,  purchase all (or a portion of) the Offered Shares
by notifying the  Stockholder in writing  before  expiration of such twenty (20)
day period as to the number of such Offered  Shares which it wishes to purchase.
If the Company gives the Stockholder  notice that it desires to purchase some or
all of the Offered Shares, then payment for the Offered Shares shall be by check
or wire  transfer,  against  delivery of the Offered Shares to be purchased at a
place agreed upon between the parties and at the time of the  scheduled  closing
therefore, which shall be no later than forty-five (45) days after the Company's
receipt of the Transfer Notice,  unless the Transfer Notice contemplated a later
closing with the prospective  third party  transferee(s)  or unless the value of
the purchase price has not yet been established  pursuant to Section 1.2(e).  If
the Company fails to purchase all of the Offered Shares by exercising the option
granted in this Section  1.2(b) within the period  provided,  the Offered Shares
shall be subject to the  options  granted to the other  Stockholder  pursuant to
this Agreement.

            (C) Additional  Transfer Notice.  Subject to the Company's right set
forth in Section 1.2(b), if at any time a Stockholder proposes a Transfer, then,
after the  Company has  declined  to purchase  all, or a portion of, the Offered
Shares, the Stockholder shall give the other Stockholder an "Additional Transfer
Notice" which shall include all of the information and  certifications  required
in a Transfer  Notice and shall  additionally  identify the Offered Shares which
the  Company  has  declined to purchase  (the  "Remaining  Shares")  and briefly
describe  the  Stockholder's  rights of first  refusal and  co-sale  rights with
respect to the proposed Transfer.

            (D) The Stockholder's  Option. Said Stockholder shall have an option
for a period  of  thirty  (30)  days  from  such  Stockholder's  receipt  of the
Additional  Transfer  Notice  from the  transferring  Stockholder  set  forth in
Section  1.2(c) to elect to purchase its  Proportionate  Share of the  Remaining
Shares at the same price and subject to the same material  terms and  conditions
as described in the Additional  Transfer  Notice.  Each Stockholder may exercise
such purchase option and, thereby,  purchase all or any portion of the Shares by
notifying  the  transferring  Stockholder  and the  Company in  writing,  before
expiration  of the thirty (30) day period as to the number of such shares  which
he, she or it wishes to purchase.



            (E) Valuation of Property.  Should the purchase  price  specified in
the Transfer  Notice or Additional  Transfer Notice be payable in property other
than cash or evidences of indebtedness,  the Company (or the other  Stockholder)
shall  have the  right to pay the  purchase  price in the form of cash  equal in
amount to the value of such property.  If the  transferring  Stockholder and the
Company (or the other  Stockholder)  cannot  agree on such cash value within ten
(10) days  after the  Company's  receipt  of the  Transfer  Notice (or the other
Stockholders' receipt of the Additional Transfer Notice), the valuation shall be
made by an appraiser of recognized  standing selected by the Stockholder and the
Company  (or the other  Stockholder)  or, if they cannot  agree on an  appraiser
within twenty (20) days after the Company's  receipt of the Transfer  Notice (or
the other Stockholders'  receipt of the Additional Transfer Notice),  each shall
select  an  appraiser  of  recognized  standing  and  the two  appraisers  shall
designate a third  appraiser of recognized  standing,  whose  appraisal shall be
determinative  of such value. The cost of such appraisal shall be shared equally
by the transferring Stockholder and the Company (or the other Stockholder), with
half of the  cost  borne by the  Company  and the  cost  borne  pro rata by each
Stockholder  based on the  number of shares  such  parties  were  interested  in
purchasing  pursuant to this Section 1. The transferring  Stockholder may elect,
either before or after an appraisal has been completed, to withdraw its offer to
make a Transfer,  in which event all options to purchase  under this Section 1.2
shall be null and void as to such withdrawn  Transfer;  provided however that in
such  event,  the  transferring  Stockholder  shall  bear  all the  costs of the
appraisal,  if any,  including  any  costs  associated  with the  selection  and
retention of appraiser(s). If the time for the closing of the Company's purchase
or the other Stockholders' purchase has expired but for the determination of the
value of the purchase price offered by the prospective transferee(s),  then such
closing  shall be held on or prior to the fifth  (5th)  business  day after such
valuation shall have been made pursuant to this subsection.

      2.3 Right of Co-Sale.

            (A) To the  extent the  Company  and the other  Stockholders  do not
exercise  their  respective  rights of refusal as to all of the  Offered  Shares
pursuant  to Section  1.2 and the  transferring  Shareholder  intends to sell at
least  60% of its  Shares,  then each  non-exercising  Stockholder  (a  "Selling
Stockholder"  for purposes of this Section 1.3) which notifies the  transferring
Stockholder  in writing  within  thirty (30) days after  receipt of the Transfer
Notice  referred to in Section  1.2(a),  shall have the right to  participate in
such  sale of  Shares  on the same  terms and  conditions  as  specified  in the
Transfer  Notice.  Such  Selling   Stockholder's   notice  to  the  transferring
Stockholder   shall  indicate  the  number  of  shares  of  Shares  the  Selling
Stockholder  wishes to sell under his, her or its right to  participate.  To the
extent  one  or  more  of  the  Selling  Stockholders  exercise  such  right  of
participation  in accordance with the terms and conditions set forth below,  the
number of shares of Shares  that the  transferring  Stockholder  may sell in the
Transfer shall be correspondingly reduced.

            (B) Each Selling Stockholder may sell all or any part of that number
of  shares  of Shares  equal to the  product  obtained  by  multiplying  (i) the
aggregate  number of shares of Shares  covered by the Transfer  Notice by (ii) a
fraction,  the  numerator of which is the number of shares of Common Stock owned
by the  Selling  Stockholder  on  the  date  of  the  Transfer  Notice  and  the
denominator  of which is the sum of total number of shares of Common Stock owned
by the  transferring  Stockholder and the total number of shares of Common Stock
owned by all of the Selling Stockholders on the date of the Transfer Notice.



            (C) Each Selling  Stockholder  shall effect its participation in the
sale by promptly delivering to the transferring  Stockholder for transfer to the
prospective purchaser one or more certificates,  properly endorsed for transfer,
which represent:

                  (I) the type and number of shares of Shares which such Selling
Stockholder elects to sell; or

                  (II) that number of shares of Equities Securities which are at
such time  convertible  into the  number of shares of Common  Stock  which  such
Selling Stockholder elects to sell; provided,  however,  that if the prospective
third-party purchaser objects to the delivery of Shares in lieu of Common Stock,
such Selling Stockholder shall convert such Shares into Common Stock and deliver
Common Stock as provided in this  Section  1.3.  The Company  agrees to make any
such  conversion  concurrent  with the  actual  transfer  of such  shares to the
purchaser and contingent on such transfer.

            (D)  The  stock   certificate  or  certificates   that  the  Selling
Stockholder delivers to the transferring  Stockholder pursuant to Section 1.3(c)
shall be transferred to the prospective purchaser in consummation of the sale of
the  Shares  pursuant  to the terms and  conditions  specified  in the  Transfer
Notice, and the transferring  Stockholder shall concurrently  therewith remit to
such Selling Stockholder that portion of the sale proceeds to which such Selling
Stockholder  is entitled  by reason of its  participation  in such sale.  To the
extent that any prospective  purchaser or purchasers prohibit such assignment or
otherwise  refuse  to  purchase  shares  or  other  securities  from  a  Selling
Stockholder  exercising  its  rights  of  co-sale  hereunder,  the  transferring
Stockholder  shall not sell to such  prospective  purchaser  or  purchasers  any
Shares  unless  and  until,  simultaneously  with such  sale,  the  transferring
Stockholder  shall  purchase such shares or other  securities  from such Selling
Stockholder for the same  consideration  and on the same terms and conditions as
the proposed transfer described in the Transfer Notice.

            (E) Each Selling Stockholder participating in a Transfer pursuant to
this  Section  1.3 shall pay its pro rata  share  (based on the total  number of
shares to be sold) of the  expenses  incurred in  connection  with such sale and
shall be  obligated  to join on a pro rata basis  (based on the total  number of
shares  to be  sold)  in any  indemnification  or  other  obligations  that  the
transferring  Stockholder  originating  the sale agrees to provide in connection
with such sale (other than any such  obligations  that relate  specifically to a
particular  transferring  Stockholder  such as  indemnification  with respect to
representations and warranties given by the transferring  Stockholder  regarding
the transferring Stockholder's title to and ownership of the shares being sold),
provided,  however,  that  the no  Selling  Stockholder  shall be  obligated  in
connection  with such sale to agree to indemnify or hold harmless the purchasers
with  respect  to an  amount in  excess  of the net cash  proceeds  paid to such
Selling Stockholder in connection with such sale.



      2.4 [RESERVED]

      2.5  Non-Exercise of Rights.  To the extent that the Company and the other
Stockholders  have not  exercised  their rights to purchase  the Offered  Shares
within the time periods  specified in Section 1.2 and the Investor  Stockholders
have not exercised their rights to participate in the sale of the Offered Shares
or the Remaining  Shares  within the time periods  specified in Section 1.3, the
transferring  Stockholder  shall have a period of forty-five  (45) days from the
expiration  of such rights in which to sell the Offered  Shares or the Remaining
Shares,  as the case may be, upon terms and  conditions  (including the purchase
price) no more  favorable  than those  specified in the  Transfer  Notice to the
third-party  transferee(s)  identified  therein.  The third-party  transferee(s)
before  acquiring  such shares  must  execute a written  instrument  in form and
substance satisfactory to the Company, agreeing to be bound by the terms of this
Agreement,  including  the rights of first  refusal,  co-sale  and other  rights
described  in this  Section  4, as  applicable.  In the event  the  transferring
Stockholder  does not  consummate  the sale or disposition of such shares within
the forty-five  (45) day period from the  expiration of these rights,  the first
refusal  rights and co-sale  rights  provided in the foregoing  sections of this
Section 1 shall continue to be applicable to any  subsequent  disposition of the
Offered  Shares or the Remaining  Shares,  as the case may be, by the transferor
until  such  rights  lapse  in  accordance  with the  terms  of this  Agreement.
Furthermore,  the  exercise or non exercise of the rights of the Company and the
Stockholders  under this  Section 4 to purchase  Shares from the  transferor  or
participate  in sales of Shares by the  transferor  shall not  adversely  affect
their  rights to make  subsequent  purchases  from the  transferor  of Shares or
subsequently  participate  in sales of Shares by the  transferor  as provided in
this Section 1.

      2.6 Limitations to Rights of Refusal and Co-Sale.

            (A)  Notwithstanding  the  provisions of Sections 1.1 through 1.3 of
this Agreement, each Stockholder may sell, transfer or otherwise assign, with or
without  consideration,  Shares to:  any spouse or member of such  Stockholder's
immediate  family, or to a custodian,  trustee  (including a trustee of a voting
trust), executor, or other fiduciary for the account of the Stockholder's spouse
or  members  of the  Stockholder's  immediate  family,  or to a  trust  for  the
Stockholder's own self, or a charitable remainder trust, or to an entity that is
controlled  by the  Stockholder  and one or more  members  of the  Stockholder's
immediate family; provided, each such transferee or assignee referred to in this
Section  1.6(a),  prior to the completion of such sale,  transfer or assignment,
shall  have  executed  documents  assuming  the  obligations  of a  transferring
Stockholder under this Agreement with respect to the transferred securities.

            (B)  Notwithstanding  the provisions of Sections 1.1 and 1.5 of this
Agreement,  each Investor  Stockholder may sell,  transfer or otherwise  assign,
with or without  consideration,  Shares to: its  partners or former  partners in
accordance with their  partnership  interests if such Investor  Stockholder is a
partnership;  or to its  members  or former  members  in  accordance  with their
membership  interests  if  such  Investor  Stockholder  is a  limited  liability
company;  or to  its  shareholders  or  former  shareholders  if  such  Investor
Stockholder  is a  corporation;  or to  family  members  or a trust  or  limited
partnership  for the benefit of an individual  or family member  thereof if such
Investor Stockholder is an individual; or to any subsidiary of affiliate of such
Investor Stockholder;  provided,  further, that each such transferee or assignee
referred  to in this  Section  1.6(b),  prior to the  completion  of such  sale,
transfer or assignment,  shall have executed  documents assuming the obligations
of the Investor Stockholder under this Agreement with respect to the transferred
securities.



      2.7 Prohibited Transfers.

            (A) In the event a transferring  Stockholder  should sell any Shares
in  contravention  of the  co-sale  rights of the  Investor  Stockholders  under
Section 1.3 (a "Prohibited  Transfer"),  the other Stockholders,  in addition to
such other  remedies as may be available at law, in equity or  hereunder,  shall
have the put option  provided below,  and such transferor  shall be bound by the
applicable provisions of such option.

            (B) In the event of a Prohibited Transfer, each Investor Stockholder
shall have the right to sell to the  transferor the type and number of shares of
Shares equal to the number of shares each Investor  Stockholder  would have been
entitled to transfer to the third-party  transferee(s)  under Section 1.3 hereof
had the Prohibited Transfer been effected pursuant to and in compliance with the
terms hereof. Such sale shall be made on the following terms and conditions:

                  (I) The price per share at which the  Shares are to be sold to
the  transferor  shall be equal to the price per share  paid by the  third-party
transferee(s) to the transferor in the Prohibited Transfer. The transferor shall
also  reimburse  each  Investor  Stockholder  for any and all fees and expenses,
including  legal fees and  expenses,  incurred  pursuant to the  exercise or the
attempted exercise of the Investor  Stockholder's rights under Section 4 of this
Agreement.

                  (II)  Within  sixty  (60) days after the later of the dates on
which the Investor Stockholder (A) received notice of the Prohibited Transfer or
(B) otherwise become aware of the Prohibited Transfer, each Investor Stockholder
shall,  if exercising the option created  hereby,  deliver to the transferor the
certificate or certificates  representing Shares to be sold, each certificate to
be properly endorsed for transfer.

                  (III) The transferor shall, upon receipt of the certificate or
certificates for the Shares to be sold by an Investor  Stockholder,  pursuant to
this Section 1.7, pay the aggregate  purchase  price  therefor and the amount of
reimbursable fees and expenses, as specified in subparagraph  1.7(b)(i), in cash
or by other means acceptable to the Investor Stockholder.

            (C) Notwithstanding  the foregoing,  any attempt by a Stockholder to
transfer Shares in violation of Sections 1.2 through 1.6 hereof,  as applicable,
shall be void and the Company agrees it will not effect such a transfer nor will
it treat any alleged transferee(s) as the holder of such shares.



      2.8 Unlocking Provisions.

            (A) If the  Company  shall  receive a bona fide  offer  from a third
party to purchase all or substantially all of the issued and outstanding capital
stock of the Company or all or  substantially  all of the assets of the Company,
whether by merger,  share exchange,  purchase or otherwise (a "Company  Offer"),
the Company  promptly shall provide written notice thereof to the  Stockholders.
In the event the Board of Directors of the Company determines not to accept such
Company Offer by majority vote within ninety (90) days after its receipt, or the
stockholders  of the  Company  (or  any  class  if a  class  vote  is  required)
thereafter  determine  not to accept such Company Offer whether by majority vote
at the  stockholders'  meeting  called for such  purpose  or by written  consent
within  ninety (90) days  thereafter  or  otherwise,  then,  upon receipt by the
Company of the written  consent of the holders more than fifty  percent (50%) of
the shares of Common Stock then held by the Investor  Stockholders,  each of the
Investor  Stockholders  shall have the right and option,  by written  consent or
agreement of such Investor  Stockholder  delivered to the Company,  to cause the
Company to purchase all of the then  outstanding  shares of Common Stock held by
such  Investor  Stockholder  upon the same terms and  conditions  as the Company
Offer. Thereafter,  within sixty (60) days of the date specified in such written
consent  or  agreement,  the  Company  shall  either  (i)  purchase  all of such
outstanding  shares of Common Stock upon the terms and conditions of the Company
Offer or (ii) accept the  Company  Offer.  If the Company  cannot for any reason
purchase all of such outstanding  shares of Common Stock under clause (i) of the
immediately preceding sentence, then it shall accept the Company Offer (provided
that the parties  hereto  understand  that any  stockholders  of the Company not
parties to this Agreement are not bound by this Agreement). If the Company Offer
is not consummated for any reason, then the provisions of this Section 1.8 shall
similarly apply to each successive Company Offer.

            If the consideration, terms or other conditions of the Company Offer
are not all cash or are such that the  Company  may not  reasonably  furnish the
same  consideration,  terms or  conditions,  then the Company may  purchase  the
shares  of Common  Stock  held by the  Investor  Stockholders  for a  reasonable
equivalent  in  cash  and  upon  such  other  reasonably  equivalent  terms  and
conditions.  If the parties cannot agree within thirty (30) days on a reasonable
equivalent  in cash and other terms and  conditions,  an  independent  appraiser
reasonably  acceptable  to the  Stockholders  shall be designated by the Company
within ten (10) business days after notice is given by either the Company or the
Investor  Stockholders  that such  thirty  (30) day  period  has  expired.  Such
independent  appraiser  shall  promptly  determine  the  value  in  cash of such
consideration and other terms and conditions and such appraiser's  determination
shall be final and  binding.  The fees and expenses of such  appraiser  shall be
borne by the Company.

            (B) At any time and from time to time after __________,  200__, upon
receipt by the  Company  from the  holder or holders of more than fifty  percent
(50%) of the  outstanding  shares of  Common  Stock  then  held by the  Investor
Stockholders of a written demand therefor,  the Company shall conduct an auction
for the sale of or otherwise sell the Company (whether by merger, sale of all or
substantially all of the assets of the Company or otherwise). Such auction shall
be conducted in a commercially  reasonable manner in order to attain the highest
price per share for holders of the  Company's  capital  stock in such sale.  The
Company  shall  use its best  efforts  to  consummate  such  sale on  terms  and
conditions reasonably satisfactory to the Investor Stockholders.  Nothing herein
shall  be  construed  so as to limit  the  ability  of any of the then  existing
Investor  Stockholders of the Company or their affiliates from being entitled to
participate in the auction as a purchaser.



                                   ARTICLE II
                              ELECTION OF DIRECTORS

      2.1 Each  Stockholder  agrees to vote all of such person's Shares and take
all other actions  reasonably  necessary to ensure that two (2) directors of the
Company are the  designees of Matrix (the "Matrix  Directors")  and that two (2)
directors of the Company are the  designees  of the  DermaPlus  (the  "DermaPlus
Directors").  The fifth director shall be chosen by the elected  directors until
such  time as the  Matrix  and  DermaPlus  (and its  permitted  transferee)  own
collectively less than 50% of the issued and outstanding  shares of common stock
entitled to vote for  directors.  Upon the  occurance  of this event the parties
hereto shall be free to vote for any  candidate for Director  without  regard to
the nominating party.

      2.2 The Company will pay the reasonable  expenses  incurred by each of the
directors  in  attending  meetings  of the board or of  committees  thereof,  in
connection  with attending such  meetings.  So long as any directors  designated
pursuant to this Section 2 serves as a director of the Company and for three (3)
years thereafter,  the Company shall maintain directors' and officers' liability
insurance coverage in amounts appropriate for a company of this size and nature,
provided  however that the Board of Directors  may waive this  provision for any
period by unanimous vote. The Company's Certificate and Bylaws shall provide for
indemnification  and exculpation of directors to the fullest extent permitted by
applicable law.

      2.3 The  provisions of this Section 2 shall be binding upon,  and inure to
the benefit of, the  successors  in interest of the  Stockholders  to any of the
shares  of  Common  Stock  held  by  the  Stockholders  and  references  to  the
"Stockholders"  herein  shall  be  deemed  to also  refer  to  their  respective
successors in interest.  The Company shall not permit the transfer of any shares
of Common Stock on its books or issue a new certificate  representing any shares
of Common  Stock  unless  and until the  person to whom such  security  is to be
transferred  shall have  executed an agreement or  instrument  pursuant to which
such  person  agrees to be bound by all the  provisions  of this  Section  2, in
addition to any other  requirements  contained in this Agreement.  The shares of
Common  Stock shall an  appropriate  legend to reflect  these  restrictions,  in
addition to any other legends required hereunder or by other applicable law.

Agreed to and executed as of the date first above written.

Matrix Design, Inc.                          DermaPlus Investors LLC



By:                                          By:
   ---------------------------------            --------------------------------
         Its President                              Its Manager