AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This document reflects an amendment to that Agreement and Plan of Reorganization (hereinafter the "Agreement") entered into effective as of August 6, 2004, by and among Mobile Design Concepts Inc.,...

                   AMENDMENT TO AGREEMENT
                 AND PLAN OF REORGANIZATION

     This  document reflects an amendment to that  Agreement
and  Plan  of  Reorganization (hereinafter the  "Agreement")
entered  into effective as of August 6, 2004, by  and  among
Mobile Design Concepts Inc., Xxxx Xxxxx, Bioaccelerate, Inc.
and the shareholders of Bioaccelerate.

      All  defined  terms  in  the  Agreement  retain  their
designated meaning when used in this Amendment.

      This  Amendment is agreed to as of this  31st  day  of
August, 2004.

     The Agreement is hereby amended to provide that instead
of  issuing  32,000,000 shares of MODS common stock  to  the
Bioaccelerate  Shareholders,  MODS  shall  issue  32,325,000
shares.

      No  other provisions of the Agreement are affected  by
this amendment extent to the extent necessary to effectuate,
the change set forth above.

                 Mobile Design Concepts, Inc.

                 By:_____________________________
                     Xxxx Xxxxx, President


                    _____________________________
                     Xxxx Xxxxx, Individually

                 Bioaccelerate, Inc.

                 By:_____________________________
                     Xxx Xxxx, President










C:\TGK\AmentoAgreementPlanofReorgBIOACCELERATE.doc