Baywood International Inc. enters into Letter of Intent to merge with Biosphere Technologies Inc.

SCOTTSDALE, Ariz.--(BUSINESS WIRE)--May 31, 1995--Baywood International Inc. of Scottsdale (OTC BB:BYWD) Wednesday announced that it has entered into a Letter of Intent to merge with Biosphere Technologies Inc., a Nevada-based, privately held Biotechnology corporation, under the control of Dr. Jackie R. See.

The Letter of Intent memorializes the intent of both companies to further negotiations that will merge the companies into one entity with Baywood being the survivor of the merger owning all rights to Biosphere's products. These products include but are not limited to: the cholesterol reduction product commonly known as Count Down 200(tm) or LDL TAB(tm), as well as several other state of the art liposomal skin care products including PSORI CLEAR(tm), a treatment for Psoriasis.

These products were developed and formulated after seven years of research and development by the Harvard educated and world renowned cardiovascular physician Dr. Jackie R. See. Two separate clinical trials have proven that the cholesterol reduction products composed of the patented Beta-Sitosterol and pectin complex dramatically decreased the serum cholesterol levels in the blood of those tested. The study documented an average reduction in LDL cholesterol from 223 to 157 with much greater declines in some cases. The product combines two naturally occurring food substances: beta-sitosterol and pectin. The combination of these ingredients reduces cholesterol and fat absorption by the digestive organs in the human body. The product is not toxic, has no known side effects and naturally reduces cholesterol by reducing the absorption of fat in the digestive tract. The product also inhibits dietary fat absorption and resulted in a 7% weight reduction after only two months of use in most cases. Most of the existing cholesterol reduction products on the market today are not sold over the counter, are accompanied by unwanted side effects, and can be very costly to use for extended periods of time. The existing products have total sales in excess of $2.5 billion. The potential market is probably $4-5 billion over the next several years. Baywood's product is all natural, and has no known side effects. The product is inexpensively priced, and is currently being marketed World Wide.

PSORI CLEAR(tm), contains small liposomes, smaller than most germs and is made by a patented process. These little packages take the active agent in PSORI CLEAR(tm), directly into the dermis and make your scaly itchy patches of psoriasis go away in a matter of weeks, sometimes days. PSORI CLEAR(tm), is the only product on the market which delivers prostaglandin in the liposomes, to the dermis. This agent is the active end-product that aspirin effects, that makes cortisone (or steroids) work, and is one of the major causes of healing for injuries and/or inflammation. No other product treats psoriasis as effectively, since they don't get to the source of the problem which is the inflammation of the dermis, they only wet the scaly top layer temporarily. The existing world wide market for psoriasis treatment products, is several billion dollars per year. Baywood anticipates to capture a substantial share of that market over the next several years with the introduction of PSORI CLEAR(tm) internationally this year while pending FDA approval for distribution in the U.S. No terms of the merger were disclosed.

Baywood International Inc. develops, manufactures, private labels, markets and licenses proprietary, cholesterol reduction, skin care, dietary, sports nutrition, fragrance, animal health and water purification products, internationally.

CONTACT: Thomas E. Waite & Associates Inc., Lake Mary, Fla.

Thomas E. Waite, 407/324-1606