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                                                                   Exhibit 10.55

                         DOUGLAS PHARMACEUTICALS LIMITED

                     DEVELOPMENT AND DISTRIBUTION AGREEMENT
                  Distribution of Senetek's Product by Douglas

PARTIES

DOUGLAS PHARMACEUTICALS LIMITED ("DOUGLAS")

SENETEK PLC ("SENETEK")

          Senetek and Douglas have agreed that together they will develop the
          market in New Zealand for the Product and that Douglas shall have the
          exclusive right to distribute the Product in New Zealand with the
          right of first offer to distribute the Product in Australia in
          accordance with the terms set out in this agreement (including the
          attached Terms and Conditions).

          Senetek have agreed to pay Douglas for its assistance to develop
          packaging of the Product which packaging shall be used by Senetek
          worldwide.

          The parties agree to be bound by the terms of this agreement
          (including the attached Terms and Conditions).

SENETEK

POSTAL ADDRESS             620 Airpark Road, Napa, CA 94558

STREET ADDRESS             620 Airpark Road, Napa, CA 94558

TELEPHONE NO               1 707226 3900          FACSIMILE NO 1 707259 6238

CONTACT PERSON             Andreas Tobler

DOUGLAS

POSTAL ADDRESS             PO Box 45027, Auckland 8

STREET ADDRESS             Central Park Drive, Lincoln, Auckland

TELEPHONE NO               00649 835 0660         FACSIMILE NO 00649 835 0665

CONTACT PERSON             Michael Sierrnans

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                     DEVELOPMENT AND DISTRIBUTION AGREEMENT

        PRODUCT                                                  TRADE MARKS

Invicorp 2 (1)                                           InvicorpTM

(1) consisting of:

       a. one ampoule of Invicorp 2
       b. one syringe
       c. one 21g needle
       d. one 30g needle

       (a) to (d) together also called a "Unit of Product".

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Confidential Treatment Requested
--------------------------------

COMMENCEMENT DATE                  12 November 2002
                                   ("Commencement Date")

TERRITORY                          New Zealand
                                   together with any other countries or regions
                                   that the parties may agree shall be included
                                   in the territory from time to time by
                                   agreement in writing ("Territory")

TERMS OF DELIVERY                  The Units of Product shall be airfreighted
                                   CIP under Cold Chain conditions and delivered
                                   to the address specified by Douglas

                                   (CIP as that term is defined in the Incoterms
                                   published by the International Chamber of
                                   Commerce, as amended from time to time).

TERM OF APPOINTMENT                Three years
                                   ("Term")

RENEWAL TERMS                      Upon the expiry of the Term, this agreement
                                   shall automatically be renewed for further
                                   consecutive periods of two years, subject to
                                   either party giving notice in writing at
                                   least six (6) months prior to the expiry of
                                   the relevant Term that it does not wish to
                                   renew the agreement.

PRICE AND PAYMENT TERMS            (I) Senetek shall pay to Douglas no more than
                                   [***] 11- II for services to be provided by
                                   Douglas in assisting Senetek to develop
                                   Product packaging to be used by Senetek in
                                   the sale and distribution of the Product
                                   worldwide.

                                   The payment by Senetek shall be made within
                                   30 days of the invoice date in accordance
                                   with the following timetable:

                                   (a) [***] to be paid on the Commencement
                                       Date;

                                   (b) [***] to be paid on the first commercial
                                       sale of the Product within the Territory;


                                   (c) The balance to be charged as incurred by
                                       Douglas at cost.

                    (2)            Douglas shall pay to Senetek [***] of the
                                   total Net Selling Price received by Douglas
                                   for the Net Sales of the Product within the
                                   Territory.

          *** Confidential portions of this materials have been omitted
        and filed separately with the Securities and Exchange Commission


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                                   Douglas shall pay Senetek within 30 days of
                                   the end of each calendar quarter in respect
                                   of sales of Product during that previous
                                   calendar quarter. A statement setting forth
                                   in reasonable detail the basis for the
                                   calculation of the amount owing to Senetek
                                   for the relevant calendar quarter shall
                                   accompany each payment.

EXECUTION
DOUGLAS PHARMACEUTICALS                      SENETEK PLC
LIMITED                                      by:
by:


--------------------------------             --------------------------------
Signature                                    Signature


--------------------------------             --------------------------------
Name (G. Douglas)                            Name  (Andreas Tobler)

--------------------------------             --------------------------------
Position (Managing Director)                 Position (COO & MD Europe)

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Confidential Treatment Requested
--------------------------------

                              TERMS AND CONDITIONS

1.  INTERPRETATION

1.1       In these Terms and Conditions:

          "Net Sales" means the actual bona fide third party sales of the
          Product made by Douglas as per invoices covering the sales less all
          rebates, returns, trade and cash discounts and all taxes.

          "Net Selling Price" means the sales price established by Senetek for
          each Unit of Product, which price shall be at least [***] higher than
          the price for which Pharmacia's Caverject product is sold in the
          Territory.

          "Product" means the Product described at the front of this agreement,
          together with any additional Product which Douglas agrees to
          distribute pursuant to clause 5.3.

          "Trade Marks" means the trade marks described at the front of this
          agreement (as amended from time to time as a consequence of any new
          Product being added to the list of Products pursuant to clause 5.3)
          and/or such other trade marks used by Senetek during the Term in
          connection with the Product.

          All other capitalised terms shall have the meaning given to them at
          the front of this agreement.

1.2       Interpretation: In this agreement, unless the context otherwise
          requires:

          (a)  the singular includes the plural and vice versa;

          (b)  references to clauses and schedules are references to clauses and
               schedules in this agreement;

          (c)  section and clause headings have been inserted for convenience
               only and shall not affect the interpretation of this agreement;
               and

          (d)  references to any statute shall include any modification or
               re-enactment of the statute and all legislation, orders and
               regulations issued under that statute or passed or made in
               substitution for the same.

          *** Confidential portions of this materials have been omitted
        and filed separately with the Securities and Exchange Commission


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2.  TERM OF APPOINTMENT

2.1       Term of appointment: This agreement shall commence on the Commencement
          Date and shall continue for the Term specified at the front of this
          agreement (unless sooner terminated under section 16).

2.2       Renewal: Any rights of renewal shall be as specified at the front of
          this agreement, subject to there being no prior breach of this
          agreement and the parties having complied with their respective
          obligations under this agreement.

3.  DOUGLAS' OBLIGATIONS

3.1       Douglas' obligations: Douglas shall at all times during the Term use
          its reasonable efforts to fully develop and exploit the potential
          market for the Product and to distribute, sell and promote, the
          Product in its original form under the Trade Marks. In particular,
          Douglas shall:

          (a)  provide all of its sales representatives with ongoing training
               and support (or arrange for the provision of the same by a
               suitably qualified person) to assist them in promoting the
               Product;

          (b)  store sufficient stock of the Product under conditions that
               prevent deterioration (whether due to temperature, humidity, dust
               or other environmental factors) before the specified expiry date;

          (c)  allow Senetek to visit any premises at which Douglas stores
               and/or packages Product during business hours for inspection
               purposes, provided that Senetek shall be required to give
               reasonable notice of any such proposed inspection visit;

          (d)  notify Senetek of any known or suspected infringement of Senetek'
               rights in the Product in accordance with section 13;

          (e)  use its reasonable efforts to gain government cost reimbursement
               for the Product;

          (f)  market the Autoject 2 auto injector in combination with the
               Product if Senetek so requires.

          In addition to the above obligations, Douglas shall assist Senetek to
          develop packaging and labelling for the Product to be used by Senetek.

3.2       Trade Marks: Douglas must conform to all reasonable requirements of
          Senetek in relation to the use of the Trade Marks on the Product and
          packaging and in all advertising.

3.3       No alterations: Douglas shall not, without Senetek's prior written
          consent, alter, or add to, or apply or attach anything to, the Product
          or their packaging or labelling.

3.4       Compliance with laws: Douglas must observe and comply with all
          statutes, regulations, by-laws, requirements and directions of any
          national or local authority in the Territory having jurisdiction in

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          relation to the promotion and distribution of the Product and the
          performance of any of its obligations under this agreement.

3.5       Promotional activities: Douglas shall apply at least the same
          marketing and promotional activities, expenditures and sales force in
          the Territory as are customary for the sale of like products. Douglas
          shall, in cooperation with Senetek and with Senetek's approval,
          develop promotional documentation, brochures and other materials
          relating to the Product in sufficient quantities to enable Douglas to
          fully promote the Product in the Territory. Senetek shall have the
          right to use the promotional documentation, brochures and other
          materials relating to the Product for promotional activities in other
          countries. The cost of such promotional documentation, brochures and
          other materials shall be borne by Douglas.

3.6       Audits: Douglas shall at the request of Senetek allow independent
          auditors reasonable access to the data necessary to audit the
          calculation of the total Net Selling Price and Net Sales in any
          calendar year. Any such audit shall be commenced by the designated
          auditors no later than three months following the end of the relevant
          calendar year and not more than one audit shall be conducted during
          any calendar year. Senetek shall pay the costs of such independent
          audit unless the audit finds that Douglas' calculation of total Net
          Selling Price and Net Sales in any calendar year was understated by
          more than 5% from the calculations arrived at by the audit.

4.  OBLIGATIONS OF SENETEK

4.1       Information: Senetek shall provide Douglas with all technical and
          marketing information and assistance as Douglas may from time to time
          consider necessary to enable Douglas to perform its obligations under,
          and obtain the full benefit of, this agreement including, without
          limitation, information regarding new developments of the Product.

4.2       Sufficient stocks: Senetek shall ensure that Douglas has access at all
          times to sufficient stocks of each of the Product to enable Douglas to
          meet its obligations under, and obtain the full benefit of, this
          agreement.

4.3       Promotional activities: Senetek shall supply Douglas and its employees
          with an agreed number of samples of the Product. The parties have
          agreed that Douglas shall provide with each two Units of Product sold
          one free Unit of Product.

5.  PRODUCT

5.1       Bulk packaging: Senetek shall ship the Product in bulk pursuant to the
          terms of delivery set forth at the front of this agreement. Douglas
          shall package and label the Product in the Territory free of charge,
          provided that Douglas shall:

          (a)  submit to Senetek in advance for its approval (such approval not
               to be unreasonably withheld) all packaging and labelling used in
               the repackaging; and

          (b)  provide Senetek with samples of packaged and labelled Product on
               request.

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          (c)  The Product shall carry Senetek's name with fine print stating
               "distributed by Douglas" on the packaging.

5.2       Cost of packaging: Senetek shall pay cost price for all packaging and
          labelling materials used by Douglas to package the Product. Douglas
          shall provide, if requested by Senetek copies of all invoices for such
          materials.

5.3       First right of offer: During the Term hereof, Douglas shall have the
          right of first offer to obtain the right to sell any additional
          product in the Territory (whether or not similar to the Product).
          Douglas shall have sixty (60) days from the date that Senetek notifies
          Douglas that such additional product is to become available for sale
          in the Territory to deliver an offer to Senetek setting forth in
          reasonable detail the terms upon which Douglas would purchase, market
          and sell such product. If Senetek elects not to accept Douglas' offer
          (or if no offer is made within such period), Senetek shall be free to
          grant such rights to others on terms no better to such other party
          than those last offered by Douglas (or if Senetek has made a counter
          offer, on terms no better to such other party than those offered by
          Senetek to Douglas), or to exercise such rights itself, or any
          combination thereof, all in Senetek's sole and absolute discretion.

5.4       Extension of Territory to Australia: Upon registration of the Product
          in Australia Senetek shall give Douglas the option to extend its
          exclusive distribution rights for the Product to Australia. Douglas
          shall notify Senetek in writing within thirty (30) days from the date
          that Senetek notifies Douglas that the Product has been approved in
          Australia whether it wishes to extend the Territory to include
          Australia. If Douglas does wish to extend the Territory to include
          Australia the parties will in good faith negotiate any additional
          terms to this agreement to cover distribution of the Product by
          Douglas in Australia. If Douglas advises Senetek that it does not wish
          to distribute the Product in Australia or does not respond within the
          time period set out in this clause, Senetek shall be free to grant
          distribution rights in Australia to such other party as it determines.

5.5       Confidentiality: In the event that Senetek offers any additional
          product for sale in the Territory and Douglas does not accept such
          offer pursuant to clause 5.3, Douglas shall:

          (a)  maintain confidentiality in respect of any information and
               documentation provided to it by Senetek in respect of the
               product, and any associated trade marks and patents, on the terms
               set out in section 16; and

          (b)  promptly return to Senetek all documentation provided to Douglas
               in respect of the product.

5.6       Process for implementing changes: Where the parties agree that any
          additional product shall be added to this agreement, the parties shall
          prepare an amended list of Products (incorporating any additional
          trade marks used in connection with such additional product and the
          price for such product), which shall be deemed to be incorporated into
          this agreement, in substitution for the former list, once it has been
          signed by both parties. The parties shall then be bound from that time
          by the terms of this agreement in respect of the amended list of
          Products from the date of signing (except where the parties have
          specifically agreed in writing that such amendments shall take effect
          from a different date).

6.  REGISTRATION AND DOCUMENTATION

6.1       Documents to be obtained by Senetek: Senetek must, at its sole cost,
          obtain all necessary export

<PAGE>

          licenses and other documents and permits required to export the
          Product to Douglas for sale in the Territory.

6.2       Documents to be obtained by Douglas: Douglas must, at its sole cost,
          obtain all necessary import licenses and other documents and permits
          required to import the Product into the Territory.

6.3       Registration: Senetek shall register the Product with the appropriate
          authorities within the Territory, all such Product registrations to be
          at the cost of Senetek and (subject to clause 6.4) to be in the name
          of Senetek. In such circumstances:

          (a)  Douglas shall provide Senetek and any regulatory authorities
               directly involved in the registration of the Product with such
               reasonable assistance and information as is necessary to enable
               Senetek to obtain and maintain registration of the Product;

          (b)  Senetek agrees to reimburse Douglas for all reasonable expenses
               incurred by Douglas in providing such assistance and information;
               and

          (c)  Senetek shall provide Douglas with copies of any registration
               certificates or other evidence received upon registration of any
               of the Product, as well as any other information and
               documentation relating to the registration of the Product which
               Douglas may request from time to time.

6.4       Registration in name of Douglas: Where Senetek is not permitted
          pursuant to the relevant laws and regulations to register the Product
          in its own name, Douglas shall, with the prior written approval of and
          in cooperation with Senetek, carry out such Product registrations on
          behalf of Senetek, provided that:

          (a)  Douglas shall be entitled to reimbursement from Senetek in
               respect of any costs incurred pursuant to this clause 6.4; and

          (b)  Except for liability, claims and loss, damage, costs and expenses
               caused by the negligence of Douglas or any breach by Douglas of
               the terms of this Agreement (for which Douglas shall indemnify
               Senetek as provided in this clause (b>>, Senetek agrees to
               indemnify Douglas in respect of all liability, claims and loss,
               damage, costs and expenses (whether direct or indirect, and
               including all reasonable legal, accounting and other professional
               fees) awarded against, suffered or incurred by Douglas arising
               out of or in connection with the performance of its obligations
               under this clause 6.4.

7.  TERRITORY

7.1       Sale only to Douglas: Senetek must not sell or supply the Product in
          the Territory to any person other than Douglas and shall use all
          reasonable endeavours to prevent any unauthorised shipment of the
          Product in the Territory.

7.2       Sales outside Territory: Douglas shall not sell or permit the sale or
          delivery of the Product outside the Territory without the prior
          written consent of Senetek.

<PAGE>

Confidential Treatment Requested
--------------------------------

7.3       Referral of enquiries by Senetek: Senetek must refer to Douglas all
          enquiries which it receives from persons residing inside or outside
          the Territory relating to the purchase, use or resale of the Product
          in the Territory.

7.4       Referral of enquiries by Douglas: Douglas must not solicit orders
          outside of the Territory, and shall refer to Senetek all enquiries
          which it receives from persons residing inside or outside the
          Territory, relating to the purchase, use or resale of the Product
          outside the Territory.

8.  PLACEMENT OF ORDERS

8.1       Orders: Douglas shall order Product directly from Senetek by
          facsimile, confirmed in writing by mail. Douglas shall accompany each
          order with rolling twelve (12) months Product forecasts to be updated
          quarterly and delivered to Senetek at least thirty (30) days in
          advance of the period forecasted.

8.2       Minimum Sales Requirement: During the first year of the Term,
          Douglas shall sell [***]. For subsequent years Senetek and Douglas
          shall agree on the Minimum Sales Requirement based on the prior year's
          actual Net Sales, provided, however, that if the parties shall fail to
          agree on the Minimum Sales Requirement for any year after the first
          year by March 31 of such year, the Minimum Sales Requirement for such
          year shall be the prior year's Minimum Sales Requirement [***].
          Senetek may terminate this agreement in accordance with clause 16.3
          (b) if during any year of the Term Douglas fails to achieve the
          Minimum Sales Requirement with respect to such year.

8.3       Acceptance of orders: Senetek shall confirm acceptance of each order
          in writing within one week following receipt of the relevant order
          from Douglas.

8.4       Cancellation: Douglas may cancel an order at any time prior to
          acceptance by Senetek in accordance with clause 8.3.

9.  PAYMENT

9.1       Payment: Payment of all amounts under this agreement shall be made in
          accordance with the payment terms specified at the front of this
          agreement. All amounts are specified exclusive of any related taxes
          including any goods and services tax or other value added tax.

9.2       Withholdings: Douglas shall deliver to Senetek, as soon as is
          practicable after it has made any payment from which it is required by
          law to make any deduction, withholding or payment, a receipt, issued
          by the applicable taxing or other authorities evidencing the
          deduction, withholding or payment of all amounts required to be
          deducted, withheld or paid from such payment. If any such withholding
          or deduction is permitted to be recovered by Senetek, Douglas shall,
          at its expense, take all action necessary for Senetek to recover same.
          To the extent that any such withholding or deduction is not recovered
          by Senetek, Douglas shall pay the same to Senetek together within 90
          days of payment.

9.3       Set-off: Neither party shall set off against any payment due hereunder
          any amount claimed to be due from the other party, it being agreed
          that any disputes shall be resolved in the manner provided in section
          22.

10. DELIVERY

          *** Confidential portions of this materials have been omitted
        and filed separately with the Securities and Exchange Commission


<PAGE>

10.1      Terms of delivery: Delivery shall be made in accordance with the terms
          specified at the front of this agreement and any terms (including any
          delivery date) specified in the relevant order submitted by Douglas.
          Senetek shall inform Douglas promptly when the first Products are
          ready for shipping and all approvals in New Zealand for the new
          manufacturing site are granted. The date of the first delivery shall
          be agreed upon by both parties. Time is of the essence in respect of
          any agreed date of delivery.

10.2      Risk: Risk of any loss or damage of or to the Product shall pass to
          Douglas in accordance with the terms of delivery specified at the
          front of this agreement.

10.3      Title: Title to the Products shall remain with Senetek until such
          Products have been sold by Douglas to a third party in accordance with
          the terms of this agreement.

11. WARRANTIES

11.1      Warranties: Senetek warrants that the Product will:

          (a)  conform to the Certificate of Assay accompanying each delivery;

          (b)  be of merchantable quality;

          (c)  be fit for the purposes specified in writing by Senetek;

          (d)  comply with any samples provided by Senetek to Douglas from time
               to time;

          (e)  comply with all descriptions, specifications and any other
               information provided by Senetek to Douglas from time to time in
               respect of the Product (whether contained in Product brochures or
               literature or on any Product packaging or labelling or as
               otherwise provided to Douglas); and

          (f)  comply with the guarantees set out in the Consumer Guarantees Act
               1993, and any other statutes, regulations, by-laws, standards,
               requirements and directions of any national or local authority
               having jurisdiction in relation to the sale or use of the Product
               in the Territory including, without limitation, all requirements
               relating to the registration of the Product.

11.2      Breach of warranty: If any of the Products fail to comply with the
          warranties contained in clause 11.1 at the time of delivery to Douglas
          then, provided that Douglas notifies Senetek of such failure within 30
          days from, and inclusive of, the date of receipt of the Products, then
          Douglas may, in its sole discretion and without prejudice to its other
          rights and remedies, require that Senetek replace the relevant Product
          (with all freight and other associated costs to be borne by Senetek).

12. INDEMNITY AND INSURANCE

12.1      Indemnification of Senetek: Douglas shall defend, indemnify, and hold
          harmless Senetek, its officers, agents, employees and affiliated
          companies from any loss, claim, action, damage, expense or liability
          (including reasonable defence costs and attorneys' and other
          professionals' fees) (collectively, "Claims') arising out of or
          related to a breach or alleged breach of any representation, warranty
          or covenant made by Douglas herein or the negligence of Douglas in the
          handling, possession, packaging, marketing, sale or other use of the
          Product, except insofar as

<PAGE>

          such Claims are related to or arise from any claim for which Senetek
          indemnifies Douglas under clause 12.2.

12.2      Indemnification of Douglas: Senetek shall defend, indemnify, and hold
          harmless Douglas, its officers, agents, employees and affiliated
          companies from any Claims arising out of or related to a breach or
          alleged breach of any representation, warranty or covenant made by
          Senetek herein, or Senetek's or its contract manufacturers'
          manufacture or handling of the Product to the point of delivery to
          Douglas, except insofar as such Claims are related to or arise from
          any Claim for which Douglas indemnifies Senetek under clause 12.1.

12.3      Insurance: Each party shall maintain at its expense commercial general
          liability insurance in a principal amount of not less than the
          coverage generally maintained by companies of similar size in the
          industry, insuring, in each case those matters for which each party
          indemnifies the other party in accordance with clause 12.2.

13. INTELLECTUAL PROPERTY RIGHTS

13.1      Ownership: Douglas acknowledges and agrees that all right, title and
          interest in and to any patents, trade marks, designs, confidential
          information, trade secrets, get-up and other intellectual property
          relating to:

          (a)  the Product;

          (b)  the Trade Marks; and

          (c)  all information provided by or on behalf of Senetek to Douglas
               under this agreement; shall belong to and remain with Senetek as
               its absolute property.

13.2      Infringement: Douglas shall promptly bring to the knowledge of Senetek
          any infringement or threatened infringement of any of Senetek's
          intellectual property or any passing-off of the Product. Any legal
          proceedings issued by Senetek in respect of such infringement or
          threatened infringement shall be conducted at Senetek's sole
          discretion and expense. If Senetek fails to take action in relation to
          any such infringement and Douglas considers in its sole discretion
          that the infringement adversely impacts on Douglas' ability to fully
          obtain the benefit of this agreement, Douglas may terminate this
          agreement either in its entirety or insofar as it applies to those
          Product affected by such infringement.

13.3      Indemnity: Without limiting anything contained in clause 12.2, Senetek
          shall indemnify Douglas and hold it harmless from and against all
          liability, claims, loss, damage, costs and expenses (whether direct or
          indirect, and including all reasonable legal, accounting and other
          professional fees) awarded against, suffered or incurred by Douglas
          arising out of or in connection with any claim that the purchase,
          distribution, sale or use of the Product infringes the intellectual
          property rights of any third party ("third party claim").

13.4      Third party claim: In relation to any third party claim:

          (a)  if either party becomes aware of a third party claim, it shall
               immediately inform the other party;

<PAGE>

          (b)  Senetek shall at its own cost and expense, conduct and/or settle
               all negotiations and litigation resulting from such claim; and

          (c)  Douglas shall afford all reasonable assistance with such
               negotiations and litigation, provided that Senetek shall
               reimburse Douglas for its staff costs and all other expenses
               incurred in providing such assistance.

13.5      Remedies: If at any time Douglas is prevented from importing, holding
          or selling any Product as a result of any third party claim, Senetek
          must, if requested by Douglas:

          (a)  obtain on behalf of Douglas the right to continue importing,
               holding or selling that Product which is the subject of a third
               party claim; or

          (b)  at Senetek's expense, modify the Product, or any packaging of the
               Product, so that it becomes non-infringing;

          provided that, if Douglas is not satisfied that Senetek has complied
          with its obligations under this clause within a reasonable period,
          Douglas may, without prejudice to any of its other rights and
          remedies, terminate this agreement in its entirety or insofar as it
          applies to the Product affected by the third party claim.

14. REPORTING

14.1      Reporting: If requested by Senetek from time to time, Douglas shall
          provide to Senetek a report setting out details of the volume and
          value of Product distributed and other information as Senetek may
          reasonably request including, without limitation, a list of
          prospective customers and performance forecasts.

15. CONFIDENTIALITY

15.1      Confidentiality: Each party shall treat as confidential, and not use
          or disclose to any person, any information relating to the terms of
          this agreement, the Product, or the other party and its business
          (including any information concerning the financial position of either
          party and its business, sales and technical operations or any
          information concerning the customers or suppliers of either party),
          provided that neither Douglas nor Senetek shall have any obligation
          under this clause concerning any information which is in the public
          domain, or which subsequently enters the public domain, through no
          fault, act or omission of the relevant party.

16. TERMINATION

16.1      Termination by either party: If:

          (a)  either party fails to comply with any of the terms of this
               agreement and does not remedy such breach (if the same is capable
               of remedy) within 30 days of receipt of a written notice from the
               other party requiring remedy;

          (b)  either party enters into any composition or arrangement with its
               creditors;

          (c)  either party does anything which would make it liable to be put
               into liquidation;

<PAGE>

          (d)  a resolution is passed or an application is made for the
               liquidation of either party; or

          (e)  a receiver or statutory or official manager is appointed over all
               or any of either party's assets;

          the other party may, without prejudice to any of its other rights or
          remedies, terminate this agreement.

16.2      Termination by Douglas: If Senetek obtains control of any competitor
          of Douglas, Douglas may, without prejudice to any of its other rights
          or remedies, terminate this agreement by notice in writing to Senetek.

16.3      Termination by Senetek: Senetek may, without prejudice to any of its
          other rights or remedies, terminate this agreement by notice in
          writing to Douglas:

          a)   if Douglas distributes a product that directly competes with the
               Product of Senetek in the Territory; or

          b)   if Douglas does not comply with the Minimum Sales Requirements as
               set forth under clause 8.2

17. EFFECT OF TERMINATION

17.1      Product held by Senetek on termination: Douglas shall have the option
          for a period of six months following the expiry or termination of this
          agreement to:

          (a)  fulfill any existing orders for Product received by Douglas on or
               prior to the date of expiry or termination of this agreement by
               the sale of Product held by Douglas at the date of expiry or
               termination; and

          (b)  in the case of termination by Douglas under clause 16.1. or 16.2.
               request Senetek to buy back any or all of the Product held by
               Douglas. The price payable shall be the invoice price to Douglas
               (together with any freight, insurance and transport charges,
               taxes and duties incurred by Douglas in respect of such Product).

17.2      Consequences arising: Upon the expiry or termination of this agreement
          all the rights and obligations of the parties under this agreement
          shall cease immediately, provided that the expiry or termination of
          this agreement shall not operate so as to affect clause 6.4(b), clause
          15.1 or clause 17.1 or any other provision of this agreement which is
          intended to continue after such expiry or termination.

17.3      Obligations of Douglas on termination: Following the expiry or
          termination of this agreement and upon the earlier of:

          (a)  the expiry of the six month period referred to in clause 17.1; or

          (b)  the supply by Douglas of the remainder of any Product held by it
               to its customers or to Senetek in accordance with clause 17.1;

          Douglas shall deliver to Senetek or, alternatively, destroy (in
          accordance with directions provided to it by Senetek) any and all
          copies (whether in digital form or hard copy) of any materials held

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Confidential Treatment Requested
--------------------------------

          by it relating to the Product which have been provided to it by
          Senetek (other than any information or material which is in the public
          domain through no fault on the part of Douglas).

18. FORCE MAJEURE

18.1      Force majeure: Neither party shall be liable for any act, omission or
          failure to perform any obligation under this agreement if such act,
          omission or failure arises or continues from any cause beyond the
          control of that party, and the relevant party could not take
          reasonable measures to prevent such act, omission or failure.

19. ASSIGNMENT

19.1      No assignment: Neither party may assign any of its rights or
          obligations under this agreement without the prior written approval of
          the other party, such approval not to be unreasonably withheld.

19.2      Change in effective control: Any transfer in the capital of either
          party or any holding company of either party without the approval of
          the other party which results in a change in the effective ownership
          or control shall, for the purpose of clause 19.1, be deemed to be an
          assignment of the rights granted under this agreement.

20. RELATIONSHIP OF THE PARTIES

20.1      Independent contractor: Douglas' relationship with Senetek during the
          Term shall be that of an independent contractor. Neither party has the
          power to assume or create any obligation on behalf of the other party
          except as expressly provided in this agreement. Douglas and Senetek
          are not partners or joint venturers. All contracts and other
          obligations undertaken by either party shall be undertaken by that
          party on its own behalf and shall not involve any financial or other
          responsibility on the part of the other party.

21.       LIABILITY 21.1 Mitigation: Each of the parties must take reasonable
          steps to mitigate any claim for any damages. 21.2 Consequential
          damages: Neither party shall be liable to the other for any indirect
          or consequential loss or damages (whether in contract or in tort,
          including negligence), including loss or damages comprising, or
          resulting from, loss of business or loss of profit, however caused.

21.3      Limitation of liability of Douglas: Under no circumstances shall
          Douglas or any of its affiliated companies have any liability arising
          from this agreement in excess of the highest aggregate amount paid by
          Douglas pursuant to this agreement over the two calendar years
          preceding any claim (or, if a claim shall be raised prior to the end
          of the second calendar year of the term, in excess of [***] of the
          average annualised amount received by Senetek during the Term. Senetek
          acknowledges and agrees that, but for the limitation of liability set
          forth in this clause, Douglas would not have entered into this
          agreement upon the terms set forth herein and that such limitation is
          a material part of this agreement

21.4      Limitation of liability of Senetek: Under no circumstances shall
          Senetek or its affiliated companies have any liability arising from
          this agreement in excess of the highest aggregate amount received by
          Senetek pursuant to this agreement over the two calendar years
          preceding any claim (or, if a claim shall be raised prior to the end
          of the second calendar year of the term, in excess of [***] of the
          average annualized amount received by Senetek during the Term. Douglas

          *** Confidential portions of this materials have been omitted
        and filed separately with the Securities and Exchange Commission


<PAGE>

          acknowledges and agrees that, but for the limitation of liability set
          forth in this clause, Senetek would not have entered into this
          agreement upon the terms set forth herein and that such limitation is
          a material part of this agreement

22. DISPUTE RESOLUTION

22.1      Negotiation: The parties shall use their best endeavours to amicably
          resolve any dispute between them which may arise concerning the
          interpretation of this agreement or in relation to any matter arising
          under this agreement.

22.2      Mediation: If the parties cannot settle amicably and in good faith any
          dispute between them, either party may require such dispute to be
          referred to the mediation of a single mediator, or to more than one
          mediator if the parties so agree, to be appointed by the parties. The
          mediator shall conduct the mediation in accordance with the guidelines
          set by the parties.

22.3      Arbitration: If settlement is not reached within 60 days after
          commencing mediation, the dispute shall be settled by arbitration in
          accordance with the rules of conciliation and arbitration of the
          International Chamber of Commerce, and shall be held in the United
          Kingdom, with the official language of the procedure and arbitration
          to be the English language, and the award shall be final and binding
          upon the parties.

23. INTERNATIONAL SALE OF GOODS

23.1      Contracting out: The parties agree that the United Nations Convention
          on Contracts for the International Sale of Goods does not apply to the
          supply of any Product pursuant to this agreement.

24. NOTICES

24.1      Serving of notices: All notices required or authorised to be given or
          served under this agreement shall be in writing and may be given or
          served by personal service, prepaid registered mail or facsimile to
          the party at its address or facsimile number set out at the front of
          this agreement, or such other address or facsimile number as one party
          may have notified in writing to the other party.

25. GENERAL

25.1      Execution by counterparts and exchange by facsimile: This agreement
          may be executed by the parties in one or more counterparts. Such
          counterparts may be exchanged by facsimile (provided that each
          executed counterpart is transmitted in one complete transmission).
          Where there is an exchange of executed counterparts, each party shall
          be bound by the agreement notwithstanding that original copies of the
          agreement may not be exchanged immediately. The parties shall
          co-operate after execution of the agreement and exchange by facsimile
          to ensure that each party obtains an original executed copy of this
          agreement.

25.2      Governing law and jurisdiction: This agreement shall in all respects
          be deemed to be a contract made in England and the construction,
          validity and performance of such contract shall be governed by English
          law, and the parties shall submit to the non-exclusive jurisdiction of
          the courts of England.

25.3      Waiver: No delay, neglect or forbearance by either party in enforcing
          against the other any provision of this agreement will be a waiver, or
          in any way prejudice any right, of that party.

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25.4      Severability: If any clause or any part of any clause contained in
          this agreement is declared invalid or unenforceable, all other clauses
          or parts of clauses contained in this agreement will remain in full
          force and effect and will not be affected by invalidity for the term
          of this agreement, unless the commercial intentions of the parties are
          thereby frustrated.