<PAGE>

                                                                  Exhibit 10.56

                         
                           EXCLUSIVE DISTRIBUTION AGREEMENT
                               FOR EUROPEAN TERRITORY

     This Exclusive Distribution Agreement is entered into as of  December 1, 
1997 (the "Effective Date") between Pacific Pharmaceuticals, Inc., a Delaware 
corporation ("Pacific") and Steri-Oss Inc., a Delaware corporation 
("Distributor").

                                   R E C I T A L S

     A.   Pacific has developed and will manufacture, or will have 
manufactured for it, disposable test kits to assist dental practitioners with 
the diagnosis and monitoring of the treatment of periodontitis based on the  
identification of aspartate aminotransferase, marketed as the Periodontal 
Tissue Monitor (the "PTM Kits");
     
     B.   Distributor is engaged, among other things, in the distribution of 
dental implants and similar devices to dental professionals throughout the 
world; and
   
     C.   Pacific and Distributor desire to arrange for the purchase of PTM 
Kits by Distributor and certain other matters, upon the terms and subject to 
the conditions of this Agreement.
     
     D.   Pacific and Distributor have executed a five year renewable 
agreement dated August 12, 1997 for Distributor to exclusively market and 
sell PTM Kits in North America and other countries.
      
          IN CONSIDERATION of the covenants set forth below, and for other 
good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, Pacific and Distributor agree as follows:

     1.   APPOINTMENT AS EXCLUSIVE DISTRIBUTOR.  Pacific hereby grants to 
Distributor the exclusive right to market, distribute and sell the PTM Kits 
in the Territory (as that term is defined herein).  Except as may otherwise 
be permitted by this Agreement, during the term of this Agreement  Pacific 
shall not (i) appoint or engage any other distributor, agent or sales 
representative in the Territory with rights to sell or distribute the PTM 
Kits, or (ii) sell, distribute or otherwise deliver PTM Kits in the Territory 
or to customers in the Territory.  Pacific shall use its best efforts to 
prevent its distributors or sales agents outside the Territory from selling 
or distributing PTM Kits to customers in the Territory, directly or 
indirectly. Distributor shall not sell the PTM Kits to any person outside the 
Territory or to any person who Distributor has reason to believe plans to 
re-sell the PTM Kits outside the Territory.


                                       1
<PAGE>

     2.  TERRITORY; RIGHT OF FIRST REFUSAL. As used in this Agreement, the 
term "Territory" shall mean the countries in Europe, including the former 
Comecon countries. The Distributor understands and agrees that Pacific has 
entered into distribution arrangements with others for the distribution of 
the PTM Kits in Japan. In the event that distribution rights for Japan become 
available during the term of this Agreement, Pacific shall, within 30 days of 
the date on which such rights become available, offer such distribution 
rights to Distributor in writing on substantially the terms set forth in this 
Agreement. The offer shall be accompanied by sufficient information, if 
available, about sales Japan, including sales volume by quarter, average 
sales price, and customer and market information. Distributor shall have 20 
days from receipt of the notice to declare its intent to accept the offer; if 
Distributor does not accept the offer within that time period, then Pacific 
may offer the rights to others, provided such offer is on no more favorable 
terms than those rejected by Distributor.

     3.  MAINTENANCE OF EXCLUSIVITY. 

          3.1  MINIMUM QUANTITIES.  In order to maintain the exclusivity of 
the distribution rights granted herein, during each Contract Year (as that 
term is defined below) Distributor shall order and take delivery of the 
minimum quantities of PTM Kits set forth in the table below, except as 
provided in Section 5.2. The quantities set forth are based on ten tray kits, 
and will be adjusted accordingly to the extent five tray kits are ordered.

<TABLE>
<CAPTION>
          Contract Year       Minimum Quantity of PTM Kits
          -------------       ----------------------------
          <S>                 <C>
                1                         *
                2                         *
                3                         *
                4                         *
                5                         *
</TABLE>

          3.2  CALCULATION OF MINIMUM QUANTITIES.  In the event that 
Distributor does not order and take delivery of the minimum quantity during a 
Contract Year, Distributor may nevertheless maintain exclusivity if the PTM 
Kits ordered and delivered during any preceding Contract Year that exceeded 
the minimum for such Contract Year, when added to the PTM Kits ordered and 
delivered during the current year, exceed the minimum quantity for the 
current year. With respect to the first two Contract Years only, Distributor 
may satisfy the minimum quantity if the average quantity of PTM Kits ordered 
during the first two Contract Years exceeds the average minimum quantity 
required for such two Contract Years. In the event Distributor fails to order 
the minimum quantity during any Contract Year, after applying the foregoing 
principles,  this Agreement shall remain in full force and effect, but 
Distributor's rights hereunder shall become non-exclusive and Pacific shall 
have the right to appoint other distributors and sales agents for the sale of 
the PTM Kits, so long as the price and terms afforded such additional 
distributors or sales agents are no more favorable than the terms specified 
herein.

------------------------------
* This material has been omitted pursuant to a request for confidential
treatment.  The material has been filed with the Securities and Exchange
Commission.



                                       2
<PAGE>
           3.3  DEFINITION OF CONTRACT YEAR.  As used in this Section, the 
     term "Contract Year" shall mean the period of twelve months commencing 
     on the later to occur of (a) December 1, 1997, or (b) the first day of 
     the calendar month following the Launch Date in any country in Europe 
     (as that term is defined in Section 6.1 hereof), and each succeeding 
     twelve month period. If Distributor is unable to market the PTM Kits in 
     the European Territory for any reason beyond its control, then the 
     commencement of the first Contract Year shall be delayed until 
     Distributor is able to market the PTM Kits.
     
           3.4  DISTRIBUTION THROUGHOUT EUROPEAN TERRITORY.  Distributor 
     shall use its best efforts to appoint a sub-distributor and market the 
     PTM Kits in countries that it presently does not have a distribution 
     relationship for its other products.

     4.  REGULATORY MATTERS. Pacific warrants that the PTM Kit is either 
available to be marketed or has received regulatory approval in the following 
countries in the Territory: Denmark; France; Germany; Greece; Italy; 
Portugal; Spain and United Kingdom. Distributor shall be responsible for 
obtaining TUV and CE marking in all countries in the Territory.

     5.  TERMS OF SALE.

5.1  PRICING.  Except as provided below, the price for the PTM Kits 
     during the term of this Agreement shall be $* per ten tray kit and $* 
     per five tray kit. If, after the first anniversary of the Launch Date, 
     Pacific determines in good faith that the costs to manufacture the PTM 
     Kits have increased over the manufacturing costs as of the Launch Date, 
     Pacific may propose a price increase per kit up to *% over the current 
     price at which the PTM Kits are sold to Distributor, provided such 
     proposal is accompanied by a reasonably detailed calculation of the 
     increased manufacturing costs (on a percentage increase basis.) Price 
     increases may be proposed by Pacific no more than once in any twelve 
     month period. Any price increase under this section shall become 
     effective 60 days after written notice and accompanying documentation.  
     All payments to Pacific by Distributor shall be in U.S. dollars, by wire 
     transfer to a bank designated by Pacific, exclusive of any taxes imposed 
     by or under the authority of any government or public authority, for 
     which Distributor shall be solely responsible.





 --------------------------------
* This material has been omitted pursuant to a request for confidential
treatment.  The material has been filed with the Securities and Exchange
Commission.


                                       3
<PAGE>

          5.2  ORDERING AND DELIVERY.  Distributor shall place its first 
order within 60 days of the Effective Date. Distributor shall place orders 
for the PTM Kits on its standard written form of purchase order at least 60 
days in advance of expected Delivery (as that term is defined below), 
specifying the quantity of five-tray kits and the quantity of ten tray kits. 
The minimum order shall be 1000 units of ten tray kits, or 2000 units of five 
tray kits, or any equivalent combination of these two configurations. Pacific 
shall fill orders by delivery of the PTM Kits within 60 days of receipt of a 
valid purchase order. In the event Pacific fails to fill any order within 
such 60 day period, Distributor shall not be required to order and take 
delivery of specified quantities of PTM Kits in order to maintain exclusivity 
as provided in Section 3 or to maintain the right of first refusal as 
provided in Section 12.  Pacific shall notify Distributor as soon as 
practicable of any anticipated delays in scheduled product deliveries. 
Payment for all orders shall be made by Distributor to Pacific within 30 days 
of the receipt by Distributor of Delivery. If Distributor pays Pacific the 
full purchase price for any order at the time it places the order, Pacific 
will provide Distributor with additional PTM Kits with a value equal to 5% of 
the amount of the purchase order, with no additional payments required in 
connection with such additional PTM Kits. Title and risk of loss shall pass 
to Distributor upon delivery of the PTM Kits to a common carrier designated 
by Distributor (the "Delivery"). All taxes and duties arising from the sale 
of the PTM Kits to Distributor shall be for the account of Distributor, and 
Distributor shall bear the sole responsibility for the collection and payment 
of any sales, use or other taxes payable in connection with the resale of the 
PTM Kits. The failure of Pacific to deliver any order or part thereof shall 
not be a breach of the entire agreement, and shall not relieve Distributor of 
its obligation to pay for any prior or subsequent order.

          5.3  FORECASTS.  At 90 day intervals during the term of this 
Agreement Distributor shall furnish Pacific with a good faith written 
estimate of projected purchases during the ensuing 90 days.  Such estimates 
shall be for the sole purpose of allowing Pacific to schedule manufacturing 
and purchases of raw materials, and shall not obligate Distributor in any 
way.  Pacific shall use its best efforts to meet each order for the PTM Kits 
placed by Distributor on or before the requested shipment date.

           5.4  PRODUCT REJECTION.  Any PTM Kits delivered to Distributor by 
Pacific which do not conform to the specifications furnished by Pacific shall 
be promptly replaced by Pacific.  If replacement cannot be accomplished 
within 60 days of the original requested delivery date, any prepayments made 
toward the original order will be promptly refunded by Pacific. 



  ---------------------------
* This material has been omitted pursuant to a request for confidential
treatment.  The material has been filed with the Securities and Exchange
Commission.


                                       4
<PAGE>

          5.5  REBATE OF PTM KITS.  Distributor shall be entitled to receive 
a rebate (in the form of PTM Kits) ("Rebate Kits") based on the number of PTM 
Kits ordered and delivered, as described in the table below (which is based 
on ten tray kits, and will be adjusted accordingly to the extent five tray 
kits are ordered). Pacific shall deliver to Distributor, within 60 days after 
the receipt of sales reports referred to in section 6.8, with no payments due 
to Pacific by Distributor in respect of such Rebate Kits, a quantity of 
additional PTM Kits determined in accordance with the  following table:

<TABLE>
<CAPTION>
                                 Rebate Kits
        Contract             (Percentage of PTM
          Year                 Kits Delivered)
          ----               ------------------
        <S>                  <C> 
            1                        *%
            2                        *%
            3                        *%
            4                        *%
            5                        *%
</TABLE>

     6.  DUTIES AND COVENANTS OF DISTRIBUTOR.

          6.1  PRODUCT LAUNCH AND PROMOTION. Upon the later of (i) December 
1, 1997, or (ii) receipt of the initial product order as described in Section 
5.2 (the later to occur of (i) and (ii) above being referred to herein as the 
"Launch Date"), Distributor shall plan and promote a launch of the product 
line, which shall include advertising, trade show participation, publicity, 
and the development of educational and marketing materials relating to the 
PTM Kits. Distributor shall use its best efforts to actively and diligently 
promote the sale of the PTM Kits  within the Territory and shall expend 
amounts for promotion and marketing of the PTM Kits comparable to amounts 
expended by Distributor with respect to its other successful product lines.

          6.2  COMPLIANCE. Distributor shall comply in all material respects 
with all applicable laws, regulations or orders of any and all governmental 
authorities with respect to the marketing and distribution of the PTM Kits. 
Distributor agrees that it will not directly or indirectly do any act or 
thing which will constitute a violation by Distributor or Pacific of any 
applicable laws or regulations, and will hold Pacific harmless from any such 
violations caused by Distributor.   

          6.3  ASSISTANCE. Distributor shall furnish such assistance as 
Pacific may reasonably request, at Pacific's expense, to enable Pacific to 
defend against any claims of third parties that may be threatened or filed 
against Pacific or its affiliates relating to the sale or use of any of the 
PTM Kits, or that Pacific or its affiliates may assert against third parties 
relating to the sale or use of any of the PTM Kits in the Territory.

------------------------          
* This material has been omitted pursuant to a request for confidential
treatment.  The material has been filed with the Securities and Exchange
Commission.


                                       5
<PAGE>

          6.4  PRODUCT RECALLS.  Distributor shall assist Pacific, at 
Pacific's request and expense, in recall of any of the PTM Kits sold pursuant 
to this Agreement.  Pacific shall bear all costs of shipping the recalled PTM 
Kits and any replacement or repaired kits resulting from such recall, except 
to the extent that such recall is due to any act or omission of Distributor 
which materially contributed to the cause of the product recall, in which 
case Distributor shall bear the expense in proportion to its relative fault. 
If a product recall is initiated, Distributor shall be excused from 
compliance with the minimum quantity requirements set forth in Section 3 for 
the Contract Year in which the recall occurs, unless the recall was due to an 
act or omission of Distributor. 

          6.5  COMPLAINTS.  Distributor shall notify Pacific promptly after 
Distributor becomes aware of any customer complaints concerning, or adverse 
patient reactions to, the PTM Kits or the associated procedures, and any 
liability claims regarding the PTM Kits, in order that Pacific can resolve 
the problem and make any required notification to the U.S. Food and Drug 
Administration. In the event that any such notification is required by 
regulatory agencies in other countries within the Territory, Distributor 
shall make any such notifications. 
          
          6.6  PACKAGING.  Distributor shall design the packaging and label 
for the PTM Kits at its expense, and shall bear any  additional direct 
manufacturing costs that result from the new package and label. The  packages 
will bear Distributor's private label; provided, however, that all packaging 
and labeling shall be approved in advance by Pacific, which approval shall 
not be unreasonably withheld, and will also include the phrase "A product of 
and manufactured by Pacific Pharmaceuticals, Inc." on the outer package, 
instructions for use, individual tray and, if space allows, on the test 
strip/pouch label.

          6.7  THIRD PARTY REIMBURSEMENT.  Distributor shall use its best 
efforts to arrange for eligibility for third party reimbursement for the PTM 
Kits from major medical insurance carriers, health maintenance organizations 
and governmental health plans.
          
          6.8  REPORTS.  During the term of this Agreement Distributor shall 
provide Pacific with quarterly sales reports, within 45 days of the end of 
each calendar quarter, summarizing sales of PTM Kits during such quarter, and 
specifying sales by country or sub-distributor.

     7. DUTIES AND COVENANTS OF PACIFIC.

          7.1  COMPLIANCE. Pacific shall ensure that all PTM Kits are 
traceable by lot or batch and that the PTM Kits are manufactured, packaged, 
labeled and sold to Distributor in accordance with all applicable laws, rules 
and regulations.  Pacific shall comply in all material respects with all 
laws, regulations or orders of any and all governmental authorities within 
the United States and shall use best efforts to comply in all material 
respects with all laws, regulations or orders of any governmental authorities 
outside the United States.  Pacific agrees that it will not directly or 
indirectly do any act or thing which will constitute a violation by 
Distributor or Pacific of any applicable laws or regulations.

                                       6
<PAGE>  


          7.2  OPERATIONS.  Pacific shall hold Distributor 
harmless for any violation of state or federal law relating to Pacific's 
operations.

          7.3  WARRANTY.  Pacific shall warrant that each PTM Kit 
sold to Distributor under this Agreement shall be free from defects in 
material and workmanship, and meets specifications set forth in the 
current pre-market approval documentation at time of delivery.

          7.4  SHELF LIFE; EXPIRATION DATE. The minimum shelf 
life and expiration date for PTM Kits shall be 18 months from date of 
manufacture and 16 months from date of shipment to Distributor. 

          7.5  CORRECTIVE ACTION.  In the event of any customer complaints or 
regulatory action concerning the PTM Kits or the associated procedures, 
Pacific shall take such action as is reasonable necessary to correct the 
problem or address the regulatory action, and shall promptly furnish 
Distributor with copies of any correspondence with customers and regulatory 
agencies. In this regard, Distributor understands that Pacific shall have the 
right to revise the specifications for the PTM Kit from time to time in order 
to obtain acceptable performance or to comply with governmental regulations. 
Pacific shall notify Distributor in advance of any changes that will affect 
product performance or instructions for use, or that will be noticeable by 
customers.

     8.  REPRESENTATIONS.  Pacific and Distributor each represents to the 
other as follows:

          8.1  CORPORATE STATUS.  It is a corporation in good standing 
under the laws of Delaware, with all necessary corporate power and 
authority to execute, deliver and perform this Agreement.

          8.2  APPROVAL.  The execution, delivery and performance of 
this Agreement have been approved by all necessary corporate action.

     9.  TERM AND TERMINATION.

          9.1  TERM.  This Agreement shall commence on the Effective Date and 
continue for five Contract Years, unless earlier terminated pursuant to the 
terms hereof.  The terms of this Agreement shall thereafter remain in force 
for successive terms of five years each. The parties agree to negotiate in 
good faith toward the determination of minimum purchase quantities, Rebate 
Kit percentages and unit prices for any renewal period. After the expiration 
of the first five-year term of this Agreement, Pacific shall have the right 
to appoint, on a non-exclusive basis, an additional distributor for the PTM 
Kits in any country within the Territory in which Distributor does not have 
sales activity.

          9.1  TERMINATION BY NOTICE.  Either party may give the other party 
written notice of termination of this Agreement if such other party is in 
material breach of any of its obligations under this Agreement.  The 
termination shall become effective sixty days from the date such notice is 
given unless, within such sixty-day period, such breach and any intervening 
breaches have been cured to the reasonable satisfaction of the non-breaching 
party.

                                       7
<PAGE>

          9.3  AUTOMATIC TERMINATION. Notwithstanding the foregoing, either 
party may immediately cancel any order and may immediately terminate this 
Agreement, in whole or in part, (i) upon the filing of any petition in 
bankruptcy by or against the other party which is not cured or dismissed 
within sixty days thereafter, (ii) if the other party is ordered or adjudged 
bankrupt, becomes insolvent or goes into liquidation, or generally fails to 
pay debts as they become due, (iii) upon appointment of a receiver or 
custodian of all or a part of the other party's assets by any judicial or 
governmental procedure, (iv) upon admission of the other party to the benefit 
of any procedure for the settlement of its debts, or (v) upon seizure of all 
or a substantial part of the other party's assets by any judicial or 
governmental procedure.

          9.4  EFFECT OF TERMINATION.  Except as otherwise provided for 
herein, termination of this Agreement shall not release either party hereto 
from any liability which at the time of termination has already accrued to 
the other party hereto or which after termination may accrue in respect of 
any act or omission prior to termination from any obligation which is 
expressly stated herein to survive termination. Upon the termination or 
expiration of this Agreement, Distributor (i)  shall return to Pacific all 
property of Pacific in Distributor's possession, including, without 
limitation, literature, instructions, manuals, brochures, reprints, and 
marketing materials, and (ii) shall immediately cease the use of any of 
Pacific's trademarks, tradenames, service marks, or brand names incorporated 
into the Private Label; provided, however, that Distributor shall be entitled 
to sell any PTM Kits in inventory or on order, unless Pacific elects to 
purchase the PTM Kits from Distributor at the current purchase price as 
determined under Section 5.1. Upon the termination or expiration of this 
Agreement, Pacific (i) shall return to Distributor all property of 
Distributor in Pacific's possession, including, without limitation, 
literature, instructions, manuals, brochures, reprints, and marketing 
materials, and (ii) shall immediately cease the use of any of Distributor's 
trademarks, tradenames, service marks, or  brand names, including, without 
limitation, the trade mark "Pocket Watch," and all related logos, designs and 
symbols. 

     10. INDEMNIFICATION

          10.1  INDEMNIFICATION BY DISTRIBUTOR.  Distributor shall indemnify, 
defend and hold harmless Pacific, and Pacific's officers, directors, 
employees and agents from and against any and all losses, liabilities, 
damages and expenses, including, but not limited to, court costs and actual 
attorneys' fees (collectively, "Losses") suffered or incurred by them as a 
result of (i) the breach of any of Distributor's duties or covenants under 
this Agreement, or (ii) the breach of any of the representations and 
warranties of Distributor set forth in this Agreement.  The foregoing 
indemnity shall not require payment as a condition precedent to recovery and 
shall survive termination of this Agreement.

          10.2  INDEMNIFICATION BY PACIFIC.  Pacific shall indemnify, defend 
and hold harmless Distributor, and Distributor's officers, directors, 
employees and agents from and against any and all losses, liabilities, 
damages and expenses, including, but not limited to, court costs and actual 
attorneys' fees (collectively, "Losses") suffered or incurred by them as a 
result of (i) the breach of any of  Pacific's duties or covenants under this 
Agreement, and (ii) the breach of any of 

                                       8
<PAGE>

the representations and warranties of Pacific set forth in this 
Agreement, and (iii) any product liability claim relating to the PTM 
Kits, except to the extent that such claim was due to an act or omission 
of Distributor which contributed to the cause of such claim.  The 
foregoing indemnity shall not require payment as a condition precedent 
to recovery and shall survive termination of this Agreement.

     11.  PROPRIETARY RIGHTS, CONFIDENTIALITY, LICENSE.  Distributor 
acknowledges that Pacific is the owner of all trade secrets and intellectual 
property rights relating to the design and manufacture of the PTM Kits, 
including any improvements or modifications to the PTM Kits.  Distributor 
shall never contest the exclusive right of Pacific to such trade secrets and 
intellectual property rights.  The parties acknowledge that any and all trade 
secrets, ideas, information, research, methods, improvements, patents, 
copyrighted material and all other confidential information, and the good 
will associated with them, owned or developed by one party (the "Disclosing 
Party") and directly or indirectly revealed to the other party (the 
"Receiving Party") are, and shall remain, the sole and exclusive property of 
the Disclosing Party, except that any and all improvements to the PTM Kits, 
whether or not directly or indirectly caused, suggested, or effected by 
Distributor, shall be the property of Pacific.  All such information and 
knowledge about the Disclosing Party, its products, services, standards, 
specifications, procedures and techniques, which are not in the public domain 
or generally known in the industry, and such information and material as the 
Disclosing Party may designate in writing as confidential, shall be deemed 
confidential for purposes of this Agreement.  The Receiving Party agrees to 
keep all such information confidential and to use it only for the purpose and 
in the manner authorized by the Disclosing Party.  Each party agrees that 
during and after the termination of this Agreement, neither the Receiving 
Party nor any of its agents or employees shall copy or disclose to any other 
person or entity, or use for any purpose other than as contemplated by this 
Agreement, any proprietary or confidential information in contravention of 
this Section.  

     12.  ASSIGNMENT.  This Agreement may not be assigned or otherwise 
transferred by either party, in whole or in part, by operation of law or 
otherwise, without the prior written consent of the other party, which 
consent shall not be unreasonably withheld and any such assignment or 
transfer without such prior written consent shall be null and void and of no 
force or effect whatsoever; provided, however, that either party may assign 
this Agreement without the other party's consent in connection with the sale 
of substantially all of the assets associated with such party's business. A 
change in control of either party shall not constitute an assignment under 
this Agreement. In the event that Pacific sells or assigns the PTM Kit 
Product Line, then this Agreement shall be binding on the purchaser or the 
assignee, as the case may be, but nothing shall relieve Pacific from its 
liability under this Agreement.

     13.  ENTIRE AGREEMENT.  This Agreement constitutes the complete, final 
and exclusive statement of the terms of the understanding between the 
parties.  This Agreement supersedes all prior agreements and understandings 
concerning its subject matter and may not be amended without further written 
agreement of both parties.  If any provision of this Agreement should be 
found to be invalid or unenforceable, all of the other provisions shall 
nonetheless remain in full force and effect to the maximum extent permitted 
by law.

                                       9
<PAGE>

     14.  APPLICABLE LAW.  This Agreement shall be construed in accordance 
with, and all disputes hereunder shall be governed by, the laws of the State 
of California.

     15.  ATTORNEYS' FEES.  In any arbitration or proceeding arising 
hereunder, the prevailing party shall be entitled to recover its costs and 
reasonable attorneys' fees, as determined by the court.

     16.  ARBITRATION.  All disputes arising in connection with this 
Agreement shall be finally settled by final binding arbitration; provided, 
however, that nothing contained in this Section shall prevent either party 
from seeking temporary restraining orders, injunctions, or  other equitable 
relief in any court of competent jurisdiction..  The arbitration shall be 
held in San Diego County, California, and conducted in accordance with the 
Commercial Rules of the American Arbitration Association.  Judgment upon the 
award rendered may be entered in any court having jurisdiction or application 
may be made to such court for a judicial acceptance of the award and an order 
of enforcement.  The arbitrator's fees and costs shall be borne equally 
between the parties participating in the arbitration.  
     
     17.  RELATIONSHIP OF PARTIES.  Each party shall be an independent 
contractor in relationship to the other party hereunder, and this Agreement 
does not create in any manner or for any purpose whatsoever a principal-agent 
relationship between Pacific and Distributor.  Neither party is authorized to 
enter into agreements for or on behalf of the other party, create any 
obligation or responsibility, express or implied, for or on behalf of the 
other party, accept payment of any obligation due or owed to the other party, 
accept service of process for the other party, or bind the other party in any 
manner or thing whatsoever.  Neither party shall list, print or display the 
other party's name in such a manner as to indicate or imply that there is a 
principal-agent relationship between Pacific and Distributor. 

     18.  NOTICES.  Any notice required or permitted hereunder shall be given 
in writing by hand delivery, by overnight delivery carrier, or by facsimile 
or similar electronic means, addressed to the parties at their respective 
addresses set forth on the signature page of this Agreement (or such other 
addresses as they may from time to time designate) and directed to the 
attention of the president of the recipient.  Notice by hand delivery shall 
be effective upon receipt.  Notice by carrier guarantying overnight delivery 
shall be effective upon the day following delivery of the notice to such 
carrier. Electronic notice shall be effective upon receipt of confirmation of 
transmission.

     19.  FORCE MAJEURE.  The obligations of either party to perform under 
this Agreement shall be excused if such failure to perform or any delay is 
caused by acts of God or the public enemy, strikes, civil commotion, riots, 
war, revolution, fire, explosion, flood, compliance with or other action 
taken to carry out the intent or purpose of any law or regulation, or any 
other cause reasonably beyond the control of the party obligated to perform.  
Upon the occurrence of such an event, the duties and obligations of the 
parties shall be suspended for the duration of the event preventing proper 
performance under this Agreement, provided, however, that if such suspension 
shall continue in excess of sixty days, the parties shall meet and attempt to 
arrive at a mutually acceptable compromise within the spirit and intent of 
this Agreement.

                                       10
<PAGE>

     20.  WAIVER.  Either party's failure to insist, in one or more 
instances, upon the performance of any term or terms of this Agreement shall 
not be construed as a waiver or relinquishment of right to such performance 
or the future performance of such term or terms, and the other party's 
obligation with respect thereto shall continue in full force and effect.

     21.  COUNTERPARTS.  This Agreement may be executed in separate 
counterparts, each of which shall be deemed an original and, when executed 
separately or together, shall constitute a single original instrument, 
effective in the same manner as if the parties have executed one and the same 
instrument.
     
     IN WITNESS WHEREOF, this Agreement has been executed by the undersigned 
authorized representatives of the parties as of the Effective Date stated 
above.

Address: 22895 East Park Drive               Steri-Oss Inc.
         Yorba Linda, CA 92687 

                                             By
                                               ----------------------------
                                             Name:
                                                  -------------------------
                                             Title:
                                                   ------------------------


Address: 6730 Mesa Ridge Road, Suite A       Pacific Pharmaceuticals, Inc.
         San Diego, CA 92121

                                             By 
                                               ----------------------------
                                   

                                             Name: 
                                                  -------------------------
                                             Title:
                                                   ------------------------


                                        11