Exhibit 10.2


                          GENES TO LEADS(R) AGREEMENT

            CENGENT'S LEAD IDENTIFICATION PROGRAM IN DRUG DISCOVERY

                                  BASIC TERMS

      The basic terms of this Genes-to-Leads(R) Agreement
("AGREEMENT") are:

1. Effective Date of Agreement: June 6, 2004.

2. Parties (collectively the "PARTIES" and individually a "PARTY"):
   ----------------------------------------------------------------

      (a)Cengent Therapeutics Inc., a California corporation.

      (b)Company: AngioGenex,  a New York  corporation.

3. Company's Protein Target: Id1/E47 complex.
   ------------------------

      The Company shall provide Cengent with the coordinates of the relevant
crystal structures of the protein target and any other relevant complexes.

4. Expected Delivery Date by Cengent:  approximately 120 days after the
   ---------------------------------
effective date of this agreement.

5. Basic Services Fee: $75,000,  payable  on the terms and conditions described
   ------------------
in Paragraph (c). This fee covers FTE charges,  modeling  costs,  supercomputer
time,  and  incidentals.  The Basic Services Fee does not include the  cost  to
acquire, synthesize or optimize  compounds,  establish  or  screen compounds in
assays  or  any  license  fees,  which  may  be required to screen third  party
proprietary chemical libraries.

6. Lead Identification Compound Fees:
   ---------------------------------

      (a)Lead Identification List Fee: $75,000,  payable  on  the  terms  and
         ----------------------------
conditions described in Paragraph 11(a).

      (b)Lead Identification Activity Fees:  $1,000  per  active compound in a
         ---------------------------------
primary screen, $3,000 per active compound in a primary and  secondary  screen,
and $5,000 per active compound in a primary, secondary, and tertiary screen, up
to  a  maximum  of  $150,000  under  this  Paragraph , payable on the terms and
conditions described in Paragraph .

7. Cengent and Company have separately signed  a  non-disclosure agreement that
continues to apply to them even after signing this Agreement.

8. Company will provide to Cengent the crystal structures,  determined by X-ray
crystallography,  of  the  Id1/E47 heterodimer and Id1/Id1 homodimer,  and  (a)
Cengent will promptly thereafter  undertake  a  structure  audit  of  Company's
Protein  Target  to  confirm that Company's Protein Target will be accepted  by
Cengent into its Genes-to-Leads{reg-trade-mark} program; (b) Cengent shall send
Company  written  notice  (e-mail  shall  constitute  written  notice)  whether
Company's Protein Target  is  so accepted, and (c) if so accepted, Cengent will
provide the Cengent Basic Services  described  below  and Company shall, within
five days of that notice, pay Cengent the Basic Services Fee.

9. The  Standard Terms and Conditions attached as Exhibit  C  are  incorporated
into this  Agreement by this reference to the same effect as if they were fully
set forth in this Agreement.

                           CENGENT'S BASIC SERVICES

10.Cengent will  determine  and  define the DynaPharm{reg-trade-mark} templates
(virtual constructs, derived from  dynamic simulations of the Company's protein
target) and search queries for drug screening of Company's Protein Target.


                                                                    Page 1 of 3
<PAGE>


11.Cengent  will  use  its in silico chemical  library  of  publicly  available
chemical compounds, and computationally search  the said database of compounds.
The goal of the search and  screening  will  be to determine the compounds more
likely to have activity against Company's Protein Target and thereby narrow the
list of potentially appropriate and effective  compounds  so  as  to  provide a
smaller  number  of  starting  points  for  possible  lead optimization and the
foundation for composition-of-matter or use patent coverage with leads that can
be validated with wet chemistry. By the Expected Delivery  Date,  Cengent  will
complete  a  three  dimensional ("3-D") structure analysis of Company's Protein
Target and deliver to Company the following (the "CENGENT DELIVERIES"):

      (a)a list of molecules  (compounds)  identified  by Cengent's proprietary
DynaPharm{reg-trade-mark} methodology and in silico screening  (the  "CANDIDATE
COMPOUNDS")  for  which Company shall pay Cengent the Lead Identification  List
Fee.

12.Cengent's experience  is  that  its  Genes-to-Leads{reg-trade-mark}  program
typically  yields  200  to 300 "drug-like" compounds, in silico, within 2 to  4
months and that 2% to 24%  of  the  compounds  have exhibited an IC50 < 30uM in
vitro. However, Cengent provides Company no assurance  whatsoever  that Cengent
will have similar success with respect to Company's Protein Target or Candidate
Compounds.

                          COMPANY'S BASIC OBLIGATIONS

13.Company  shall  undertake  lab-based  screening  of the Candidate Compounds,
including   synthesizing   and/or  otherwise  acquiring  Candidate   Compounds,
developing  in  vitro  and  cell-based  assays,  and  running  those  Candidate
Compounds through assays. Attached  as  Exhibit A is the screening protocols to
be used in the study. Company will complete  the  screening  within 120 days of
its  receipt of the Candidate Compounds list (the "SCREENING COMPLETION  DATE")
except for those compounds that require synthesis in which case these compounds
will be  tested within 30 days of receipt of compound. Attached as Exhibit B is
the success  criteria  to  be  used  in  determining activity of the identified
compounds. Company will provide Cengent with  all  screening  results and shall
pay Cengent the Lead Identification Activity Fees for any compound  that  meets
these criteria.

14.Company  shall,  by  the  30th  day after the Screening Completion Date (the
"COMPANY DECISION DATE"), notify Cengent  in  writing  which  of  the Candidate
Compounds,  if  any,  Company has selected for lead optimization (the  "COMPANY
SELECTION NOTICE"). Each  compound  so selected shall be referred to as a "LEAD
OPTIMIZATION COMPOUND" and they shall  collectively be referred to as the "LEAD
OPTIMIZATION COMPOUNDS." Failure by Company to timely provide that notice means
there is no Lead Optimization Compound selected by Company.

15.(Use this paragraph for any other terms not otherwise referenced herein.)

                               LEAD OPTIMIZATION

16.Company shall, concurrent with sending  the  Company  Selection Notice, make
the payment(s) to Cengent as indicated in Paragraph  above. Also, Company shall
pay  $150,000  to  Cengent  upon  selecting  by Company of a Lead  Optimization
Compound  or  a  derivative  (e.g.,  homologs,  analogs,  polymorphs,  isomers,
prodrugs  and formulations of the Lead Optimization  Compound),  payable  as  a
number of shares of Company stock based on the most recent stock price accepted
by an independent investor in an arm's length transaction.

17.Subject  to Company's timely fulfillment of the terms and conditions of this
Agreement, including  the  payment  terms,  Cengent  agrees,  as  to  each Lead
Optimization  Compound,  not to: (a) include the Lead Optimization Compound  on
any list of compounds delivered  by  Cengent to any person or entity outside of


                                                                    Page 2 of 3
<PAGE>


Cengent with respect to any human therapeutic  research,  development or use by
that person or entity; (b) research or develop that Lead Optimization  Compound
with  respect  to  any  human therapeutic commercial product that would include
that Lead Optimization Compound  or  a  derivative  as  an  active  ingredient;
(c) disclose  to  anyone  outside  of  Cengent that Company is researching  and
developing the Lead Optimization Compound with respect to the Company's Protein
Target.

18.Company should consult with its patent  counsel regarding whether: (a) a use
patent may be available for a Lead Optimization  Compounds;  (b) a composition-
of-matter  patent  is  available  since said compounds are generally  "publicly
known;" and (c) upon Company optimizing  a  Candidate  Compound lead, Company's
ability to file a composition-of-matter patent on the new  compound  if  it  is
novel.


By: /s/ Edward T. Maggio                By: /s/ W. A. Garland
    --------------------                    ----------------------
Name:   Edward T. Maggio                Name:   William A. Garland
Title:  President & CEO                 Title:  COO

Date: May 26, 2004                      Date: May 24, 2004

Address: 10929 Technology Place         Address: _________________________
         San Diego, CA 92127                     _________________________



                                                                    Page 3 of 3
<PAGE>


                                   EXHIBIT A

                        TO GENES-TO-LEADS(R) AGREEMENT

                 COMPANY CANDIDATE COMPOUND SCREENING PROTOCOL



                                PRIMARY SCREEN

                         (COMPANY TO PROVIDE PROTOCOL)

                               SECONDARY SCREEN

                         (COMPANY TO PROVIDE PROTOCOL)

                                TERTIARY SCREEN

                         (COMPANY TO PROVIDE PROTOCOL)





Candidate Compound Screening Protocol - EXHIBIT A to Genes-to-
Leads(R) Agreement



<PAGE>


                                   EXHIBIT B

                         TO GENES-TO-LEADS(R) AGREEMENT

                                 Success Criteria



The Candidate Compound/s shall be deemed as compounds suitable for Lead
Optimization if they have the following criteria:


Chemical Criteria:

         (1)The molecular weight of the compound is 1000 Da or better.

         (2)The Candidate Compound could be a peptide or a non peptide.


Biological Criteria:


          (ii)  The Candidate Compound shall have a biological activity
of 20 microM or better in the Primary screen.

          (iii) The  Candidate  Compound  shall  have activity  in  the
Secondary screen.

          (iv)  The  Candidate  Compound  shall have  activity  in  the
Tertiary screen.




Candidate Compound Screening Protocol - EXHIBIT A to Genes-to-Leads(R)
Agreement

<PAGE>


EXHIBIT C TO GENES-TO-LEADS{reg-trade-mark} AGREEMENT
STANDARD TERMS AND CONDITIONS

1. REPRESENTATIONS AND WARRANTIES
1.1.Authority. Each party represents and warrants that as of the Effective Date
    ----------
   it has the full right, power and authority to enter  into  the Agreement and
   that  the Agreement has been duly executed by such party and  constitutes  a
   legal, valid and binding obligation of such party, enforceable in accordance
   with its terms.
1.2.No Conflicts.  Each  party  represents  and  warrants  that  the execution,
    -------------
   delivery  and  performance  of  the  Agreement  does  not conflict with,  or
   constitute  a breach or default under any of its charter  or  organizational
   documents, any  law,  order,  judgment  or  governmental  rule or regulation
   applicable  to  it,  or  any  material  agreement,  contract, commitment  or
   instrument to which it is a party.
1.3.No Existing Third Party Rights. Each party represents and warrants that its
    -------------------------------
   obligations under the Agreement are not encumbered by  any rights granted by
   such  party  to any third parties that are or may be inconsistent  with  the
   rights and licenses granted in the Agreement.
1.4.Intellectual  Property.  As  used  herein, the term "Intellectual Property"
    -----------------------
   means all of the following or their substantial equivalent or counterpart in
   any jurisdiction throughout the world:  (i) patents, patent applications and
   patent  disclosures, (ii) trademarks,  service  marks,  trade  dress,  trade
   names, corporate  names,  logos  and Internet domain names, (iii) copyrights
   and  copyrightable  works,  (iv)  registrations  and  applications  for  any
   registration for any of the foregoing  and  (v)  trade secrets, confidential
   information and inventions. Each party represents  and warrants to the other
   that as of the Effective Date:
   1.4.1.it is not aware of any claim made against it asserting the invalidity,
        misuse, unregisterability, unenforceability or  non-infringement of any
        of its Intellectual Property that is the subject  of  the  Agreement or
        challenging  its  right to use or ownership of any of such Intellectual
        Property or making any adverse claim of ownership thereof; and
   1.4.2.it is not aware of any pending or threatened claim or litigation which
        alleges  that its activities  to  date  relating  to  the  Intellectual
        Property that  is  the  subject  of  the Agreement have violated, or by
        conducting its business as currently proposed to be conducted hereunder
        would violate, the Intellectual Property  rights of any other person or
        third party; and
   1.4.3.it is not aware of Intellectual Property rights  of  any  third  party
        that,  with  respect  to Company's representation and warranty, validly
        cover the method used to  create  the Company's Protein Target or, with
        respect to Cengent's representation  and  warranty,  validly  cover the
        method  used  to  identify  the  Candidate  Compounds,  in each case as
        contemplated under the Agreement.
1.5.Disclaimer of Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THE  AGREEMENT,
    -------------------------
   NEITHER  PARTY  MAKES  ANY  REPRESENTATIONS  NOR  EXTENDS  ANY  WARRANTY  OR
   CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
   TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-
   INFRINGEMENT.
2. INDEMNIFICATION
2.1.Indemnification by Company.   Company  shall  indemnify,  defend  and  hold
    ---------------------------
   Cengent,   its  affiliates  and  their  permitted  contractors  and  agents,
   employees, officers  and directors (the "Cengent Indemnitees") harmless from
   and against any and all  liability, damage, loss, cost or expense (including
   reasonable attorneys' fees)  arising  out  of third party claims or lawsuits
   related to (a) Company's performance of its obligations under the Agreement;
   (b) the  manufacture,  use  or  sale  of  any Product  by  Company  and  its
   affiliates and their permitted licensees and  sublicensees, distributors and
   agents;  (c)   material  breach  by  Company  of  any   of   its  covenants,
   representations or warranties set forth in the Agreement; or (d) claims that
   the Company's Protein Target or cell lines related thereto resulted  from  a
   process or method that infringes the Intellectual Property rights of a third
   party,  except  to  the extent such claims or suits result from the material
   breach of any of the  provisions  of  the  Agreement,  gross  negligence  or
   willful  misconduct  of  the  Cengent Indemnitees. Upon the assertion of any
   such claim or suit, the Cengent  Indemnitees  shall  promptly notify Company
   thereof  and  Company  shall  appoint counsel reasonably acceptable  to  the
   Cengent Indemnitees to represent the Cengent Indemnitees with respect to any
   claim or suit for which indemnification  is sought.  The Cengent Indemnities
   shall not settle any such claim or suit without the prior written consent of
   Company, unless the Cengent Indemnitees shall have first waived their rights
   to indemnification hereunder. As used herein, "Product" means any commercial
   product comprising a Candidate Compound or  a  derivative  (e.g.,  homologs,
   analogs,  polymorphs,  isomers,  prodrugs  and  formulations)  as  an active
   ingredient.
2.2.Indemnification By Cengent.   Cengent  shall  indemnify,  defend  and  hold
    ---------------------------
   Company,   its  affiliates  and  their  permitted  contractors  and  agents,
   employees, officers  and directors (the "Company Indemnitees") harmless from
   and against any and all  liability, damage, loss, cost or expense (including
   reasonable attorneys' fees)  arising  out  of third party claims or lawsuits
   related to (a) Cengent's performance of its obligations under the Agreement;
   (b) a material breach by Cengent of any of its covenants, representations or
   warranties  set  forth in the Agreement; or (c) claims  that  the  Candidate
   Compounds resulting  from  a  process or the method of identifying Candidate
   Compounds infringes the Intellectual  Property  rights  of  a  third  party,
   except  to  the  extent  that  such claims or suits result from the material
   breach  of any of the provisions  of  the  Agreement,  gross  negligence  or
   willful misconduct  of  the  Company Indemnitees.  Upon the assertion of any
   such claim or suit, the Company  Indemnitees  shall  promptly notify Cengent
   thereof  and  Cengent  shall  appoint counsel reasonably acceptable  to  the
   Company Indemnitees to represent the Company Indemnitees with respect to any
   claim or suit for which indemnification  is sought.  The Company Indemnitees
   shall not settle any such claim or suit without the prior written consent of
   Cengent, unless the Company Indemnitees shall have first waived their rights
   to indemnification hereunder.
2.3.Insurance Proceeds.  Any indemnification hereunder shall be made net of any
    -------------------
   insurance proceeds recovered by the indemnified  party;  provided,  however,
   that if, following the payment to the indemnified party of any amount  under
   this  Section ,  such  indemnified  party recovers any insurance proceeds in
   respect of the claim for which such indemnification  payment  was  made, the
   indemnified  party shall promptly pay an amount equal to the amount of  such
   proceeds (but  not  exceeding the amount of such indemnification payment) to
   the indemnifying party.
3. TERM AND TERMINATION
3.1.Breach.  Except for  Company's  payment obligations, the failure by a party
    -------
   to comply with any of the material  obligations  contained  in the Agreement
   shall entitle the other party to give notice to have the default  cured.  If
   such  default  is  not cured within ten (10) days after the receipt of  such
   notice, or diligent  steps  are  not  taken  to  cure  if by its nature such
   default could not be cured within ten (10) days, the notifying  party  shall
   be entitled, without prejudice to any of its other rights conferred on it by
   the  Agreement,  and in addition to any other remedies that may be available
   to it, to terminate the Agreement with respect to a given Candidate Compound
   or Lead Optimization  Compound  or,  depending  upon  the materiality of the
   breach,  to  terminate the Agreement with respect to the  Agreement  in  its
   entirety; provided, however, that such right to terminate shall be stayed in
   the event that,  during  such ten (10) day period, the party alleged to have
   been in default shall have:  (a) initiated  arbitration  in  accordance with
   Section , below, with respect to the alleged default, and (b) diligently and
   in  good  faith  cooperated  in  the  prompt  resolution of such arbitration
   proceedings.


<PAGE>


3.2.Insolvency or Bankruptcy.
    -------------------------
   3.2.1.Either party may, in addition to any other  remedies  available by law
        or in equity, terminate the Agreement by written notice  to  the  other
        party  in  the  event  the  latter party shall have become insolvent or
        bankrupt, or shall have an assignment for the benefit of its creditors,
        or there shall have been appointed  a  trustee or receiver of the other
        party or for all or a substantial part of  its  property or any case or
        proceeding  shall  have  been  commenced or other action  taken  by  or
        against  the  other  party  in bankruptcy  or  seeking  reorganization,
        liquidation, dissolution, winding-up,  arrangement  or  readjustment of
        its  debts  or  any  other  relief  under  any  bankruptcy, insolvency,
        reorganization or other similar act or law of any  jurisdiction  now or
        hereafter  in  effect,  or  there  shall  have been issued a warrant of
        attachment,  execution,  restraint  or  similar   process  against  any
        substantial part of the property of the other party, and any such event
        shall  have  continued for ninety (90) days undismissed,  unbonded  and
        undischarged.
   3.2.2.All rights and  licenses granted under or pursuant to the Agreement by
        Company or Cengent  are,  and  shall  otherwise  be  deemed  to be, for
        purposes  of  Section  365(n) of the U.S. Bankruptcy Code, licenses  of
        right to "Intellectual Property"  as  defined  under Section 101 of the
        U.S. Bankruptcy Code.  The parties agree that the  parties as licensees
        of such rights under the Agreement, shall retain and may fully exercise
        all of their rights and elections under the U.S. Bankruptcy  Code.  The
        parties  further  agree  that,  in  the event of the commencement of  a
        bankruptcy  proceeding  by  or  against either  party  under  the  U.S.
        Bankruptcy  Code,  the party hereto  which  is  not  a  party  to  such
        proceeding shall be  entitled  to  a complete duplicate of (or complete
        access  to,  as appropriate) any such  Intellectual  Property  and  all
        embodiments or descriptions of such licensed Intellectual Property, and
        same, if not already  in  their possession, shall be promptly delivered
        to it (a) upon any such commencement  of  a  bankruptcy proceeding upon
        its  written  request  therefor,  unless  the  party  subject  to  such
        proceedings elects to continue to perform all of  its obligations under
        the  Agreement  or  (b) if  not  delivered  under (a) above,  upon  the
        rejection of the Agreement by or on behalf of the party subject to such
        proceeding upon written request therefor by the nondebtor party.
3.3.Survival of Obligations.  The termination or expiration  of  the  Agreement
    ------------------------
   shall  not  relieve  the  parties  of any obligations accruing prior to such
   termination, and any such termination  shall  be  without  prejudice  to the
   rights  of either party against the other.  The provisions of Section  shall
   survive any termination of the Agreement.
4. DISPUTE RESOLUTION
4.1.Dispute  Resolution  Process.   Both parties understand and appreciate that
    -----------------------------
   their long term mutual interest will be best served by affecting a rapid and
   fair resolution of any claims or disputes  which  may  arise out of services
   performed under this contract or from any dispute concerning  the  terms  of
   the  Agreement.   Therefore, both parties agree to use their best efforts to
   resolve all such disputes  as  rapidly  as  possible on a fair and equitable
   basis.  Toward this end, both parties agree to  develop and follow a process
   for  presenting,  rapidly  assessing,  and settling claims  on  a  fair  and
   equitable basis that takes into account  the  precise  subject and nature of
   the dispute.
4.2.Dispute  Resolution  Panel.   If  any  dispute or claim arising  under  the
    ---------------------------
   Agreement cannot be or is not readily resolved  by  the  parties pursuant to
   the process described above, then the parties agree to refer the matter to a
   panel  consisting of the Chief Executive Officer of Cengent  and  the  Chief
   Executive Officer of Company or their designees for review and a non-binding
   resolution.   A  copy  of the terms of the Agreement, agreed upon facts (and
   areas of disagreement),  and  concise (3 pages or less) summary of the basis
   for each side's contentions will be provided to both such officers who shall
   review the same, confer and attempt  to  reach  a  mutual  resolution of the
   issue.  The described material shall be provided within ten  days  of either
   party  giving  the  other  written  notice that the party sending the notice
   wants to avail itself of the process described in this Section .
4.3.Arbitration.
    ------------
   4.3.1.If,  by thirtieth day following  the  notice  described  in  the  last
        sentence  of Section  above, the matter has not been resolved utilizing
        the foregoing  process and the parties are unwilling to accept the non-
        binding decision  of  the  dispute  resolution  panel,  either  or both
        parties  may  elect  to  pursue  definitive  resolution through binding
        arbitration, which the parties agree to accept in lieu of litigation or
        other  legally  available  remedies (with the exception  of  injunctive
        relief  where  such  relief  is  necessary  to  protect  a  party  from
        irreparable  harm  pending  the  outcome   of   any   such  arbitration
        proceeding).   Binding arbitration shall be settled in accordance  with
        the  Rules  of  the   American  Arbitration  Association  by  a  single
        arbitrator chosen in accordance  with  such  Rules.   If  such  dispute
        relates   primarily   to  patent  rights  relating  to  Products,  such
        arbitrator shall be selected  in such a manner to ensure that he or she
        will have sufficient technical  expertise and training to handle such a
        dispute.
   4.3.2.As  set forth in Section , the Agreement  shall  be  governed  by  and
        construed  in  accordance  with  the  substantive  laws of the State of
        California  without  regard  to  the  conflicts  of laws provisions  of
        California.   The  arbitration  will be held in San Diego,  California.
        Judgment upon the award rendered  may  be  entered  in any court having
        jurisdiction  and  the parties hereby consent to the said  jurisdiction
        and venue, and further  irrevocably  waive  any  objection which either
        party  may  have  now  or  hereafter  to  the  laying of venue  of  any
        proceedings in said courts and to any claim that  such proceedings have
        been  brought in an inconvenient forum, and further  irrevocably  agree
        that a judgment or order in any such proceeding shall be conclusive and
        binding upon the parties and may be enforced in the courts of any other
        jurisdiction.
4.4.No Consequential  Damages.   IN  NO  EVENT SHALL EITHER PARTY OR ANY OF ITS
    --------------------------
   RESPECTIVE AFFILIATES BE LIABLE TO THE  OTHER PARTY OR ANY OF ITS AFFILIATES
   FOR  SPECIAL,  INDIRECT,  INCIDENTAL OR CONSEQUENTIAL  DAMAGES,  WHETHER  IN
   CONTRACT,  WARRANTY,  TORT,  NEGLIGENCE,   STRICT  LIABILITY  OR  OTHERWISE,
   INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS  OR  REVENUE,  OR  CLAIMS  OF
   CUSTOMERS OF ANY OF THEM OR OTHER THIRD PARTIES FOR SUCH OR OTHER DAMAGES.
5. MISCELLANEOUS PROVISIONS
5.1.Entire  Agreement.   This  Agreement,  each of the Exhibits hereto, and the
    ------------------
   separate  non-disclosure  agreement  constitute   and   contain  the  entire
   understanding and agreement of the parties respecting the  subject matter of
   the  Agreement  and  cancels  and  supersedes  any  all  prior negotiations,
   correspondence, understandings and agreements between the  parties,  whether
   oral or written, regarding such subject matter.
5.2.Further  Actions.   Each  party  agrees to execute, acknowledge and deliver
    -----------------
   such further instruments and to do  all  such other acts as may be necessary
   or  appropriate  in  order  to  carry out the purposes  and  intent  of  the
   Agreement.
5.3.Binding Effect.  This Agreement  and  the  rights  granted  herein shall be
    ---------------
   binding  upon and shall inure to the benefit of Cengent, Company  and  their
   successors and permitted assigns.
5.4.Assignment.   Neither  party  shall  assign the Agreement without the prior
    -----------
   written consent of the other party; provided, however, that either party may
   assign the Agreement without the prior  written  consent  of  the  other  in
   connection  with the sale or transfer of substantially all of its assets, or


<PAGE>


   in the event  of its merger or consolidation or change of control or similar
   transaction, or  to a 80% or more owned affiliate of a party.  Any permitted
   assignee shall assume all obligations of its assignor under the Agreement.
5.5.No Implied Licenses.  No rights to any other patents, know-how or technical
    --------------------
   information, or other intellectual property rights, other than as explicitly
   identified herein, are granted or deemed granted by the Agreement. No right,
   expressed or implied,  is  granted by the Agreement to a party to use in any
   manner the name or any other  trade  name or trademark of the other party in
   connection with the performance of the Agreement.
5.6.No Waiver.  No waiver, modification or  amendment  of  any provision of the
    ----------
   Agreement shall be valid or effective unless made in writing and signed by a
   duly authorized officer of each party (which, with respect to Cengent, shall
   mean its CEO, President, COO or CFO).  The failure of either party to assert
   a right hereunder or to insist upon compliance with any term or condition of
   the  Agreement  shall  not  constitute a waiver of that right  or  excuse  a
   similar subsequent failure to perform any such term or condition.
5.7.Force Majeure.  The failure  of a party to perform any obligation under the
    --------------
   Agreement  by reason of acts of  God,  acts  of  governments,  riots,  wars,
   strikes, accidents  or  deficiencies in materials or transportation or other
   causes of a similar magnitude beyond its control shall not be deemed to be a
   breach of the Agreement.
5.8.Independent Contractors.   Both  parties  are independent contractors under
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   the Agreement.  Nothing contained in the Agreement  is intended nor is to be
   construed  so  as  to  constitute  Cengent or Company as partners  or  joint
   venturers  with respect to the Agreement.   Neither  party  shall  have  any
   express or implied right or authority to assume or create any obligations on
   behalf of or  in  the  name of the other party or to bind the other party to
   any other contract, agreement or undertaking with any third party.
5.9.Notices and Deliveries.   Any formal notice, request, delivery, approval or
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   consent required or permitted  to  be  given under the Agreement shall be in
   writing  and shall be deemed to have been  sufficiently  given  when  it  is
   received,  whether  delivered  in  person,  transmitted  by  facsimile  with
   contemporaneous  confirmation,  or  delivery  by  registered  letter (or its
   equivalent) or delivery by certified overnight courier service, to the party
   to  which  it  is directed at its address shown below the party's  signature
   block on the Agreement  or  such other address as such party shall have last
   given by notice to the other party.
5.10.Public Announcements.  The  parties will make a good faith effort to agree
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   upon the timing and content of  any  initial  press release to the Agreement
   and the transactions contemplated herein. No initial  press  release will be
   made unless each party has approved its timing and content.
   5.10.1.Except to the extent already disclosed in that initial  press release
        or  other  public communication, no public announcement concerning  the
        existence or  the terms of the Agreement or concerning the transactions
        described herein  shall  be  made,  either  directly  or indirectly, by
        Company or Cengent, without first obtaining the approval  of  the other
        party  and  agreement  upon  the  nature,  text,  and  timing  of  such
        announcement,  which  approval  and agreement shall not be unreasonably
        withheld.
   5.10.2.The party desiring to make any such public announcement shall provide
        the other party with a written copy  of  the  proposed  announcement in
        sufficient  time prior to public release to allow such other  party  to
        comment upon such announcement, prior to public release.
5.11.Headings.  The captions  to the sections and articles in the Agreement are
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   not a part of the Agreement,  and  are  included  merely  for convenience of
   reference only and shall not affect its meaning or interpretation.
5.12.Severability.  If any provision of the Agreement becomes or is declared by
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   a court of competent jurisdiction to be illegal, unenforceable  or void, the
   Agreement shall continue in full force and effect without said provision, so
   long  as  the  Agreement,  taking  into  account  said  voided provision(s),
   continues to provide the parties with the same practical  economic  benefits
   as  the  Agreement  containing said voided provision(s) did on the Effective
   Date.  If, after taking  into  account said voided provision(s), the parties
   are unable to realize the practical  economic  benefit  contemplated  on the
   Effective  Date,  the  parties  shall  negotiate  in good faith to amend the
   Agreement to reestablish the practical economic benefit provided the parties
   on the Effective Date.
5.13.Applicable Law.  This Agreement shall be governed  by  and  interpreted in
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   accordance with the laws of the State of California without reference to its
   conflicts of laws provisions.
5.14.Counterparts.   This  Agreement  may  be  executed  in  counterparts,   or
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   facsimile  versions,  each  of  which shall be deemed to be an original, and
   both of which together shall be deemed to be one and the same agreement.
5.15.Facsimile Signatures.  The parties  hereto  (i) each  agree  to permit the
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   use,  from  time  to time and where appropriate under the circumstances,  of
   telecopied signatures  in  order to expedite the transaction(s) contemplated
   by the Agreement; (ii) each  intend to be bound by its respective telecopied
   signature; (iii) are each aware  that  the other will rely on the telecopied
   signature; and (iv) each acknowledge such reliance and waive any defenses to
   the enforcement of the documents effecting  the transactions contemplated by
   the Agreement based on a telecopied signature.  The parties covenant to each
   other that when they use telecopied signatures, they will in a timely manner
   send the other party the original signature.


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