Exhibit
  10.4

AMENDED AND RESTATED AQUAMER, INC. 

    PRODUCT SUPPLY
      AGREEMENT

This
  PRODUCT SUPPLY AGREEMENT ("Agreement") effective as of March 31, 2006 (the "Effective Date") by and between Aquamer,
  Inc., Inc., a Delaware corporation, with offices at 237 Cedar Hill Street, Ste
  4, Marlborough, MA 01752,  and Partners in Biomaterials, Inc., a California
  corporation, with offices at 466 West Arrow Highway, Suite H, San Dimas,
  California, 91773. Aquamer, Inc. and Partners in Biomaterials either
  individually or in the collective may be hereinafter referred to as a "Party"
  or the "Parties."  

BACKGROUND

WHEREAS,
  Aquamer, Inc. has a need for and desires to purchase certain polymer Products
  (as defined herein) and Aquamer, Inc. desires to purchase its requirements of
  such Products from Partners in Biomaterials;

WHEREAS, the Parties have entered
  into a Product Supply Agreement as of  October 14, 1999 as amended on March 6,
  2002, May 4, 2002, and October 19, 2005, all of which the Parties desire to
  replace and supercede in its entirety with this Agreement; and

WHEREAS,
  Partners in Biomaterials has acquired the right to manufacture, or have
  manufactured for it, and sell such polymer Products and desires to supply
  Aquamer, Inc. with its requirement for Products.

NOW,
  THEREFORE, in consideration of the foregoing and mutual promises and covenants
  contained herein, the Parties agree as follows:

1.   DEFINITIONS

The following
  terms shall have the following meanings herein:

1.1 
  "CE Mark" shall mean "Certified for Export," indicating that the product
  may be exported to and marketed in the European Common Market (EEC).

1.2  "FDA"
  shall mean the US. Food and Drug Administration.

1.3  "GMP" shall mean Good Manufacturing Practices as established by FDA regulations.

1.4 
  "Intellectual Property Rights" shall mean all current and future
  worldwide patents and other patent rights, copyrights, trade secrets, and all
  other intellectual property rights, including without limitation all
  applications and registrations with respect thereto.

1.5     "PMA"
  shall mean FDA "PreMarket Approval" to market and sell products in the U.S.

1.6 "Products" shall mean the high water content hydrogel product based on poly-N-vinylpyrrolidone as claimed in U.S. Patents 5,116,371 and
  5,713,960 attached hereto, and/or made a part hereof, of Exhibit C, and as set
  forth in Exhibit A attached hereto and described and made in accordance with
  the respective detailed Specification.

1.7    "Specifications"
  shall mean the technical and other specifications for the Products set forth in
  Exhibit A.

1.8    "Specified
  Use" shall mean the use of the Products in the fields of dermatology (for
  application of the Products in the epidermis, dermis, or subcutaneous fatty
  tissue),  urology, and  gastroenterology.

2.   OWNERSHIP 

Each
  party shall retain ownership of all Intellectual Property Rights owned by it as
  of the Effective Date. Nothing in this Agreement shall be construed to convey any
  title or ownership interest in and to any Intellectual Property Rights owned by
  either party hereto.

3.   PRODUCT MANUFACTURE AND SALE

3.1   Purchase
  and Sale.  Subject to the terms and conditions of this Agreement, Partners
  in Biomaterials agrees to manufacture and sell to Aquamer, Inc. all Products
  ordered by Aquamer, Inc. during the term of this Agreement for the Specified
  Use.

3.2   Exclusive
  Supplier.  During the term of this Agreement, Partners in Biomaterials
  shall be the exclusive supplier of Products to Aquamer, Inc. for its worldwide
  sales. Notwithstanding the foregoing, if Partners in Biomaterials is unable to
  supply Aquamer, Inc.’s requirements for Products, Aquamer, Inc. shall, until
  such time as Partners in Biomaterials can reasonably demonstrate manufacturing
  capacity, financing (if needed), sources of raw materials and ability to meet
  Aquamer, Inc.’s reasonable delivery schedule, sufficient to meet Aquamer,
  Inc.’s requirements for Products, have the right to secure access to the
  Products or any components from any other non-affiliated source. In that event,
  Aquamer, Inc. shall contract with the other source to manufacture the Products
  sufficient to meet Aquamer, Inc.’s requirements for Products during the interim
  period.  At such time when Partners In Biomaterials demonstrates sufficient
  manufacturing capacity, financing (if needed), sources of raw materials and
  ability to meet Aquamer, Inc.’s reasonable delivery schedule, Aquamer, Inc.
  shall cease to purchase further products from the other source.

3.3    Regulatory
  Approvals.   Aquamer, Inc. shall be solely respon­sible for regulatory
  clearances deemed necessary by individual  countries or regulatory bodies.
  Partners in Biomaterials shall use its best efforts to provide technical
  information and physical test data as requested by Aquamer, Inc. in support of
  such efforts to the extent that such information and/or physical test data is
  readily available and/or can be made available without unreasonable effort or
  expense. In the event that any such information and/or physical test data is
  not readily available by Partners in Biomaterials for Aquamer, Inc., then any
  expense incurred by Partners in Biomaterials arising from Aquamer, Inc.’s
  request shall be paid for by Aquamer, Inc.

3.4   Approved
  Manufacturing Facility.   Partners in Biomaterials shall ensure that its
  manufacturing facilities conform to European Community (EC) and ISO standards
  requirements at such time as is required for the sale of product for the
  Specified Use bearing a CE Mark and/or a PMA approval. 

3.5   Packaging
  Development.   Development and testing of packaging and procurement of
  containers for the Product shall be the responsibility of Aquamer, Inc. 
  Validation of the processes used to manufacture the Product in the packaging at
  Partners In Biomaterials shall be the responsibility of Partners In
  Biomaterials.

3.6   Orders. 
  Aquamer, Inc. may initiate purchases under this Agreement by submitting written
  purchase orders to Partners in Biomaterials at the address above, together with prepayment for one half of the
  Products ordered. All purchase orders shall contain: (a) purchase order number
  and date; (b) Product model number; (c) specification number and revision
  level; (d) part number and revision level; (e) quantity of Product(s) to be
  purchased; (f) shipping instruc­tions; (g) specified delivery date; (h)
  destination and billing address (if different from address listed above); (i)
  the net unit price for the Product(s); and j) an authorized signature.

3.7   Acceptance.  Purchase orders shall be binding when accepted by Partners
  in Biomaterials. Partners in Biomaterials shall acknowledge each purchase order
  in writing within ten (10) business days of receipt. Within such ten (10) day
  period, Partners in Biomaterials may only reject an order which does not
  conform with the terms and conditions of this Agreement. Notice of rejection
  must be sent to Aquamer, Inc. by telex or fax, followed by registered letter.
  If an order is neither confirmed nor rejected by Partners in Biomaterials
  within ten (10) business days of receipt, it shall be deemed to have been
  accepted.

3.8   Delivery
  Date.  Unless otherwise agreed in writing by the Parties, Partners in
  Biomaterials shall deliver Products no later than five (5) days after the date
  specified in an accepted purchase order, provided Partners in Biomaterials
  receives such purchase order at least ninety  (90) days prior to the specified
  delivery date. If Partners in Biomaterials receives a purchase order less than
  ninety (90) days before the specified delivery date, Partners in Biomaterials
  shall use reasonable commercial efforts to deliver such Products on the
  specified delivery date.

3.9   Shipping.  All Products subject to this
  Agreement shall be packaged in accordance with the Specifications set forth in
  the attached Exhibit A. Partners in Biomaterials shall mark all shipping con­tainers
  with necessary lifting, handling and shipping information, purchase order
  numbers, and date of shipment. An itemized packing list must accompany each
  shipment. Aquamer, Inc. will reimburse Partners in Biomaterials for all
  transportation, shipping and insurance expenses. In the event that Aquamer,
  Inc. requests special packaging or finishing for any order, as requested in
  writing in conjunction with the submission of a purchase order, Aquamer, Inc.
  shall pay the incremental cost for such special packaging or finishing;
  provided, however, Partners in Biomaterials agrees to pack any special
  documentation regarding the Products as may be requested by Aquamer, Inc., so
  long as such special documentation is readily available and/or can be made
  available without unreasonable effort or expense, at no additional charge. In
  the event that any such special documentation is not readily available by
  Partners in Biomaterials then any expenses incurred by Partners In Biomaterials
  arising from Aquamer, Inc.’s request shall be prepaid
  for by Aquamer, Inc..  Shipment will be F.O.B., Partners in Biomaterials’s
  plant. All shipping papers and/or invoices shall include the purchase order
  number and serial numbers of Products shipped.

3.10   Minimum Purchase.  Aquamer shall make minimum purchases of the Products
  of fifty thousand dollars ($50,000) in each calendar year.

3.11   Terms and Conditions.  This Agreement contains the terms and conditions
  which shall apply to all purchases of Products by Aquamer, Inc.. In ordering
  and delivering Products, Aquamer, Inc. and Partners in Biomaterials may use
  their standard forms but nothing in such forms shall amend or modify the terms
  of this Agreement. In case of conflict between such forms and this Agreement,
  the terms of this Agreement shall control.

4.    RESCHEDULING  

4.1   Changes. 
  Aquamer, Inc. may delay delivery for up to sixty (60) days from the scheduled
  delivery date of a purchase order previously accepted by Partners in
  Biomaterials, provided Aquamer, Inc. provides Partners in Biomaterials notice
  at least thirty (30) days prior to the specified delivery date. Partners in
  Biomaterials will use reasonable commercial efforts to meet all rescheduled
  delivery dates.  Aquamer, Inc. may advance delivery of a shipment only by written agreement with Partners In Biomaterials
  based on the earlier availability of the Product.

4.2   Delayed
  Delivery.  Partners in Biomaterials shall promptly notify Aquamer, Inc. if
  any circumstance outside its reasonable control arises which could result in
  delivery of a Product after the specified delivery date of an accepted purchase
  order. If Aquamer, Inc. has not received Products for which Partners in
  Biomaterials accepted a purchase order within thirty (30) days following the
  specified delivery date, Aquamer, Inc. shall be entitled to cancel such order,
  in whole or part, without any obligation or liability to Partners in
  Biomaterials.

5.   PRICING

5.1   Product Prices.  The price for Products
  (unit = sterile 1cc syringe of hydrogel with labeling according to Aquamer,
  Inc. specifications) subject to this Agreement shall be those listed on
  attached Exhibit B. All prices are in United States dollars. 

5.2    Price Adjustment.  The prices as set forth
  in Exhibit B shall be reviewed annually on a calendar year basis
  commencing January 1,  2007  and shall be adjusted to reflect the percentage
  increase or decrease during the preceding calendar year in the Consumer Price
  Index ("All Urban Consumers").  Notwithstanding anything contained herein to
  the contrary, any such adjustment for any given period shall not increase or
  decrease any price by more than two-and-one-half percent (2.5%). If during the
  term of this Agreement revised  prices are put into effect by Partners in
  Biomaterials, such revised  prices shall apply only to purchase orders received
  after such revised prices are put into effect by Partners in Biomaterials and
  in any event, shall be applied only to quantities ordered and shipped, on a pro-rata basis, in accordance with the attached Exhibit B.

5.3   Taxes. 
  All prices described herein are exclusive of federal, state and local excise,
  sales, use and similar taxes. Aquamer, Inc. shall be liable for and shall pay
  all applicable taxes invoiced by Partners in Biomaterials unless Aquamer, Inc.
  provides Partners in Biomaterials with a properly executed tax exemption
  certificate prior to delivery.

6.   PAYMENT

6.1   Payment.
  Partners in Biomaterials shall issue Aquamer, Inc. individual invoices for each
  Product shipment. Each such invoice shall separately list the price of each
  Product, taxes, transportation, shipping and insurance charges, and any special
  packaging or finishing charges. Prior to acceptance of an order by Partners in
  Biomaterials under paragraph 3.7, Aquamer, Inc. shall pay 50% of the total
  price of the order in advance and the balance  within forty five (45) days of
  the date of such invoice or the delivery date, whichever is later.

6.2   Payment
  Method. Aquamer, Inc. shall make payment to Partners in Biomaterials for
  Products by check or by wire transfer to an account specified by Partners in
  Biomaterials.

6.3   Overdue
  Payments. Payments more than thirty (30) days overdue will be
  subject to a service charge of one percent (1%) per month or the maximum amount
  allowed by law, whichever is less.

6.4   In
  the event that final payment for any shipment made to Aquamer, Inc. is more
  than 30 days overdue, Partners in Biomaterials shall have no obligation to fill
  subsequent orders placed by Aquamer, Inc., and Partners in Biomaterials shall
  have the right to apply prepayment moneys made for such subsequent orders to
  such overdue payments.

7.   FORECASTS

Within thirty
  (30) days following acceptance of the Product pursuant to Section 2.1, and on a
  quarterly basis thereafter, Aquamer, Inc. shall provide Partners in
  Biomaterials with a forecast of Aquamer, Inc.’s anticipated
  quarterly requirements of Products for the following twelve (12) month period
  commencing on the date of such forecast. It is understood that such forecast is
  not binding but Aquamer, Inc. shall use all reasonable efforts to make each
  forecast as accurate as possible, particularly as it pertains to the six (6)
  months immediately following the date of such forecast.

8.   PRODUCT
  QUALITY

8.1  Quality
  Assurance Program. Partners in Biomaterials agrees to assure the quality
  level of Products through the use of a formal quality assurance program
  reasonably acceptable to Aquamer, Inc. Such program shall require Partners in Biomaterials
  to prepare and maintain written records sufficient to enable Aquamer, Inc. to
  trace the history of each Product. Pursuant to such program, Partners in
  Biomaterials shall place lot numbers on all Products to enable the
  identification and tracing of Products. During the term of the Agreement,
  Aquamer, Inc. shall have the right to audit such quality assurance program
  together with the manufacturing and storage of Products, at its expense, during
  regular business hours upon forty-eight (48) hours advance notice to Partners
  in Biomaterials.

8.2  Inspection.
  Partners in Biomaterials shall conduct a final inspection and quality control
  test on each Product prior to shipment to verify that such Products meet and
  conform with the Specifications. Each shipment of Products shall be accompanied
  by a quality assurance analytical data sheet (the "Quality Assurance Data
  Sheet").

8.3  Acceptance
  by Aquamer, Inc. In accordance with Section 8.1, no inspection or test made
  prior to final inspection and acceptance at Aquamer, Inc.’s facility shall
  relieve Partners in Biomaterials of responsibility for defects or other failure
  to supply Products that conform to the Specification or respective purchase
  order. Final inspection and acceptance shall be at Aquamer, Inc.’s facility,
  and shall be performed within a reasonable time, and in any event within the
  specified payment period as detailed in Section 6.1.

8.4  Latent
  Defects. It is understood that Products may have defects which would not be
  discoverable upon reasonable physical inspection or testing (the "Latent
  Defects"). As soon as either Aquamer, Inc. or Partners in Biomaterials becomes
  aware of a Latent Defect in any Product it shall immediately notify the other
  Party and, at either Party’s election, such Products shall be deemed non-conforming to the Specifications and rejected as of the date of such notice unless such defects
  resulted from additional processing after shipment from Partners in
  Biomaterials, from improper storage, handling or use by Aquamer, Inc. or from
  normal wear and tear or improper, unqualified or unauthorized repair of the
  products.

9.   REGULATORY
  AFFAIRS AND FDA APPROVAL

9.1   General. 
  Each party agrees to conduct its activities pursuant to this Agreement in
  accordance with United States and/or international regulatory laws, as may be
  applicable, as applied to clinical trial protocols, device commercialization
  and the protection of patient health, welfare, and safety, and any other
  governmental restrictions.

9.2   Notification. 
  Each party agrees to notify the other party in a timely manner of any adverse
  event, technical or clinical, which may involve a Product. Aquamer, Inc. agrees
  to monitor the use of the Products in accordance with United States and/or international regulatory laws, and in a manner to ensure adequate and
  timely data collection in order to identify, quantify and correct any
  anticipated or unanticipated adverse events. In the event that either Party
  determines a recall is necessary, both Parties will cooperate fully with each
  other and any governmental entity required in effecting the recall.

9.3  Regulatory Inquiries.  Each Party agrees to notify the other in the
  event of any United States or international regulatory inspection, notification
  or communication which may involve the Products. Each Party shall cooperate
  fully with the other Party in responding to United States or any international
  regulatory queries regarding the Products for or about the Specified Use.

9.4 
  During the term of the Agreement, Aquamer, Inc. shall provide to Partners in
  Biomaterials within 30 days after written request all test data provided to any
  and all regulatory agencies worldwide, including the FDA, and all
  correspondence to and from such regulatory agencies regarding the Product in
  all licensed fields.  Partners in Biomaterials are free to disclose and/or use
  such data for any purpose during the term of this agreement provided such
  information is not used in the fields of dermatology, urology, and
  gastroenology during the term of this Agreement.  

10.   PRODUCT WARRANTY

10.1  Express Warranty.  Partners in Biomaterials hereby warrants to Aquamer,
  Inc. that:

(a)  on the
  date of shipment, all Products sold by Partners in Biomaterials to Aquamer,
  Inc. hereunder will comply with the Specifications for such Products as set
  forth in Exhibit A and any further specifications, standards and/or criteria
  agreed upon by both Parties in writing, conform fully with the Quality
  Assurance Data Sheet provided for the particular lot of Products according to
  Section 8.2 hereof, and do not contain previously identified Latent Defects;

(b)  Products
  purchased hereunder shall meet the requirements of paragraph 10.1(a) throughout
  the "shelf life" then specified on the Products labels;

(c)   all of the
  Products sold hereunder as approved Products, as evidenced by a CE Mark or PMA
  approval, shall have been manufactured, packaged and stored in conformance with
  all applicable current GMP which are in force by the FDA or any successor
  agency thereto at the time of manufacture; and

(d)  title to
  all Products sold hereunder shall pass to Aquamer, Inc. as provided herein free
  and clear of any security interest, lien, or other encumbrance upon payment in
  full.

(e)   Partners
  in Biomaterials makes no warranties whatsoever that the Licensed Products can
  be safely and effectively used in any particular application.  

10.2   Effect
  of Warranty.

(a)   If any Products purchased hereunder do not meet the
  warranties specified herein, Aquamer,
  Inc. may, at its option (i) require Partners in Biomaterials to replace or
  correct at no cost to Aquamer, Inc. any defective or nonconforming Products,
  (ii) return any nonconforming Products to Partners in Biomaterials at Partners
  in Biomaterials’s expense and recover from Partners in Biomaterials a refund
  for the defective product.

(b) 
  Waiver by Aquamer, Inc. of any specification requirement in writing for one or
  more items shall not constitute a waiver of such requirements for remaining
  items unless expressly agreed by Aquamer, Inc. in writing.

10.3   Exclusions. 
  The express warranties set forth in Section 10.1 above shall not apply to
  defects to a Product which result from additional processing after shipment
  from Partners In Biomaterials; from improper storage, handling, or use by and
  from normal wear and tear or improper, unqualified or unauthorized repair of
  Products.

10.4   Disclaimer. 
  EXCEPT FOR THE ABOVE EXPRESS WARRANTIES, PARTNERS IN BIOMATERIALS MAKES NO
  WARRANTIES WITH RESPECT TO THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY
  OTHER PROVISION OF THIS AGREEMENT, AND PARTNERS IN BIOMATERIALS SPECIFICALLY
  DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
  PURPOSE.

10.5   Returns.  
  Subject to Section 10.2 above, Aquamer, Inc. may send Products with defects
  covered by the foregoing warranties to Partners in Biomaterials at an address
  specified by Partners in Biomaterials from time to time. Aquamer, Inc. shall
  request authorization from Partners in Biomaterials prior to the return of each
  defective Product for replacement by Partners in Biomaterials. Upon such
  request, Partners in Biomaterials shall provide Aquamer, Inc. with a Material
  Return Authorization (MIRA) tracer number to be prominently displayed on the
  shipping container for the defective Product. Once Partners in Biomaterials
  authorizes the return of any defec­tive Product, Aquamer, Inc. shall ship such
  Product, freight prepaid, in its original shipping container or in a container
  of equivalent protective constitution.

11.   CONFIDENTIALITY 

11.1   General.  Partners in
  Biomaterials and Aquamer, Inc. shall each hold in confidence and not disclose
  to any third party during the term of this Agreement and for a period of five
  (5) years thereafter, unless authorized in
  advance in writing any product, technical, manufacturing, process, marketing,
  financial, business or other intonation, ideas, or know-how delivered by the
  other party and identified in writing as confidential or oral information
  disclosed by one party to another pursuant to this Agreement, provided that
  such information is designated as confidential at the time of disclosure and
  within thirty (30) days after its oral disclosure is reduced to a written
  summary by the disclosing party, which summary is marked in a manner to
  indicate its confidential nature and delivered to the receiving party
  (collectively "Confidential Information").

11.2     Each party agrees that it
  will not use any Confidential Information received from the other except for
  the purposes of this Agreement.

11.3    Each party shall immediately
  advise the disclosing party of any disclosure, loss or use of Confidential
  Information in violation of this Agreement.

11.4    Protection
  of Confidential Information. Each party shall implement reasonable
  procedures to prohibit the disclosure, unauthorized duplication, use or removal
  of such Confidential Information and shall not disclose Confidential
  Information received from the disclosing party to any third party except its
  affiliates and sublicensees, and then only as may be necessary and required in
  connection with the rights and obligations of such party under this Agreement,
  and subject to confidentiality obligations at least as protective as those set
  forth herein. Without limiting the foregoing, each of the parties shall use at
  least the same procedures and degree of care which it uses to prevent the
  disclosure of its own proprietary information to prevent the disclosure of
  Confidential Information.

11.5    Public Disclosures.
  Each party shall provide to the other party copies of any proposed publication
  or abstract reporting on the Patent Rights prior to submission of such
  documents. Proposed publications shall be supplied at least sixty (60) days in
  advance of submission to a journal, editor or other third party, and proposed
  abstracts at least thirty (30) days prior to such submission in either case
  unless such submission is not reasonably practicable and disclosure is required
  by law or regulation, in which case, as soon as reasonably possible.  In
  addition, the topic and contents of any proposed oral disclosures regarding the
  Patent Rights which will be made to third persons by either party shall be
  disclosed in writing to the other party at least thirty days prior to any
  proposed oral presentation. The other party shall have thirty (30) days after
  receipt of such proposed publications and disclosures to review them. At either
  party’s request, the other party will delay submitting abstracts or manuscripts
  or making public presentations for up to thirty (30) days to allow for the
  filing of patent applications. Each party agrees that it will honor the other
  party’s reasonable requests to remove or modify the Confidential Information
  included in any such proposed public disclosure.

11.6    Exceptions.
  Notwithstanding the above, Confidential Information shall not include
  information which: (i) was generally known and available in the public domain
  at the time it was disclosed, or becomes generally known and available in the
  public domain through no fault of the receiving party; (ii) was known to the
  receiving party at the time of disclosure, as shown by written records; (iii)
  is disclosed with the prior written approval of the disclosing party; (iv) was
  independently developed by the receiving party without the use of or reliance
  on any Confidential Information, as shown by written records prepared
  contemporaneously with such independent development; (v) becomes known to the
  receiving party from a third party without any obligation of confidentiality to
  the disclosing party; (vi) is disclosed pursuant to the order or requirement of
  a court, administrative agency, or other governmental body; provided, that the
  receiver shall provide reasonable advance notice thereof to enable the owner to
  seek a protective order or otherwise prevent such disclosure; or (vii) is
  disclosed to attorneys, accountants or other advisors to such Party, or banks,
  or another financing source (or their advisors) or in connection with a merger,
  acquisition or securities offering, subject to a non-disclosure agreement.

12.   LIMITATION
  OF LIABILITY

EXCEPT
  FOR ANY DAMAGES ARISING OUT OF A BREACH BY EITHER PARTY OF SECTION 11, IN NO
  EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF THIS AGREEMENT OR THE
  TERMINATION OF THIS AGREEMENT EXCEED THE AMOUNTS RECEIVED BY PARTNERS IN BIOMATERIALS
  HEREUNDER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF
  SUBSTITUTE PRODUCTS OR SERVICES. IN NO EVENT SHALL EITHER PARTY HAVE ANY
  LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER
  CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT,
  INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, EVEN IF SUCH PARTY
  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL
  APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13.   REPRESENTATIONS AND WARRANTIES

13.1  Aquamer,
  Inc. represents and warrants on a continuing basis that: (i) it has the
  right to enter this Agreement, is a corporation duly organized, validly
  existing, and in good standing under the laws of Delaware, (ii) has the power
  and authority to execute and deliver this Agreement and to perform its
  obligations hereunder, (iii) has by all necessary corporate action duly and
  validly authorized the execution and delivery of this Agreement and the
  performance of its obligations here­under, and (iv) there are no actions,
  suits, investigations, claims or proceedings pending or threatened in any way
  relating to the Products in the field of dermatology, urology, and
  gastroenterology.

13.2   Partners
  in Biomaterials represents and warrants on a continuing basis that: (i) it owns
  U.S. Patent Nos. 5,116,371 and 5,713,960 which cover the Products, (ii)
  Partners in Biomaterials developed its method of manufacturing the Products
  wholly on its own and did not use any trade secret technology of third parties,
  (iii) Partners in Biomaterials has the right to provide the Products free and
  clear of any lien, encumbrance or security interest, (iv) Partners in
  Biomaterials has the right to enter this Agreement, is a corporation duly
  organized, validly existing and in good standing under the laws of the State of
  California, (v) has the power and authority, to execute and deliver this
  Agreement and to perform its obligations hereunder, (vi) it has by all necessary
  corporate action duly and validly authorized the execution and delivery of this
  Agreement and the performance of its obligations hereunder, and (vii) it has to
  and will not during the term of this Agreement enter into any agreement which
  conflicts with or which will result in any breach of, or constitute a default
  under, any note, security agreement, commitment, contract or other agreement,
  instrument or undertaking to which Partners in Biomaterials is a party. 

13.3   Each signator to this
  Agreement personally warrants that he or she is authorized by his or her
  respective party to execute this Agreement.

13.4   Effect
  of Representations and Warranties.  It is understood that if the
  representations and warranties under this Article 14 are not true and accurate
  at any time during the term of the Agreement and the nonbreaching party (i.e.,
  Partners in Biomaterials or Aquamer, Inc., as the case may be) incurs any
  liabilities, costs or other expenses as a result of such falsity, the breaching
  party  shall indemnify and hold harmless the other party and its affiliates for
  any such liabilities, costs or expenses incurred to the limit stated in Section
  12. 

14. TERM AND
  TERMINATION

14.1   Term. 
  This Agreement shall commence on the Effective Date and shall have a term of
  twenty-five (25) years unless terminated earlier as provided herein; provided,
  however, if Aquamer, Inc. does not receive FDA approval for the sale of the
  Product within four (4) years of the Effective Date of the Agreement, the
  Agreement shall automatically be extended for one additional two (2) year
  period.

14.2   Termination
  for Cause.  Either party may, without penalty, terminate this Agreement or
  cancel any purchase order or portion thereof effective upon written notice to
  the other party in the event of one of the following events:

(a)   The other party materially breaches this Agreement, including, without
  limitation, by failing to deliver conforming Products on the requested delivery
  dates set forth on Aquamer, Inc.’s purchase orders, and such breach remains
  uncured for thirty (30) days following written notice of breach by the
  nonbreaching party, unless such breach is incurable in which event termination
  shall be immediate upon receipt of written notice; provided, however, that in
  the event Partners in Biomaterials, Inc. makes more than one late delivery in a
  six (6) month period, Aquamer, Inc. shall have the right to procure Products
  from third parties for a period of one year;

(b)   non-payment of invoices for greater than 120 days

(c   inability to produce Product in a facility which complies with
  ISO/FDA requirements pursuant to a written notice from ISO or the FDA   

(d)   A petition for relief under any bankruptcy statute is filed by or
  against the other party, or the other party makes an assignment for the benefit
  of creditors, or a receiver is appointed for all or a substantial part of the
  other party’s assets, and such petition, assignment or appointment is not
  dismissed or vacated within sixty (60) days. 

14.3  Permissive Termination.  

(a)   Partners
  may terminate this agreement by giving twelve (12) months written notice to
  Aquamer.  

(b)   Aquamer may, within the first nine (9) months of the
  notice period set forth in Par. 14.3(a), purchase a written description of the
  process and a non-exclusive worldwide and perpetual license to use the process
  and and manufacture the product, upon a payment of eighty thousand dollars
  ($80,000.00).

14.4   Effect
  of Termination or Expiration.

(a)   In the
  event of a termination or expiration of this Agreement the provisions of this
  Agreement shall continue to apply to all purchase orders accepted by Partners
  in Biomaterials prior to the effective date of such termination or expiration.
  Termination or expiration of this Agreement shall not relieve or release either
  party from making payments which obligation has accrued prior to such
  termination.

 (b)  In the
  event of the default by either Party, the non-defaulting party may take any
  reasonable steps which the non-defaulting party deems appropriate and which are
  authorized by law or this Agreement to obtain the benefit of its bargain
  pursuant to this Agreement in addition to or in lieu of the termination
  procedure set forth in this Paragraph.

14.5   Survival. 
  Sections 6, 10, 11, 13, 14, 15, and 16  shall survive the termination of this
  Agreement for any reason.

15.   DISPUTE
  RESOLUTION

If a dispute arises between the
  parties relating to the interpretation or performance of this Agreement or the
  grounds for the termination thereof, representatives of the parties with
  decision-making authority shall meet to attempt in good faith to negotiate a
  resolution of the dispute prior to pursuing other available remedies.  Such
  meeting shall occur within twenty (20) days of a party requesting such
  meeting.  Partners in Biomaterials and Aquamer, Inc. agree that any dispute or
  controversy between the parties hereto arising out of, in relation to, or in
  connection with this Agreement, or the validity, enforceability, construction
  performance or breach thereof, shall be finally settled by binding arbitration
  in Los Angeles, California, United States of America, under the then-current Licensing Agreement Rules of the American Arbitration Association by one (1) arbitrator
  appointed in accordance with such Rules. The rules of discovery determined by
  the arbitrator shall apply thereto. The parties agree that judgment upon the
  decision and/or award rendered by the decision may be entered in any court of
  competent jurisdiction. The parties agree that, any provision of applicable law
  notwithstanding, they will not request, and the arbitrator shall have no
  authority to award, punitive or exemplary damages against any party. The costs
  of the arbitration, including administrative fees and fees of the arbitrator,
  shall be shared equally by the parties. Each party shall bear the cost of its
  own attorneys’ fees and expert fees.

16.   MISCELLANEOUS

16.1   Independent
  Contractors.  The relationship of Partners in Biomaterials and Aquamer,
  Inc. established by this Agreement is that of independent contractors, and
  nothing contained in the Agreement shall be construed to (i) give either party
  the power to direct and control the day-to-day activities of the other, (ii)
  constitute the Parties as partners, joint venturers, co-owners or otherwise as
  participants in a joint or common undertaking, or (iii) allow either party to
  create or assume any obligation on behalf of the other party for any purpose
  whatsoever.

16.2   No
  Restriction on Competition.  Notwithstanding any provision within this Agreement,
  nothing herein contained shall be interpreted so as to limit the rights of the
  Parties in the development, manufacture or sale of any other product(s) which
  may directly or indirectly compete with the Products, the Specified Use, or any
  other product or application of either Party.

16.3   Governing Law.  This Agreement shall be governed by the laws of California, without reference to principles of conflicts of laws.

16.4   Compliance with Laws.  Both Parties shall perform this Agreement in
  compliance with all applicable federal, state and local laws, rules and
  regulations. Each party shall indemnify the other party for loss or damage
  sustained because of the first party’s noncompliance with any such law, rule or
  regulation. Each party shall furnish to the other party any information
  requested or required by the first party during the term of this Agreement or
  any extensions hereof to enable the first party to comply with the requirements
  of any U.S. or foreign federal, state and/or government agency.

16.5   Aquamer, Inc. Trademarks.  Aquamer, Inc., in its sole discretion, may
  select the trademarks, trade names and trade dresses to be used in connection
  with each Product and all such trademarks, trade names and trade dresses shall
  be and become the exclusive property of Aquamer, Inc.. Partners in Biomaterials
  shall not adopt any trademark, trade name or trade dress that may be
  confusingly similar therewith. Partners in Biomaterials shall acquire no
  interest or rights in and to any trademarks, trade names and trade dresses
  selected or used by Aquamer, Inc.. Aquamer, Inc. shall have the right to remove
  any Partners in Biomaterials trademarks incorporated or marked on, or fixed to
  the Products.

16.6   No Use of Names.  Neither party will use the name of the other in its
  advertising or promotional materials without the prior written consent of such
  other party.

16.7   Force Majeure.  Neither party shall be held responsible for any delay or
  failure in performance hereunder caused by strikes, embargoes, unexpected
  government requirements, civil or military authorities, acts of God, or by the
  public enemy or other causes reasonably beyond such party’s control and without
  such party’s fault or negligence.

16.8   Notices. 
  All notices or reports permitted or required under this Agreement shall be in
  writing and shall be delivered in person, mailed by first class mail, postage
  prepaid, (registered or certified) to the party to receive the notice at the
  address set forth at the beginning of this Agreement or such other address as
  either party may specify in writing. All such notices shall be effective upon
  receipt.

16.9   Assignment. 
  The Parties shall not assign, to any unaffiliated entity or person, any of
  their rights or obligations under this Agreement without the prior written
  consent of the other Party, which consent shall not be unreasonably withheld.

16.10  Severability. 
  If any provision(s) of this Agreement shall be held invalid, illegal or
  unenforceable by a court of competent jurisdiction, this Agreement shall
  continue in full force and effect without said provision.

16.11   Modification:
  Waiver.  This Agreement may not be altered, amended or modified in any way
  except by a writing signed by both Parties. The failure of a party to enforce
  any provision of the Agreement shall not be construed to be a waiver of the
  right of such party to thereafter enforce that provision or any other provision
  or right.

16.12   Entire
  Agreement.  This Agreement and the exhibits hereto represent and constitute
  the entire agreement between the Parties and supersede all prior agreements,
  amendment and understandings with respect to the matters covered by this
  Agreement.



AQUAMER, INC.                                                       PARTNERS
  IN BIOMATERIALS, INC

By:             /s/ Edwin A. Reilly                                                By:       /s/ Robert Ainpour                    

Print Name:  Edwin A. Reilly                                                  Print
  Name:  Robert Ainpour                  

Title:   President                                                                      By:       /s/ James Christensen                

                                                                                               Print
  Name:  James Christensen             






  



EXHIBIT A

DESCRIPTION OF PRODUCT

         The
  polymeric material is a hydrogel comprising of a copolymer of three chemicals;
  I) polyvinylpyrrolidinone (PVP), ii) a derivative of PVP, and iii) an acrylic. 
  The polymer formulation is also derived by the addition of an initiator and a
  cross-linker.  Physicial properties include percent water content greater than
  90%, pH between 6.5 and 8.5 and viscosity less than 500 cps at 1000 sec-1.




  



EXHIBIT B

COMMERCIAL PRODUCT PRICING SCHEDULE