Exhibit 10.3

AMENDED AND RESTATED AQUAMER,
  INC. 

    PATENT LICENSE AGREEMENT

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

WHEREAS, Partners in Biomaterials is
  the sole and exclusive owner of certain intellectual property rights, including
  patent rights in chemical compounds relating
  to a polymer hydrogel formulation based on a copolymer of three chemicals; i)
  polyvinylpyrrolidinone (PVP), ii) a derivative of PVP, and iii) an acrylic for
  the use in dermatological applications; and

WHEREAS, Aquamer, Inc.  desires to
  continue and expand its licenses from Partners in Biomaterials relating
  to such device in the fields of dermatology, urology, and gastroenterology, 
  including patent rights therefore, and Partners in Biomaterials desires to continue and expand such licenses to Aquamer,
  Inc., on the terms and conditions herein; and

WHEREAS, the Parties have entered
  into a Patent License Agreement as of October 14, 1999, as amended on  March 6,
  2002, all of which the Parties desire to replace and supercede in their
  entirety with this Agreement; and

NOW, THEREFORE, Partners in
  Biomaterials and Aquamer, Inc.  agree as follows:

1.    DEFINITIONS

1.1      "Affiliate" means
  any corporation or other entity, which directly controls or is controlled by Aquamer, Inc.  For the purpose of
  this Agreement, "control" shall mean the direct ownership of at least 50% of
  the outstanding voting shares or other voting rights of the subject entity to
  elect directors.

1.2      "Licensed Product"
  means any product or material distributed solely for use in the field of
  dermatology for application in the epidermis, dermis, or subcutaneous fatty
  tissue, urology, and gastroenterology the manufacture, use or sale of which by
  an unlicensed third party would constitute an infringement of a Valid Claim if
  such claim is or were to be included in an issued patent.

1.3      "Net Sales" means
  the gross revenues actually received by Aquamer, Inc. and its Affiliates and
  Sublicensees from sales of Licensed Products, less (i) normal and customary
  rebates, and cash and trade discounts, (ii) sales, use, value added, excise and
  other taxes, tariffs or duties actually paid, (iii) insurance costs and
  outbound transportation charges prepaid or allowed,. (iv) import and/or export
  duties actually paid, and (v) amounts allowed or credited due to returns.

1.4
         "Patent Rights" means all rights in U.S.
  patents 5,116,371 and 5,713,960 owned by Partners in Biomaterials and all
  divisions, continuations, continuations-in-part, and substitutions thereof, all
  foreign patent applications corresponding to these patents; and all U.S. and
  foreign patents issuing on any of the preceding, including extensions,
  reissues, and re-examinations.

1.5 "Valid
  Claim" means (i) a claim in a patent
  application within the Patent Rights, or (ii)a claim
  in an issued and unexpired patent included
  within the Patent Rights which has not been held unenforceable or invalid by a
  court or other governmental agency of competent jurisdiction, and which has not
  been admitted to be invalid or unenforceable through reissue, disclaimer or
  otherwise.

2. GRANTS

2.1      License/Grant. Partners in Biomaterials hereby grants to Aquamer, Inc.
  an exclusive, world wide, royalty-bearing license of the Patent Rights, with
  the right to grant and authorize sublicenses,
  to develop, make, have made, use, sell and otherwise distribute and exploit the
  Licensed Products.

2.2      No
  Implied Licenses. Nothing herein shall be construed as granting Aquamer,
  Inc., by implication, estoppel or otherwise, any license or other right under
  any patent or other intellectual property right of Partners in Biomaterials,
  except for the licenses expressly granted in Section 2.1.

2.3      Ownership.
  Aquamer, Inc. acknowledges and agrees that Partners in Biomaterials is and
  shall remain the sole and exclusive owner of the Patent Rights and that
  Aquamer, Inc. acquires no rights in or to any of the foregoing, other than the
  license rights specifically granted in Section 2.1.

3. ROYALTIES
  AND OTHER CONSIDERATION

3.1      Royalties.
  In consideration of the license granted to Aquamer, Inc., Aquamer, Inc. shall
  pay to Partners in Biomaterials a royalty equal to Five percent (5%) of Net
  Sales of any Licensed Products manufactured or sold by Aquamer, Inc., its
  Affiliates, or its sublicensees.

3.2      Prior to selling any
  Licensed Product in combination with another product whose use and sale are not
  covered by a Valid Claim, Aquamer, Inc. shall notify Partners in Biomaterials
  and the parties shall discuss the proposed sale of such a combination product.
  In the event that a Licensed Product is sold in combination as a single product
  with another product whose sale and use are not covered by a Valid Claim in the
  country for which the combination product is sold, Net Sales from such sales
  for purposes of calculating the amounts due under Section 3.1 above shall be
  calculated by multiplying the Net Sales of that combination by the fraction
  A/(A + B), where A is the gross selling price of the Licensed Product sold
  separately and B is the gross selling price of the other product sold
  separately. In the event that no such separate sales are made by Aquamer, Inc.,
  Net Sales for royalty determination shall be as reasonably allocated by
  Aquamer, Inc. between such Licensed Product and such other product, based upon
  their relative direct cost.

3.3      When all Valid Claims have
  expired, Aquamer, Inc., in consideration of the confidential information and
  know-how of Partners in Biomaterials shall pay to Partners in Biomaterials a
  royalty equal to two percent (2%) of Net Sales of any Licensed Products
  manufactured or sold by Aquamer, Inc., its affiliates or its sublicensees. 
  This payment shall then replace the Royalty is section 3.1 of this agreement.

3.4      Royalty
  Term. Royalties due under this Article 3 shall be payable on a country-by-country and Licensed Product-by-Licensed Product basis until the expiration of the last-to-expire Valid Claim covering such Licensed Product in such country.

3.5     Aquamer, Inc. further agrees
  to issue to Partners in Biomaterials 100,000 of  shares of common stock in
  Bellacasa Productions, Inc. within sixty (60) days of signing this agreement.  

4. PAYMENTS

4.1      Payments. Aquamer,
  Inc. agrees to pay all royalties due hereunder to Partners in Biomaterials
  within sixty (60) days after the last day of the calendar quarter in which they
  accrue.

4.2      Currency: Foreign Payments. All
  royalty payments due hereunder shall be paid in United States dollars. If any
  currency conversion shall be required in connection with the payment of any
  royalties hereunder, such conversion shall be made by using the exchange rate
  for the purchase of U.S. dollars reported by the Bank of America (or its
  successor) on the last business day of the calendar quarter to which such
  royalty payments related. 

4.3      Any income or other tax that must be withheld by
  applicable law on behalf of Partners in
  Biomaterials with respect to the royalties owed pursuant to this Agreement
  shall be deducted by Aquamer, Inc. from the royalties prior to remittance. Upon
  request by Partners in Biomaterials, Aquamer, Inc. shall furnish to Partners in
  Biomaterials evidence of any such taxes withheld.

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

5. REPORTS AND
  RECORDS

5.1      Royalty Reports.
  Aquamer, Inc. shall deliver to Partners in Biomaterials, within thirty (30)
  days after the end of each calendar quarter in which Licensed Products are
  sold, a report setting forth in reasonable detail the calculation of the
  royalties payable to Partners in Biomaterials for such calendar quarter,
  including the Licensed Products sold in each country, the Net Sales thereof  by
  Aquamer, Inc., its Affiliates, and its licensees and taxes withheld pursuant to
  paragraph 4.3. Such reports shall be Aquamer, Inc. Confidential Information
  pursuant to Article 7 herein.

5.2      Inspection
  of Books and Records. Aquamer, Inc. and its sublicensees shall
  maintain accurate books and records which enable the calculation of royalties
  payable hereunder to be verified. Aquamer, Inc. and its sublicensees shall
  retain the books and records for each quarterly period for three (3) years
  after the submission of the corresponding report under Section 5.1 hereof.
  Upon thirty (30) days prior notice to Aquamer, Inc., independent certified
  public accountants selected by Partners in Biomaterials may have access to
  Aquamer, Inc.’s, its Affiliates’, and its sublicensees’ books and records to
  conduct a review or audit once per calendar year during the term of the
  Agreement, at Partners in Biomaterials’ expense, for the sole purpose of
  verifying the accuracy of Aquamer, Inc.’s payments and compliance with this
  Agreement. The accounting firm shall report to Partners in Biomaterials only
  whether there has been a royalty underpayment and, if so, the amount thereof.
  If Aquamer, Inc. has underpaid Partners in Biomaterials by more than five
  percent (5%) in any year, then the expense of such review or audit shall
  be borne by Aquamer, Inc. Such access shall be permitted during Aquamer, Inc.’s
  normal business hours during the term of this Agreement and for two (2) years
  after the expiration or termination of this Agreement.

6. DILIGENCE 

6.1      Aquamer, Inc. agrees to use reasonable efforts to diligently develop and
  commercialize the Patent Rights, consistent with its prudent business judgment;
  provided, however, Partners in Biomaterials may terminate this Agreement if
  Aquamer, Inc., its  and Affiliates and sublicensees have not invoiced aggregate
  gross sales of at least Five Million Dollars ($5,000,000) of Licensed Products
  in the period from the date of approval to market the Licensed Products in the
  U.S. until the third anniversary of such date, or in any subsequent period of
  three (3) consecutive years.  Aquamer, Inc. shall notify Partners in
  Biomaterials within thirty (30) days after the first commercial sale of any
  Licensed Product.

6.2      Pursuant to to Section 3.10 of the Amended and Restated Aquamer, Inc. Product
  Supply Agreement, Aquamer, Inc. further agrees to purchase from Partners in
  Biomaterials Fifty Thousand Dollars ($50,000) worth of Licensed Products in
  each calendar year.

7. CONFIDENTIALITY

7.1      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").

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

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

7.4      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.

7.5      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.

7.6      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.

8. REPRESENTATIONS
  AND WARRANTIES

8.1      Partners in Biomaterials.
  Partners in Biomaterials represents and warrants that:

(i) it is the sole and exclusive
  owner of all right title and interest in the Patent Rights in the field of
  dermatology, urology and gastroenterology; (ii) such Patent Rights are free and
  clear of any lien, encumbrance, security interest and restriction on license;
  (iii) Partners in Biomaterials will not grant during the term of this
  Agreement, and has not granted which is still in effect, any right, license or
  interest in and to the Patent Rights, or any portion thereof, in the fields of
  dermatology, urology,  and, gastroenterology inconsistent with the license
  granted to Aquamer, Inc. herein; (iv) there are no actions, suits,
  investigations, claims or proceedings pending or threatened in any way relating
  to the Patent Rights in the fields of dermatology, urology, and 
  gastroenterology, (v) it is a corporation duly organized, validly existing, and
  in good standing under the laws of the State of California; (vi) the execution,
  delivery and performance of this Agreement have been duly authorized by all
  necessary corporate action on the part of Partners in Biomaterials; and (vii)
  Partners in Biomaterials is not aware of any third party whose products or
  activities may infringe on any of the Patent Rights.

8.2      Aquamer, Inc. Aquamer, Inc. represents and warrants that: (i) it is a corporation duly
  organized, validly existing, and in good standing under the laws of the State
  of Delaware (ii) the execution, delivery and performance of this Agreement  has
  been duly authorized by all necessary corporate action on the part of Aquamer,
  Inc.; and (iii) it is financially capable and will diligently pursue bringing
  Licensed Products to market during the term of this Agreement.

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

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

8.5      Effect of
  Representations and Warranties. It is understood that if the
  representations and warranties made by a party under this Article 8 are not
  true and accurate, and the other party incurs damages, liabilities, costs or
  other expenses as a result of such falsity, the party making such
  representations and warranties shall indemnify and hold the other party
  harmless from and against any such damages, liabilities, costs or other
  expenses incurred as a result of such falsity (including, without limitation,
  reasonable attorney’s fees and expenses).

9. PATENT PROSECUTION AND
  ENFORCEMENT

9.1      Prosecution.
  Each party shall have the sole right to control the filing, prosecution, and
  maintenance of its own patents.

9.2      Reimbursement of Patent Expenses. During the term of the Agreement, each party
  shall be responsible for costs and expenses incurred in the filing,
  prosecution, and maintenance of the patents owned by that party.  In the event
  that Aquamer, Inc. requests additional U.S. or  the international filing of a
  patent owned by Partners In Biomaterials, Aquamer, Inc. agrees to pay the costs
  and expenses incurred.

9.3      Enforcement. If
  either party hereto becomes aware that any Patent Rights in the   in the fields
  of dermatology, urology, and gastroenterology are being or have been infringed
  by any third party, or become involved in a declaratory judgment action,
  interference or opposition, such party shall promptly notify the other party
  hereto in writing describing the facts relating thereto in reasonable detail.
  Aquamer, Inc. shall have the initial right, but not the obligation, to
  institute, prosecute and control any action, suit or proceeding (an "Action")
  with respect to such Action, including any declaratory judgment action, at its
  expense, using counsel of its choice. Partners in Biomaterials shall have the
  right to participate in any such Action, at its own expense, using counsel of
  its choice. Any amounts recovered from third parties in any such Action shall
  be used first to reimburse Partners in Biomaterials and Aquamer, Inc. for their
  costs associated with such Action (including attorneys’ and expert fees) and
  any remainder treated as Net Sales hereunder. The Parties shall cooperate reasonably with each other in connection with any such Action.

10. ARBITRATION

If a dispute arises between the
  parties relating to the interpretation or performances 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.

11.  TERM AND TERMINATION

11.1      Term.
  This Agreement shall remain in perpetuity or
  until this Agreement is otherwise terminated as provided by this Agreement.

11.2      Termination
  for Cause. If either party materially breaches this Agreement, the other
  party may elect to give the breaching party written notice describing the
  alleged breach. If the breaching party has not cured such breach within sixty
  (60) days after receipt of such notice, the notifying party will be entitled,
  in addition to any other rights it may have under this Agreement, to terminate
  this Agreement effective immediately.

11.3      Termination
  for Insolvency. Either party may terminate this Agreement if the other
  becomes the subject of a voluntary or involuntary petition in bankruptcy or any
  proceeding relating to insolvency, receivership, liquidation, or composition or
  the benefit of creditors, if that petition or proceeding is not dismissed
  within sixty (60) days after filing.

11.4      Permissive
  Termination. Aquamer, Inc. may terminate this Agreement with respect to any
  country or any Patent Right with thirty (30) days written notice to Partners in
  Biomaterials.

11.5      Licenses. Upon any expiration or termination of this Agreement, all
  rights and licenses granted to Aquamer, Inc. hereunder shall terminate, and,
  each party shall return to the other all documents in its possession, or in the
  possession of its Affiliates or sublicensees, embodying, evidencing, or derived
  from Confidential Information of the other party.  

11.6     Accrued Rights. Termination of this
  Agreement shall not release either party from any obligation theretofore
  accrued.

11.7      Survival. Articles 4, 5, 7,
  8, 10 and 12 (except 12.3) of this Agreement shall survive termination of this
  Agreement for any reason.

12. MISCELLANEOUS

12.1      Governing
  Law. This Agreement shall be governed by and construed in accordance with the
  laws of the State of California.

12.2      The
  relationship of Partners in Biomaterials and Aquamer, Inc. established by this
  Agreement is that of independent contractors. Nothing in this Agreement shall
  be construed to create any other relationship between Aquamer, Inc. and
  Partners in Biomaterials. Neither party shall have any right, power or
  authority to assume, create or incur any expense, liability or obligation,
  express or implied, on behalf of the other.

12.3      Further Cooperation.
  The parties agree to discuss the development of further improvements to the
  Patent Rights  in the fields of dermatology, urology,  and gastroenterology and
  cooperate to pursue agreed improvements thereto, including adaptation of the
  Licensed Product subject to the terms of such further agreement as the parties
  may enter. 

12.4      Assignment. The
  parties agree that their rights and obligations under this Agreement may not be
  delegated, transferred or assigned to a third party without prior written
  consent of the other party hereto. Notwithstanding the foregoing, either party
  may transfer or assign its rights and obligations under this Agreement to a
  successor to all or substantially all of its business or assets relating to
  this Agreement whether by sale, merger, operation of law or otherwise. This
  Agreement shall be binding upon and accrue to the benefit of the successors,
  heirs and permitted assigns of the parties hereto.

12.5      LIMITATION OF LIABILITY.
  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL,
  CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THIS
  AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

12.6      Right to Develop
  Independently. Nothing in this Agreement will impair either party’s right
  to independently acquire, license, develop for itself, or have others develop
  for it, similar technology performing similar functions as the Patent Rights or
  to market and distribute products based on such other technology.

12.7      Any required notices
  hereunder shall be given in writing by certified mail or overnight express
  delivery service (such as DHL) at the address of each party below, or to such
  other address as either party may substitute by written notice. Notice shall be
  deemed served when delivered or, if delivery is not accomplished by reason or
  some fault of the addressee, when tendered.

If to Partners in Biomaterials:        466
  West Arrow

                                                     Suite
  H         

                                                     San Dimas, California, 91773

If
  to Aquamer, Inc.:                     Aquamer, Inc., Inc.

                                                     237 Cedar Hill Street, Ste 4

                                                    
  Marlborough, MA 01752

                                                    
  Att: President

    

  12.8      Confidential Terms. Except as expressly
  provided herein, each party agrees not to disclose any terms of this Agreement
  to any third party without the consent of the other party, except as required
  by securities or other applicable laws, to prospective investors and to such party’s
  accountants, attorneys and other professional advisors.

12.9      Force
  Majeure. Neither party will be responsible to the other party for
  nonperformance or delay in performance of any terms or conditions of this
  Agreement due to acts of God, earthquake, fire, acts of government, wars,
  riots, strikes, accidents in transportation, or other causes beyond its
  reasonable control.

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

12.11    Severability. In the event that any provisions of this Agreement are determined to be invalid
  or unenforceable by a court of competent jurisdiction, the remainder of the
  Agreement shall remain in full force and effect without said provision. The
  parties shall in good faith negotiate a substitute clause for any provision
  declared invalid or unenforceable, which shall most nearly approximate the
  intent of the parties in entering this Agreement.

12.12    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.

12.13    Entire
  Agreement. The parties hereto acknowledge that this Agreement and its
  Exhibits set forth the entire agreement and understanding of the parties hereto
  as to the subject matter hereof, and supersedes all prior discussions,
  agreements and writings in respect hereto.

12.14    Counterparts.
  This Agreement may be executed in two or more counterparts, each of which shall
  be deemed an original and which together shall constitute one instrument.

IN WITNESS WHEREOF, Partners in
  Biomaterials and Aquamer, Inc. have executed this Agreement by their respective
  duly authorized representatives.

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