EXHIBIT 10.8

                            SHARE EXCHANGE AGREEMENT

      SHARE EXCHANGE AGREEMENT (this  "Agreement"),  dated July __, 2005, by and
between Akid Corporation  ("Akid"),  a Colorado corporation having an address at
34 West 33rd  Street,  New York,  NY  10001,  and  Halcyon  SA  ("Halcyon"),  an
individual having an address at 750 Broad Street, Shrewsbury, NJ 07702.

                              W I T N E S S E T H :

      WHEREAS,   Mazal  Plant   Pharmaceuticals,   Inc.  ("Mazal"),  a  Delaware
corporation, is a subsidiary of Akid;

      WHEREAS, pursuant to a Subscription Agreement dated April 6, 2005, Halcyon
purchased  Fifty  Thousand  (50,000)  shares of the  common  stock of Mazal (the
"Mazal Shares");

      WHEREAS,  the parties hereto desire that Halcyon exchange the Mazal Shares
for Fifty  Thousand  (50,000)  shares of the common stock of Akid (the "Exchange
Shares") in accordance with the terms hereof;

      NOW,   THEREFORE,   in  consideration  of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:

1. Share  Exchange.  Subject to the terms and conditions  stated herein,  at the
Closing,  (a) Halcyon shall assign,  transfer,  convey, and deliver to Akid, and
Akid shall accept and  acquire,  the Mazal Shares and any and all rights in such
shares to which it is entitled,  and by doing so will be deemed to have assigned
all of its right,  title and  interest in and to all such Mazal  Shares to Akid,
and (b) Akid shall issue to Halcyon,  and Halcyon  shall accept and acquire from
Akid, the Exchange Shares (collectively,  the "Exchange").  If one or more stock
certificates  representing the Mazal Shares has been issued,  such conveyance of
the Mazal Shares shall be evidenced by such stock certificate(s),  duly endorsed
in blank or  accompanied  by stock  powers  duly  executed  in  blank,  or other
instruments of transfer in form and substance reasonably satisfactory to Akid.

2. The Closing.  The closing (the  "Closing") of the  transactions  contemplated
hereunder shall take place  simultaneously  with the execution of this Agreement
at such place as the parties may agree.

3. Representations and Warranties; Indemnification.

      3.1 Representations and Warranties of Halcyon. As an inducement to Akid to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
herein, Halcyon represents and warrants to Akid as follows:
<PAGE>

      (a) Authority. (1) Halcyon has the requisite corporate power and authority
to enter  into  and  perform  its  obligations  under  this  Agreement;  (2) the
execution and delivery of this Agreement by Halcyon and the  consummation  by it
of the transactions contemplated hereby and thereby have been duly authorized by
all  necessary  corporate  action and no further  consent  or  authorization  of
Halcyon or its Board of Directors  or  stockholders  is  required;  and (3) this
Agreement  has been duly  executed and  delivered by Halcyon and  constitutes  a
valid  and  binding  obligation  of  Halcyon   enforceable  against  Halcyon  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy,  insolvency,  or similar laws  relating to, or affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

      (b)  Ownership.  Halcyon is the sole  record and  beneficial  owner of the
Mazal Shares, has good and marketable title to the Mazal Shares,  free and clear
of all Encumbrances  (hereafter defined),  and has full legal right and power to
sell,  transfer  and deliver the Mazal  Shares to Akid in  accordance  with this
Agreement.  "Encumbrances" means any liens,  pledges,  hypothecations,  charges,
adverse claims, options,  preferential arrangements or restrictions of any kind,
including,  without  limitation,  any restriction of the use, voting,  transfer,
receipt of income or other exercise of any  attributes of ownership,  other than
as provided under applicable securities laws. Upon the execution and delivery of
this Agreement, Akid will receive good and marketable title to the Mazal Shares,
free and  clear of all  Encumbrances.  There  are no  stockholders'  agreements,
voting trust, proxies,  options, rights of first refusal or any other agreements
or understandings with respect to the Mazal Shares.

      (c) No Conflict.  None of the execution,  delivery, or performance of this
Agreement,  and  the  consummation  of  the  transactions  contemplated  hereby,
conflicts or will conflict with, or (with or without notice or lapse of time, or
both)  result in a  termination,  breach  or  violation  of (i) any  instrument,
contract or agreement to which Halcyon is a party or by which it is bound, or to
which the Mazal Shares are subject; or (ii) any federal, state, local or foreign
law, ordinance,  judgment, decree, order, statute, or regulation, or that of any
other governmental body or authority, applicable to Halcyon or the Mazal Shares.

      (d) No Consent.  No consent,  approval,  authorization or order of, or any
filing or  declaration  with any  governmental  authority or any other person is
required for the  consummation by the Halcyon of any of the  transactions on its
part contemplated under this Agreement.

      (e) Own  Account.  Halcyon is acquiring  the  Exchange  Shares for its own
account as principal,  not as a nominee or agent, for investment  purposes only,
and not  with a view  to,  or for,  resale,  distribution  or  fractionalization
thereof  in  whole  or in part and no other  person  has a  direct  or  indirect
beneficial  interest in such Exchange  Shares or any portion  thereof.  Further,
Halcyon does not have any contract,  undertaking,  agreement or arrangement with
any person to sell,  transfer or grant  participations  to such person or to any
third person, with respect to the Exchange Shares.
<PAGE>

      (f) No  Advertisement.  Halcyon is not acquiring the Exchange  Shares as a
result  of  or  subsequent  to  any  advertisement,  article,  notice  or  other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or radio,  or  presented  at any  seminar or  meeting,  or any
solicitation  of a  subscription  by person  previously  not known to Halcyon in
connection with investment securities generally.

      (g) No Obligation to Register.  Halcyon  understands  that,  except as set
forth herein,  Akid is under no obligation to register the Exchange Shares under
the  Securities  Act of 1933,  as amended (the "Act"),  or to assist  Halcyon in
complying with the Act or the securities  laws of any state of the United States
or of any foreign jurisdiction.

      (h) Experience.  Halcyon is (1)  experienced in making  investments of the
kind described in this Agreement and the related documents,  (2) able, by reason
of the  business  and  financial  experience  of its officers (if an entity) and
professional  advisors (who are not affiliated with or compensated in any way by
Akid or any of its affiliates or selling  agents),  to protect its own interests
in connection with the transactions described in this Agreement, and the related
documents,  and (3) able to afford  the  entire  loss of its  investment  in the
Exchange Shares.

      (i) Exemption from  Registration.  Halcyon  acknowledges its understanding
that the  offering  and sale  Exchange  Shares is  intended  to be  exempt  from
registration  under the Act. In  furtherance  thereof,  in addition to the other
representations   and  warranties  of  Halcyon  made  herein,   Halcyon  further
represents  and  warrants to and agrees with the Company and its  affiliates  as
follows:

            (1) Halcyon  realizes  that the basis for the  exemption  may not be
present if,  notwithstanding  such  representations,  Halcyon has in mind merely
acquiring the Exchange Shares for a fixed or determinable  period in the future,
or for a market rise, or for sale if the market does not rise.  Halcyon does not
have any such intention;

            (2) Halcyon has the  financial  ability to bear the economic risk of
its  investment,  has adequate  means for  providing  for its current  needs and
personal  contingencies  and has no  need  for  liquidity  with  respect  to its
investment in Akid; and

            (3) Halcyon has such  knowledge  and  experience  in  financial  and
business  matters  as to be capable  of  evaluating  the merits and risks of the
prospective investment in the Exchange Shares; and

            (4) Halcyon has been provided an opportunity for a reasonable period
of time prior to the date hereof to obtain additional information concerning the
offering of the Exchange  Shares,  Akid and all other  information to the extent
Akid possesses such information or can acquire it without unreasonable effort or
expense.
<PAGE>

            (5) Halcyon has carefully  reviewed all of Akid's  filings under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

      (j) Compliance  with Local Laws. Any resale of the Exchange  Shares during
the `distribution  compliance  period' as defined in Rule 902(f) to Regulation S
promulgated under the Act ("Regulation S") shall only be made in compliance with
exemptions from registration afforded by Regulation S. Further, any such sale of
the Exchange  Shares in any  jurisdiction  outside of the United  States will be
made in compliance with the securities laws of such  jurisdiction.  Halcyon will
not offer to sell or sell the Exchange Shares in any jurisdiction unless Halcyon
obtains all required consents, if any.

      (k) Regulation S Exemption.  Halcyon  understands that the Exchange Shares
are  being  offered  and  sold  to him in  reliance  on an  exemption  from  the
registration  requirements  of United States federal and state  securities  laws
under  Regulation S promulgated  under the Act and that Akid is relying upon the
truth   and   accuracy   of   the   representations,   warranties,   agreements,
acknowledgments  and  understandings  of  Halcyon  set forth  herein in order to
determine the applicability of such exemptions and the suitability of Halcyon to
acquire the Exchange Shares. In this regard,  Halcyon  represents,  warrants and
agrees that:

            (1)  Halcyon  is not a U.S.  Person  (as  defined  below)  and is an
affiliate (as defined in Rule 501(b) under the Act) of Akid and is not acquiring
the Exchange Shares for the account or benefit of a U.S.  Person.  A U.S. Person
means any one of the following:

                  (A) any  natural  person  resident  in the  United  States  of
America;

                  (B) any  partnership or corporation  organized or incorporated
under the laws of the United States of America;

                  (C) any estate of which any  executor  or  administrator  is a
U.S. person;

                  (D) any trust of which any trustee is a U.S. person;

                  (E) any  agency or branch of a foreign  entity  located in the
United States of America;

                  (F) any  non-discretionary  account or similar  account (other
than an estate or trust) held by a dealer or other  fiduciary for the benefit or
account of a U.S. person;

                  (G) any  discretionary  account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized,  incorporated
or (if an individual) resident in the United States of America; and
<PAGE>

                  (H) any partnership or corporation if:

                        (i)  organized  or  incorporated  under  the laws of any
foreign jurisdiction; and

                        (ii) formed by a U.S. person principally for the purpose
of investing in securities not registered  under the Act, unless it is organized
or incorporated,  and owned, by accredited  investors (as defined in Rule 501(a)
under the Act) who are not natural persons, estates or trusts.

            (2) At the  time  of the  origination  of  contact  concerning  this
Agreement and the date of the execution and delivery of this Agreement,  Halcyon
was outside of the United States.

            (3) Halcyon will not,  during the period  commencing  on the date of
issuance  of the  Exchange  Shares and ending on the first  anniversary  of such
date,  or such  shorter  period as may be  permitted  by  Regulation  S or other
applicable  securities law (the "Restricted  Period"),  offer,  sell,  pledge or
otherwise transfer the Exchange Shares in the United States, or to a U.S. Person
for the account or for the benefit of a U.S.  Person,  or  otherwise in a manner
that is not in compliance with Regulation S.

            (4) Halcyon will, after expiration of the Restricted Period,  offer,
sell,  pledge or  otherwise  transfer  the  Exchange  Shares  only  pursuant  to
registration  under  the  Act  or  an  available  exemption  therefrom  and,  in
accordance with all applicable state and foreign securities laws.

            (5) Halcyon was not in the United  States,  engaged in, and prior to
the expiration of the Restricted Period will not engage in, any short selling of
or any  hedging  transaction  with  respect to the  Exchange  Shares,  including
without limitation, any put, call or other option transaction, option writing or
equity swap.

            (6)  Neither  Halcyon  nor or any  person  acting on its  behalf has
engaged,  nor will engage, in any directed selling efforts to a U.S. Person with
respect to the Exchange  Shares and Halcyon and any person  acting on its behalf
have complied and will comply with the "offering  restrictions"  requirements of
Regulation S under the Act.

            (7) The  transactions  contemplated  by this Agreement have not been
pre-arranged  with a buyer located in the United  States or with a U.S.  Person,
and are not part of a plan or scheme to evade the  registration  requirements of
the Act.

            (8)  Neither  Halcyon  nor  any  person  acting  on its  behalf  has
undertaken  or  carried  out any  activity  for the  purpose  of, or that  could
reasonably  be  expected to have the effect of,  conditioning  the market in the
United States,  its territories or possessions,  for any of the Exchange Shares.
Halcyon  agrees  not to cause any  advertisement  of the  Exchange  Shares to be
published in any  newspaper or  periodical or posted in any public place and not
to  issue  any   circular   relating  to  the  Exchange   Shares,   except  such
advertisements  that include the  statements  required by Regulation S under the
Act,  and only  offshore  and not in the U.S.  or its  territories,  and only in
compliance with any local applicable securities laws.
<PAGE>

            (9) Each  certificate  representing  the  Exchange  Shares  shall be
endorsed with the following legends, in addition to any other legend required to
be placed thereon by applicable federal or state securities laws:

                  (A) "THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT
U.S.  PERSONS (AS DEFINED IN REGULATION S UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED ("THE SECURITIES ACT")) AND WITHOUT  REGISTRATION WITH THE UNITED STATES
SECURITIES  AND EXCHANGE  COMMISSION  UNDER THE  SECURITIES ACT IN RELIANCE UPON
REGULATION S PROMULGATED UNDER THE SECURITIES ACT."

                  (B)  "TRANSFER OF THESE  SECURITIES IS  PROHIBITED,  EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO  REGISTRATION  UNDER
THE  SECURITIES  ACT, OR  PURSUANT TO  AVAILABLE  EXEMPTION  FROM  REGISTRATION.
HEDGING  TRANSACTIONS  MAY  NOT BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH  THE
SECURITIES ACT."

            (10)  Halcyon  consents  to Akid making a notation on its records or
giving  instructions  to any transfer  agent of Akid in order to  implement  the
restrictions on transfer of the Exchange Shares.

      (l) Accredited Investor.  Halcyon is an "accredited investor" as that term
is defined in Rule 501 of the  General  Rules and  Regulations  under the Act by
reason of Rule 501(a)(3).

      (m) Risk. Halcyon understands that an investment in the Exchange Shares is
a speculative  investment which involves a high degree of risk and the potential
loss of its entire investment.

      (n) Net Worth.  Halcyon's overall  commitment to investments which are not
readily  marketable  is not  disproportionate  to  Halcyon's  net worth,  and an
investment  in the  Exchange  Shares will not cause such overall  commitment  to
become excessive.

      (o) SEC Documents. Halcyon has received all documents,  records, books and
other  information  pertaining  to  Halcyon's  investment  in Akid that has been
requested by Halcyon. Halcyon has reviewed or received copies of all reports and
other documents  filed by Akid with the Securities and Exchange  Commission (the
"SEC Documents").

      (p) Reliance.  Other than as set forth herein, Halcyon is not relying upon
any  other  information,  representation  or  warranty  by Akid or any  officer,
director,  stockholder, agent or representative of Akid in determining to invest
in the Exchange Shares. Halcyon has consulted,  to the extent deemed appropriate
by Halcyon,  with  Halcyon's own advisers as to the  financial,  tax,  legal and
related  matters  concerning an  investment  in the Exchange  Shares and on that
basis believes that its or its investment in the Exchange Shares is suitable and
appropriate for Halcyon.
<PAGE>

      (q) No  Governmental  Review.  Halcyon  is aware  that no federal or state
agency has (1) made any  finding or  determination  as to the  fairness  of this
investment, (2) made any recommendation or endorsement of the Exchange Shares or
Akid, or (3) guaranteed or insured any investment in the Exchange  Shares or any
investment made by Akid.

      (r)  Price.  Halcyon  understands  that the price of the  Exchange  Shares
offered  hereby bear no relation to the assets,  book value or net worth of Akid
and were determined  arbitrarily by Akid. Halcyon further understands that there
is a substantial risk of further dilution on its or its investment in Akid.

      (s) Full Disclosure.  No  representation or warranty of Halcyon to Akid in
this  Agreement  omits to state a material fact necessary to make the statements
herein,  in light of the  circumstances in which they were made, not misleading.
There is no fact known to Halcyon  that has specific  application  to the Shares
and that materially  adversely affects or, as far as can be reasonably foreseen,
materially threatens the Shares that has not been set forth in this Agreement.

      3.2 Representations and Warranties of Akid. As an inducement to Halcyon to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
herein, Akid represents and warrants to Halcyon as follows:

      (a) Organization of Akid. Akid is a corporation duly organized and validly
existing and in good standing  under the laws of the State of Colorado,  and has
all requisite  power and authority to own,  lease and operate its properties and
to carry on its  business as now being  conducted.  Akid is duly  qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification  necessary,  other than  those in which the  failure so to qualify
would  not  have  a  material  adverse  effect  on  the  business,   operations,
properties, prospects or condition (financial or otherwise) of Akid.

      (b) Authority. (1) Akid has the requisite corporate power and authority to
enter into and perform its  obligations  under this  Agreement  and to issue the
Exchange  Shares;  (2) the execution and delivery of this  Agreement by Akid and
the consummation by it of the transactions  contemplated hereby and thereby have
been duly authorized by all necessary corporate action and no further consent or
authorization of Akid or its Board of Directors or stockholders is required; and
(3) this Agreement has been duly executed and delivered by Akid and  constitutes
a valid and binding  obligation of Akid  enforceable  against Akid in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,  insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable  principles
of general application.
<PAGE>

      (c) SEC  Documents.  To the  best of  Company's  knowledge,  Akid  has not
provided to Halcyon any information  that,  according to applicable law, rule or
regulation,  should  have been  disclosed  publicly  prior to the date hereof by
Akid, but which has not been so disclosed. As of their respective dates, the SEC
Documents  complied in all material respects with the requirements of the Act or
the Exchange Act, as the case may be, and other  federal,  state and local laws,
rules and  regulations  applicable  to such SEC  Documents,  and none of the SEC
Documents  contained any untrue statement of a material fact or omitted to state
a material fact required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  The financial  statements of Akid included in the SEC Documents
comply  as to form  and  substance  in all  material  respects  with  applicable
accounting   requirements  and  the  published  rules  and  regulations  of  the
Securities and Exchange  Commission  (the "SEC") or other  applicable  rules and
regulations with respect thereto.  Such financial  statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  applied  on a
consistent  basis  during the periods  involved  (except (1) as may be otherwise
indicated in such  financial  statements or the notes thereto or (2) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be  condensed  or summary  statements)  and fairly  present in all  material
respects the financial  position of Akid as of the dates thereof and the results
of operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

      (d) Exemption from Registration; Valid Issuances. The sale and issuance of
the  Exchange  Shares,  in  accordance  with the  terms  and on the bases of the
representations  and  warranties of Halcyon set forth  herein,  may and shall be
properly issued by Akid to Halcyon  pursuant to any applicable  federal or state
law. When issued and paid for as herein  provided,  the Exchange Shares shall be
duly and validly issued, fully paid, and nonassessable. Neither the sales of the
Exchange  Shares pursuant to, nor Akid's  performance of its obligations  under,
this  Agreement  shall (1) result in the  creation or  imposition  of any liens,
charges,  claims or other  encumbrances  upon the Exchange  Shares or any of the
assets of Akid,  or (2) entitle the other holders of the Common Stock of Akid to
preemptive  or other rights to subscribe to or acquire the Common Stock or other
securities of Akid.  The Exchange  Shares shall not subject  Halcyon to personal
liability by reason of the ownership thereof.

      (e) No General  Solicitation or Advertising in Regard to this Transaction.
Neither  Akid nor any of its  affiliates  nor any person  acting on its or their
behalf (1) has conducted or will conduct any general  solicitation (as that term
is used in Rule 502(c) of Regulation D) or general  advertising  with respect to
any of the Exchange  Shares,  or (2) made any offers or sales of any security or
solicited  any offers to buy any  security  under any  circumstances  that would
require registration of the Common Stock under the Act.

      (f)  No  Conflicts.  The  execution,  delivery  and  performance  of  this
Agreement by Akid and the consummation by Akid of the transactions  contemplated
hereby, including without limitation the issuance of the Exchange Shares, do not
and will not (1) result in a violation of the  Certificate or By-Laws of Akid or
(2)  conflict  with,  or  constitute  a material  default (or an event that with
notice or lapse of time or both would become a material  default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
<PAGE>

any  material  agreement,  indenture,  instrument  or any  "lock-up"  or similar
provision of any underwriting or similar  agreement to which Akid is a party, or
(3) result in a violation of any  federal,  state,  local or foreign law,  rule,
regulation,  order,  judgment or decree (including  federal and state securities
laws and  regulations)applicable  to Akid or by which any  property  or asset of
Akid is bound or affected  (except for such conflicts,  defaults,  terminations,
amendments,   accelerations,   cancellations   and   violations  as  would  not,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
business,   operations,   properties,   prospects  or  condition  (financial  or
otherwise) of Akid) nor is Akid  otherwise in violation of,  conflict with or in
default under any of the foregoing.  The business of Akid is not being conducted
in violation of any law,  ordinance or  regulation of any  governmental  entity,
except for possible violations that either singly or in the aggregate do not and
will not have a material adverse effect on the business, operations, properties,
prospects or condition  (financial or  otherwise) of Akid.  Akid is not required
under  federal,  state or local law,  rule or  regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or  issue  and  sell  the  Common  Stock in
accordance  with the terms hereof (other than any SEC, NASD or state  securities
filings that may be required to be made by Akid  subsequent to the Closing,  any
registration  statement that may be filed pursuant  hereto,  and any shareholder
approval required by the rules applicable to companies whose common stock trades
on the Over The Counter  Bulletin  Board);  provided  that,  for purposes of the
representation  made in this  sentence,  Akid is assuming  and relying  upon the
accuracy of the relevant representations and agreements of Halcyon herein.

      (g) No  Undisclosed  Liabilities.  Akid has no  liabilities or obligations
that are material,  individually or in the aggregate, and that are not disclosed
in the SEC Documents or otherwise publicly announced,  other than those incurred
in the ordinary  course of Akid's  businesses and which,  individually or in the
aggregate, do not or would not have a material adverse effect on Akid.

      (h) No Undisclosed  Events or Circumstances.  No event or circumstance has
occurred  or  exists  with  respect  to  Akid  or  its  businesses,  properties,
prospects,  operations or financial condition,  that, under applicable law, rule
or regulation,  requires  public  disclosure or  announcement  prior to the date
hereof by Akid but which has not been so publicly  announced or disclosed in the
SEC Documents.

      (i)  Litigation and Other  Proceedings.  Except as may be set forth in the
SEC  Documents,  there are no  lawsuits  or  proceedings  pending or to the best
knowledge of Akid threatened, against Akid, nor has Akid received any written or
oral notice of any such action, suit,  proceeding or investigation,  which would
have  a  material  adverse  effect  on  the  business,  operations,  properties,
prospects or condition  (financial or otherwise) of Akid. Except as set forth in
the SEC Documents,  no judgment,  order, writ, injunction or decree or award has
been  issued  by  or,  so far as is  known  by  Akid,  requested  of any  court,
arbitrator or governmental  agency which would have a material adverse effect on
the  business,  operations,  properties,  prospects or condition  (financial  or
otherwise) of Akid.
<PAGE>

      3.3  Indemnification.  Halcyon shall  indemnify and hold harmless Akid and
Akid's agents, beneficiaries,  affiliates,  representatives and their respective
successors   and  assigns  from  and  against  any  and  all  damages,   losses,
liabilities,  taxes and  costs  and  expenses  (including,  without  limitation,
attorneys'  fees  and  costs)  resulting  directly  or  indirectly  from (a) any
inaccuracy,  misrepresentation,  breach of warranty or non-fulfillment of any of
the representations and warranties of Halcyon in this Agreement, or any actions,
omissions or statements of fact  inconsistent  with in any material  respect any
such representation or warranty, (b) any failure by Halcyon to perform or comply
with any agreement, covenant or obligation in this Agreement.

4. Miscellaneous.

      (a)  Notices.  All notices or other  communications  required or permitted
hereunder  shall be in writing.  Any  notice,  request,  demand,  claim or other
communication  hereunder shall be deemed duly given (i) if by personal delivery,
when so  delivered,  (ii) if mailed,  three (3) business  days after having been
sent by registered or certified mail, return receipt requested,  postage prepaid
and  addressed  to the intended  recipient as set forth above,  or (iii) if sent
through an overnight  delivery  service in  circumstances  to which such service
guarantees next day delivery,  the day following being so sent to the address of
the  intended  recipient  as first set forth  above.  Any party may  change  the
address to which notices and other communications  hereunder are to be delivered
by giving the other parties notice in the manner herein set forth.

      (b)  Choice  of Law.  This  Agreement  shall be  governed,  construed  and
enforced  in  accordance  with the laws of the State of New York and the federal
laws of United States applicable therein, without giving effect to principles of
conflicts of law.

      (c)  Jurisdiction.  The  parties  hereby  irrevocably  consent  to  the in
personam jurisdiction of the state or federal courts located in the State of New
York, in connection with any action or proceeding  arising out of or relating to
this Agreement or the transactions and the relationships established thereunder.
The parties  hereby agree that such courts shall be the venue and  exclusive and
proper forum in which to adjudicate  such matters and that they will not contest
or challenge the jurisdiction or venue of these courts.

      (d) Entire  Agreement.  This Agreement sets forth the entire agreement and
understanding of the parties in respect of the transactions  contemplated hereby
and  supersedes  all  prior and  contemporaneous  agreements,  arrangements  and
understandings  of  the  parties  relating  to the  subject  matter  hereof.  No
representation, promise, inducement, waiver of rights, agreement or statement of
intention has been made by any of the parties which is not expressly embodied in
this  Agreement,  such other  agreements,  notes or instruments  related to this
transaction  executed  simultaneously   herewith,  or  the  written  statements,
certificates,  schedules or other documents delivered pursuant to this Agreement
or in connection with the transactions contemplated hereby.
<PAGE>

      (e) Assignment.  Each party's rights and obligations  under this Agreement
shall not be assigned or delegated,  by operation of law or  otherwise,  without
the other party's prior consent, and any such assignment or attempted assignment
shall be void, of no force or effect, and shall constitute a material default by
such party.

      (f)  Amendments.  This Agreement may be amended,  modified,  superseded or
cancelled,  and any of the  terms,  covenants,  representations,  warranties  or
conditions hereof may be waived,  only by a written instrument  executed by each
party, in the case of a waiver, by the party waiving compliance.

      (g)  Waivers.  The  failure  of any party at any time or times to  require
performance  of any  provision  hereof shall in no manner  affect the right at a
later time to enforce the same. No waiver by any party of any condition,  or the
breach of any term,  covenant,  representation  or  warranty  contained  in this
Agreement,  whether by conduct or otherwise,  in any one or more instances shall
be  deemed to be or  construed  as a further  or  continuing  waiver of any such
condition or breach or a waiver of any other term,  covenant,  representation or
warranty of this Agreement.

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
on the date first set forth above.

                                      AKID CORPORATION


                                      By:    /s/ Mechael Kanovsky
                                             -----------------------------------
                                      Name:  Mechael Kanovsky
                                      Title: Chief Executive Officer

                                      HALCYON SA


                                      By:    /s/ Halcyon SA
                                             -----------------------------------
                                      Name:
                                      Title: