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                                                                    Exhibit 10.2

                        DEVELOPMENT AND SUPPLY AGREEMENT

This AGREEMENT is made and entered into this 17 day of December, 2002 (the
"Effective Date") by and between HOLLISTER-STIER LABORATORIES LLC, having a
principal place of business at 3525 North Regal Street, Spokane, Washington,
99207-5788 ("Hollister-Stier") and GlycoGenesys, Inc., having a principal place
of business at 31 St. James Avenue, Boston, Massachusetts 02116 ("Client"). Both
Hollister-Stier and Client are referred to herein individually as "Party" and
collectively as the "Parties."

                                WITNESSETH THAT:

WHEREAS, Hollister-Stier has expertise, personnel, the facility for, and
experience in compounding and/or finishing of pharmaceutical products and is
willing to provide such services to client companies in the pharmaceutical area
and;

WHEREAS, Client has a commercial interest in the manufacture of the Product(s)
as hereafter defined and identified from time to time upon mutual agreement by
the Parties and requests the services of Hollister-Stier in the manufacturing of
such products pursuant to the Product Development Programs identified from time
to time upon mutual agreement by the Parties, and Hollister-Stier desires to
manufacture such Products on behalf of Client pursuant to such Product
Development Programs and in accordance with the terms and conditions contained
herein;

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

                                    ARTICLE 1
                                   DEFINITIONS

1. As used in this Agreement, the following definitions shall apply:

   1.1     "Act" shall mean the U.S. Food, Drug and Cosmetic Act of 1934, the
           Public Health Service Act of 1944 and the regulations promulgated
           thereunder, as the same may be amended from time to time.

   1.2     "Active Pharmaceutical Ingredient" or "API" shall mean the active
           pharmaceutical ingredient of the Product(s).

   1.3     "Affiliate" shall mean any corporation or non-corporate business
           entity, which directly or indirectly controls, is controlled by, or
           is under common control with a Party. A corporation or non-corporate
           business entity shall be regarded as in control of another
           corporation if it owns or directly or indirectly controls at least
           fifty percent (50%) of the voting stock of the other corporation or
           (a) in the absence of the ownership of at least fifty percent (50%)
           of the voting stock of a corporation or (b) in the case of a
           non-corporate entity, the power to direct or cause the direction of
           the management and policies of such corporation or non-corporate
           entity, as applicable.

   1.4     "Batch" or "Lot" shall mean, with respect to Product(s), each
           separate and distinct quantity of Product processed under continuous
           conditions and designated by a batch or lot number.

   1.5     "cGMP Regulations" means Current Good Manufacturing Practices as
           defined from time to time under the Act, as codified in 21 CFR Parts
           210 and 211 and being currently utilized within the pharmaceutical
           industry to manufacture the applicable type of Product(s).

   1.6     "Certificate of Analysis" or "COA" shall mean a document certifying a
           Batch or Lot of Product meets all established and mutually agreed
           upon Specifications as referenced, signed and dated by a duly
           authorized representative of the Quality Control or Quality Assurance
           Department of Hollister-Stier or Client as the case may be.

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   1.7     "Confidential Information" shall mean any nonpublic information of
           Hollister-Stier or Client that will be communicated to the other
           Party including without limitation, trade secrets, business methods,
           operating procedures, manufacturing methods and processes, prices,
           and customer information, whether of a written, oral, visual or
           electronic nature.

   1.8     "FDA" shall mean the United States Food and Drug Administration.

   1.9     "Intellectual Property" shall mean property that can be protected
           under federal law, including copyrightable works, ideas, discoveries,
           and inventions.

   1.10    "Product(s)" shall mean those products as set forth from time to time
           within the appropriate Product Development Program annexed hereto.

   1.11    "Product Development Program" shall mean a written document or
           documents as agreed to by the Parties, describing the activities
           required to develop and manufacture a Product. The Product
           Development Program will be consolidated within a single attachment
           in Exhibit A to this Agreement.

   1.12    "Quality Agreement" shall mean a written document, mutually agreed to
           by the Parties, describing the obligations of the Parties with
           regards to compliance, quality systems, and testing and release of
           Product(s). The Quality Agreement will be attached as Exhibit B to
           this Agreement.

   1.13    "Regulatory Authority" shall mean any federal, state, local, or
           international regulatory agency, department, bureau, or other
           governmental agency having jurisdiction over the manufacture, sale,
           or distribution of Product, including but not limited to the Canadian
           Health Protection Branch, the European Medicines Evaluation Agency,
           the U.S. Food and Drug Administration, and "Regulatory Authorities"
           shall mean collectively all such regulatory authorities.

   1.14    "Specially Regulated Waste" shall mean any Product refuse, remainder,
           residue, waste water or other discard material, including solid,
           liquid, semisolid, or contained gaseous material that arises from the
           manufacture of the Product(s) which may be subject to or require
           special handling, treatment, storage, or disposal under any federal,
           state or local laws or regulations.

   1.15    "Specifications" shall mean (1) the performance parameters for which
           Product, ingredients and packaging components must comply to be
           considered acceptable and (2) the written record of such Product
           performance parameters annexed hereto within the applicable Product
           Development Program attachment. Specifications may be amended from
           time to time by written agreement of the Parties.

   1.16    "Standard Shift" shall mean, as applied to most Hollister-Stier
           manufacturing personnel, ten (10) hours/day. Four (4) shifts are
           normally worked, Monday through Thursday.

   1.17    "Client's Technology Package" shall mean such technical information
           to be supplied by Client to Hollister-Stier to enable Hollister-Stier
           to carry out its obligations hereunder. Items which may be included
           in the Technology Package include, but is not limited to, Client's
           raw material and manufacturing component specifications, intermediate
           and product specifications, analytical and microbiological method
           validation reports, analytical method transfer protocols, filter
           validation reports, raw material, intermediate and product storage
           specifications.

   1.18    "Third Party" shall mean any party other than Client or
           Hollister-Stier and their respective affiliates.

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                                    ARTICLE 2
                               PRODUCT DEVELOPMENT

2. The Parties agree to the following provisions regarding Product Development:

   2.1     Client and Hollister-Stier shall jointly prepare and agree to in
           writing Product Development Program documents, which will be amended
           hereto, for each Product, which shall, at a minimum, incorporate the
           following:

           2.1.1    A Product development schedule;

           2.1.2    the stages in which the Product Development Program is to be
                    carried out (if any) and whether the commencement of each
                    stage is dependent on successful completion of the previous
                    stage;

           2.1.3    identify the facilities, staffing, supplies, and equipment
                    required for the Product Development Program and who (Client
                    or Hollister-Stier) is responsible for providing each of
                    such items;

           2.1.4    identify which Party is responsible for performing the
                    various tasks or stages of the Product Development Program;

           2.1.5    Specifications as defined in Section 1.15;

           2.1.6    a set of objective criteria whereby it can be assessed
                    whether the Product Development Program (and any stages
                    thereof) has achieved its objectives;

           2.1.7    identify all documents (Client's Technology Package) and the
                    timeline for delivery of such documents by Client to
                    Hollister-Stier.

           2.1.8    identify all documents (including regulatory documents) and
                    other deliverables to be provided by Hollister-Stier to
                    Client;

           2.1.9    a good faith estimate of the number of Batches or Lots
                    required to complete the Product Development Program;

           2.1.10   define Product Development Program prices; and

           2.1.11   define Product Development Program payment schedule in
                    accordance with applicable milestones.

   2.2     Hollister-Stier shall provide a written report to Client on the
           status of Product Development Program(s) within 15 days of the
           completion of each month during the Product Development Program(s).
           Such report shall include the following information: variance(s) from
           plan (timing and budget), status (tasks completed and in progress),
           and summary analysis of data.

   2.3     Hollister-Stier shall respond in a timely manner to Client's
           inquiries regarding the status of any Product Development Program.

   2.4     Hollister-Stier and Client may from time to time negotiate in good
           faith changes to any Product Development Program:

         2.4.1  If such changes require Hollister-Stier to perform additional
                work or repeat work outside the original scope of the project,
                and such additional work is not required due to Hollister-
                Stier's fault or negligence, Hollister-Stier and Client shall
                negotiate in good faith the price and timing for such additional
                work.

   2.5     Each Party shall provide the other Party, in a timely fashion, with
           all relevant information, documentation, and data necessary or
           appropriate for the Parties' performance hereunder. Except as
           explicitly otherwise provided in this Agreement, in the event a Party
           is to review or approve any information, documentation, data, or
           other

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           materials supplied by the other Party, such review or approval shall
           be completed within five (5) business days, unless additional time is
           requested based on a reasonable explanation provided within five (5)
           business days of the initial request.

   2.6     Each Party shall use its commercially reasonable best efforts to
           successfully complete the Product Development Program. However, the
           Parties agree and understand that neither Party hereto guarantees
           that the project will be successful or conducted in accordance with
           the project timetable nor warrants nor guarantees that a marketable
           product will result from the project.

   2.7     Hollister-Stier shall have the right to review those portions of
           Client's proposed regulatory submissions relating to
           Hollister-Stier's facilities or procedures before the submissions are
           filed with Regulatory Authorities. Hollister-Stier shall complete its
           review of such submissions within ten (10) business days after
           receipt. Hollister-Stier shall consult with and advise Client in
           responding to questions from Regulatory Authorities regarding
           regulatory submissions for the Product(s).

   2.8     Right of Negotiation to Manufacture: Subject to right which may be
           granted by Client to third parties in connection with collaborative
           development and marketing arrangements, prior to commencing
           negotiations with any third party regarding the commercial
           manufacture of the Product(s), Client shall commence good faith
           negotiations regarding the same with Hollister-Stier.

                                   ARTICLE 3
                          INTELLECTUAL PROPERTY RIGHTS

3. The Parties agree to the following provisions regarding Intellectual Property
Rights:

   3.1     Ownership: The Parties agree that: (a) Client shall retain all of its
           ownership rights in and to Client's Intellectual Property, (b)
           Hollister-Stier shall retain all of its ownership rights in and to
           Hollister-Stier's Intellectual Property; (c) Client shall own all
           inventions made or conceived solely by Client; (d) Hollister-Stier
           shall own any inventions made or conceived solely by Hollister-Stier
           without utilizing the Confidential Information of GlycoGenesys, and
           (e) Client shall own any inventions made or conceived jointly by the
           Parties in connection with the performance of this Agreement or by
           Hollister-Stier utilizing the Confidential Information of
           GlycoGenesys

   3.2     License Grants: Client hereby grants to Hollister-Stier a
           nonexclusive, worldwide, royalty-free license during the term of this
           Agreement to use such Client Intellectual Property rights as are
           necessary for Hollister-Stier to perform Hollister-Stier's
           obligations under this Agreement. Hollister-Stier hereby grants to
           Client a nonexclusive, worldwide, royalty-free, perpetual license to
           practice any inventions made or conceived solely by Hollister-Stier
           and incorporated into the manufacturing or packaging processes
           associated with the Product.

   3.3     Limitation on Use: Except as expressly stated in this Agreement, no
           Intellectual Property rights of any kind or nature are conveyed by
           this Agreement and neither Party shall have any right, title or
           interest in or to the other Party's Intellectual Property rights for
           any purpose whatsoever without such other Party's prior written
           consent. Upon termination of this Agreement for whatever reason,
           neither Party shall use or exploit in any manner whatsoever any
           Intellectual Property rights or nature belonging solely to the other
           Party.

                                   ARTICLE 4
                                EQUIPMENT PRICE

4. The Parties agree to the following provisions regarding equipment price:

   4.1     Client shall pay for the price of equipment specifically purchased
           for the processing of Product(s) including the price for purchasing
           and installing the equipment, subject to Client's prior approval of
           such prices, which shall not be unreasonably withheld.

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   4.2     Client shall own equipment paid for by Client pursuant to Section
           4.1. Client shall have the right to file such UCC filings as
           necessary to establish ownership of such equipment. Hollister-Stier
           may purchase such equipment at the termination of this Agreement at
           the fair market value of such equipment at that time as mutually
           agreed by the Parties.

   4.3     Any price associated with the removal of equipment and to return the
           facility in serviceable condition shall be borne by Client.

                                   ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

5. The Parties agree to the following representations and warranties:

   5.1     The Parties represent and warrant to the other as follows:

           5.1.1    It has full power and authority to enter into this Agreement
                    and consummate the transactions contemplated hereby and that
                    the terms of this Agreement are not inconsistent with other
                    contractual obligations, expressed or implied, by which it
                    is bound

           5.1.2    It has such permits, licenses, and authorizations of
                    government or regulatory authorities as are necessary to own
                    its respective properties, conduct its business and
                    consummate the transactions contemplated hereby, provided
                    however, that Client shall be solely responsible for
                    obtaining all permits, licenses, and authorizations for
                    Hollister-Stier to process and ship Product(s), except for
                    securing approval of Hollister-Stier's facility as a
                    registered FDA facility, which shall be the responsibility
                    of Hollister-Stier.

           5.1.3    It is not currently under investigation for disbarment
                    action, debarred, suspended, or otherwise excluded by the
                    FDA or other Regulatory Authority from conducting business.

           5.1.4    All laboratory, scientific, technical and/or other data
                    submitted by or on behalf of Client or Hollister-Stier, as
                    the case may be, relating to Product(s) shall, to the best
                    of their knowledge, be true and correct and shall not
                    contain any material falsification, misrepresentation or
                    omission.

   5.2     Hollister-Stier represents and warrants to Client as follows:

           5.2.1    Product(s) shall be processed in compliance with the Quality
                    Agreement and all applicable laws.

           5.2.2    Product(s), as processed and delivered, shall comply with
                    specifications and shall not be adulterated or misbranded
                    within the meaning of the Act or other substantially similar
                    laws and statutes, provided however that the foregoing shall
                    not apply to the extent that any such breach is caused by
                    any materials provided by Client or due to compliance with
                    any specifications or instructions provided by Client.

           5.2.3    The manufacturing facilities for Product(s) shall conform,
                    and will throughout the term of this Agreement, in all
                    respects to applicable laws, regulations, and approvals
                    governing such facility, including, but not limited to, the
                    cGMP's as defined by 21 Code of Federal Regulation Sections
                    210, 211, et seq., and will be adequate to produce the
                    quantities of Product(s) as detailed in the Product
                    Development Program(s). Hollister-Stier shall implement such
                    requirements as may be necessary to comply with The Control
                    of Substance Hazardous to Health (COSHH) Regulations of
                    1988, consolidated in 1994, amended in 1996, 1997 and 1998
                    and further consolidated in 1999 in connection with the
                    performance of its obligations under this Agreement.

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           5.2.4    Neither it nor any person employed by it or to be employed
                    by it to perform the Product Development Program(s) (i) is
                    presently under any obligation which conflicts with their
                    duties contemplated hereunder and agrees not to undertake
                    any project which will conflict with these duties during the
                    conduct of the Product Development Program(s) or (ii) has a
                    disqualification hearing pending or has been disqualified by
                    the FDA pursuant to 21 C.F.R. Section 312.70 or the European
                    Union equivalent. In the event any of the foregoing occurs,
                    Hollister-Stier shall immediately notify Client.

   5.3     Client represents and warrants to Hollister-Stier as follows:

           5.3.1    Client has the full power and authority to grant the license
                    it grants under this Agreement and neither the granting of
                    such license nor the exercise by Hollister-Stier of the
                    rights granted by Client under such license breaches any
                    obligation to or right of any Third Party.

           5.3.2    Neither the Client's Product technology, nor the use thereof
                    by Hollister-Stier, shall infringe, violate nor
                    misappropriate any patent, copyright, trademark, trade
                    secret or other intellectual property of any Third Party.

           5.3.3    Any excipients, API's or other materials provided by Client
                    to Hollister-Stier shall comply with specifications and
                    shall not be adulterated or misbranded within the meaning of
                    the Act or other substantially similar laws and statutes.

           5.3.4    Client will disclose to Hollister-Stier any information
                    currently known or learned subsequent to the execution of
                    this Agreement regarding toxicity, or other known health or
                    environmental hazards or other safe handling requirements
                    for the API or Product(s) as the case may be.

   5.4     THE WARRANTIES SET FORTH HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES
           MADE BY EITHER PARTY UNDER THIS AGREEMENT, AND NEITHER PARTY MAKES
           ANY OTHER WARRANTIES EXPRESS OR IMPLIED OR ARISING BY LAW, INCLUDING,
           BUT NOT LIMITED TO, ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF
           PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

   5.5     EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH IN THIS AGREEMENT AND
           IN THE EVENT OF A BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH
           IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE
           TO THE OTHER UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE
           OR OTHER LEGAL OR EQUITABLE THEORY, FOR COVER OF ANY INDIRECT,
           INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION
           WITH THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING WITHOUT
           LIMITATION THE PRODUCT(S) OR ANY SERVICES PROVIDED IN CONNECTION WITH
           THE PRODUCT(S) EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH IN THIS
           AGREEMENT.

                                   ARTICLE 6
                             NONCONFORMING PRODUCT

6. In the event of Client finding the quality of Product(s) is/are not
   acceptable in terms of Specifications, Client shall have thirty (30) calendar
   days from the date of its receipt of the Product(s) to notify
   Hollister-Stier, specifying the respects in which the Product(s) is/are not
   acceptable. In the event that Hollister-Stier shall dispute any such
   determination by Client, the Parties shall use their best efforts to resolve
   the dispute amicably. If the Parties are unable to do so, the matter shall be
   referred to an independent laboratory or consultant, mutually agreed to by
   both Parties, who's decision shall be final and binding. The Party against
   whom the dispute is decided shall pay for any charges for such laboratory or
   consultant. Hollister-Stier's liability will be limited to replacement of the
   services provided Client for the lot of product in question.

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                                   ARTICLE 7
                                PRICE - PAYMENT

7. The Parties agree to the following price and payment provisions:

   7.1     The price to be paid by Client for the Product Development Program
           shall be defined in the Product Development Program Documents as such
           may be amended to this Agreement from time to time.

   7.2     Hollister-Stier shall submit invoices to Client reflecting the work
           completed in accordance with the applicable milestones described in
           the applicable Product Development Program documents. The invoices
           shall be sent to the following address:

                           GlycoGenesys, Inc,
                           Attention: Accounts Payable
                           31 St. James Avenue
                           Boston, Massachusetts 02116

   7.3     All payments due hereunder to Hollister-Stier shall be sent to
           Hollister-Stier by wire transfer of funds via the Federal Reserve
           Wire Transfer System to:

                           Wells Fargo Bank
                           ABA# 121000248
                           Beneficiary: Hollister-Stier Laboratories LLC
                           Account# 4131352601
                           Swift Code WFBIUS4S

   7.4     Client shall pay invoices net thirty (30) calendar days from receipt
           of the invoice. All amounts not paid when due shall bear interest
           from the due date at the rate of one and one-half percent (1.5%) per
           month.

   7.5     All prices for Product shall be on the basis of Product being shipped
           F.O.B. Hollister-Stier's plant in Spokane, Washington, under "Freight
           Collect" terms. Shipment of Product(s) shall be arranged by Client,
           and the price and liability of such shipment borne by Client.

           Hollister-Stier shall make up to one (1) shipment per batch or lot at
           no additional charge to Client. Any other shipment requested shall be
           at a fee of Four Hundred Dollars (US $400) per shipment, plus
           shipping price.

                                   ARTICLE 8
                                CONFIDENTIALITY

8. In carrying out Product Development Program(s) it is recognized by
   Hollister-Stier and Client that each may have to disclose to the other
   Confidential Information. Since both Parties wish to assume that
   Confidential Information is properly protected they hereby agree as follows:

   8.1     Form of Disclosure: Confidential Information may be disclosed in
           either oral, written or electronic form.

   8.2     Obligations: The receiving Party agrees to hold Confidential
           Information in strict confidence and to use it only for the purposes
           under this Agreement. The receiving Party agrees not to disclose the
           Confidential Information to any Third Party unless prior written
           authorization has been obtained from the disclosing Party. These
           obligations shall not apply to:

           8.2.1    Information which, at the time of disclosure, is in the
                    public domain.

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           8.2.2    Information which, after disclosure, becomes part of the
                    public domain by publication or otherwise, except by breach
                    of this Agreement by the receiving Party.

           8.2.3    Information which the receiving Party can demonstrate by its
                    written records was in the receiving Party's possession at
                    the time of the disclosure, and which was not acquired
                    directly or indirectly, from the disclosing Party.

           8.2.4    Information which is lawfully disclosed to the receiving
                    Party on a non-confidential basis by a Third Party who is
                    not obligated to the disclosing Party or any other Third
                    Party to retain such information in confidence.

           8.2.5    Information which results from research and development by
                    the receiving Party independent of such disclosure as shown
                    by competent evidence.

           8.2.6    Information which is required to be disclosed by legal
                    process, but only that portion of Information which is
                    legally required to be disclosed; provided, in each case the
                    Party so required to disclose such Information informs the
                    other Party as promptly as practicable in order to enable
                    the other Party to seek a protective order or other
                    appropriate remedy. The Party required to disclose such
                    Information shall use its best efforts to limit the
                    disclosure and maintain confidentiality to the extent
                    possible. The Party required to disclose such Information
                    shall give the other Party written notice of any
                    Confidential Information disclosed pursuant to this Section
                    8.2.6.

   8.3     Both Parties covenant and agree that they have and shall maintain an
           appropriate internal program limiting the internal distribution of
           Confidential Information to those of its officers, servants, or
           agents who require said Confidential Information so that either Party
           may use Confidential Information for the purpose set forth in this
           Agreement. The Parties may disclose each other's Confidential
           Information to third-party consultants but only to the extent that
           they require access to Confidential Information in order to enable
           each other to carry out the purpose of this Agreement. The Parties
           covenant and agree that before making any Confidential Information
           available to said officers, servants, agents, or third-party
           consultants, they shall inform such parties of the confidential
           nature of such information and obtain their agreement to be bound by
           obligations of confidentiality and non-use which are equivalent to or
           greater than those set forth in this Agreement. The receiving Party
           agrees to promptly notify the disclosing Party in writing if it
           becomes aware of a breach of this Article 8 by it or any party to
           whom it disclosed Confidential Information pursuant to this Section
           8.3.

   8.4     The receiving Party hereby acknowledges that disclosure or use of
           Confidential Information may result in irreparable harm to the
           disclosing Party. Accordingly, the receiving Party agrees that the
           disclosing Party shall have the right to seek equitable relief,
           including without limitation an injunction or temporary restraining
           order, in the event of any actual or threatened breach of this
           Article 8.

   8.5     Upon the written request of the disclosing Party, Confidential
           Information in tangible or electronic form received by the receiving
           Party from the disclosing Party shall, at the disclosing Party's sole
           option and expenses either be destroyed or immediately returned and
           the receiving Party shall provide written certification that all
           copies of Confidential Information have been destroyed or returned;
           provided, however the receiving Party may maintain a single copy of
           the Confidential Information and its work product containing
           Confidential Information solely for the purposes of monitoring or
           demonstrating its compliance with this Agreement or applicable laws
           or regulations.

                                   ARTICLE 9
                                INDEMNIFICATION

9. The Parties agree to the following Indemnification clauses:

   9.1     Indemnification by Client: Client shall indemnify, defend and hold
           Hollister-Stier, its Affiliates and their respective directors,
           officers, employees, agents, successors and assigns harmless from and
           against any

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           damages, judgements, claims, suits, actions, liabilities, costs and
           expenses (including, but not limited to, reasonable attorneys' fees)
           resulting from any Third Party claims or suits arising solely out of
           (1) the use, handling, distribution, marketing or sale of the
           Product(s) except to the extent caused by Hollister-Stier's negligent
           acts or omissions or willful misconduct in its performance of the
           Product Development Program(s) or the manufacture or bulk packaging
           of the Product(s), (2) Client's uncured material breach of any of its
           warranties or representations hereunder, or (3) Client's grossly
           negligent acts or omissions or willful misconduct.

   9.2     Indemnification by Hollister-Stier: Except as otherwise provided in
           Section 9.1 above, Hollister-Stier shall indemnify, defend and hold
           Client, its Affiliates and their respective directors, officers,
           employees, agents, successors and assigns harmless from and against
           any damages, judgements, claims, suits, actions, liabilities, costs
           and expenses (including, but not limited to, reasonable attorneys'
           fees) resulting from any Third Party claims or suits arising solely
           out of (1) Hollister-Stier's material breach of any of its warranties
           or representations hereunder or (2) Hollister-Stier's grossly
           negligent acts or omissions or willful misconduct in its performance
           of the Product Development Program(s) or the manufacture or bulk
           packaging of the Intermediate(s) and Product(s).

   9.3     Indemnification Procedures:

           9.3.1    Any Party hereto seeking indemnification hereunder (in this
                    context the "Indemnified Party") shall notify the other
                    Party (in this context the "Indemnifying Party") in writing
                    reasonably promptly after the assertion against the
                    Indemnified Party any claim or suit by a Third Party (a
                    "Third Party Claim") in respect of which the Indemnified
                    Party intends to base a claim for indemnification hereunder.

           9.3.2    (1) The Indemnifying Party shall have the right, upon
                    written notice given to the Indemnified Party within thirty
                    (30) calendar days after receipt of the notice from the
                    Indemnified Party of any Third Party Claim, to assume the
                    defense and handling of such Third Party Claim, at the
                    Indemnifying Party's sole expense, in which case the
                    provisions of Section 9.3.2 (2) below shall govern. (2) The
                    Indemnifying Party shall select counsel reasonably
                    acceptable to the Indemnified Party in connection with
                    conducting the defense and handling of such Third Party
                    Claim, and the Indemnifying Party shall defend or handle the
                    same in consultation with the Indemnified Party, and shall
                    keep the Indemnified Party appraised of the status of the
                    Third Party Claim. The Indemnifying Party shall not, without
                    the prior written consent of the Indemnified Party, which
                    consent will not be unreasonably withheld, agree to a
                    settlement of any Third Party Claim that could directly or
                    indirectly lead to liability or create any financial or
                    other obligation on the part of the Indemnified Party for
                    which the Indemnified Party is not entitled to
                    indemnification hereunder. The Indemnified Party shall
                    cooperate with the Indemnifying Party and shall be entitled
                    to participate in the defense or handling of such Third
                    Party Claim with its own counsel at its own expense.

           9.3.3    (1) If the Indemnifying Party does not give written notice
                    to the Indemnified Party, within thirty (30) calendar days
                    after receipt of the notice from the Indemnified Party of
                    any Third Party Claim, of the Indemnifying Party's election
                    to assume the defense or handling of such Third Party Claim,
                    the provisions of Section 9.3.3 (2) below shall govern. (2)
                    The Indemnified Party may, at the Indemnifying Party's
                    expense, select counsel in connection with conducting the
                    defense or handling of such Third Party Claim and defend or
                    handle such Third Party Claim in such manner as it may deem
                    appropriate, provided, however, that the Indemnified Party
                    shall keep the Indemnifying Party timely appraised of the
                    status of such Third Party Claim and shall not settle such
                    Third Party Claim without the prior written consent of the
                    Indemnifying Party, which consent shall not be unreasonably
                    withheld. If the Indemnified Party defends or handles such
                    Third Party Claim, the Indemnifying Party shall cooperate
                    with the Indemnified Party and shall be entitled to
                    participate in the defense or handling of such Third Party
                    Claim with its own counsel and at its own expense.

                                       9

<PAGE>

           9.3.4    If the Indemnified Party intends to seek indemnification
                    hereunder, other than for a Third Party Claim, then it shall
                    notify the Indemnifying Party in writing within three (3)
                    months after its discovery of facts upon which it intends to
                    base its Claim for indemnification hereunder; provided,
                    however, the failure to timely give such notice shall limit
                    the Indemnifying Party's liability for indemnification only
                    to the extent the Indemnifying Party's defense of such
                    matter has been prejudiced.

           9.3.5    Except with regard to fraud or pursuant to Section 8.4, the
                    indemnification remedies in this Article 9, enforced in
                    accordance with Section 9.3, shall constitute the sole and
                    exclusive remedies of the Parties with respect to any
                    matters arising under or relating to this Agreement.

     9.4   Survival of Indemnification Obligations: The provisions of this
           Article 9 shall survive the expiration or termination of this
           Agreement for a period of five (5) years.

     9.5   Limitation of Liability and Claims: Neither Party shall be liable to
           the other Party for indirect, special, punitive, or consequential
           damages of any kind, including without limitation lost profits or
           loss of good will or otherwise. Neither Party's liability to the
           other under this Agreement shall exceed Five Million Dollars
           ($5,000,000).

     9.6   Insurance: Both Client and Hollister-Stier shall obtain and maintain,
           either itself or through one or more of its affiliates, with
           reputable carriers, product liability insurance with limits of not
           less than Five Million Dollars ($5,000,000) per claim/annual
           aggregate by no later than the scheduled manufacturing date for the
           first Batch of Product(s) delivered as part of the first Product
           Development Program(s) conducted under this Agreement. In addition,
           Hollister-Stier shall maintain commercial general liability insurance
           including premises and operations coverage of not less than
           $1,000,000 per occurrence and $2,000,000 per accident and property
           damages liability insurance of not less than $1,000,000 per
           occurrence and $1,000,000 per accident. Each Party hereto shall have
           its insurance carrier(s) furnish the other Party hereto with a
           certificate that such insurance is in force. In the event of any
           proposed cancellation, non-renewal, or material adverse change in
           such coverage, the other Party hereto shall be given at least thirty
           (30) calendar day's advance written notice thereof.

                                   ARTICLE 10
                              TERM AND TERMINATION

10.  The Parties agree to the following Term and Termination clauses:

     10.1  Term:  This Agreement shall remain in full force and effect until
           terminated in accordance with the provisions of this Article.

     10.2  Termination by Mutual Agreement:  This Agreement may be terminated,
           on a Product Development Program by Product Development Program basis
           or in its entirety, at any time upon mutual written agreement between
           the Parties.

     10.3  Termination for Default: This Agreement may be terminated by either
           Party in the event of material breach or default by the other Party
           of the terms and conditions hereof; provided, however, the other
           Party shall first give to the defaulting Party written notice of the
           proposed termination or cancellation of this Agreement, specifying
           the grounds therefor. Upon receipt of such notice, with respect to
           such defaults as are capable of being cured, the defaulting Party
           shall have forty-five (45) calendar days to respond by curing such
           default. If the breaching Party does not respond or fails to work
           diligently to cure such breach within the additional time set forth
           above, then the other Party may either suspend the Agreement
           indefinitely or terminate the Agreement. Termination of this
           Agreement pursuant to this Section 10.3 shall not affect any other
           rights or remedies which may be available to the nondefaulting Party.

     10.4  Bankruptcy; Insolvency:

                                       10

<PAGE>

           10.4.1   Either Party may terminate this Agreement upon the
                    occurrence of any of the following with respect to the other
                    Party:

                    10.4.1.1  The entry of a decree or order for the relief by a
                              court having jurisdiction in the premises in
                              respect of such other Party in an Involuntary case
                              under the Federal Bankruptcy Code, as now
                              constituted or hereafter amended, or any other
                              applicable federal or state insolvency or other
                              similar law and the continuance of any such decree
                              or order unstayed and in effect for a period of
                              sixty (60) consecutive calendar days;

                    10.4.1.2  The filing of such other Party of a petition for
                              relief under the Federal Bankruptcy Code, as now
                              constituted or hereafter amended, or by any other
                              applicable federal or state insolvency or other
                              similar law, or;

                    10.4.1.3  The failure of such other Party to pay its debts
                              when due.

           10.4.2   Hollister-Stier shall notify Client of its intent to file
                    for protection under the Federal Bankruptcy Code as soon as
                    such a determination is made. Hollister-Stier will segregate
                    all Client-related documents, including, but not limited to,
                    manufacturing and analytical equipment protocols,
                    qualifications, procedures, methods, calibrations reports
                    and/or certificates, Specifications, Manufacturing
                    Procedures, Intermediate and Product analytical data,
                    Hollister-Stier facility documentation in support of Product
                    Development Programs; all Client provided manufacturing and
                    analytical testing equipment, including any equipment
                    purchased by Client for Hollister-Stier in conjunction with
                    Product Development Programs; all unconsumed raw materials
                    provided by Client to Hollister-Stier in conjunction with
                    Product Development Programs; and all Product Batches,
                    including stability samples, that were produced in
                    accordance with Product Development Programs.
                    Hollister-Stier will provide Client complete and total
                    access to these materials at Client's request.

     10.5  Rights and Duties Upon Termination:

           10.5.1   Upon termination of this Agreement, Hollister-Stier shall,
                    promptly as practicable, cease work on Product Development
                    Programs and turn over to Client all results, documentation
                    and information obtained during Product Development Programs
                    (whether in written or electronic form) and all Product
                    Batches, including stability samples, as well as all
                    unconsumed raw materials provided by Client which are then
                    in Hollister-Stier's possession and which are the property
                    of Client in accordance with this Agreement.

           10.5.2   Upon termination of this Agreement, Client shall remain
                    liable for all fees, expenses, and uncancellable obligations
                    incurred hereunder through the date of such termination.

                                   ARTICLE 11
                        FORCE MAJEURE/DISPUTE RESOLUTION

11.  The Parties agree to the following Force Majeure/Dispute Resolution
     clauses:

     11.1  Effect of Force Majeure: Neither Party shall be held liable or
           responsible for any loss or damages resulting from any failure or
           delay in its performance due hereunder (other than payment of money)
           caused by force majeure. As used herein, force majeure shall be
           deemed to include any condition beyond the reasonable control of the
           affected Party including, without limitation, war, riot, earthquake,
           tornado, hurricane, flood or other natural disasters, fire, civil
           disorder, explosion, accident, sabotage, lack of or inability to
           obtain adequate fuel, power, materials, labor, containers,
           transportation, supplies or equipment, compliance with governmental
           requests, laws, rules, regulations, orders or actions; inability
           despite best efforts to renew operating permits or licenses from
           local, state or federal governmental authorities; breakage or failure
           of machinery or apparatus; national defense requirements; or supplier
           strike, lockout or injunction. Hollister-Stier shall notify Client of
           any

                                       11

<PAGE>

           foreseeable force majeure events, including, but not limited to,
           shipping interruptions or problems, and inability to procure supplies
           necessary for Hollister-Stier to perform any of its obligations under
           this Agreement.

     11.2  Notice of Force Majeure: In the event either Party is delayed or
           rendered unable to perform due to force majeure, the affected Party
           shall give notice of the same and its expected duration to the other
           Party promptly after the occurrence of the cause relied upon, and
           upon the giving of such notice the obligations of the Party giving
           the notice will be suspended during the continuance of the force
           majeure; provided, however, such Party shall take commercially
           reasonable steps to remedy or mitigate the force majeure with all
           reasonable dispatch.

     11.3  Dispute Resolution: The Parties hereto agree to perform the terms of
           this Agreement in good faith, and to attempt to resolve any
           controversy, dispute or claim arising hereunder in good faith. Any
           dispute regarding the validity, construction, interpretation, or
           performance of this Agreement (other than provisions, hereof relating
           to any intellectual property rights, or the confidentiality
           obligations contained in Article 8 hereof) shall be (1) first
           attempted to be resolved between the CEO/President of each Party and
           failing that (2) submitted to binding arbitration in Seattle,
           Washington, U.S.A. to be conducted in accordance with the Arbitration
           Rules of the American Arbitration Association ("AAA"); provided,
           however, that nothing in this Section 11.3 shall be construed to
           preclude either Party from seeking provisional remedies, including,
           but not limited to, temporary restraining orders and preliminary
           injunctions, from any court of competent jurisdiction, in order to
           protect its rights pending arbitration, but such preliminary relief
           shall not be sought as a means of avoiding arbitration. Any
           arbitration hereunder shall be submitted to an arbitration tribunal
           made up of three (3) members, one of whom shall be selected by
           Client, one of whom shall be selected by Hollister-Stier, and one of
           whom shall be selected by the other two arbitrators. All arbitration
           proceedings shall be conducted in English. The order or award of the
           arbitrators shall be final and may be enforced in any court of
           competent jurisdiction. The prevailing Party in any legal or
           arbitration action brought by one Party against the other Party shall
           be entitled, in addition to any other rights and remedies it may
           have, to reimbursement for its expenses incurred thereby, including
           court cost and reasonable attorney's fees. The Parties shall have the
           right of limited prehearing discovery, including:

           11.3.1   exchange of witness lists;

           11.3.2   exchange of documentary evidence and reasonably related
                    documents;

           11.3.3   written interrogations; and

           11.3.4   subject to reasonable discretion of the arbitrators and upon
                    good cause shown dispositions under oath of any witnesses
                    who are to be called to testify at the arbitration hearing.

     11.4  As soon as the discovery is concluded, the arbitrators shall hold a
           hearing in accordance with the aforesaid AAA rules.

                                   ARTICLE 12
                                    NOTICES

12.  All notices provided herein shall be in writing and shall be deemed to be
     delivered when deposited in the United States mail, postage prepaid, or
     hand-delivered to an authorized representative of the Party to whom notice
     is directed, or sent by facsimile, or express service courier, charges
     prepaid, to the address of the other Party designated below:

                                     Client

                               GlycoGenesys, Inc.
                               31 St. James Avenue
                                Boston, MA 02116
                             Attention: Mark Staples
                               FAX: (617) 422-0675

                                 Hollister-Stier

                        Hollister-Stier Laboratories LLC
                             3525 North Regal Street
                                Spokane, WA 99207
                         Attention: Anthony D. Bonanzino
                               FAX: (509) 482-3543

                                       12

<PAGE>

     The addresses and persons provided above may be changed by either Party by
     providing the other Party with written notice of such change.

                                   ARTICLE 13
                                 MISCELLANEOUS

13.  The Parties agree to the following Miscellaneous clauses:

     13.1  Entire Agreement: This Agreement, attachments and exhibits contain
           the entire understanding between the Parties with respect to the
           subject matter hereof, and may be modified, only by a written
           instrument duly executed by each Party's authorized representative.

     13.2  Independent Contractor: Nothing herein shall create any equity
           association, partnership, joint venture, or ownership relation of
           principal and agent between the parties hereto, it being understood
           that Client is purchasing Hollister-Stier services as an independent
           company, and neither Party shall have the authority to bind the other
           party or the other's representatives in any way.

     13.3  Publicity: Except as explicitly set forth below in Section 13.4, any
           press release, publicity or other form of public written disclosure
           related to this Agreement prepared by one Party shall be submitted to
           the other party prior to release for written approval, which approval
           shall not be unreasonably withheld or delayed by such other Party.

     13.4  Use of Party's Name: Except as expressly provided or contemplated
           hereunder and except as otherwise required by applicable law, no
           right is granted pursuant to this Agreement to either Party to use in
           any manner the trademarks or name of the other Party, or any other
           trade name, service mark, or trademark owned by or licensed to the
           other Party in connection with the performance of the Agreement. To
           the extent required by applicable law, the Parties shall be permitted
           to use the other Party's name and disclose the existence and terms of
           this Agreement in connection with required public regulatory
           fillings, public securities filings and private placement memoranda
           and documentation, using reasonable commercial efforts to protect the
           confidentiality of the terms of this Agreement.

     13.5  Severability: Each Party hereby expressly agrees that it has no
           intention to violate any public policy, statutory or common laws,
           rules, regulations, treaty or decision of any government agency or
           executive body of any country or community or association of
           countries; that if any word, sentence, paragraph, clause or
           combination thereof in this Agreement is found by a court or
           executive body with judicial powers having jurisdiction other this
           Agreement or either Party hereto, in a final unappealed order, to be
           in violation of any such provisions in any country or community or
           association of countries, such words, sentences, paragraphs, clauses
           or combination shall be inoperative in such country or community or
           association of countries and the remainder of this Agreement shall
           remain binding upon the Parties, so long as enforcement of the
           remainder does not violate the Parties' overall intentions in this
           transaction.

     13.6  Assignment; Subcontractors: This Agreement may not be assigned or
           otherwise transferred by either Party without the prior written
           consent of the other Party; provided, however, either Party may,
           without such consent, assign this Agreement

           13.6.1   in connection with the transfer or sale of all or
                    substantially all of the assets or voting securities of such
                    Party or the line of business of which this Agreement forms
                    a part,

           13.6.2   in the event of a merger or consolidation of a Party hereto
                    with another company or to any Affiliate of the assigning
                    Party fully capable of performing hereunder.

                                       13

<PAGE>

           Any purported assignment in violation of the proceeding shall be
           void. Any permitted assignee shall assume all obligations of its
           assignor under this Agreement. No assignment shall relieve either
           Party of responsibility for the performance of any obligation which
           accrued prior to the effective date of such assignment.

     13.7  Governing Law: This Agreement shall be governed by and construed in
           accordance with the laws of the state of Washington, irrespective of
           any conflicts of law rule which may direct or refer such
           determination of applicable law to any other state; and if this
           Agreement were performed wholly within the state of Washington.

     13.8  Headings: Paragraph headings and captions used herein are for
           convenience of reference only and shall not be used in the
           construction or interpretation of this Agreement.

     13.9  Continuing Obligations: Termination, assignment or expiration of this
           Agreement shall not relieve either Party from full performance of any
           obligations incurred prior thereto.

     13.10 Waiver: Neither Party's waiver of any breach or failure to enforce
           any of the terms and conditions of this Agreement, at any time, shall
           not in any way affect, limit or waive such Party's right thereafter
           to enforce and compel strict compliance with every term and condition
           of this Agreement.

     13.11 Construction: This Agreement has been jointly prepared on the basis
           of the mutual understanding of the Parties and shall not be construed
           against either Party by reason of such Party's being the drafter
           hereof or thereof.

     13.12 Exhibits, Schedules and Attachments: Any and all exhibits, schedules
           and attachments referred to herein form an integral part of this
           Agreement and are incorporated into this Agreement by such reference.

     13.13 Specially Regulated Waste: The prices associated with the removal of
           Specially Regulated Waste shall be borne by Client. Client will be
           notified of the determination of Specially Regulated Waste and
           advised of the price for destruction of said waste.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
day and year first written above.

FOR: HOLLISTER-STIER LABORATORIES LLC           FOR: GLYCOGENESYS, INC.



/s/ Anthony Bonanzino                           /s/ Mark Staples
------------------------------                  --------------------------------
Signature                                       Signature



Anthony D. Bonanzino, Ph. D.                    Mark A. Staples, MBA, Ph.D.
------------------------------                  --------------------------------
Printed Name                                    Printed Name



President and CEO                               VP Development and Manufacturing
------------------------------                  --------------------------------
Title                                           Title


January 16, 2003                                January 16, 2003
------------------------------                  --------------------------------
Date Signed                                     Date Signed

                                       14

<PAGE>

                                   Exhibit A

                                  Attachment 1
                                    GCS-100

                          Product Development Program

                                      A-1

<PAGE>

                                   EXHIBIT B

                           Quality Systems Agreement

                                      B-1