2

                          SPONSORED RESEARCH AGREEMENT

         This Agreement ("Agreement"), is entered into as of the first day of
September, 2001, by and between Lexon Inc. an Oklahoma Corporation ("Lexon") and
Research Foundation of SUNY Stony Brook (Stony Brook) a New York not-for-profit
corporation.

         WHEREAS, Lexon has previously entered into a sponsored research
agreement with North Shore University Hospital, now North Shore Long Island
Jewish Health System dated July 1, 1998 ("NSUH Agreement") whereby Lexon
committed research support funds to provide equipment, supplies and technical
support to Researcher for the development of the ebaf assay.

         WHEREAS, Lexon and NSUH have fulfilled the terms of the NSUH Agreement
whereby the parties have executed general releases.

         WHEREAS, Lexon desires to support Dr. Tabibzadeh's research through
grant funding for validation that lefty can be used for the diagnosis and/or
treatment of various forms of human cancer and treatment of fibrotic disorder.

         WHEREAS, Lexon desires that Stony Brook engage Dr. Siamak Tabibzadeh
("Researcher") as an employee to perform, his research and other duties as
required by Stony Brook subject to the limitations set forth herein.

         WHEREAS, Lexon has engaged an independent third party Docro Inc. for
the commercialization of the lefty diagnostic tests described above.

         NOW, THEREFORE, the parties hereto agrees as follows:

     1.   Engagement.  Effective on the earlier to occur of September 1, 2001 or
          Stony Brook's receipt of the first scheduled payment of the funds, and
          subject  to the  continued  receipt  by Stony  Brook  of the  funds as
          provided  hereunder,  Stony Brook will hire  Researcher  beginning  on
          September  1st  for  the  years   2001-2002,   2002-2003,   2003-2004,
          2004-2005. Researcher shall be paid bi-weekly in accordance with Stony
          Brook's payroll procedure.
     2.   Term.  Researcher  shall be  employed  by Stony Brook so long as Stony
          Brook receives the funds from Lexon to pay Researcher's salary.
     3.   Duties.  Researcher shall continue his research as set forth above and
          perform  such duties as required by Stony Brook in  accordance  to his
          position  at Stony  Brook so long as these  duties  do not  materially
          interfere with the research.
     4.   Benefits/Withholding.  Subject  to the  employment  policies  of Stony
          Brook and any  employee  contribution  requirements,  Stony Brook will
          provide  fringe  benefits to Researcher in his capacity as an employee
          of Stony Brook  substantially  similar to similarly situated employees
          of Stony Brook. Stony Brook will deduct all Federal,  State, and local
          income  tax as well as  FICA  and  other  withholdings  or  deductions
          required by state law from each payment of Researcher's salary.


<PAGE>



     5.   Termination. This Agreement can be terminated by either party with one
          hundred and eighty  (180) days written  notice.  The Company will meet
          all  obligations  which it has incurred under this agreement  prior to
          the date of termination.
     6.   Payments.  During the term of this  Agreement,  Lexon will transmit or
          deposit  to  a  Stony  Brook  account  one  hundred  thousand  dollars
          ($100,000.00) per half year. The first one hundred thousand ($100,000)
          is due upon  execution of this  agreement.  Lexon shall also  transmit
          funds for the twenty nine point five percent (29.5%) or current fringe
          benefit  rate in  effect  with  each  half-year  payment  to cover Dr.
          Tabibzadeh's fringe benefits. Finally, Lexon shall deposit or transmit
          such  other  funds  pursuant  to a  submitted  research  budget and as
          necessary for Stony Brook Research Foundation's  administering of this
          account.  In no event  shall the total of these  monies  exceed  three
          hundred thousand per annum.
     7.   Employment  Agreement.  Researcher  will  be  subject  to  a  separate
          employment agreement with the rights, duties and obligations contained
          therein.
     8.   Continuation.  This Agreement may be continued upon the same terms and
          conditions  beyond  September  1, 2005 as set forth  herein,  provided
          Lexon  notifies  Stony  Brook one  hundred  and  eighty  (180) days in
          advance,  in  writing  of its  desire  to  extend  the  Agreement  and
          transmits funds in advance of July 1, 2005, in the manner described in
          Paragraph six above.
     9.   Title. It is hereby agreed that all right, title and interest,  in and
          to the  Research  Technology  shall  vest in Lexon,  and in and to any
          drawings,  plans,  diagrams,  and other documents  containing Research
          Technology  shall vest solely in Lexon.  Research  Technology shall be
          defined as Dr. Tabibzadeh's  research for validation that lefty can be
          used for the  diagnosis  and/or  treatment  of various  forms of human
          cancer,  the treatment of fibrotic  disorder and the treatment of hair
          loss.
     10.  Patents.  A.  Stony  Brook will have the first  right to file  patents
          covering Dr.  Tabibzadeh's new inventions subject to Lexon's licensing
          right.  Stony  Brook will  promptly  disclose  to Lexon in writing any
          inventions which constitute potential patents. B. At the initiative of
          Lexon or Stony  Brook,  the  parties  shall  consult  with each  other
          regarding the  prosecution of all patent  applications  based upon Dr.
          Tabibzadeh's  research.  Such  patent  applications  shall  be  filed,
          prosecuted and maintained by patent counsel jointly  selected by Lexon
          and Stony  Brook.  Copies of all such patent  applications  and patent
          office actions shall be forwarded to each Lexon and Stony Brook. Lexon
          and  Stony  Brook  shall  each  have  the  right  to have  the  patent
          applications  independently  reviewed by other  patent  counsel,  upon
          prior written notice to the other party.
          C.  Upon  prior  written  approval  by  Lexon,  all  applications  and
          proceedings  with  respect  to Stony  Brook  Patents  shall be  filed,
          prosecuted  and  maintained  by Stony  Brook at the  expense of Lexon.
          Against the submission of invoices,  Lexon shall reimburse Stony Brook
          for all  costs  and  fees  incurred  by NSUH  during  the term of this
          Agreement,  in connection with the filing,  maintenance,  prosecution,
          protection and the like of Stony Brook Patents.
          D. Lexon and Stony Brook  shall  assist,  and cause  their  respective
          employees  and   consultants  to  assist  each  other,  in  assembling
          inventorship  information  and data for the  filing a  prosecution  of
          patent applications.


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<PAGE>



     11.  Good Faith  License  Agreement.  Stony Brook  agrees to grant Lexon an
          option  to an  exclusive  license  for  ninety  days,  to any  and all
          inventions,  new technologies or other intellectual property developed
          by Dr.  Tabibzadeh.  During the ninety day option the parties agree to
          negotiate the terms of the exclusive  license agreement in good faith.
          These  negotiations  shall be consistent  with  Stonybrook's  ordinary
          practices  and  procedures.  This  good  faith  negotiation  shall  be
          exclusive and include a first right of refusal for Lexon.
     12.  Confidential  Information.  Except as otherwise  specifically provided
          for Stony Brook shall  maintain  any and all  Research  Technology  in
          confidence   and  shall  not  release  or  disclose  any  tangible  or
          intangible   component  thereof  to  any  third  party  without  first
          receiving  the  prior  written  consent  of Lexon to said  release  or
          disclosure.  Confidential  Information  must  be  clearly  marked  and
          identified  Confidential  Information  will remain  confidential for a
          term of five years.  Except as  otherwise  specifically  provided  for
          Lexon shall maintain any and all Research Technology in confidence and
          shall not release or disclose  any  tangible or  intangible  component
          thereof to any third party without  first  receiving the prior written
          consent of Stony Brook to said release or disclosure.  The obligations
          of  confidentiality  on each party set forth  above shall not apply to
          any component of the Research  Technology which was part of the public
          domain  not  due  to  some  unauthorized  act  by or  omission  of the
          receiving  party after the effective date of the Agreement or which is
          disclosed  to the  receiving  party after the  effective  date of this
          Agreement  or which is  disclosed  to the  receiving  party by a third
          party who has the right to make such disclosure.  The provisions above
          notwithstanding  Lexon  may  disclose  Research  Technology  to  third
          parties  who  need to know the  same in  order  to  secure  regulatory
          approval for the development and/or sale of Licensed Products.
     13.  Publication.  Prior to  submission  for  publication  of a  manuscript
          describing  the results of Dr.  Tabibzadeh's  research at Stony Brook,
          Stony Brook  shall mail a copy to Lexon.  Lexon shall have thirty days
          upon  receipt  of said  manuscript  to notify  Stony  Brook  that such
          manuscript  contains  patentable  subject matter. If Lexon raises this
          issue the parties shall put forth reasonable  efforts to file a patent
          application  in a  reasonable  time  as set  forth  above.  After  the
          application  has been filed the manuscript may be published.  If Stony
          Brook does not  receive a response  to the  manuscript  within  thirty
          days,   Stony  Brook  may  be  free  to  submit  such  manuscript  for
          publication in any manner consistent with academic standards.
     14.  Infringement of Stony Brook Patent.  In the event that a party to this
          Agreement  acquires  information that a third party is infringing upon
          one or more of the  Stony  Brook  Patents,  the party  acquiring  such
          information shall promptly notify the other party to this Agreement in
          writing of such  infringement.  In the event of an  infringement  of a
          Stony Brook Patent Lexon shall be privileged but not required to bring
          suit against the  infringer.  Should Lexon elect to bring suit,  Stony
          Brook agrees to be party plaintiff in such action. Lexon should choose
          patent  counsel and the  expenses  of such suit or suits,  which Lexon
          elects  to bring,  including  any  expenses  incurred  by Stony  Brook
          (settlement costs,  attorney fees etc.), shall be paid for entirely by
          Lexon. In addition,  Lexon shall hold Stony Brook  harmless,  free and
          clear from and against all costs of such litigation including attorney
          fees.  Lexon shall not settle or compromise  such  litigation  without
          Stony Brook's  consent.  In the event Lexon exercises the right to sue
          hereunder, they


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<PAGE>


          shallbe first entitled to a return of any and all expenses advance and
          then the proceeds shall be divided seventy five percent (75%) to Lexon
          and  twenty  five  percent  (25%) to Stony  Brook.  If Lexon  does not
          exercise  the  right to sue  conferred  above  within  ninety  days of
          notice,  Stony Brook shall have the right,  but shall not be obligated
          to bring suit. Stony Brook's rights shall be identical in every way to
          Lexon's (and Lexon's to Stony  Brook's) as set forth above,  including
          the division of proceeds  with  seventy  five  percent  (75%) going to
          Stony   Brook  and  twenty   five   percent   (25%)  going  to  Lexon.
          Notwithstanding  the language above each party shall reserve the right
          to counsel of their choice at their  expense in any patent suit.  Both
          parties  agree to fully  cooperate  with the  other  party  and  their
          counsel by giving testimony and producing documents lawfully requested
          in the  prosecution  of any suit for  infringement,  provided that the
          party bring they suit shall be responsible for all reasonable expenses
          incurred with said cooperation.
     15.  Continuation.  This  Agreement may continue  beyond it original  terms
          upon written consent of both parties.
     16.  Government Law and Venue. This contract shall be deemed to be executed
          in the state of  Oklahoma.  Therefore,  Oklahoma  law shall govern any
          dispute arising hereunder.  Furthermore, the parties hereby agree that
          Tulsa  County,  Oklahoma  shall be the  exclusive  venue  for any such
          disputes.
     17.  Relationship  of the Parties.  This  Agreement  does not and shall not
          constitute  an  agency,  partnership  or  joint  venture  between  the
          parties.  Neither party shall hold itself out as an agent of the other
          party.  Neither  Lexon nor Stony Brook shall have the right to bind or
          obligate each other.
     18.  Assignment.  No party shall have the right to assign this Agreement to
          a third party without the other parties  prior written  consent.  This
          Agreement will be recognized in the event of a merger,  acquisition of
          these entities or a substantial portion of their assets.
     19.  Waiver.  No action by the parties  shall  constitute a waiver from any
          provision of this Agreement unless duly signed by both parties to this
          Agreement.
     20.  Severability. If any potion of this Agreement is held invalid, illegal
          or unenforceable the remainder shall be in full force and effect.
     21.  Headings.  Headings are for reference only any shall have no effect on
          the meaning of any provision of the Agreement.
     22.  Entire  Agreement.  This Agreement  constitutes  the entire  agreement
          between the parties and supersedes all previous agreements,  promises,
          representations, proposals and understandings whether written or oral.

IN WITNESS WHEREOF, the parties have executed this the 15th day of November,
2001.

Lexon, Inc.


By:      / s /  Gifford Mabie
   --------------------------------------------------
         Gifford Mabie,
         President


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<PAGE>


Research Foundation of SUNY of Stony Brook


By:      / s /  Ivar Strand
   --------------------------------------------------

Name:  Ivar Strand
       Director of Sponsored Program
Title:   12-5-01

                                 ACKNOWLEDGMENT

STATE OF NEW YORK )
                    : ss.:
COUNTY OF SUFFOLK )

         On the 5th day of December 2001, before me, the undersigned, a notary
public in and for said State, personally appeared Ivar Strand, Director of
Sponsored Program of RF SUNY, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual executed
the instrument.


     / s /  Kathryn Belmonte
   ---------------------------------
     Notary Public

                                 ACKNOWLEDGEMENT

STATE OF OKLAHOMA )
                    :  ss.:
COUNTY OF TULSA   )

         On the 15th day of November 2001, before me, the undersigned, a notary
public in and for said State, personally appeared Gifford Mabie, CEO of Lexon
Inc., personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual executed the instrument.



     / s /  Vicki Pippin
    ---------------------------------
     Notary Public

Commission Expires:  6-2-02