SETTLEMENT AGREEMENT

     This  Settlement  Agreement (the  "Agreement")  is made between North Shore
University  Hospital (the  "Hospital"),  North Shore Long Island Jewish Research
Institute (the "Research Institute"), and Lexon Inc. ("Lexon").

     WHEREAS,  the  Institute  is the  owner of  certain  intellectual  property
invented by Dr.  Siamek  Tabibzadeh in  connection  with a certain  Research and
License Agreement, dated July 1, 1998 (the "Research Agreement"); and

     WHEREAS, certain issues and disputes have arisen between the parties; and

     WHEREAS,  the parties wish to mutually and amicably  resolve all issues and
disputes;

     NOW  THEREFORE,  in  consideration  of the mutual  agreements  and promises
recited  herein,  and for other good and  valuable  consideration,  receipt  and
sufficiency which is hereby acknowledged, the parties hereto agree as follows:

Lexon Research Fund

1. The parties agree that from 1998 to date, Lexon deposited $370,358 with the
Hospital for the research and development of laboratory assay kits for the
screening of colon, ovarian, and testicular cancer (the "Research"), and that
such monies have been tracked in a fund numbered 11694-1402 (the "Lexon Research
Fund") which is administered by the Hospital.

2. The parties also agree that, after disbursements from the Lexon Research Fund
for expenses connected to the Research, the balance of the Lexon Research Fund
is now $117,036.

Lexon Repayment of Past Salary/Relocation Costs to the Hospital

3. Lexon acknowleges that the Hospital has paid Dr. Tabibzadeh $100,000 as
salary from February 1, 2001 through July 31, 2001. Lexon also acknowleges that
the Hospital inadvertently paid Dr. Tabibzadeh an additional $20,000 in salary
for the period August 1-31, 2001, even though Dr. Tabibzadeh's employment had
been terminated as of July 30, 2001. Lexon also acknowledges that Dr. Tabibzadeh
understands that he is entitled to payment of $15,000 for 1998 relocation
expenses actually incurred.

4. Lexon accordingly agrees that that the Hospital shall, upon execution of this
Agreement, withdraw from and pay to itself all amounts presently deposited in
the Lexon Research Fund (approximately $117,036) as reimbursement for the
$120,000 paid to Dr. Tabibzadeh from February 1, 2001 through August 30, 2001
(which it will characterize as salary and repayment of 1998 relocation costs).
The Hospital agrees not to further pursue Lexon for any additional amounts claim
to be owed by Dr. Tabibzadeh.


<PAGE>


Execution of Licensing Agreement and Payment of Patent Costs

5. Immediately upon execution of this Agreement, the parties shall execute the
Licensing Agreement in the form and with the terms contained in Exhibit 1,
hereto. Lexon agrees that it will directly remit (i.e., not from the Lexon
research Fund) all payments required by the Licensing Agreement, including the
first $25,000 in licensing fees and approximately $16,000 in patent prosecution
costs incurred by the Institute to date.

Equipment and Materials

6. Lexon agrees that Dr. Tabibzadeh may remove from the Hospital all equipment
listed on Exhibit 2 to this Agreement, and that Lexon will make no claims
against the Hospital that it wrongfully allowed Dr. Tabibzadeh to remove such
equipment.
General Release

7. The Hospital and Lexon hereby release, remise, acquit and forever discharge
each other, and each other's respective parent corporations, subsidiaries,
divisions, affiliates or related business entities, predecessors, successors and
assigns, and any of their past or present officers, directors, trustees,
partners, corporate members, agents, administrators, physicians, employees, or
assigns, and each of them, from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages,
remedies, actions, causes of action, suits, rights, demands, costs, losses,
debts and expenses (including attorneys' fees and costs) (collectively "claims")
of any nature whatsoever, known or unknown, whether in law or equity, including
claims arising under the United States and/or New York State Constitutions, the
common law, and/or claims arising out of alleged violations of any federal,
state, local or other governmental statutes, regulations or ordinances, which
they may have against each other, from the beginning of the world until the date
of the execution of this General Release. Notwithstanding anything above to the
contrary contained herein, this Paragraph shall not bar claims (i) arising out
of breach of this Agreement, and (ii) arising out of a breach of the Licensing
Agreement or Research Agreement.

Intellectual Property

8. The parties agree that Lexon desires to obtain an exclusive license for a set
of three  technologies  developed by Dr. Tabibzadeh that are the property of the
Hospital, which are:

(a)      Method for inducing growth and enhancing survival of nervous tissue;
(b)      Inhibition of TGF-Beta and Uses Thereof [US09/679,971]; and
(c)      Method for Promoting Hair Growth.

9. The parties agree that they will prepare and execute a licensing agreement
containing the terms contained in the Term Sheet attached hereto as Exhibit 3.


<PAGE>


Miscellaneous

10. Non-Admission.  The making of this Agreement is not intended,  and shall not
be construed,  as an admission that any party has violated any federal, state or
local law  (statutory  or  decisional),  ordinance or  regulation,  breached any
contract, or committed any wrong whatsoever as against the other.

11. Agreement as Evidence.  The parties agree that this Agreement may be used as
evidence by any of them in a subsequent  proceeding only (i) to demonstrate that
a claim asserted in such proceeding has been waived under paragraph 7, above; or
(ii) if it is alleged by any of the  parties in such  proceeding  that the other
breached this Agreement.

12.  Successors and Assigns.  This Agreement is binding upon, and shall inure to
the   benefit  of,  the  parties   and  their   respective   heirs,   executors,
administrators, successors and assigns.

13.  Failure to Enforce.  The failure of any party to enforce any  provision  of
this Agreement  shall not be construed as a waiver or limitation of that party's
right to subsequently  enforce and compel strict compliance with every provision
of this Agreement.

14.  Agreement  Governed by New York Law. This  Agreement is entered into in the
State of New  York,  and the laws of the  State of New York  shall  apply in any
dispute  concerning  its  meaning  and  application.  Any  action or  proceeding
relating to this  Agreement  shall be commenced in a State or federal court that
has subject  matter and  personal  jurisdiction  over the  matter,  and which is
located in the County of Nassau in the State of New York.

15.  Warranty  of No  Assignment.  The  parties  warrant  that they have made no
assignment,  and will make no assignment,  of any claim whatsoever  against each
other or any of their respective  agents or  representatives,  and that no other
person or entity of any kind has any interest in any such claim(s).

Representation By Counsel and Waiver of Conflict

16. The parties  acknowledge  that they have retained legal counsel to negotiate
this Agreement,  have consulted said counsel concerning the terms and conditions
of the Agreement,  and understand each and every term and  consequence  thereof,
and knowingly and voluntarily entire into the Agreement.

17. Lexon further  acknowledges  that it has been represented in connection with
the  negotiation  of this  Agreement by the same  attorney that  represents  Dr.
Tabibzadeh, that such representation may create a conflict of interest, and that
Lexon has knowingly and voluntarily waived such conflict.

18.  Accordingly,  the parties  knowingly and forever waive and  relinquish  any
right or claim whatsoever to directly or collaterally attack the validity of the
Agreement  on any grounds  including,  but not  limited  to,  unconscionability,
duress,  coercion,  lack of adequate  counsel,  physical  or mental  incapacity,
incompetence, or any claim of counsel's conflict of interest.

<PAGE>


19.  Because this Agreement is the result of  negotiations  between the parties'
counsel it shall be deemed to have been prepared by all of the parties hereto to
avoid any negative inference by any court against the preparer of this document.

Entire Agreement

20. This  Agreement and the attached  Licensing  Agreement  and General  Release
constitutes  the complete  understanding  between the parties and supersedes any
and all other agreements,  understandings,  and discussions,  whether written or
oral,  between the  parties.  This  Agreement  may not be altered,  and no other
promises or agreements  between the parties shall be binding,  unless in writing
and signed by the party or parties to be charged.

Counterpart

21. This agreement may be executed in counterpart.

Dated:  September 28, 2001            NORTH SHORE UNIVERSITY HOSPITAL


                                      By: / s /   Dennis Dowling
                                         ---------------------------------
                                      Name: Dennis Dowling
                                      Title: Executive Director


Dated:  September 28, 2001            NORTH SHORE LONG ISLAND JEWISH
                                               RESEARCH INSTITUTE


                                      By: / s /   Nicholas Chiorazzi
                                         ---------------------------------
                                      Name:    Nicholas Chiorazzi
                                      Title:   Director & CEO, NS-LIJ RES INST.



Dated:September ______, 2001                                    LEXON INC.

                                      By: / s /  Gifford M. Mabie
                                         ---------------------------------
                                      Name:
                                      Title:


<PAGE>



                                 ACKNOWLEDGEMENT

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

         On the 28th day of September 2001, before me, the undersigned, a notary
public in and for said State, personally appeared Dennis Dowling, Executive
Director of North Shore University Hospital, 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.

                                               Jennifer M. Brown
                                               Notary Public, State of New York
    / s /  Jennifer M. Brown                   No. 01BR5085707
----------------------------
         Notary Public                         Qualified in Nassau County
                                               Commission Expires 09/29/2005

                                 ACKNOWLEDGEMENT

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

         On the 28th day of September 2001, before me, the undersigned, a notary
public in and for said State, personally appeared Nicholas Chiorazzi, M.D. of
North Shore Long Island Jewish Research Institute, 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.

                                                Jordy Rabinowitz
                                                Notary Public, State of New York
                                                No. 01RA5027396
    / s /  Jordy Rabinowitz                     Qualified in Nassau County
---------------------------
         Notary Public                          Commission Expires May 9, 2002


<PAGE>



                                 ACKNOWLEDGEMENT

STATE OF ___________)
                                    :  ss.:
COUNTY OF ____________)

         On the ___ day of August 2001, before me, the undersigned, a notary
public in and for said State, personally appeared ____________________,
________________ 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.



--------------------------
         Notary Public



<PAGE>


                                    Exhibit 1

                                LICENSE AGREEMENT


         This Agreement is entered into as of August ____, 2001 ("Effective
Date"), by and between North Shore - Long Island Jewish Research Institute,
having a place of business at 350 Community Drive, Manhasset, New York 11030
("Licensor"), and Lexon Inc., having a place of business at 8908 South Yale
Avenue, Suite 409, Tulsa, OK 74137 ("License").

                                    Statement
         Licensor owns patent rights developed by Siamak Tabibzadeh, M.D. ("the
Investigator") relating to a urine test for bladder cancer based on
ebaf/lefty-A." Licensee wishes to acquire an exclusive license from Licensor
with respect to such patent rights and Licensor is willing to grant such a
license under the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Licensor and Licensee agree as follows:

1.   Definitions
     -----------
1.01 "Agreement  Patents" means U.S. Patent Application Serial No.  ____________
     filed  ________________  entitled  "Diagnostic Test For Bladder Cancer" and
     any and all continuations, divisions, continuations-in-part reexaminations,
     reissues, renewals,  extensions or the like of such patent, and all foreign
     patents and patent applications based thereon.
1.02 "Licensed Product" means any diagnostic  product,  the manufacture,  use or
     sale of which is covered by a claim of an Agreement Patent.
1.03 "Net  Sales"  means  the total  consideration,  in any  form,  received  by
     Licensee  and its  sublicensees  in  connection  with the sale of  Licensed
     Products by Licensee and its  sublicensees  to  independent  third parties,
     less: (a) returns,  rebates and allowances (actually paid or allowed); and,
     (b) when included in gross sales,  freight,  shipping,  and sales and other
     taxes based on sales prices.

2.   Licensor Agreements With U.S. Government
     ----------------------------------------
2.01 Licensor, through the Investigator,  may perform research sponsored in part
     by the United States Government.  As a result of any government sponsorship
     of research,  the United States  Government  retains certain rights in such
     research  as  set  forth  in  35  U.S.C.  S.200  et.  seq.  and  applicable
     regulations.
2.02 Any rights reserved to the U.S.  Government  under 35 U.S.C. S.200 et. seq.
     And applicable  regulations shall remain so reserved and shall in no way be
     affected by this Agreement. Licensor and the Investigator are not obligated
     under this Agreement to take any action which would conflict in any respect
     with their past, current or future obligations to the U.S. Government as to
     work already performed and to be performed in the future.



<PAGE>


3.   Agreement Patents
     -----------------
3.01 Licensee  will pay all  reasonable  costs  incurred  before  and  after the
     Effective Date in connection with the preparation,  filing, prosecution and
     maintenance of the Agreement  Patents  utilizing patent counsel selected by
     Licensor and reasonably acceptable to Licensee. Licensor will keep Licensee
     fully informed  concerning such applications and will consult with Licensee
     concerning the  preparation,  filing,  prosecution  and maintenance of such
     patents  and  applications.  Amounts  paid  by  Licensee  pursuant  to this
     paragraph are  non-refundable  and not creditable against any other payment
     due under this Agreement.
3.02 Licensee may, upon notice to Licensor  thirty (30) days prior to an expense
     or any required filing  associated with any particular  pending or proposed
     application or patent  becoming due,  decide not to pay the expense or make
     the filing associated with the particular  pending or proposed  application
     or patent of  Agreement  Patents.  In such event,  Licensor may (but is not
     obligated to) pay such expenses or make such filing and such application or
     patent  and any  patent  issuing  based  on any such  application  shall be
     deleted from Agreement  Patents and Licensee shall retain no further rights
     therein.

4.   License Grant
     -------------
4.01 Subject to Article II, Licensor  grants to Licensee a worldwide,  exclusive
     license,  with the right by Licensee to grant sublicenses,  under Agreement
     Patents to import,  make,  have made,  use, offer to sell and sell Licensed
     Products.  Licensee will not grant any sublicense to import, make, offer to
     sell or sell under  Agreement  Patents  unless it first  receives the prior
     written  consent  of  Licensor,  which  consent  will  not be  unreasonably
     withheld.  Licensee shall provide Licensor with a full and complete copy of
     any such  sublicense  within  thirty  (30)  days of  execution  thereof  by
     Licensee.
4.02 Notwithstanding  the  exclusive  rights  granted to  Licensee  pursuant  to
     paragraph  4.01,  Licensor  shall retain the right to make and use Licensed
     Products in their own  laboratories  solely for  non-commercial  scientific
     purposes and for continued non-commercial research.
4.03 Nothing  contained in this Agreement shall be construed or interpreted as a
     grant,  by  implication  or otherwise,  of any license  except as expressly
     specified in Paragraph 4.01 hereof.

5.   Confidentiality
     ---------------
5.01 No party will make any public announcement  regarding the existence of this
     Agreement  without  obtaining the prior written consent of the other party,
     except if such  announcement  is  required by law,  regulation  or judicial
     order,  in which event the party intending to make such  announcement  will
     promptly inform the other parties prior to such  announcement.  Licensee is
     permitted to discuss the Agreement  with investors and others in connection
     with  the  development   and   commercialization   of  Licensed   Products.
     Nevertheless,  all printed material prepared to solicit investor support or
     to subsequently report to investors must first be submitted to Licensor for
     approval if Licensor's name is used in any manner.

6.   Royalties and Payments
     ----------------------
6.01 Licensee will pay to Licensor five percent (5%) of Net Sales.


<PAGE>



6.02    Upon execution of this Agreement by all parties, Licensee shall pay to
        Licensor Twenty-Five Thousand Dollars (US$25,000) as a license signing
        fee, which payment is non-refundable and not creditable against any
        other payment due to Licensor pursuant to this Agreement.
6.03    Only one royalty will be payable to Licensor on Net Sales for a Licensed
        Product under paragraph 6.01, regardless of the number of claims of
        Agreement Patents which cover such Licensed Product. If it is necessary
        for Licensee to pay royalties to the University of South Florida ("USF")
        in order to make, have made, use or sell Licensed Products, Licensee may
        offset the royalties payable to USF against royalties payable to
        Licensor pursuant to paragraph 6.01, provided that under no
        circumstances may royalties to Licensor be reduced by more than forty
        percent (40%) (i.e. the royalties payable to Licensor shall not be
        reduced below 3% of Net Sales) in any calendar year.
6.04    Licensee shall make the following milestone payments to Licensor:
        (a)      Ten Thousand Dollars ($10,000) upon the earlier of (1) six
                 months from the Effective Date or (2) Licensee's determination
                 of final feasibility of Licensed Products.
        (b)      Twenty-Five Thousand Dollars ($25,000) upon the earlier of (1)
                 one year from the Effective Date or (2) Licensee's initiation
                 of clinical trials for Licensed Products.
        (c)      Fifty Thousand Dollars ($50,000) upon the earlier of (1) two
                 years from the Effective Date or (2) Licensee's manufacture of
                 pre-production kits of Licensed Products.
        (d)      Seventy-Five  Thousand  Dollars  ($75,000)  upon  Licensee's
                 (or its  sub-licensee's)  receipt of U.S. FDA approval to
                 market the first Licensed Product.
        Each of the foregoing milestone payments are non-refundable and not
        creditable against any other payment due to Licensor pursuant to this
        Agreement.
6.05    Beginning in calendar year 2002 and in each calendar thereafter,
        Licensee will pay to Licensor guaranteed minimum annual royalties (to be
        credited against actual royalties payable pursuant to paragraph 6.01) of
        Ten Thousand Dollars ($10,000). This guaranteed minimum annual royalty
        is non-refundable and will be paid to Licensor in equal quarterly
        installments pursuant to Article 7 during each such calendar year. In no
        event shall any difference between actual royalties and guaranteed
        minimum annual royalties in any such calendar year affect Licensee's
        obligations to pay guaranteed minimum annual royalties in any other
        calendar year.
6.06    Licensee's failure to pay full royalties under paragraph 6.01 or to make
        any payment required by paragraph 6.04, after written notice of such
        failure and an opportunity to cure, shall entitle Licensor to terminate
        this Agreement pursuant to paragraph 10.03. Licensee's failure to make
        any of the payments required by paragraph 6.05, after written notice of
        such failure and an opportunity to cure, shall be an automatic
        termination of this Agreement by Licensee pursuant to paragraph 10.02
        and Licensee shall be released of its obligations to make any further
        payments to Licensor pursuant to paragraph 6.05.

7.      Payment Reports and Records
        ---------------------------
7.01    All payments required to be made by Licensee to Licensor pursuant to
        this Agreement shall be made to Licensor in U.S. Dollars by wire
        transfer or by check payable to Licensor and sent to the address set out
        in paragraph 13.01 for Licensor.


<PAGE>



7.02    Payments due from Licensee to Licensor pursuant to paragraphs 6.01, and
        6.05 will be paid within thirty (30) days after the end of each calendar
        year quarter during which the payment accrued. Payment shall be
        accompanied by a statement of the amount of Net Sales, the amount of any
        deduction, and the total payment due from Licensee to Licensor.
7.03    Licensee shall maintain complete and accurate books of account and
        records showing Net Sales. Such books and records of Licensee shall be
        open to inspection, in confidence, by Licensor during usual business
        hours, by an independent certified public accountant to whom Licensee
        has no reasonable objection, for two (2) years after the calendar year
        to which they pertain, for the purpose of verifying the accuracy of the
        payments made to Licensor by Licensee pursuant to this Agreement.
        Licensee shall use commercially reasonable efforts to require any
        sublicensees hereunder to maintain such books and allow such inspection
        by Licensee and shall, on request, disclose such information to Licensor
        as part of such inspection. Inspection shall be at Licensor's sole
        expense and reasonably limited to those matters related to Licensee's
        payment obligations under this Agreement and shall take place not more
        than once per calendar year.

8.      Infringement
        ------------
8.01    Each party shall promptly notify the other party of any known,
        threatened or suspected infringement of any of the Agreement Patents by
        any third party or entity brought to its attention. Licensee shall have
        the right, in its sole discretion and its expense, to initiate legal
        proceedings on its behalf or in Licensor's name, if necessary, against
        any infringer of an Agreement Patent. Licensee shall notify Licensor of
        its intention to initiate such proceedings at least thirty (30) days
        prior to commencement thereof. Any settlement or recovery received from
        any such proceeding shall be divided seventy percent (70%) to Licensee
        and thirty percent (30%) to Licensor after Licensee deducts from any
        such settlement or recovery its reasonable counsel fees and
        out-of-pocket expenses relative to any such legal proceeding. If
        Licensee decides not to initiate legal proceedings against any such
        infringer, then Licensor shall have the right to initiate such legal
        proceedings. Any settlement or recovery received from any such
        proceeding shall be divided thirty percent (30%) to Licensee and seventy
        percent (70%) to Licensor after Licensor deducts from any such
        settlement or recovery its reasonable counsel fees and out-of-pocket
        expenses relative to any such legal proceeding.
8.02    In the event that either party (Licensor or Licensee) initiates or
        carries on legal proceedings to enforce any Agreement Patent against an
        alleged infringer, the other party shall fully cooperate with and supply
        all assistance reasonably requested. Further, the other party, at its
        expense, shall have the right to be represented by counsel of its choice
        in any such proceeding. The party who initiates or carries on the legal
        proceedings shall have the sole right to conduct such proceedings
        provided, however, that such party shall consult with the other party to
        this Agreement prior to entering into any settlement thereof.

9.      Prohibition on Use of Names
        ---------------------------
9.01    Licensor and Licensee each shall not use the name of the other without
        prior written consent, except if the use of such name is required by
        law, regulation or judicial order, in which event the party intending to
        use such name will promptly inform the other prior to any such required
        use.


<PAGE>



10.     Term and Termination
        --------------------
10.01   This Agreement shall be effective as of the Effective Date and, unless
        terminated earlier pursuant to Paragraphs 6.06, 10.02, 10.03 or 10.04,
        the term of this Agreement shall continue in effect for the later of (1)
        ten (10) years from the first commercial sale of a Licensed Product or
        (2) the expiration date of the last to expire patent of Agreement
        Patents.
10.02   Licensee may terminate this Agreement and the licenses granted hereunder
        prior to the expiration date by giving notice to Licensor thirty (30)
        days prior to such termination. Upon such termination the licensees
        granted by Licensor to the Licensee shall terminate and Licensee shall
        not use Agreement Patents for any purpose.
10.03   If either party (Licensor or Licensee) defaults on or breaches any
        material condition of this Agreement, the aggrieved party may serve
        notice upon the other party of the alleged default or breach. If such
        default or breach is not remedied within thirty (30) days from the date
        of such notice, the aggrieved party may at its election terminate this
        Agreement. Any failure to terminate hereunder shall not be construed as
        a waiver by the aggrieved party of its right to terminate for future
        defaults or breaches. Licensee's damages for any breach of the Agreement
        by Licensor will be limited to a reduction or suspension of the payment
        obligations of Licensee hereunder. Upon termination of this Agreement by
        Licensor pursuant to this paragraph, the licenses granted by Licensor to
        Licensee shall terminate and Licensee shall not use Agreement Patents
        for any purpose.
10.04   If Licensee becomes insolvent or makes an assignment for the benefit of
        creditors or if proceedings for a voluntary bankruptcy are instituted on
        behalf of Licensee or if Licensee is declared bankrupt or insolvent,
        Licensor may at its election terminate this Agreement by notice to
        Licensee. Upon termination of this Agreement by Licensor pursuant to
        this paragraph, the licenses granted by Licensor by Licensee shall
        terminate and Licensee shall not use Agreement Patents for any purpose.
10.05   Termination of this Agreement by Licensor shall not prejudice the right
        of Licensor to recover any royalty due pursuant to paragraphs 6.01 and
        6.02 at the time of termination or accrued prior to termination and
        payable after termination.

11.     Amendment and Assignment
        ------------------------
11.01   This Agreement sets forth the entire understanding between the parties
        pertaining to the subject matter hereof.
11.02   Except as otherwise provided herein, this Agreement may not be amended,
        supplemented or otherwise modified, except by an instrument in writing
        signed by both parties.
11.03   Without the prior written approval of Licensor, which approval shall not
        be unreasonably withheld, Licensee may not assign this Agreement except
        to a party acquiring substantially all of the Licensee's business to
        which this Agreement relates. Licensor may assign this Agreement to a
        party acquiring the Agreement Patents from Licensor.


<PAGE>


12.     Miscellaneous Provisions
        ------------------------
12.01   This Agreement shall be construed and the rights of the parties governed
        in accordance with the laws of the State of New York, excluding its law
        of conflict of laws. Any dispute or issue arising hereunder, including
        any alleged breach by any party, shall be heard, determined and resolved
        by an action commenced in the state or federal courts in New York City,
        New York, which the parties hereby agree shall have proper jurisdiction
        and venue over the issues and the parties. Licensor and Licensee hereby
        agree to submit to the jurisdiction of the state or federal courts in
        New York and waive the right to make any objection based on jurisdiction
        or venue. The New York courts shall have the right to grant all relief
        to which Licensor and Licensee are or shall be entitled hereunder,
        including all equitable relief as the Court may deem appropriate.
12.02   This Agreement has been prepared jointly.
12.03   If any term or provision of this Agreement or the application thereof to
        any person or circumstance shall to any extent be invalid or
        unenforceable, the remainder of this Agreement or the application of
        such term or provision to persons or circumstances other than those as
        to which it is held invalid or unenforceable shall not be affected
        thereby and each term and provision of this Agreement shall be valid and
        enforced to the fullest extent permitted by law.
12.04   Licensee agrees to indemnify Licensor, its trustees, employees and
        agents for the cost of defense and for damages awarded, if any, as a
        result of any third party claims, liabilities, suits or judgments
        arising out of the research, development, marketing, manufacture and/or
        sale of Licensed Products by Licensee and/or the licenses granted under
        this Agreement, so long as such claims, liabilities, suits, or judgments
        are not attributable to grossly negligent or intentionally wrongful acts
        or omissions by Licensor, its trustees, employees and agents or a breach
        by Licensor of this Agreement. This indemnity is conditioned upon
        Licensor's obligation to: (i) advise Licensee of any claim or lawsuit,
        in writing promptly after Licensor has received notice of said claim or
        lawsuit (ii) assist Licensee and its representatives in the
        investigation and defense of any lawsuit and/or claim for which
        indemnification is provided (iii) permit Licensee to control the defense
        of such claim or lawsuit for which indemnification is provided.
12.05   Licensee, and Licensor each represent and warrant that it has the right
        and capacity to enter into the Agreement and to carry out all
        transactions and perform all obligations contemplated therein.
12.06   Nothing in this Agreement is or shall be construed as:
        (a)      A warranty or representation by Licensor that anything made or
                 used by Licensee under any license granted in this Agreement is
                 or will be free from infringement of patents, copyrights, and
                 other rights of third parties; or
        (b)      Granting by  implication,  estoppel,  or otherwise any license,
                 right or interest other than as expressly set forth herein.
12.07   Nothing contained in this Agreement shall be construed to form or
        constitute any relationship among Licensee, and Licensor other than
        licensor and licensee. No party, by virtue of this Agreement, shall have
        the right or authority to act for, or to bind another party.


<PAGE>



12.08   Except as expressly set forth in this Agreement, the parties MAKE NO
        REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
        IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUE OR OTHERWISE, AND
        THE PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF
        MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF
        NON-INFRINGEMENT.
12.09   If it is necessary to carry out additional research and development at
        Licensor in order to bring Licensed Products to market, then this work
        will be done at Licensee's expense under terms of a separate Sponsored
        Research Agreement to be negotiated by the parties. Such agreement will
        contain provisions for payment of the indirect costs of Licensor at the
        standard rate of 65%. Intellectual property developed in the course of
        such work will be property of Licensor, and Licensee will have an
        exclusive option to obtain a license to such property.

13.     Notices
        -------
13.01   Any notice or report required or permitted hereunder shall be given in
        writing by registered or certified mail, return receipt request, or
        overnight courier to the following addresses (or to such other address
        specified by any party):

                  To Licensee:
                  -----------

                  Lexon Inc.
                  8908 South Yale Avenue - Suite 409
                  Tulsa, OK  74137

                  Att:  _________________________________

                  To Licensor:
                  -----------

                  North Shore - Long Island Jewish Research Institute
                  New Hyde Park, New York  11040

                  Attention:  Nicholas Chiorazzi, M.D.

                  With copy by Fax and Regular Mail to:

                  Reginald Bullock, Esq.
                  Office of Legal Affairs
                  North Shore Long Island Jewish Health System, Inc.
                  150 Community Drive
                  Great Neck, NY  10021
                  (516) 465-8973
                  (516) 465-8105 (fax)


<PAGE>



         IN WITNESS WHEREOF, the parties have entered into this Agreement
effective as of the day and year first above written.

                                   NORTH-SHORE LONG ISLAND
                                   JEWISH RESEARCH INSTITUTE

                                   By

                                   Title

                                   Date


                                   LEXON INC.

                                   By

                                   Title

                                   Date



<PAGE>


1.       Microwave Oven (Emerson)
2.       Labconco Dessicator
3.       5402 Cold microcentrifuge
4.       Bekman TJ-6 centrifuge
5.       Picker Viewing lightbox
6.       Fotodyne documentation center
7.       County Welding
8.       Cryoplus II tank (Forma Scientific)
9.       Power supply model 200/2 (Biorad)
10.      Power supply model 500/2 (Biorad)
11.      1 KB power supply 2016 vacugene
12.      Fisher Vortex Gene 2
13.      Fisher Scientific Water bath (x2)
14.      Emerson Microwave oven
15.      Corning pH meter
16.      Thermolyne dry bath (x2)
17.      Thermix stirring hot plat model 620 T
18.      Thermix stirring hot plat model 310 T
19.      SG210D Speed Gel
20.      Savant Gel Dryer
21.      Inverted Microscope (Olympus)
22.      Tissue Culture Incubator
23.      Cold Microcentrifuge
24.      Regular Microscope (Olympus)
25.      Nikon Microscope
26.      DNA Thermal Cycler (Perkin Elmer-Cetus)
27.      Flammable Chemical Cabinet
28.      Distilled Water Apparatus (milli Q)
29.      Liquid Nitrogen Tank
30.      Dry Ice Chest
31.      Dry Ice Maker
32.      Desiccator Cabinet
33.      Pump
34.      Mini-Electrophoresis (X6)
35.      Regular Electrophoresis (X1)
36.      Blotting Apparatus (X4)
37.      Power Supplies (X6)
38.      Fraction Collectors (X2)
39.      Homogenizer
40.      Positive Displacement Microman (X5)
41.      Regular Pipetteman (X20)
42.      Quick Sealer
43.      X-Ray Cassettes With Intensifying Screens (X5)
44.      Sampling Manifold Radioisotope Shields (X3)
45.      Dynamic Pro 30 Scanner (Envision)
46.      Speedvac Concentrator (Savant)

<PAGE>


47.      Clean Spot (Coy Lab)
48.      Echotherm In30 Chilling Incubator (Torrey Pines Scientific (x2)
49.      Hybridization Oven (Labline Instruments)
50.      Centrifuge Model TJ-6 (Beckman)
51.      5402 Microcentrifuge (X3 Beckman)
52.      5415 Microcentrifuge (Ependorf)
53.      Ph Meter 430 (Corning)
54.      AE260 Delta Ranger Microanalytical Balance (Mettler)
55.      UV Stratalinker (Stratagene)
56.      1165 Refrigerated Constant Temperature Recirculator (X2 VWR)
57.      SCI-ER Water Bath (Bellco)
58.      Model 3 Survey Meter (Ludlum Measurements Inc)
59.      Digital Camera (Kodak)
60.      Digital Video Camera (Pixera)
61.      Shaker (Thermolyne)
62.      Stirring Hot Plate (Fisher Scientific)
63.      Dribath Type 17600 (X2 Thermolyne)
64.      Speedgel SG210 Gel Dryer (Savant)
65.      Cryoplus Liquid Nitrogen Storage Freezer (Cryomed-Forma Scientific)
66.      Laminar Flow Workstation (Forma Scientific)
67.      DR4 Drying Oven (Baxter)
68.      Oven (37 Degrees C)
69.      Tissue culture incubator (Forma Scientific)
70.      -20 Degree freezer (Forma Scientific)
71.      -80 Degree freezer (Forma Scientific)
72.      -20 Degree freezer (tabletop)
73.      Liquid Nirtogen Tank
74.      Liquid Nitrogen Tank
75.      Glassware
76.      Plasticware
77.      Hardware
78.      Books
79.      Cabinets
80.      Shelving
81.      Lexmark printer R+ (x2)
82.      Lexmark printer
83.      Fax machine (Panasonic)
84.      Dell Dimension XPS P266 Computer (Dell)
85.      Gateway computer (Vx900) (x2)
86.      2120 Copy Machine (Canon)
87.      PCL5 Printer (Hewett Packard)
88.      Elite Primera Pro Color Printer (Fargo)
89.      Office Supplies
90.      Document Work Center (Xerox)
91.      Seiko Smart label printer


<PAGE>


                                    Exhibit 3
                                   Term Sheet

License for a set of three technologies based on the the ebaf/lefty-A Protein
From North Shore - LIJ Research
Institute to Lexon, Inc
I.       Background

The following technologies developed by Dr S Tabibzadeh are the property of
NSLIJ.

-    Inhibition of TGF-Beta and Uses Thereof. US Patent Application 09/679,971
-    Method for Inducing  Growth and Enhancing  Survival of Nervous  Tissue.  US
     Patent application 09/561,861
-    Method  for  Promoting  Hair  Growth.  US  Provisional  Patent  Application
     60/242,314

     Lexon wishes to obtain an exclusive license (with right to sublicense) to
develop these technologies.
II.      Financial Terms

Patent fees

     Lexon will reimburse NSLIJ for patent fees, both domestic and foreign, that
     have already been incurred in protecting the inventions. Expenses incurred
     to date are as follows:
     A.       Inhibition of TGF-Beta:  $17,500
     B.       Method for Inducing Growth:  $34,500
     C.       Method for Promoting Hair Growth:  $7,350
     (Exact amounts will be set out in final draft of the license.)
     Lexon will reimburse NSLIJ for future patent fees.
              License signing fees

              $12,000 for each technology ($36,000 total), not creditable
              against royalties.

              License maintenance fees

              For each technology: $12,000 payable on the first anniversary of
              effective date of the license; $25,000 payable on the second
              anniversary; $50,000 payable on the third anniversary; $100,000
              payable on the fourth and subsequent anniversary dates. License
              maintenance fees are creditable against royalties.
              Royalties

              7% on net sales on any product based on a licensed technology; 35%
              on net proceeds if Lexon sublicenses a technology that is then
              developed by a third party; subject to the minimum annual
              maintenance fee. Royalties are creditable against annual license
              maintenance fees.


<PAGE>



              Royalty stacking

              If Lexon must pay a royalty to a third party in order to market a
              product based on a licensed technology, then NSLIJ's share of
              royalty can decrease to no less than 4% of net sales, subject to
              the minimum annual licensing fee.
              Termination

              All rights to any one of the technologies revert to NSLIJ if Lexon
              decides not to pursue development of a technology. All fees paid
              up to that point are nonrefundable.
III.   Normal and Customary Terms and Conditions for an Exclusive Patent License
       The normal and customary terms and conditions for exclusive patent
       license will apply.