CONFIDENTIAL DOCUMENT

                                  17 July 2000

                    PROFESSIONAL SERVICES and CONFIDENTIALITY
                                AGREEMENT between
                                   Lexon, Inc.
                                        &
                          DIAGNOSTIC ONCOLOGY CRO, Inc.




                                     PARTIES

The parties to this  Professional  Services and  Confidentiality  Agreement  are
Lexon,  Inc. and its affiliates,  subsidiaries and the like ("LEXON") located in
Tulsa,  Oklahoma,  and  DIAGNOSTIC  ONCOLOGY  CRO,  Inc.  ("DOCRO"),  located in
Seymour, Connecticut.



                                    PURPOSES

LEXON is engaged in the business of developing medical  diagnostic  products for
distribution  to the  biotechnology,  healthcare,  medical  diagnostic,  medical
device, and therapeutic  industries,  in particular,  in vitro diagnostic assays
for  determining  the amount of ebaf tumor marker in the tissues,  blood,  other
fluids, and other specimen matrices of mammals.

DOCRO is engaged in providing technology assessment, technology development, and
laboratory  and  clinical  trial  services  to  medical  device  developers,  in
particular,  providing technology assessment and technology development services
related to the development and  commercialization  of in vitro diagnostic assays
for  determining  the amount of tumor markers or other  analytes in the tissues,
blood, other fluids, and other specimen matrices of mammals.

LEXON wishes to engage DOCRO to conduct a technology  assessment and development
program for LEXON's ebaf tumor marker technology. This program requires DOCRO to
assess the current  technical  and clinical  performance  of the  existing  ebaf
reagents as provided by Dr. S.Tabibzadeh, North Shore University Hospital, North
Shore,  New York, then for DOCRO to develop  purified ebaf antigens  (native and
recombinant  protein  and  various  peptides,  for all four known  forms of ebaf
protein  expressed in human tissue (precursor ebaf protein having an approximate
molecular weight (including  native  glycosylation) of 42 kDa, and three clipped
forms of this precursor having  approximate  molecular weights (including native
glycosylation)  of 34 kDa,  26 kDa,  and 14 kDa) and then to raise a variety  of
monoclonal  antibodies  and polyclonal  antibodies to these various  antigens to
determine  if any ebaf  protein is  overexpressed  in the tissue,  blood,  other
fluids, and other specimen matrices from humans diagnosed with colorectal cancer



<PAGE>

when compared to similar  specimens from apparently  healthy,  normal humans and
from  a  variety  of  humans   diagnosed  with  other   malignant   diseases  or
non-malignant diseases. Further, if an ebaf protein is determined by DOCRO to be
overexpressed  in  malignant  disease  and  not  in  non-malignant   disease  or
apparently  healthy  normals and LEXON  agrees,  DOCRO  shall  develop an enzyme
immunoassay  for such ebaf  protein to confirm the results in the blood or other
fluid specimen  matrix of a  statistically  significant  number (maximum of 400)
patients.

In consideration of the mutual promises specified below, DOCRO offers to provide
technology assessment and technology development  professional services to LEXON
in  accordance  with the terms and  conditions  of this  Agreement,  which LEXON
accepts.



                                   DEFINITIONS

"Confidential & Proprietary  Information" shall include any information owned by
any party, as well as information developed by DOCRO in connection with services
performed  under this Agreement which shall be considered  LEXON's  confidential
information,  whether or not such information is in oral, written or other form,
or was  denominated or specifically  identified as confidential  when disclosed,
observed or  developed.  Such  information  may  include,  but is not limited to
commercial or  technological  plans,  customer lists,  discoveries,  inventions,
know-how,  processes,  software,  suppliers,  trade  secrets,  as  well  as  any
analytical chemical or biological specimens or prototypes.

"DOCRO" shall mean the entity  identified in the PARTIES section,  including any
entities affiliated with DOCRO,  including but not limited to DOCRO's employees,
agents, officers or principals, and, its contractors.

"LEXON" shall mean the entity  identified in the PARTIES section,  including any
entities affiliated with LEXON (or any purchaser of substantially all of LEXON's
assets),  including but not limited to LEXON's  employees,  agents,  officers or
principals, and, its contractors.

"PRODUCTS"  shall mean LEXON's ebaf  technology  used for the assessment  and/or
development of an in vitro  diagnostic assay to determine if any ebaf protein is
overexpressed in the tissue,  blood,  other fluids,  and other specimen matrices
from humans diagnosed with colorectal  cancer when compared to similar specimens
from apparently  healthy,  normal humans and from a variety of humans  diagnosed
with other malignant diseases or non-malignant diseases, including any native or
recombinant  ebaf protein or peptide antigen in any form, and antibody raised to
any native or recombinant ebaf protein or peptide antigen.


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                              TERMS AND CONDITIONS


1.0   Services to be Provided by DOCRO

1.1. Technology  Assessment - DOCRO shall assess for LEXON the current technical
and clinical  performance of the existing ebaf reagents as provided by LEXON and
the inventor,  Dr. S.Tabibzadeh,  North Shore University Hospital,  North Shore,
New York.

1.2. Technology  Development -DOCRO shall develop purified ebaf antigens (native
and recombinant  protein and various peptides,  for all four known forms of ebaf
protein  expressed in human tissue (precursor ebaf protein having an approximate
molecular weight (including  native  glycosylation) of 42 kDa, and three clipped
forms of this precursor having  approximate  molecular weights (including native
glycosylation)  of 34 kDa,  26 kDa,  and 14 kDa) and then to raise a variety  of
monoclonal  antibodies  and polyclonal  antibodies to these various  antigens to
determine  if any ebaf  protein is  overexpressed  in the tissue,  blood,  other
fluids, and other specimen matrices from humans diagnosed with colorectal cancer
when compared to similar  specimens from apparently  healthy,  normal humans and
from  a  variety  of  humans   diagnosed  with  other   malignant   diseases  or
non-malignant diseases. Further, if an ebaf protein is determined by DOCRO to be
overexpressed  in  malignant  disease  and  not  in  non-malignant   disease  or
apparently  healthy  normals and LEXON  agrees,  DOCRO  shall  develop an enzyme
immunoassay  for such ebaf  protein to confirm the results in the blood or other
fluid specimen  matrix of a  statistically  significant  number (maximum of 400)
patients.

1.3. Analysis and Reports - DOCRO shall provide to LEXON an analysis and written
report of the work performed with recommendations for the next steps to be taken
by DOCRO  conducted in Section  1.1. and Section 1.2. on a bi-weekly  basis from
the inception of the project.  LEXON must provide written  notification to DOCRO
within  forty-eight  (48) hours of the  issuance of the report if LEXON  desires
DOCRO not to perform the work that DOCRO  recommends in the report.  DOCRO shall
provide to LEXON a written report  summarizing  DOCRO's  findings and activities
upon DOCRO's  completion of the technology  assessment portion of this Agreement
and upon termination of this Agreement.

1.4. The parties agree that DOCRO shall  provide  LEXON with its services  under
this  Agreement on a  non-exclusive  basis.  Subject to the  limitations of this
Agreement,  DOCRO and LEXON  may  provide  or  obtain  consulting  and  advisory
services to or from any third party.

1.5.  Pursuant  to the  terms  of this  Agreement,  DOCRO  shall  commence  work
immediately upon receipt of a fully executed  original of this Agreement and the
initial moneys set forth herein.


2.0   Term

2.1. The term of this  Agreement  shall  commence on 8 August  2000,  and shall
continue for a duration of one (1) year,  but after  DOCRO's  completion  of the
technology assessment portion of


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this  Agreement  may be  terminated  at will by LEXON  giving  thirty  (30) days
written  notice to the other.  In the event of such  termination,  LEXON's  sole
obligation  to DOCRO shall be to pay DOCRO any fees and  expenses  for  services
either  (i)  rendered  by the date of  termination  or (ii) at  least  partially
rendered  and  committed  with  respect to any case report from an  investigator
working for DOCRO, such fees and expenses to be subtracted from the down payment
made by LEXON pursuant to Section 3.3. hereof.  The balance shall be returned to
LEXON.  In no event shall the amount due be greater than the amount set forth in
Section 3.

2.2. The confidentiality  provision of Section 4.0 of this Agreement shall be in
force for a period of three (3) years from the effective date of this Agreement.


3.0   Compensation & Reimbursement

3.1. DOCRO shall be compensated by LEXON  according to the terms of the attached
schedule (see  Attachment A. - Estimated Fees,  Milestone and Payment  Schedule)
and this Section 3.0 for the conduct of the technology assessment and technology
development professional services rendered by DOCRO under the provisions of this
Agreement.

3.2.  DOCRO  shall be  compensated  by LEXON for the  conduct of the  technology
assessment  and  technology  development  professional  services in total of one
million,  four hundred,  ninety-five  thousand dollars (US  $1,495,000.00).  The
first three (3) fully creditable and  non-refundable  payments to DOCRO totaling
five  hundred,  fifty  thousand  dollars (US  $550,000.00)  as described in this
section of the  Agreement and in any  attachment  to this  Agreement are made to
DOCRO for the conduct of the technology  assessment  portion of this  Agreement.
The first payment to DOCRO shall be a fully creditable,  non-refundable  advance
payment of one hundred thousand dollars (US $100,000.00)  upon execution of this
Agreement.   The  second   payment  to  DOCRO  shall  be  a  fully   creditable,
non-refundable  payment of two hundred,  fifty thousand dollars (US $250,000.00)
thirty (30) days after the date of execution of this contract. The third payment
to DOCRO  shall be a fully  creditable,  non-refundable  payment of two  hundred
thousand  dollars (US  $200,000.00)  sixty (60) days after the execution date of
this  Agreement.  The  basis  for these  amounts  and the  dates for  additional
payments to be made by LEXON to DOCRO are set forth in Attachment A. - Estimated
Fees,  Milestone  and  Payment  Schedule.  Such  payments  shall be made by wire
transfer to DOCRO's bank  account:  People's  Bank of  Connecticut,  Bridgeport,
Connecticut - Bank Routing Number  221172186,  Account Number  014-7006302.  The
aggregate  amount of the three advance  payments,  five hundred,  fifty thousand
dollars (US $550,000.00) shall be subtracted from the total payment due to DOCRO
hereunder.

3.3.  DOCRO  shall  bill  LEXON  for the  remaining  balance  of  nine  hundred,
forty-five  thousand  dollars  (US  $945,000.00)  plus any  additional  expenses
approved by LEXON and incurred as described in Attachment  A. - Estimated  Fees,
Milestone and Payment  Schedule for services  rendered on this contract shall be
billed to LEXON  according to Attachment A., such monies to be used by DOCRO for
the assay development portion of this Agreement.  LEXON shall reimburse DOCRO on
a net  fifteen  (15) day basis,  time  commencing  from  submission  to LEXON of
invoice and statement of work completed or expenses incurred.  If timely payment
for invoiced


                                   --4 of 14--

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fees is not made,  in  addition  to other  remedies,  DOCRO may impose and LEXON
shall pay, a late payment charge equal to one and one-half percent (1.5%) of the
overdue amount each month.


3.4.  DOCRO will notify  LEXON in writing  within five (5) working days from the
effective  date if the estimated  fees and expenses for this project  exceed one
million,  four hundred,  ninety-five  thousand dollars (US  $1,495,000.00)  (Fee
Cap),  including expenses described in Attachment A. - Estimated Fees, Milestone
and Payment Schedule, but not including additional expenses, in which case LEXON
may  terminate  the  Agreement.  DOCRO  shall  provide  LEXON a written  Project
Description & Estimate  (PDE)  describing  the new aspects or tasks  required to
complete  the  project.  The Fee Cap  shall  not  include  any fees or  expenses
applicable  to any  meeting  with any person or group other than  meetings  with
LEXON or with Dr. S.  Tabibzadeh to review work performed and planned related to
the technology assessment and development of the ebaf tumor marker technology.

3.5.  DOCRO shall not  initiate  any work the cost of which shall exceed the Fee
Cap prior to obtaining  LEXON's written  approval of a PDE. A PDE shall describe
the aspects of the project to be performed by DOCRO,  including a description of
the specific  personnel and other  resources  needed to perform the new tasks of
the project,  the time or schedule needed to complete such tasks, and a proposed
schedule  for project  related  payments.  The Fee Cap shall be increased by the
amount of any approved PDE.

3.6.  DOCRO  shall  ensure  that all charges  are  allocated  accurately  to the
activity or project for which such charges were  incurred,  and are supported by
documents.  The nature and purpose of all invoiced  items shall be identified in
the supporting documents.

3.7. DOCRO shall be paid for reasonable and necessary business expenses that are
incurred by DOCRO in the course of performing the  obligations of this Agreement
as described  in this  Agreement.  Such costs may include,  (but are not limited
to), the  following:  computer  research;  laboratory  expenses;  long  distance
telephone and telefacsimile charges;  postage, printing and courier charges; and
travel  expenses,  (including  the cost of  transportation,  meals and lodging).
LEXON shall  compensate  DOCRO fully for all travel and living expenses that are
not  described in  Attachment  A. but that either are agreed to by LEXON and are
incurred  for site visits to the premises of LEXON,  any clinical  investigator,
any laboratory investigator,  or any other location that may be requested or are
required  in order  for  DOCRO to  fulfill  its  obligations  described  in this
Agreement.

3.8. The cost to prepare any reagents,  materials,  or products by a third party
on  behalf of DOCRO and  LEXON  shall be  passed  on to LEXON  with an  eighteen
percent (18%) additional mark-up by DOCRO.  However,  any equipment,  materials,
consumables,  or non-ebaf  specific  reagent  paid for by LEXON shall become the
property of DOCRO upon the termination of this AGREEMENT.



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4.0 Confidential & Proprietary Information

4.1.  DOCRO and LEXON hereby agree with respect to  Confidential  &  Proprietary
Information:   (1)  to  maintain  the  confidentiality  of  any  Confidential  &
Proprietary Information disclosed; (2) not to make any disclosure of proprietary
or confidential  information to any third party;  (3) not to use  Confidential &
Proprietary  Information except for the Purposes contemplated in this Agreement,
unless such further use is  specifically  authorized in writing by the party who
has  title  to the  information;  (4) to  protect  the  other's  Confidential  &
Proprietary  Information  whether in storage or in use,  with the same degree of
care as is exercised  to protect its own against  public  disclosure  (but in no
case  with  any less  degree  than  reasonable  care);  and (5) not to  disclose
Confidential  & Proprietary  Information  to any personnel  other than those for
whom  such  knowledge  is  essential  for  the  purposes  contemplated  in  this
Agreement,  and such  disclosure to them shall be made only under  conditions of
strict confidentiality.

4.2.  The  obligations  in this  Article  shall  not  apply  to  Confidential  &
Proprietary   Information   that  a  party  can  show  by  previously   existing
documentation:  (a) is in the public domain on the date of this  Agreement;  (b)
comes  into  the  public  domain  other  than  through  that  party's  fault  or
negligence;  (c) is  obtained  lawfully  from a third  party with full rights of
disclosure;  (d) was known  already  to that party at the date of receipt of the
information pursuant to this Agreement;  (e) becomes known independently to that
party without making use of any of the other party's  Confidential & Proprietary
information.

4.3. If this Agreement  expires or is terminated,  then a receiving  party shall
promptly return all  Confidential & Proprietary  Information,  together with all
copies thereof, except for the retention of one copy for archival purposes. Upon
a written request,  the parties shall respectively provide an accounting for the
disposition   of  all  such   documents  or   specimens,   including  a  written
certification  attesting  to return of all such  confidential  information.  The
parties shall return such items regardless of any claims against one another.

4.4.  No party  shall  make any  press  release  or  other  public  announcement
concerning  the terms or  execution  of this  Agreement  without  prior  written
consent of the other parties.

4.5. If a disclosure of  Confidential  & Proprietary  Information  prohibited by
this Agreement is specifically required by law or by court order, any party will
notify the other parties of such required disclosure and, if so requested,  will
execute all necessary documents and provide all reasonable  assistance necessary
to defend the other  party's  lawful right to prevent or limit such  disclosure.
The notifying party shall be entitled  reasonable  compensation for assisting in
such a defense.


5.0 Warranties & Certifications

5.1. DOCRO  warrants  that it shall  make  its best  efforts  to  evaluate  and
demonstrate  that the ebaf  technology  performs  technically  and clinically as
claimed by LEXON and by Dr. S.  Tabibzadeh,  North  Shore  University  Hospital,
North Shore, New York. However, DOCRO does


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not  guarantee  that the  current  ebaf  reagents  or  assay  as run in  DOCRO's
laboratory  will meet or exceed the  performance  claims asserted by LEXON or by
Dr. S. Tabibzadeh.

5.2.  DOCRO does not guarantee  that the ebaf reagents and assay to be developed
by DOCRO  under the terms of this  Agreement  shall meet or exceed the claims of
LEXON nor does DOCRO  guarantee  that the  developed  assay  provide  sufficient
technical  or  clinical  performance  characteristics  nor  sufficient  clinical
sensitivity  and  specificity  to  warrant   additional  assay   development  or
subsequent  clinical trials,  including any trial intended for submission to FDA
for  LEXON to gain  approval  to market an ebaf  assay in the  United  States of
America.

5.3. DOCRO certifies that all of its employees, agents and contractors are bound
by the provisions of this  Agreement,  that it has obtained  written  agreements
from such  employees  and agents  that are  consistent  with the  provisions  of
Section 4.0 of this Agreement,  and that it will obtain written  agreements from
employees,  agents and contractors who in the future will become associated with
the project contemplated in this Agreement.

5.4.  DOCRO  represents  and certifies that it and its employees and agents have
all appropriate expertise, training, certifications, immunizations and equipment
to safely and lawfully  handle any materials,  perform any laboratory  tests, or
enter into work  areas  which may be  necessary  for work  performed  under this
Agreement.

5.5. LEXON certifies that all of its employees, agents and contractors are bound
by the provisions of this  Agreement,  that it has obtained  written  agreements
from such  employees  and agents  that are  consistent  with the  provisions  of
Section 4.0 of this Agreement,  and that it will obtain written  agreements from
employees,  agents and contractors who in the future will become associated with
the project contemplated in this Agreement.

5.6. LEXON warrants that no danger, hazard, or the like is known with respect to
its PRODUCTS,  other than those dangers known to be associated  with  infectious
blood samples.

5.7.  LEXON  and  DOCRO  warrant  that the  signatories  to this  Agreement  are
authorized to execute this Agreement on behalf of the respective parties.


6.0   Modification of Agreement

6.1. No waiver or modification of this Agreement shall be valid, nor shall it be
offered or received in evidence in any  proceeding,  arbitration  or  litigation
between the parties  arising  out of or related to this  Agreement,  unless such
waiver or  modification  is in writing signed by authorized  representatives  of
both parties,  particularly pointing out any provisions to be added, deleted, or
modified.

6.2. Unless  expressly  approved by the waiving party in accordance with Section
6.1.,  the failure of either party to enforce any  provision  of this  Agreement
shall not be  construed  as a waiver or  limitation  of that  party's  rights to
subsequently enforce and compel strict compliance with every


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provision of the  Agreement.  No waiver  (express or implied) by either party of
any  breach  of this  Agreement  shall  constitute  a  waiver  of any  other  or
subsequent breach.


7.0 Assignment

This Agreement  shall be binding on and inure to the benefit of each party,  its
successors or assigns.  No assignment  shall be made by either party without the
express  written  consent of the other  party  except that LEXON may assign this
agreement to a purchaser of substantially all of the assets of LEXON.


8.0 Independent Contractor Status

8.1. It is expressly  stipulated,  agreed and understood  among the parties that
the business  relationship  between DOCRO and LEXON shall be that of independent
contractors,  and does not  constitute a partnership,  joint venture,  agency or
contract of employment.

8.2. No party shall have the authority to make any  statements,  representations
or  commitments  of any kind, or to take any action that shall be binding on the
other,  except as provided for herein or authorized in writing by the parties to
be bound.

8.3.  DOCRO shall be responsible  solely for provision of personnel,  equipment,
and  supplies,  and,  subject  to the terms of this  Agreement,  for  payment of
DOCRO's costs, suppliers,  employees and contractors. In no case shall any party
have the authority,  or represent  themselves as having the  authority,  to bind
legally any other in contract, debt or otherwise.


9.0   Notice

9.1. Any notice  required under this  Agreement  shall be deemed given only upon
receipt of any letter or  instrument  sent by  certified  mail,  return  receipt
requested,  postage prepaid by the sender,  by overnight  courier or by personal
delivery,  unless prior notice is tenured by the sender that a signed  telefaxed
response  followed  by  confirmation  by mail  will  satisfy  the  terms of this
provision.

If to DOCRO:                                   If to LEXON:
------------                                   ------------
Mr. Thomas F. Soriano                          Dr. Thomas R. Coughlin, Jr.
President and Chief Executive Officer          Medical Director
DIAGNOSTIC ONCOLOGY CRO, Inc.                  Lexon, Inc.
73 Cogwheel Lane                               8908 South Yale Avenue, Suite 409
Seymour, CT  06483                             Tulsa, OK  74137-3545



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9.2.  From  time to time  either  party,  by  written  notice  to the  other  in
accordance  with this Section  11.0,  may  designate  different  or  alternative
addresses or manners of delivery that shall become the effective or  alternative
addresses, or manner of delivery, for such party or project as so designated.


10.0   Entire Understanding

This  Agreement  contains the complete  understanding  between the parties as to
conducting  the technology  assessment  and  technology  development of the ebaf
tumor  marker  technology,  but  shall not as of the date of  execution  of this
Agreement,  supersede the agreement  between the parties dated 04 April 2000 and
its extension dated 18 April 2000.


11.0   Severability

The terms of this Agreement are severable. If any term of this Agreement is held
invalid or unenforceable, the valid and enforceable portion of such term and the
remaining provisions of this Agreement will remain in full force and effect. The
remaining  contract  shall be  interpreted  consistently  with the intent of the
parties with respect to the entire Agreement when the contract was executed.


12.0 Dispute Resolution

12.1.  The  parties  agree  that they will use their  best  efforts  to  resolve
amicably  any  dispute  arising  out  of or  relating  to  this  Agreement.  Any
controversy,  claim or dispute  that cannot be so  resolved  shall be settled by
final  binding  arbitration  in  accordance  with  the  rules  of  the  American
Arbitration  Association  and judgment upon the award rendered by the arbitrator
or arbitrators may be entered in any court having jurisdiction thereof. Any such
arbitration  shall be conducted in  Connecticut.  Within one (1) month after the
commencement  of the  arbitration,  each party shall select one person to act as
arbitrator,  and the two arbitrators so selected shall select a third arbitrator
within one (1) month of their  appointment.  The  Arbitration  Period  shall not
exceed three (3) months. Each party shall bear its own costs and expenses and an
equal share of the arbitrator's expenses and administrative fees of arbitration.

12.2.  This Agreement  shall be governed by and construed in accordance with the
laws of the State of Connecticut, without consideration of choice of law.


13.0.  Headings

The headings  contained in this  Agreement are only for the  convenience  of the
parties and are not to be construed as a  substantive  provision and will not in
any manner affect the interpretation of this Agreement.


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The parties execute this Agreement in accordance with all of the above terms and
conditions.


For Lexon, Inc.:

By: /s/ THOMAS COUGHLIN                     Date: August 2, 2000
    ----------------------------                  ---------------------
      Signature

      Thomas R. Coughlin, Jr., M.D.
      Medical Director



For DIAGNOSTIC ONCOLOGY CRO, Inc.:

By: /s/ THOMAS F. SORIANO                   Date: July 17, 2000
    ----------------------------                  ---------------------
      Signature

      Thomas F. Soriano
      President and Chief Executive Officer



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ATTACHMENT A. - Estimated Fees,  Milestones and Payment
Schedule - Lexon, Inc. - ebaf Technology Assessment and
Development Project


Work to be Performed by DOCRO


1.   DOCRO shall assess the technical and clinical  performance  characteristics
     of the currently  existing  ebaf  reagents  (raw,  partially  purified,  or
     purified ebaf proteins (native or recombinant) or peptides and any antibody
     thereto)  provided to DOCRO by Dr. S.  Tabibzadeh,  North Shore  University
     Hospital,  North Shore,  New York or LEXON to determine if any ebaf protein
     is overexpressed  in humans diagnosed with colorectal  cancer when compared
     to humans  diagnosed  with a disease  other  than  colorectal  cancer or to
     apparently healthy, normal humans.

2.   If one or more ebaf proteins meets the  specifications in 1., above,  DOCRO
     shall develop  and/or refine ebaf antibody and antigen  reagents with which
     DOCRO shall develop and then characterize a microtiter  plate-based  enzyme
     immunoassay to determine the amount of that  particular ebaf protein in the
     blood or other fluid matrix of human subjects.

3.   DOCRO shall  contract  with,  manage,  oversee,  and  coordinate  all other
     contractors and  subcontractors who provide any material prepared under the
     terms of this Agreement.

4.   DOCRO  shall  provide  to LEXON on a  bi-weekly  basis  written  reports of
     DOCRO's  progress  and  recommendations  for the next segment of work to be
     performed.   LEXON  must  provide  written  notification  to  DOCRO  within
     forty-eight (48) hours of the issuance of the report if LEXON desires DOCRO
     not to perform the work that DOCRO recommends in the report.

5.   DOCRO shall provide to LEXON a written report summarizing  DOCRO's findings
     and activities upon DOCRO's completion of the technology assessment portion
     of this Agreement and upon termination of this Agreement.



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<TABLE>
<CAPTION>


A.  ESTIMATED Milestone and Payment Schedule:

<S>                                                                                 <C>                <C>
                                                                                   ESTIMATED        MILESTONE Payment Made by Lexon
Milestone                                                                    Completion Date        and Received by DOCRO
---------                                                                    ---------------        ---------------------

1.  LEXON and DOCRO EXECUTE CONTRACT/First Payment                              28 July 2000        US $  100,000.00


2.  Project Meeting with Dr. Tabibzadeh to Launch Project                        11 Aug 2000

3.  Transfer of portions of ebaf peptides, proteins, and antibodies              11 Aug 2000
    From Dr. Tabibzadeh's laboratory to DOCRO's laboratory

4.  Laboratory Work at DOCRO commences and continues through project             14 Aug 2000
         a.  Adds second bench staff personnel                                   28 Aug 2000        US $  250,000.00
         b.  Interview and selection of contractor(s) for development and        28 Aug 2000
             Production of peptides and polyclonal and monoclonal antibodies
         c.  Initiate purification of native ebaf                                11 Sep 2000
         d.  Initiate expression cloning of ebaf                                 11 Sep 2000
         e.  Acquire fresh frozen tumor and clinical sample sets from                ONGOING
              colorectal cancer patients
         f.  Characterize reagents produced by Dr. Tabibzadeh                   28 Sept 2000        US $  200,000.00
              - chromatography, electrophoresis/blotting, etc.
         g.  Testing clinical sample sets (cancer, normal, benign)                   ONGOING

5.  DOCRO and contractor(s) prepare peptides for Mab and Pab contractor(s)       16 Sep 2000

6.  DOCRO completes selection and purification of native/recombinant             13 Nov 2000
    ebaf proteins, ships sufficient quantities to Mab and Pab contractor(s)

7.  DOCRO receives first bleeds of Pab's to peptides; purify/test                20 Nov 2000


</TABLE>

                                  --13 od 14--

<PAGE>

<TABLE>
<CAPTION>

      <S>                                                                            <C>                <C>    <C>

8.  DOCRO receives second bleeds of Pab's to peptides; purify/test               19 Nov 2000        US $  400,000.00
    DOCRO receives first Mab's to peptides; purify/test

9. DOCRO receives first bleeds of Pab's to proteins; purify/test                 11 Jan 2001        US $  400,000.00
    DOCRO receives third bleeds of Pabs to peptides; purify/test

10. DOCRO receives second bleeds of Pab's to proteins; purify/test               06 Mar 2001
    DOCRO receives first Mab's to proteins; purify/test

11. DOCRO optimizes EIA sandwich assay for the form of ebaf upregulated          11 May 2001
    in colon cancer and test clinical samples

12. DOCRO issues written report of findings and recommendations to LEXON         31 May 2001        US $  145,000.00

13  LEXON makes GO/NO GO decision                                                15 Jun 2001
------------------------------------------------------------------------------------------------------------------------

                                                              TOTAL                10 MONTHS        US $1,495,000.00


</TABLE>


Comments:

Item 5. - Analysis of Tissue  Distribution  Data is critical  component  to this
project.

Item 7. - This  assumes the  concentration  of ebaf is greater than 50 microgram
per gram of colon cancer tissue. If this minimum  concentration is not achieved,
this milestone will depend solely upon  recombinant ebaf protein produced by/for
Dr. S. Tabibzadeh.

Item  12.  - This  milestone  will  be  completed,  most  likely  using  peptide
polyclonal antibodies.



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