CONSULTING AGREEMENT

         This Consulting Agreement effective September 1st , 2001 ("Effective
Date") by and between Lexon Inc. and Oklahoma Corporation hereinafter referred
to as "Company" or "Lexon" on one hand and Dr. Siamak Tabibzadeh hereinafter
referred to as "Consultant" or "Dr. Tabibzadeh" on the other.

                                    RECITALS

         WHEREAS, the Company has supported the consultant's research since July
of 1998.

         WHEREAS, the Company has an exclusive licensing agreement of certain
intellectual property invented by Consultant in connection with a Research and
License Agreement, dated July 1, 1998 with North Shore University Hospital
Research Corporation (NSUH) and a subsequent agreement.

         WHEREAS, the Company has the exclusive license for the
commercialization of the ebaf assay for the following purposes; (a) diagnostic
screening test for colon cancer; (b) diagnostic screening test for ovarian
cancer; (c) diagnostic screening test for bladder cancer; (d) Method for
inducing growth and enhancing survival of nervous tissue; (e) Inhibition of
TGF-Beta and Uses Thereof [US09/679,971]; and (f) Method for Promoting Hair
Growth

         WHEREAS, Lexon has engaged an independent third party Docro Inc. for
the commercialization of the ebaf assay technologies described above.

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

         WHEREAS, Lexon desires to retain consultant to contain his research and
to attempt to validate the technologies above and other duties as set forth
below.

         WHEREAS, Dr. Tabibzadeh's has been previously employed by NSUH, and
that NSUH has no rights to the inventions or research developed under this
Agreement.

         WHEREAS, the Consultant's research is more specifically set forth in
his research proposal which is attached and made apart hereof as exhibit "A".

         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 agree as follows:



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1.   Engagement.  The Company engages the Consultant and Consultant  accepts the
     engagement form the Company to continue the research and development of the
     ebaf assay.
2.   Scope of  Engagement.  The  Consultant  agrees to devote his full time good
     faith efforts to continue the research and  development  and  validation of
     the uses of the  ebaf  assay  and such  other  duties  and  tasks as may be
     assigned by the Company from time to time.
3.   Term of  Engagement.  The  Consultant  shall be engaged on a month by month
     basis.  The  parties  agree  to  use  reasonable   efforts  to  ensure  the
     consultant's  employment at an academic  institution or commercial research
     facility which is agreeable to Consultant.
4.   Duties.  The  Consultant  duties shall include its best efforts to validate
     the Research  Technology as defined in paragraph  twelve  below.  Any test,
     trials,  studies or other  activities in  furtherance  of the  Consultant's
     duties  shall be carried  out in  accordance  with the FDA good  Laboratory
     Practices and in a matter acceptable to relevant health authorities.
5.   NIH  Grant.  The  Consultant  agrees to uses his best  efforts  in order to
     obtain an NIH Grant for the research set forth in this agreement.
6.   Compensation.  The Company agrees to compensate the Consultant at a rate of
     Sixteen   thousand  six  hundred   sixty-six   dollars   thousand   dollars
     ($16,666.00) per month.
7.   Moving Expenses.  The Company agrees to pay all reasonable  moving expenses
     for Dr. Tabibzadeh.
8.   Facility Expenses.  The Company agrees to pay expenses for the Consultant's
     research  facilities.  These  expenses are subject to the  Company's  prior
     written approval.
9.   Facility.  Any such  research  facility  shall  comply  with all  state and
     federal law including but not limited to FDA guidelines.
10.  Employment   Benefits.   The  Consultant  agrees  that  he  shall  have  no
     participation  in any employee  benefit programs now in effect or hereafter
     established  by the  Company,  and  Consultant  shall  not be  entitled  to
     participate  in health,  accident,  and life insurance  programs,  vacation
     benefits, and pension, profit sharing or other employee benefits.
11.  Taxes. The Consultant is responsible for all local, state and federal taxes
     due and owing under this Agreement.
12.  Independent  Contractor.  The  Consultant  is deemed  to be an  independent
     contractor  and  not  an  employee,   partner,   joint  venturer  or  other
     representative of the Company.
13.  Title.  It is hereby agreed that all right,  title and interest,  in and to
     the  Research  Technology  shall  vest  in the  Company,  and in and to any
     drawings,   plans,   diagrams,  and  other  documents  containing  Research
     Technology shall vest solely in the Company.  Research  Technology shall be
     defined as Dr. Tabibzadeh's (or Consultant'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. At the request of the Company the Consultant shall take all necessary
     steps to give full effect to said right, title and


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     interest of the Company  including but not limited to, the execution of any
     documents  which may be required to record such title,  right and  interest
     with the appropriate agency or government office.
14.  New Inventions. Any new inventions,  including inadvertent inventions shall
     be the owned by the  Company,  subject  solely to the patent  rights of the
     U.S. Government and its agencies,  as set forth in Title 35 U.S.C.ss.200 et
     seq. for funding and assistance received if and when a grant is obtained as
     set forth in paragraph four.
15.  Patents.  The  Company  will an  assignment  for all  patents  filed by Dr.
     Tabibzadeh  covering  his new  inventions.  The  Consultant  will  promptly
     disclose to Lexon in writing any  inventions,  which  constitute  potential
     patents. The parties will consult with each other regarding the prosecution
     of all patent  applications  with respect to the Research  Technology.  The
     Company  may  refuse  the  assignment  of any  patent in  writing  upon the
     Consultant's  disclosure.  After  such  refusal  the  Company  shall not be
     responsible  for the patent  related fees.  The  Consultant  shall take all
     necessary  steps to give full effect to said right,  title and  interest of
     the Company  including  but not limited to, the  execution of any documents
     which may be required to record such  title,  right and  interest  with the
     appropriate  agency or government  office. The Company and Consultant shall
     assist, and cause their respective employees and consultants to assist each
     other, in assembling  inventorship  information and data for the filing and
     prosecution of patent applications on inventions pertaining to the Research
     Technology.
16.  Royalties.  The Company  agrees to further  compensate  the inventor with a
     four percent (4%) royalty of the net proceeds for the Company's net sale of
     any  Research  Products.  Research  Products  shall be defined  any product
     developed for commercial use from the Research Technology. The four percent
     (4%) royalty shall further  entitle the  Consultant to four percent (4%) of
     the net  proceeds  of any  grant  of  license  agreement  for the  Research
     Technology  to third  parties.  The term net  proceeds,  shall  entitle the
     Company to deduct all reasonable  expenses associated with the development,
     marketing,  sale,  management  and related fees and expenses of the Company
     consistent with its current accounting practices.
17.  Research Papers and Articles. The Consultant shall not publish any research
     publication  concerning  his research  without the Company's  prior written
     approval.  The Company shall not unreasonably  withhold such approval.  The
     Company  further  agrees to review all  publications  within  four weeks of
     receipt.
18.  Research  Updates.  The Consultant shall provide  quarterly  updates to the
     Company,  which sets  forth in detail  the  progress  in the  research  and
     development for the quarter.
19.  Publicity/Public  Relations.  The Company shall issue public statements and
     or press rel3eases based upon the  researcher's  progress from time to time
     at it's sole discretion,  subject to the Consultants  written  verification
     for the accuracy of the public statement.
20.  Continuation.  This  Agreement may continue  beyond it original  terms upon
     written consent of both parties.
21.  Governing Law and Venue.  This  contract  shall be deemed to be executed in
     the state of  Oklahoma.  Therefore,  Oklahoma  law shall govern any dispute
     arising


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     hereunder.  Furthermore,  the  parties  hereby  agree  that  Tulsa  County,
     Oklahoma shall be the exclusive venue for any such disputes.
22.  Relation 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.
23.  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.
24.  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.
25.  Severability.  If any potion of this Agreement is held invalid,  illegal or
     unenforceable the remainder shall be in full force and effect.
26.  Headings.  Headings are for reference  only and shall have no effect on the
     meaning of any provision of the Agreement.
27.  Entire Agreement.  This Agreement  constitutes the entire agreement between
     the   parties   and   supersedes   all   previous   agreements,   promises,
     representation, proposals and understandings whether written or oral.

     IN WITNESS WHEREOF, the parties have executed this the 1 day of September,
2001.








/s/ Gifford Mabie
-------------------------------------
Gifford M. Mabie
President and Chief Executive Officer
Lexon, Inc.