<PAGE>

                                                                 EXHIBIT 10.30


















Pages containing material for which confidential treatment has been requested 
are stamped "Material omitted pursuant to a request for confidential 
treatment and filed separately with the Commission."  The appropriate 
sections have been marked at the appropriate places with a star [*].
<PAGE>
                TRANSFER OF ASSETS AND ASSIGNMENT OF CONTRACTS
                                    BETWEEN
                           NOVUS INTERNATIONAL, INC.
                                      AND
                              ALCIDE CORPORATION

    This TRANSFER OF ASSETS AND ASSIGNMENT OF CONTRACTS ("Agreement") is made 
and entered into as of the 11th day of November 1998, by and between NOVUS 
INTERNATIONAL, INC., a Delaware corporation with its principal place of 
business at 530 Maryville Centre Drive, St. Louis, Missouri 63141 ("Novus"), 
and ALCIDE CORPORATION, a Delaware corporation with its principal place of 
business at 8561 154th Avenue NE, Redmond, Washington 98052 ("Alcide").

                                   RECITALS

       A.     Novus and Alcide have entered into an Agreement, made effective 
as of May 21, 1997, as supplemented by a letter agreement dated May 20, 1997 
and amended by a letter agreement dated August 3, 1998 (the "1997 
Agreement"), with respect to commercialization of certain acidified sodium 
chlorite compositions to be used as an anti-microbial treatment marketed as 
the SANOVA-Registered Trademark- Food Quality System (the "SANOVA System") in 
chicken processing plants.

       B.     Pursuant to the 1997 Agreement, Novus has given notice of 
termination of the 1997 Agreement effective November 30, 1998.  In 
anticipation of such termination, Novus has agreed to sell certain assets and 
assign certain customer contracts to Alcide, and Alcide has agreed to 
purchase, or shall have an option right to purchase, such assets and assume 
such contracts, upon the terms and conditions set forth herein.

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

1.     TRANSFER OF ASSETS

       1.1    Effective as of the close of business (5:00 p.m. St. Louis 
time) on November 30, 1998 (the "Effective Time"):

              (i)    Subject to the terms of this Agreement, Novus hereby 
sells and assigns to Alcide and Alcide hereby purchases all of Novus' right, 
title and interest in and to the equipment and other assets identified in 
Exhibit A (the "Assets").

              (ii)   The purchase price for the Assets is as set forth in 
Exhibit A, provided that in the event any Asset shall be materially damaged 
or destroyed prior to the Effective Time and Novus has not repaired or 
replaced the Asset (which Novus may use Spare Parts or 
<PAGE>
                                                "Material omitted pursuant to a
                                                request for confidential
                                                treatment and filed separately
                                                with the Commission."

Option Assets or other materials to effectuate), then Alcide may elect to 
either (a) exclude such Asset from the Assets being purchased under this 
Agreement or (b) purchase such Asset at a price to be equitably adjusted 
taking into account the damage thereto.  Subject to Article 6, the purchase 
price for the Assets shall be paid by Alcide to Novus pursuant to the 
purchase terms set forth in Exhibit A, provided that, at Alcide's election, 
the full purchase price for any Asset may be paid by application to, and 
taking a current credit against, the [*] due under Section 5.1(i).  At the 
Effective Time, Novus will provide Alcide with a Bill of Sale for the Assets 
in the form of Exhibit B hereto, and Alcide will execute appropriate 
financing statements covering all of the Assets providing a security interest 
therein in connection with any amounts due under this Agreement which have 
not been paid in full.

              (iii)  Alcide shall take custody of the Assets and be 
responsible for all costs and risk of loss as of the Effective Time, prior to 
which Novus shall be responsible for all risk of loss and costs shall 
continue to be governed by the 1997 Agreement.  Any personal property taxes 
or other taxes or charges will be prorated as of such date (based on a year 
of 365 days), and Novus and Alcide will each pay to the other, within 10 
calendar days of receipt of a written request accompanied by copies of 
appropriate tax invoices or similar documentation, such amounts as are 
necessary to accomplish such proration. 

       1.2    During the period ending at the close of business on November 
30, 1999:

              (i)    Alcide shall have the right to purchase from time to 
time other parts and equipment that Novus currently owns in connection with 
the 1997 Agreement identified in Exhibit C hereto (the "Option Assets").

              (ii)   To exercise such right Alcide must provide written 
notice(s) to Novus no later than the close of business on November 30, 1999, 
specifying the Option Assets to be purchased.  The Option Assets must be 
purchased in "unit" increments, as described in Exhibit C.

              (iii)  The purchase price for the Option Assets will be as set 
forth in Exhibit C, and shall be paid to Novus with the written notice(s) 
referred to in Section 1.2(ii).  Promptly after such payment, Novus shall 
promptly provide Alcide with a Bill of Sale similar in form to Exhibit B.

              (iv)   Alcide shall take custody of, arrange for the storage 
of, or remove any Option Assets purchased within 10 days after the date of 
the written notice(s) referred to in Section 1.2(ii), and Alcide shall be 
liable for all storage and/or warehouse costs incurred by Novus after that 
period, and for any packing, shipping, transportation or similar costs or 
charges.  Any personal property taxes or other taxes or charges will be 
prorated as of the earlier of the date on which Alcide takes custody or is 
required to take custody (based on a
<PAGE>
                                                "Material omitted pursuant to a
                                                request for confidential
                                                treatment and filed separately
                                                with the Commission."

year of 365 days), and Novus and Alcide will each pay to the other, within 10 
calendar days of receipt of a written request accompanied by copies of 
appropriate tax invoices or similar documentation, such amounts as are 
necessary to accomplish such proration.      

2.     ASSIGNMENT OF AGREEMENTS

       2.1    Subject to the terms of this Agreement, as of the Effective 
Time Novus hereby assigns and transfers to Alcide all of its rights and 
obligations under the customer contracts identified on Exhibit D hereto (the 
"Assigned Contracts"), to the extent such rights and obligations accrue on or 
after the Effective Time.

       2.2    Subject to the terms of this Agreement, as of the Effective 
Time Alcide hereby accepts the assignment of the Assigned Contracts and 
agrees that it and its successors will assume and perform all obligations of 
Novus thereunder in accordance with the terms of the Assigned Contracts, to 
the extent such obligations accrue on or after the Effective Time.

       2.3    Novus will use commercially reasonable efforts to obtain 
consent to the Assignment of the SANOVA System Agreement with [*] as soon as 
possible. If such consent has not been obtained by the Effective Time:

              (i)    Such SANOVA System Agreement shall not be included 
within the Assigned Contracts under this Agreement, shall be deemed deleted 
from Exhibit D and shall not be assigned to Alcide.

              (ii)   The Assets identified in Item II(iii) of Exhibit A shall 
be treated as Option Assets rather than Assets, with the purchase thereof 
(including without limitation payment of the purchase price therefore) 
governed by the provisions of Section 1.2 rather than by Section 1.1 at the 
total purchase price set forth in Item II(iii) of Exhibit A.

              (iii)  All references to the [*] shall be deemed deleted from 
this Agreement.

       2.4    Notwithstanding the provisions of Sections 2.1 and 2.2, and 
except to the extent covered by Section 6 of the 1997 Agreement, Alcide shall 
not assume, succeed to and be obligated to perform, and Novus shall be 
responsible for, any liability or obligation, arising out of any or all of 
the following:

              (i)    any breach by Novus of the Assigned Contracts or failure 
by Novus to discharge or perform any liability or obligation, in each such 
case to the extent arising prior to the Effective Time, but not including any 
breach arising out of the assignment; and
<PAGE>

              (ii)   any claim, demand, cause of action, suit, proceeding, 
arbitration or investigation resulting from any act or omission of Novus 
prior to the Effective Time.

       2.5    Alcide will seek to replace all Assigned Contracts with 
agreements directly between Alcide and the customers on commercially 
reasonable terms as soon as possible, which agreements would terminate the 
replaced Assigned Contracts.  Alcide will not extend or renew any Assigned 
Contract unless Novus receives from the customer a written full and 
unconditional release releasing Novus from any and all obligations and 
liabilities thereunder.

       2.6    Within ten days after the date of this Agreement and prior to 
the Effective Time, John Richards from Alcide and an appropriate 
representative from Novus shall together seek to meet with each customer 
under an Assigned Contract in order to discuss and arrange for a smooth 
transition of service and equipment from Novus to Alcide effective November 
30, 1998.  In addition, prior to the Effective Time Novus shall reasonably 
cooperate and otherwise reasonably assist Alcide in making arrangements for 
the customer's transition.

3.     REPRESENTATIONS AND WARRANTIES

       3.1    Novus and Alcide each represent and warrant to the other that 
it has all necessary corporate power and authority to enter into this 
Agreement and carry out its obligations hereunder.

       3.2    Novus represents and warrants to Alcide that on the date hereof 
and, with respect to specific Assets, Option Assets and Assigned Contracts, 
the date of transfer of such Assets, Option Assets and Assigned Contracts:  
(a) it holds good and marketable title in and to the Assets and the Option 
Assets, free and clear of any liens, encumbrances, claims or other 
restrictions; (b) the sale, assignment and transfer of the Assets, Option 
Assets and Assigned Contracts will not result in any lien, claim or 
encumbrance arising out of any action taken by Novus and will not violate, 
conflict with, result in a breach of, or constitute a default under any 
contract or judgment to which Novus is a party; (c) true and complete copies 
of the Assigned Contracts, including all amendments or modifications thereof 
through the date of this Agreement, are attached as Exhibit D hereto, and 
Novus will not further amend or modify any of the Assigned Contracts prior to 
the Effective Time without Alcide's prior written consent (which will not be 
unreasonably withheld); and (d) Novus has not received any written notice of 
any claim under any of the Assigned Contracts.

       3.3    EXCEPT AS SET FORTH IN THIS AGREEMENT, NOVUS MAKES NO OTHER 
WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ASSETS, THE OPTION ASSETS 
OR THE ASSIGNED CONTRACTS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE ASSETS AND THE 
OPTION ASSETS ARE BEING SOLD AND ASSIGNED TO ALCIDE "AS IS, WHERE IS".
<PAGE>

                                                "Material omitted pursuant to a
                                                request for confidential
                                                treatment and filed separately
                                                with the Commission."

4.     INDEMNIFICATION

       It is recognized and agreed that the indemnification provisions of 
Section 6 of the 1997 Agreement survive.

5.     ADDITIONAL MATTERS RELATED TO 1997 AGREEMENT

       5.1    Certain disagreements have arisen between Alcide and Novus with 
respect to the 1997 Agreement.  In order to settle such disagreements, the 
parties have agreed as follows:

              (i)    Novus shall pay Alcide the [*] minimum payment due for 
the period ending August 31, 1998 upon the earlier of (a) satisfaction of all 
"COP Conditions" (as defined in Article 6) or (b) November 30, 1999.

              (ii)   Alcide shall pay to Novus the amount due Novus as 
reflected in item II(b) of Exhibit E upon the earlier of (a) satisfaction of 
all COP Conditions or (b) November 30, 1999, which amount will be offset 
against the payment due pursuant to Section 5.1(i).

              (iii)  On November 30, 1998, (a) Novus shall pay to Alcide the 
sum of all amounts due Alcide as reflected in item I of Exhibit E, which 
amounts relate to raw materials, and (b) Alcide will pay Novus for raw 
materials pursuant to item III of Exhibit A and its share of cost of goods 
sold pursuant to item II(a) of Exhibit E.  Such payments shall be subject to 
reconciliation pursuant to Section 5.2.

              (iv)   As soon as practicable following the Effective Time, 
Novus will provide to Alcide copies of the reports, dossiers and translations 
associated with items II (b) (4) and (5) of Exhibit E.  In the event any 
applications or dossiers relating to use of the Assets or the performance of 
the Assigned Contracts are pending with any governmental authorities as of 
the Effective Time, Novus will use commercially reasonable efforts to assign 
such applications and dossiers to Alcide, and following the Effective Time 
Alcide will assume all responsibility for them. 

       5.2    As soon as practicable, and in any event within 30 days 
following the Effective Time, the parties will determine the actual costs 
incurred with respect to items III and IV of Exhibit A and items I(b) and II 
(a) on Exhibit E, and Novus will pay to Alcide or Alcide will pay to Novus, 
as appropriate, the difference between the estimated amounts noted on Exhibit 
A and E and the actual costs incurred.
<PAGE>

                                                "Material omitted pursuant to a
                                                request for confidential
                                                treatment and filed separately
                                                with the Commission."

       5.3    On November 30, 1998, Novus will deliver to Alcide executed 
assignments in the forms attached hereto as Exhibit F, transferring to Alcide 
rights to the SANOVA-Registered Trademark- trademark, and Alcide shall pay 
Novus the sum of [*].  Such assignment will be pursuant to the following 
terms and conditions:

              (i)    Novus will assign to Alcide all of Novus' ownership 
rights in the trademark "SANOVA" for anti-microbial treatment for meats, 
poultry, fish, eggs, fruits and vegetables and related products and services 
throughout the world, and the goodwill associated with such trademark, 
including U.S. Trademark Registration No. 2,182,024 and all foreign trademark 
applications and registrations.

              (ii)   Novus and Alcide will execute any other documents which 
the other might reasonably request to effect the above described transfer of 
the trademarks in the appropriate Trademark Offices or to otherwise reflect 
this Agreement.

              (iii)  Novus will retain all rights to the "SANOVA" trademark 
until the Effective Time, including without limitation for use in the poultry 
processing in connection with the performance of the 1997 Agreement.

              (iv)   Except as provided in this Section 5.3, Alcide shall 
have no right, title, interest or license to use, and shall discontinue any 
use of, any Novus trademarks or servicemarks.  This includes and covers any 
use of NOVUS-Registered Trademark-, including the stylized "O"-Registered 
Trademark-(including as shown in U.S. Trademark Registration Nos. 1,850,984 
and 1,820,399), AIMS-Registered Trademark-, PROVUS-TM-, or "NOVA" or any 
variation or derivative thereof (including without limitation the use of 
"NOVA" as a prefix or suffix), or any term, design or symbol confusingly 
similar thereto. Novus shall have no right, title, interest or license to 
use, and shall discontinue any use of, any Alcide trademarks or servicemarks, 
or any term, design or symbol confusingly similar thereto.  This includes and 
covers any use of the "SANOVA" trademark following the Effective Time.

       5.4    It is recognized and agreed that, contemporaneously with this 
Agreement, the parties are entering into a License Agreement and a 
SANOVA-Registered Trademark- Services Agreement.  Further, it is recognized 
and agreed that the 1997 Agreement will continue through the Effective Time, 
and that except as otherwise provided herein any obligations accrued prior to 
the Effective Time and the provisions of Sections 6, 7, 8 and 9 of the 1997 
Agreement shall survive.  The letter agreement between the parties dated 
August 11, 1998 will be terminated and of no further force and effect as of 
the Effective Time.

       5.5    The letter agreement between the parties dated October 23, 1998 
with respect to [*] will remain in full force and effect, except that (a) 
costs shall be allocated and paid as provided in the 1997 Agreement, (b) any 
assignment of the SANOVA System Agreement
<PAGE>
                                        "Material omitted pursuant to a request
                                        for confidential treatment and filed 
                                        separately with the Commission."

shall be in accordance with this Section 5.5 and liabilities, in the event of 
such assignment, shall be governed by this Agreement and (c) since the 
equipment has not been assigned to [*], it will be assigned to Alcide in 
connection with the assignment of the SANOVA Systems Agreement, in which case 
such equipment shall be deemed to be part of the Assets hereunder.  Pursuant 
to that letter agreement, in the event the SANOVA System Agreement of May 14, 
1998 between Novus and [*] is still in effect as of the Effective Time, such 
agreement shall be assigned to Alcide, and shall be deemed to be part of the 
Assigned Contracts hereunder.  Payments shall be made quarterly to Novus out 
of Alcide's gross profit from the equipment (revenue received less cost of 
goods and maintenance costs), wherever located, pursuant to Paragraph 6 of 
the October 23, 1998 letter agreement.

       5.6    Except as expressly otherwise provided herein, Novus and Alcide 
each, for themselves and their respective representatives, successors and 
assigns, hereby releases the other and its successors and assigns from any 
and all claims, liabilities or obligations arising out of or relating to the 
1997 Agreement, the prior course of conduct of the parties, or any other 
understandings or agreements related thereto, whether any such claim, 
liability or obligation is known or unknown as of the date of this Agreement. 
This release is expressly intended to, and shall, operate as a bar to any 
action at law or equity which either party, its shareholders, 
representatives, successors or assigns might have against the other or its 
successors and assigns with respect to any such claim, liability or 
obligation.  The provisions of this Section 5.6 shall not, however, affect 
any claim, liability or obligation under this Agreement or any of the 
additional agreements expressly contemplated hereby, whether accruing or 
related to periods before or after the date hereof.

6.     COP CONDITIONS

       6.1    The payments provided for herein are subject to satisfaction of 
certain conditions relating to United States Department of Agriculture, Food 
Safety and Inspection Service ("USDA") approval of continuous on-line 
processing ("COP").  As used in this Agreement, such conditions shall be 
defined as follows:

              (i)    The "[*] COP Condition" shall be deemed satisfied if the 
USDA continues approval of the protocol for confirming the efficacy of online 
reprocessing of poultry carcasses using the SANOVA System and the USDA 
approves expansion of testing under the protocol for all four processing 
lines for Phase II at the [*] facility in [*].

              (ii)   The "[*] COP Condition", the "[*] COP Condition", the 
"[*]COP Condition" and the [*] COP Condition" shall each be deemed satisfied 
upon receipt

<PAGE>

                                               "Material omitted pursuant to a
                                               request for confidential
                                               treatment and filed separately
                                               with the Commission."

by Alcide or the customer, directly or through an agent or representative, of 
approval by USDA of a protocol (including approval to commence individual 
plant testing) for confirming the efficacy of on-line reprocessing of poultry 
carcasses using the SANOVA System applicable to the [*] facility at [*], the 
[*] facility at [*], the [*] facility at [*], and the [*] facility at [*], 
respectively, provided that, with respect to the [*] facility and prior to 
such approval, [*] has agreed to the current form of amendment to Appendix D 
to its Assigned Contract to cover the [*] facility.  In the event the proviso 
to the preceding sentence is not satisfied on or before the Effective Time, 
(a) the Assets identified in Item I(ii) of Exhibit A shall be treated as 
Option Assets rather than Assets, with the purchase thereof (including 
without limitation payment of the purchase price therefore) governed by the 
provisions of Section 1.2 rather than by Section 1.1 and the payment terms 
set forth in Section 1.2(iii), and (b) all references to the [*] COP 
Condition shall be deemed deleted from this Agreement.

              (iii)  The [*] COP Condition, the [*] COP Condition (subject to 
the last sentence of Section 6.1(ii)), the [*] COP Condition and the [*] COP 
Condition (subject to Section 2.3(iii)) are referred to collectively in this 
Agreement as the "COP Conditions."

       6.2    Alcide shall use commercially reasonable efforts to accomplish 
the satisfaction of each of the COP Conditions as soon as possible.  Alcide 
represents and warrants that it has filed letters requesting approval to 
commence COP testing at the plants located in [*], and will promptly file 
such a letter with respect to the plant located in [*].

       6.3    In the event any of the Assets are being used (wherever 
located) to provide anti-microbial services on or at any time after November 
30, 1999 in connection with the commercialization by Alcide of any 
anti-microbial treatment, including SANOVA, and Alcide is receiving revenue 
in connection therewith, then the COP Condition for the particular facility 
at which such Assets were originally located ([*]) shall be deemed to have 
been satisfied from and after such date.

7.     GENERAL

       7.1    Notices.  Any notice, report or other document required or 
permitted to be given under this Agreement shall be in writing and shall be 
deemed to have been sufficiently given if delivered in person, transmitted by 
nationally recognized commercial courier or by facsimile (with receipt 
verified) or mailed, postage prepaid, by first class, certified or registered 
mail, return receipt requested, addressed as follows:
              
              
<PAGE>

              If to Novus:

              Novus International, Inc.
              Attention:  General Counsel
              530 Maryville Centre Drive
              St. Louis, Missouri  63141
              Facsimile: (314) 576-4250

              If to Alcide:

              Alcide Corporation
              Attention:  President
              8561 154th Avenue NE
              Redmond, Washington 98052
              Facsimile:  (425) 861-0173

or to such other address as may be specified from time to time by either 
party in a written notice given in accordance herewith.  The parties shall 
acknowledge in writing the receipt of any such notice given in person, and 
any such notice given by courier, facsimile or mail shall be effective when 
received.

       7.2    Assignment.  This Agreement may not be assigned by either party 
without the prior written consent of the other party, which consent may be 
granted or denied by the other party in its sole discretion.  Subject to the 
foregoing, this Agreement shall be binding upon and inure to the benefit of 
the parties and their respective successors and assigns.

       7.3    Independent Contractors.  It is agreed and understood by the 
parties that each of Novus and Alcide, in its performance of its obligations 
and responsibilities under this Agreement, is an independent contractor and 
that nothing herein contained shall be deemed to create any agency, 
employment, joint venture, partnership, representation or fiduciary 
relationship between the parties, or any other similar relationship, the 
existence of which is hereby expressly denied.  Neither party shall have the 
authority to, nor shall either party attempt to, create any obligation on 
behalf of the other party.  The provisions of this Agreement shall not be 
construed as authorizing or providing either party any right to exercise any 
control or discretion over the operation, activities, officers, employees or 
agents of the other party in connection with this Agreement, it being 
understood and agreed that the entire control and direction of such 
operations, activities, officers, employees or agents shall remain with such 
party.

       7.4    Disputes; Governing Law and Jurisdiction.  The parties agree 
insofar as possible to use every reasonable effort to settle any dispute or 
disagreement between them relating to this Agreement by amicable means and 
not to resort to legal action unless and 


<PAGE>

until the parties have in good faith attempted to settle such dispute or 
disagreement in the foregoing manner.  The validity, interpretation and 
performance of this Agreement shall be governed and construed in accordance 
with the laws of the State of Illinois, U.S.A., not including any of such 
state's choice of law rules.  Any controversy or claim arising out of, or 
relating to, this Agreement, or any breach thereof shall be exclusively 
settled by the courts and authorities within the State of Illinois, to whose 
exclusive jurisdiction the parties hereby submit.  The parties consent and 
agree irrevocably to any venue within the geographic limits of Cook County, 
Illinois, hereby waiving any other venue to which they might be entitled by 
virtue of domicile or otherwise.

       7.5    Offset.  Either party shall have the right to offset under this 
Agreement, meaning that either may deduct from amounts to be paid to the 
other party, any sums such other party may owe the offsetting party under 
this Agreement.

       7.6    Complete Agreement.  This Agreement constitutes the full 
understanding of the parties, a complete allocation of risks between them and 
a complete and exclusive statement of the terms and conditions of their 
agreement relating to the subject matter hereof.

       7.7    Headings.  Headings as to the contents of particular provisions 
of this Agreement are for convenience only and are in no way to be construed 
as part of this Agreement nor as a limitation of the scope of the particular 
provisions to which they refer.

       7.8    Severability.  The provisions of this Agreement shall be 
interpreted, if possible, so as to be valid, legal and enforceable.  In the 
event that any provision of this Agreement conflicts with the law under which 
this Agreement is to be construed or is otherwise held to be invalid, illegal 
or unenforceable by a court with jurisdiction over the parties to this 
Agreement, such provision shall be deemed to be restated to reflect as nearly 
as possible the original intentions of the parties in accordance with 
applicable law, and the remainder of this Agreement shall remain in full 
force and effect.

       7.9    Amendments; Waivers.  This Agreement may be amended, modified, 
or waived only by another writing signed by the authorized representatives of 
both parties.  The delay or failure of either party to this Agreement to 
enforce or insist upon compliance with any of the terms or conditions of this 
Agreement or to exercise any remedy provided herein, the waiver of any term 
or condition of this Agreement, or the granting of an extension of time for 
performance shall not constitute the permanent waiver of any term, condition 
or remedy of or under this Agreement, and this Agreement and each of its 
provisions shall remain at all times in full force and effect until modified 
as provided herein.

       7.10   Counterparts.  This Agreement may be executed in two or more 
counterparts, each of which shall be an original, but all of which taken 
together shall be one and the same instrument.


<PAGE>

       IN WITNESS WHEREOF, the parties hereto through their respective 
authorized representatives have executed this Agreement, effective as of the 
day and year first written above.


ALCIDE CORPORATION                         NOVUS INTERNATIONAL, INC.



By       /s/ John Richards                 By       /s/ W.J. Privott   
         ------------------------                   -------------------
Name     John Richards                     Name     W.J. Privott       
         ------------------------                   -------------------
Title    Executive Vice President          Title    Pres./CEO   
         ------------------------                   -------------------


<PAGE>

                                           "Material omitted pursuant to a
                                            request for confidential
                                            treatment and filed separately
                                            with the Commission."

                                          
                                     EXHIBIT A
                                          
                       TRANSFERRED ASSETS AND PURCHASE PRICE

I.     Assets associated with [*] facilities:
       
       (i)    [*]:
       
              (a)    Asset:  All equipment installed (including spare parts on
              site) related to the SANOVA System, including components to
              monitor inventory levels and certain other variables, at the [*]
              facility located in [*].
              
              Purchase Price:  [*].
       
              (b)    Asset:  The receivable due Novus from [*] for Johnson
              birdwashers installed at the [*] facility and financed by Novus. 
              [*]. 
              
              Purchase Price:  Alcide will assume this receivable and pay Novus
              the outstanding balance as of the Effective Time, [*]. 
              
              (c)    [*].
       
       (ii)   [*]:
       
              (a)    Asset:  Any and all equipment needed for installation of a
              SANOVA System, to the extent available from inventories held by
              Novus, at the [*] facility located in [*].
              
              Purchase Price:  [*].

II.    Assets associated with [*] facilities:

              (i)    [*]:
              
              Asset:  All equipment installed (including spare parts on site)
              related to the SANOVA System, including components to monitor
              inventory levels and certain other variables, at the [*] facility
              located at [*].
              

<PAGE>

                                               "Material omitted pursuant to a
                                               request for confidential
                                               treatment and filed separately
                                               with the Commission."

              Purchase Price:  [*].
              
              (ii)   [*]
              
              Asset:  All equipment installed (including spare parts on site)
              related to the SANOVA System, including components to monitor
              inventory levels and certain other variables, at the [*] facility
              located at [*].
              
              Purchase Price:  [*].
              
              (iii)  [*]
              
              Asset:  All equipment installed (including spare parts on site)
              related to the SANOVA System, including components to monitor
              inventory levels and certain other variables, at the [*] facility
              located at [*].
              
              Purchase Price: [*].
              
III.   Raw Materials at Customers:
              
              Asset:  All raw materials held at customers, including without
              limitation SANOVA base and activator, as of the Effective Time.
              
              Purchase Price:  [*].  Alcide will pay Novus this amount [*]. 
              This amount will be reconciled according to Section 5.2 of this
              Agreement.  

IV.    Spare Parts:
              
              Asset:  All inventory of spare parts for installed SANOVA 
              systems. A complete inventory list will be provided 10 days 
              before the Effective Time.

              Purchase Price:  [*],  such amount to be paid on [*] and to be
              reconciled according to Section 5.2 of this Agreement.  [*].


<PAGE>

                                    EXHIBIT B-1
                                          
                            BILL OF SALE AND ASSIGNMENT
                           OF EQUIPMENT AND RAW MATERIALS
       
       KNOW ALL MEN BY THESE PRESENTS, that Novus International, Inc., a 
Delaware corporation ("Novus"), for good and valuable consideration, the 
receipt and adequacy of which are hereby acknowledged by it, does hereby 
sell, transfer, convey, assign and deliver to Alcide Corporation, a Delaware 
corporation ("Alcide"), all of its right, title and interest in and to the 
equipment and other assets identified in Exhibit X, all of which are being 
transferred pursuant to the Transfer of Assets and Assignment of Contracts 
between Novus and Alcide dated ______________, 1998 (the "Agreement"), which 
is incorporated herein by reference.

       This Bill of Sale and Assignment shall be binding upon and inure to 
the benefit of Alcide and Novus and their respective successors and assigns.

NOVUS INTERNATIONAL, INC.



By     _____________________________
Name   _____________________________
Title  _____________________________



ACCEPTED BY:

ALCIDE CORPORATION



By     _____________________________
Name   _____________________________
Title  _____________________________


<PAGE>

                                               "Material omitted pursuant to a
                                               request  for confidential
                                               treatment and filed separately
                                               with the Commission."
                                          
                                     EXHIBIT X
                                          
                                          
                      TRANSFERRED EQUIPMENT AND RAW MATERIALS


I.     Assets associated with [*] facilities:
       
       (i)    [*]:
       
              (a)    All equipment installed (including spare parts on site)
              related to the SANOVA System, including components to monitor
              inventory levels and certain other variables, at the [*] facility
              located in [*].

              (b)    The receivable due Novus from [*] for Johnson birdwashers
              installed at the [*] facility and financed by Novus.
              

       (ii)   [*]:
       
              Any and all equipment needed for installation of a SANOVA System,
              to the extent available from inventories held by Novus, at the 
              [*] facility located in [*].

II.    Assets associated with [*]:

              (i)    [*]:
              
              All equipment installed (including spare parts on site) related
              to the SANOVA System, including components to monitor inventory
              levels and certain other variables, at the [*] facility located
              at [*].
              
              (ii)   [*]
              
              All equipment installed (including spare parts on site) related 
              to the SANOVA System, including components to monitor inventory
              levels and certain other variables, at the [*] facility located 
              at [*].
              

<PAGE>

                                               "Material omitted pursuant to a
                                               request for confidential
                                               treatment and filed separately
                                               with the Commission."
              
              (iii)  [*]
              
              All equipment installed (including spare parts on site) related 
              to the SANOVA System, including components to monitor inventory
              levels and certain other variables, at the [*] facility located
              at [*].
              
III.   Raw Materials at Above Listed Locations:
              
              All raw materials held at the locations listed above, including
              without limitation SANOVA base and activator, as of the Effective
              Time.


<PAGE>

                                 EXHIBIT B-2
                                       
                         BILL OF SALE AND ASSIGNMENT
                                OF SPARE PARTS

       KNOW ALL MEN BY THESE PRESENTS, that Novus International, Inc., a 
Delaware corporation ("Novus"), for good and valuable consideration, the 
receipt and adequacy of which are hereby acknowledged by it, does hereby 
sell, transfer, convey, assign and deliver to Alcide Corporation, a Delaware 
corporation ("Alcide"), all of its right, title and interest in and to the 
assets identified in Exhibit Y, all of which are being transferred pursuant 
to the Transfer of Assets and Assignment of Contracts between Novus and 
Alcide dated ______________, 1998 (the "Agreement"), which is incorporated 
herein by reference.

       This Bill of Sale and Assignment shall be binding upon and inure to 
the benefit of Alcide and Novus and their respective successors and assigns.


NOVUS INTERNATIONAL, INC.



By     _________________________
Name   _________________________
Title  _________________________


ACCEPTED BY:

ALCIDE CORPORATION



By     _____________________________
Name   _____________________________
Title  _____________________________

<PAGE>

                                   EXHIBIT Y
                                       
                                       
                           TRANSFERRED SPARE PARTS

<PAGE>


                                                 "Material omitted pursuant to a
                                                 request for confidential
                                                 treatment and filed separately
                                                 with the Commission."
                                          
                                     EXHIBIT C
                                          
                                   OPTION ASSETS

I.     Uninstalled Units
       
       (a)    [*]
       
       (b)    [*]
              
       (c)    [*]

II.    Skids (including cabinets and associated spare parts) - to be 
purchased as "units"  at a price of [*] for any of the [*] units used in USDA 
trials, and [*] for any of the [*] unused units.
       
III.   Monfort Skid - purchase price to be [*].  

IV.    Lohmann Skid and associated Raw Materials - purchase price to be [*].  
If customer requests removal, Novus will notify Alcide and if Alcide does not 
purchase within 10 days, Novus may remove the equipment and sell or otherwise 
dispose of it, as it deems appropriate.

V.    Dip Tank:  A Dip Tank as described in Novus drawing "D 43 PP SK02" as 
submitted to the USDA and subsequently approved May 1, 1997.  Purchase Price 
to be [*]. 
 
PAYMENT TERMS:  Payment of the purchase price of any of the above assets will 
accompany  the written notice of desire to purchase such asset, as set out in 
Section 1.2 (ii).

<PAGE>

                                                 "Material omitted pursuant to a
                                                 request for confidential
                                                 treatment and filed separately
                                                 with the Commission."
                                          
                                     EXHIBIT D
                                          
                                 ASSIGNED CONTRACTS

       SANOVA System Agreements between Novus International, Inc. and the
following customers:

       [*]

<PAGE>

                                                 "Material omitted pursuant to a
                                                 request for confidential
                                                 treatment and filed separately
                                                 with the Commission."
                                          
                                  EXHIBIT E
                                       
                        SETTLEMENT OF CERTAIN PAYMENTS

I.     Amounts due from Novus to Alcide

       (a)    [*] for raw material costs through August 31, 1998

       (b)    Estimated raw material purchases, September 1, 1998 through
              November 30, 1998 - [*](1)

II.    Amounts due from Alcide to Novus

       (a)    1/2 of estimate of cost of goods sold, net of revenue, through
              November 30, 1998 - [*](1)

       (b)    The following items, which the parties have agreed to settle for
              an aggregate of [*]: 

              1)     1/2 of [*] expenses 

              2)     1/2 of insurance premium from September 1, 1998 through
                     November 30, 1998

              3)     Cost of the COP trial at [*] 

              4)     Fees for European Consultants for August through October,
                     1998

              5)     Cost of Canadian regulatory consultants (Cantox) 

              6)     Settlement of claims for USDA trial costs 

____________________________

(1)    To be reconciled pursuant to Section 5.2

<PAGE>

                                   EXHIBIT F
                                      
                              TRADEMARK ASSIGNMENTS
                                       
   
 [FORMS OF ASSIGNMENT WHICH ACCOMPANIED KEMP LETTER OF 10/23/98 TO BE ATTACHED]

<PAGE>

                                                 "Material omitted pursuant to a
                                                 request for confidential
                                                 treatment and filed separately
                                                 with the Commission.
                                          
                               AMENDMENT TO THE
                TRANSFER OF ASSETS AND ASSIGNMENT OF CONTRACTS
     AGREEMENT DATED NOVEMBER 11, 1998 BETWEEN NOVUS INTERNATIONAL, INC.
                ("NOVUS") AND ALCIDE CORPORATION ("ALCIDE") 


        Section 2.3 of the Transfer of Assets and Assignment of Contracts 
Agreement ("TOA Agreement") required Novus to use commercially reasonable 
efforts to obtain [*] consent to the assignment of its SANOVA-Registered 
Trademark- System Agreement ("SANOVA Agreement") to Alcide.  Novus promptly 
met with [*] to try and obtain its consent; however, despite Novus' best 
commercial efforts, [*] will not consent to assignment of its SANOVA 
Agreement until [*]receives COP approval.

        Thus, Novus and Alcide desire to amend Section 2.3 of the TOA 
Agreement respecting the [*] SANOVA Agreement, referenced on Exhibit D of the 
TOA Agreement, and the [*] Assets, identified in Item II (iii) of Exhibit A, 
by deleting Section 2.3 and replacing it with a new Section 2.3 as follows:
       


       2.3    As of the Effective Time, Alcide, as Novus' agent, will at its
              expense perform and be subject to all of Novus' rights and
              obligations under the June 5, 1998 [*] SANOVA System Agreement
              ("SANOVA Agreement"), and shall fully indemnify and hold Novus
              harmless with respect to Alcide's performance thereunder.


              (i)    At the Effective Time, Novus will transfer the [*] Asset,
                     identified on Exhibit A, at II (iii), pursuant to the terms
                     and conditions set forth in Section 1.1.

<PAGE>


                                          "Material omitted pursuant to a
                                          request for confidential treatment and
                                          filed separately with the Commission."


              (ii)   In addition to the terms and conditions set forth in
                     Exhibit A, at II (iii), the purchase price for the [*]
                     Asset shall not be payable to Novus until [*] has consented
                     to the assignment of the SANOVA Agreement to Alcide or an
                     agreement has been reached between [*] and Alcide for
                     Alcide to provide SANOVA services.


              (iii)  If [*] desires to terminate its SANOVA Agreement with
                     Novus, Novus will permit [*] to do so, and Novus agrees to
                     notify Alcide of such termination as soon as practicable.


        Except as specifically set forth herein, all other terms and 
conditions of the TOA Agreement shall continue to apply.

        Please evidence Alcide's agreement to the provisions of this Addendum 
by executing both originals, then returning one executed original to Novus.  
The other original is for your file.

        ALCIDE CORPORATION                 NOVUS INTERNATIONAL, INC.


        By:    /s/ John Richards           By:    /s/ Thad Simons
             -----------------------            -----------------------

        Name:    John Richards                      Thad Simons
             -----------------------

        Title:    Exec. V.P.                        Vice President
             -----------------------

                  12/1/98                           11/30/98