EXECUTION COPY

EXHIBIT 10.2

                               LICENSE AGREEMENT

This License Agreement (the "Agreement") made effective as of the 5th day of
June, 2003

BETWEEN:

            JOSE GONZALO CABANILLAS CORAL, a Canadian resident and a Peruvian
            citizen residing in Canada and Iquitos, Peru

                                                                  ("CABANILLAS")

                                      -and-

            AMMA CORPORATION, a corporation duly incorporated pursuant to the
            laws of the province of Alberta and having an office at Suite 200,
            603 - 7th Avenue S.W. in the City of Calgary, in the Province of
            Alberta .

                                                                (the "LICENSEE")

               WHEREAS:

A.    Cabanillas is the founder of the Estacion de Conservacion e Investigacion
      Biologica Isula located in the Peruvian rainforest;

B.    Cabanillas has been engaged in research during the course of which he has
      invented, developed and/or acquired certain technology relating to herbal
      medicinal formulations useful in the treatment of a variety of diseases;

C.    The Licensee and Cabanillas wish to terminate and replace the License
      Agreement dated June 1, 2001 between Jose Gonzalo Cabanillas Coral and
      Amma Corporation with this Agreement;

D.    The Licensee is desirous of Cabanillas granting an exclusive license with
      right to sublicense to the Licensee to use or cause to be used such
      technology to research, manufacture, distribute, market, sell, lease
      and/or license or sublicense products derived or developed from such
      technology and to sell the same to the general public during the term of
      this Agreement and the Licensee is desirous of Cabanillas selling the
      formulas and Compounds for A4+L Compound as hereinafter defined and
      Mobility Spray to the Licensee and the Licensee is desirous of Cabanillas
      granting the Licensee the exclusive right to purchase all the other
      products, Technology and formulations at some time in the future.

      NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and of the mutual covenants herein set forth, the parties hereto have
covenanted and agreed as follows:

1.0   DEFINITIONS:

1.1   In this Agreement, unless a contrary intention appears, the following
      words and phrases shall mean:

      (a)   "A4+L COMPOUND": namely A4+L a multiple plant formulation used for
            the relief of symptoms including but not limited to liver function
            associated with Hepatitis C,


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      (b)   "ACCOUNTING": an accounting statement setting out in detail how the
            amount of Gross Sales was determined,

      (c)   "AFFILIATED COMPANY" or "AFFILIATED COMPANIES": two or more
            corporations where the relationship between them is one in which one
            of them is a subsidiary of the other, or both are subsidiaries of
            the same corporation, or fifty percent (50%) or more of the voting
            shares of each of them is owned by the same person, corporation or
            other legal entity,

      (d)   "COMPOUND": medicinal, herbal or therapeutic agent using the
            Technology set forth in Schedule "A" and shall include any new
            medicinal, herbal or therapeutic agents developed during the term of
            this Agreement which the Licensee acquires the rights under Section
            y3.4,

      (e)   "CONFIDENTIAL INFORMATION": any part of the Information which is
            designated by the disclosing party (the "DISCLOSER") as confidential
            and shall include any Information disclosed orally, in writing or in
            any other media to a receiving party (the "RECIPIENT") and the
            Recipient's notes and recollections thereof. Confidential
            Information shall not include, provided that the Recipient will bear
            the burden of proving reliance upon the following exceptions, any
            part of the Confidential Information or any information that:

            (i)   was known to, or developed independently by, the Recipient
                  before disclosure under this Agreement;

            (ii)  is as of the Commencement Date or at any time thereafter, in
                  the public domain without misappropriation, wrongful
                  appropriation of trade secrets, breach of contractual or
                  fiduciary obligation or infringement or through no fault of
                  the Recipient; or

            (iii) is properly obtained by the Recipient from a third party which
                  has a valid legal right to disclose such information to the
                  Recipient and which is not under a confidentiality obligation
                  to the Discloser; or

            (iv)  is required to be disclosed by law, court order or regulatory
                  process, provided that the Discloser is given as much advance
                  notice as is practically possible of any such proceeding or
                  requirement to dispute the obligation to disclose and the
                  Discloser may exercise such steps as may be legally possible
                  to dispute the requirement to disclose.

      (f)   "CLINICAL CANDIDATE": a chemical compound incorporating the
            Technology or any Improvements which has been the subject of an
            application for regulatory approval by the Licensee for development
            as a potential human therapeutic agent,


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      (g)   "DATE OF COMMENCEMENT" or "COMMENCEMENT DATE": this Agreement will
            be deemed to have come into force on the Date of Commencement which
            shall be the 5th day of June 2003, and shall be read and construed
            accordingly,

      (h)   "EFFECTIVE DATE OF TERMINATION": the date on which this Agreement is
            terminated pursuant to Article y22.0,

      (i)   "GROSS SALES": all gross sales received from sale of any Products in
            any or all parts of the world where the Licensee is permitted by law
            and this Agreement to market, manufacture, sell, distribute, or
            lease the Technology and any Improvements, and/or any Products, less
            the following deductions to the extent included in the amounts
            invoiced and thereafter actually allowed and taken:

            (i)   credit, allowances or refunds given on account of returned
                  goods,

            (ii)  transportation charges incurred for shipment to purchasers,

            (iii) taxes, duties and customs charges, and

            (iv)  bona fide special rebates provided by the Licensee for
                  Products purchased by third parties.

            Where any Gross Sales is derived from a country other than the
            United States it shall be converted to the equivalent in United
            States dollars on the date the Licensee is deemed to have received
            such Gross Sales pursuant to the terms hereof at the rate of
            exchange set by the TD Canada Trust in Canada for buying such
            currency. The amount of United States dollars pursuant to such
            conversion shall be included in the Gross Sales,

      (j)   "IMPROVEMENTS": any and all existing or future patentable or
            non-patentable improvements, variations, updates, modifications,
            enhancements and know-how, relating to the Technology, but excluding
            New Technology. Improvements developed by Cabanillas shall be
            referred to as Cabanillas Improvements. Improvements developed by
            the Licensee shall be referred to as Licensee Improvements.
            Improvements which are developed by the Parties working together
            shall be referred to as Joint Improvements,

      (k)   "INFORMATION": any and all Technology and any and all Improvements,
            the terms and conditions of this Agreement, and any and all oral,
            written, electronic or other communications and other information
            disclosed or provided by the parties including any and all analyses
            or conclusions drawn or derived therefrom regarding this Agreement
            and information developed or disclosed hereunder, or any party's raw
            materials, processes, formulations, analytical procedures,
            methodologies, products, samples and specimens or functions,


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      (l)   "NEW TECHNOLOGY": all inventions, discoveries, improvements,
            variations, updates, modifications and/or enhancements relating to
            the Technology developed at any time after the Commencement Date by
            the Licensee or Cabanillas, which:

            (i)   may be practised without infringement of the Patents or
                  Technology, and

            (ii)  which are not in any way derivatives, distillations,
                  modifications or enhancements of any Compound, Clinical
                  Candidate or Product.

            New Technology developed by Cabanillas shall be referred to as
            "CABANILLAS NEW TECHNOLOGY". New Technology developed by the
            Licensee shall be referred to as the "LICENSEE NEW TECHNOLOGY". New
            Technology developed by the Parties working together shall be
            referred to as "JOINT NEW TECHNOLOGY".

      (m)   "PARTY" an individual to this Agreement and any reference to a Party
            includes its heirs, executors, administrators, successors and
            permitted assigns; and "PARTIES" means every Party.

      (n)   "PRODUCT(S)": any Compound, Clinical Candidate, therapeutics or
            diagnostic assays, or components thereof, that incorporate all or
            some of the Technology or Improvements, or where the Technology or
            Improvements were used to discover Compounds, Clinical Candidates,
            therapeutics, diagnostic assays or drug targets, the Compounds,
            Clinical Candidates, therapeutics, diagnostic assays or drug targets
            so discovered,

      (o)   "ROYALTY DUE DATES": the last working day of June and December of
            each and every year during which this Agreement remains in full
            force and effect,

      (p)   "SUBLICENSING REVENUE": all monies from Gross Sales received by
            Licensee from all sublicensees, and

      (q)   "TECHNOLOGY": any and all trade secrets, knowledge, know-how and/or
            technique or techniques invented, developed and/or acquired, prior
            to the Date of Commencement by Cabanillas or the Licensee relating
            to, and including the technology related to A4+L Compound and the
            products described in Schedule "A" hereto, as amended from time to
            time, including, without limitation, all research, data,
            specifications, instructions, manuals, papers or other materials of
            any nature whatsoever, whether written or otherwise, relating to
            same and all Improvements. For greater certainty it is confirmed
            that the Technology shall include all extractions, derivatives,
            distillations, modifications or enhancements of any Compound,
            Clinical Candidate or Product, and shall include New Technology.

2.0   PROPERTY RIGHTS IN AND TO THE TECHNOLOGY:

2.1   The parties hereto acknowledge and agree that Cabanillas owns any and all
      right, title and interest in and to the Technology, as well as any and all
      Improvements.


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2.2   The Licensee shall, at the request of Cabanillas, enter into such further
      agreements and execute any and all documents as may be required to ensure
      that ownership of the Technology and any Improvements and New Technology
      remains with Cabanillas.

2.3   On the last working day of June and December of each and every year during
      which this Agreement remains in full force and effect, the Licensee shall
      deliver in writing the details of any and all Improvements and New Joint
      Technology which the Licensee and any sublicensees of the Licensee has
      developed and/or acquired during the previous 6 month period to
      Cabanillas.

3.0   GRANT OF LICENSE:

3.1   In consideration of the royalty payments reserved herein, and the
      covenants on the part of the Licensee contained herein, Cabanillas hereby
      grants to the Licensee and its Affiliated Companies an exclusive license
      for the Territory to use and sublicense the Technology and any
      Improvements and to research, manufacture, distribute, and sell Products
      on the terms and conditions hereinafter set forth during the term of this
      Agreement. "TERRITORY" shall mean the world excluding the country of Peru.

3.2   Cabanillas consents to the sublicense of the Technology and any
      Improvements to Organetix Inc. Licensee agrees that the sublicense with
      Organetix, Inc. shall contain terms and conditions in compliance with and
      adhering to those set forth in Schedule "B".

3.3   Licensee acknowledges that this Agreement may be assigned to a company
      owned and operated by Cabanillas (the "Cabanillas Company"). In the event
      that Cabanillas assigns this Agreement to the Cabanillas Company,
      Cabanillas agrees to assign all right, title and interest in and to the
      Technology, Improvements, Cabanillas New Technology, Joint Technology,
      Compounds and Products to the Cabanillas Company.

3.4   Licensee shall subject to the terms of this Section y3.4, have the right
      of first refusal to acquire the rights to a new compound. Cabanillas shall
      notify the Licensee in writing (the "NOTICE") of the new compound. Such
      Notice shall describe with reasonable specificity the new compound or
      product including the proposed financial investment and proposed time line
      required to develop this new compound. At any time within 60 days after
      the receipt of the Notice, the Licensee may notify Cabanillas of its
      acceptance or rejection of the new compound or product. If Licensee does
      not provide written notice of acceptance or rejection, the Licensee is
      deemed to have rejected the new compound. If the Licensee accepts the new
      compound, the new compound shall be included in Schedule "A" and subject
      to terms and conditions of this Agreement. If the Licensee rejects the new
      compound, Cabanillas shall be free to offer the new compound disclosed in
      the Notice to any other third party.

4.0   REVERSIONARY INTEREST

4.1   In the event that Licensee fails for a period of 3 consecutive years to
      proceed with a particular Compound including but not limited to A4+L
      Compound and has not expended a minimum of $50,000 US per year towards
      further research, development, and marketing, the right to produce and
      market the Compound and any ownership rights revert back to Cabanillas.
      Cabanillas shall provide prior written notice of its request for reversion
      of a Compound. Subject to this Section y4.1, if such default is not
      reasonably cured by Licensee within 30 days after receipt of written
      notice the right to produce and market the Compound and any ownership
      rights may revert back to Cabanillas. In that event, Cabanillas and
      Licensee agree to the reversion of the Compound, the parties agree to
      negotiate in good faith a reimbursement of a percentage of the costs paid
      for development by Licensee to the date of the reversion.


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5.0   PAYMENTS AND ROYALTIES:

5.1   The Licensee shall pay to Cabanillas a royalty equal to 3% of the Gross
      Sales and Sublicensing Revenue.

5.2   [Redacted by the Company - available for viewing]

5.3   If the most effective commercial development by the Licensee of a Product
      or Products incorporating the Technology or any Improvements makes it
      necessary to license other technology from a third party because the
      Technology infringes the other technology (the "THIRD PARTY TECHNOLOGY")
      the royalty payable by the Licensee to any such third party to obtain a
      license of the Third Party Technology may be deducted by the Licensee from
      the royalty payable to Cabanillas under Section y5.0, provided that:

      (a)   the royalty payable by the Licensee to any third party to license
            the Competing Technology is calculated as a percentage of the
            Licensee's Gross Sales derived directly from the Third Party
            Technology, and excludes any Gross Sales derived from the Technology
            and any Improvements licensed under this Agreement,

      (b)   notwithstanding anything in this Section y5.3 the total royalty
            payable by the Licensee to Cabanillas under Section y5.0 shall never
            be reduced to less than 1.0% of Gross Sales.

5.4   All royalties payable to Cabanillas under Section y5.0, shall become due
      and payable within 60 days of each respective Royalty Due Date and shall
      be calculated with respect to the Gross Sales and the Sublicensing Revenue
      in the 6 month period immediately preceding the applicable Royalty Due
      Date.


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5.5   Unless otherwise indicated, all payments made by the Licensee to
      Cabanillas hereunder are in US$ (dollars).

6.0   PATENTS:

6.1   The Licensee acknowledges that Cabanillas is the owner of the Technology
      and Improvements. On execution of this Agreement, (or such longer time as
      may be reasonably required by Cabanillas), Cabanillas will transfer to the
      Licensee the management (but not ownership) of the Technology and
      Improvements except for the A4+L Compound and Mobility Spray as per
      Articles y8.0 and y9.0. The Licensee agrees to pay all costs in relation
      to the management of the applications and the patents that may issue
      therefrom made by the Licensee pursuant to Section y6.1. The Licensee
      shall not be obligated by this Section y6.1 to seek protection for the
      Technology and Improvements.

6.2   The Licensee agrees to pay for all costs with respect to patent
      applications, divisionals, substitutions, continuations,
      continuations-in-part, all claims of foreign patent applications and any
      and all patents relating to New Technology, and with respect to any and
      all maintenance fees for any and all patents relating to New Technology.

6.3   Cabanillas consents to Licensee and/or Organetix, Inc. applying for
      patents with respect to the Technology or any further process, use or
      products arising out of the Technology that may be patentable, and the
      Licensee shall pay all costs of applying for, registering and maintaining
      the same. While the Licensee is responsible for making decisions regarding
      the scope and content of applications to be filed pursuant to this Article
      y6.0, and the prosecution thereof, Cabanillas shall be consulted with
      respect to patent strategies and significant decisions prior to filing and
      be given an opportunity to review and provide input with respect to all
      such applications. The Licensee shall keep Cabanillas advised as to all
      developments with respect to said applications and shall promptly supply
      Cabanillas with copies of all documents received and filed in connection
      with the prosecution thereof in sufficient time for Cabanillas to comment
      thereon. Cabanillas agrees to provide at no cost to the Licensee, all
      assistance in filing the patent applications contemplated under this
      Article y6.0.

6.4   In the event of the issuance of any new patent for use of the Technology
      or any improvements, the Licensee shall have the right to become, and
      shall become the Licensee of the same, all pursuant to the terms contained
      herein without payment of any additional Initial Licensee Fee to the
      Licensee.

6.5   The Licensee shall not contest the validity or scope of any Cabanillas
      patent.

6.6   The Licensee will ensure proper patent marking for all Technology, and any
      Improvements licensed hereunder and shall clearly mark the appropriate
      patent numbers on any Products made using the Technology and any
      Improvements or any patented processes used to make such Products.


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7.0   NEW TECHNOLOGY:

7.1   All Licensee New Technology discovered, made or developed by the Licensee
      shall be owned by Licensee. All Cabanillas New Technology and Joint New
      Technology discovered, made or developed by Cabanillas or jointly by
      Cabanillas and Licensee, as the case may be, shall be owned by Cabanillas
      and included under this Agreement.

7.2   In the event that Licensee determines that the New Technology has
      patentable features and obtaining a United States or international patent
      is reasonably necessary to protect the New Technology, the Licensee may
      proceed to obtain patent protection and, in such an event, Cabanillas
      shall co-operate with the Licensee in connection with the preparation and
      filing of a United States or international patent application.

8.0   TECHNOLOGY TRANSFER FOR A4+L COMPOUND

8.1   Subject to the payment contemplated in Article y9.0, Cabanillas shall
      disclose to representatives of the Licensee or sub-licensee all
      experimental procedures developed by Cabanillas in sufficient detail to
      permit the Licensee to employ such procedures of their own to evaluate the
      patentability and research and for production and sale of A4+L Compound
      and related Products. Such disclosure shall take the form of visits by
      Licensee personnel to the facilities being utilized by Cabanillas to
      permit observation of the procedures being employed which include but is
      not limited to the names of plants and plant parts in Latin, English and
      Spanish, the harvesting locations, harvesting knowledge and know-how,
      processing knowledge and know-how, growing knowledge and know-how,
      problems, dangers, procedures, suppliers and purchasing and pricing data.

8.2   Cabanillas shall provide the Licensee with all formulations and samples of
      materials which are required or developed for preparation of A4+L Compound
      and related Products. Cabanillas shall disclose promptly the results of
      any outstanding research projects and any research technology developed
      related to the A4+L Compound and the Technology, Compounds and Products.
      Disclosure shall be in sufficient detail to permit the Licensee to employ
      such results and technology as provided herein and shall include but not
      limited to formulations of products, designation of plant materials
      required in formulations, harvesting and growing conditions of plants,
      purchase and location data of input materials, processing data, and
      problems encountered.

8.3   Licensee accepts that the A4+L Compound will be provided by Cabanillas on
      an "as is" basis. If difficulties arise in patentability, governmental
      approvals including but not limited to FDA approvals, these difficulties
      shall not be the responsibility of Cabanillas and will not affect the
      payments contemplated under Section 9.1.

9.0   [Redacted by Company - available for viewing]

9.1

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10.0  TRUST CONDITIONS FOR FORMULATIONS

10.1  Within 30 days of execution of this Agreement, Cabanillas shall deposit
      with a trust agent satisfactory to the Licensee the formulations for the
      Compounds listed in Schedule "A" and licensed under this Agreement. Such
      formulations shall be released to the Licensee and to Cabanillas' estate
      upon the death or disappearance of Cabanillas for a period of 3
      consecutive months or mental incapacity of Cabanillas as determined by an
      independent Canadian physician as agreed upon by trustee of Cabanillas
      estate and Licensee.

10.2  Cabanillas shall update such formulations and know-how including but not
      limited to include new compounds included in Schedule "A" and any
      modifications to any existing Compounds every 6 months.

10.3  Within 30 days of the execution of this Agreement, a review of the
      formulations shall be conducted by an officer of the Licensee acceptable
      to Cabanillas (the "DESIGNATE"). The review shall be conducted in the
      presence of Cabanillas and the Designate shall not make any copies or
      notes respecting the formulations reviewed. The formulations shall then be
      placed in an envelope sealed by Cabanillas and held in trust subject to
      conditions for release in Section y9.1. For the purposes of this Section
      y10.3, the current named Designate for the Licensee shall be Mr. Brad
      Clarke, President.

10.4  Except for the Mobility Spray product provided for in Section y9.4 and for
      the term of the Agreement, Licensee shall have the right to purchase the
      formulations and know-how for the Compounds in Schedule "A" and any
      Designated Compounds, on terms and conditions to be negotiated between the
      parties.

11.0  WARRANTY:

11.1  Cabanillas represents and warrants that the Technology, any Improvements
      and the Products:

      (a)   shall correspond with a particular description;

      (b)   are of merchantable quality;

      (c)   are fit for a particular purpose; or

      (d)   are durable for a reasonable period of time.

      Cabanillas shall be liable for any loss, whether direct, consequential,
      incidental, or special which the Licensee suffers arising from any defect,
      error, fault, or failure to perform with respect to the Technology or any
      Improvements or Products. The Licensee acknowledges that it has been
      advised by Cabanillas to undertake its own due diligence with respect to
      the Technology and any Improvements. This warranty shall not apply in the
      event that the Licensee has modified the Technology, Improvements or
      Products.

11.2  Cabanillas represents that he has title to the Technology and/or any
      Improvement or that anything made, used, sold or otherwise disposed of
      under the license granted in this Agreement is or will be free from
      infringement of patents, copyrights, trade-marks, industrial design or
      other intellectual property rights.


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11.3  In the event of an alleged infringement of the Technology or any
      Improvements or any right with respect to the Technology or any
      Improvements, the Licensee shall have the right to prosecute litigation
      designed to enjoin infringers of the Technology or any Improvements.
      Cabanillas agrees to co-operate to the extent of executing all necessary
      documents and to vest in the Licensee the right to institute any such
      suits, so long as all the direct or indirect costs and expenses of
      bringing and conducting any such litigation or settlement shall be borne
      by the Licensee and in such event all recoveries shall enure to the
      Licensee.

11.4  In the event that any complaint alleging infringement or violation of any
      patent or other proprietary rights is made against the Licensee or a
      sublicensee of the Licensee with respect to the use of the Technology or
      any Improvements or the manufacture, use or sale of the Products, the
      following procedure shall be adopted:

      (a)   the Licensee shall promptly notify Cabanillas upon receipt of any
            such complaint and shall keep Cabanillas fully informed of the
            actions and positions taken by the complainant and taken or proposed
            to be taken by the Licensee on behalf of itself or a sublicensee,

      (b)   all costs and expenses incurred by the Licensee or any sublicensee
            of the Licensee in investigating, resisting, litigating and settling
            such a complaint, including the payment of any award of damages
            and/or costs to any third party, shall be paid by Cabanillas jointly
            by AMMA and Cabanillas,

      (c)   no decision or action concerning or governing any final disposition
            of the complaint shall be taken without full consultation with and
            approval by Cabanillas,

      (d)   Cabanillas may elect to participate formally in any litigation
            involving the complaint to the extent that the court may permit, but
            any additional expenses generated by such formal participation shall
            be paid by Cabanillas (subject to the possibility of recovery of
            some or all of such additional expenses from the complainant),

      (e)   the royalties payable pursuant to this Agreement shall be paid by
            the Licensee to Cabanillas in trust from the date the complaint is
            made until such time as a resolution of the complaint has been
            finalized. If the complainant prevails in the complaint, then the
            royalties paid to Cabanillas in trust pursuant to this Article shall
            be returned to the Licensee, provided that the amount returned to
            the Licensee hereunder shall not exceed the amount paid by the
            Licensee to the complainant in the settlement or other disposition
            of the complaint. If the complainant does not prevail in the
            complaint, then Cabanillas shall be entitled to retain all royalties
            paid to him pursuant to this Article.


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12.0  INDEMNITY AND LIMITATION OF LIABILITY:

12.1  Cabanillas' total liability, whether under the express or implied terms of
      this Agreement, in tort (including negligence), or at common law, for any
      loss or damage suffered by the Licensee, whether direct, indirect,
      special, or any other similar or like damage that may arise or does arise
      from any breaches of this Agreement by Cabanillas shall be limited to the
      total Royalties paid under this Agreement.

12.2  In no event shall Cabanillas be liable for consequential or incidental
      damages arising from any breach or breaches of this Agreement.

13.0  PUBLICATION AND CONFIDENTIALITY:

13.1  The Confidential Information developed, received, and used by the Parties
      solely in furtherance of the purposes set forth in this Agreement subject
      to the terms and conditions set forth in this Article y13.0.

13.2  The Licensee and Cabanillas shall keep and use all of the Confidential
      Information in confidence and will not, without having obtained the other
      party's prior written consent, disclose any Confidential Information to
      any person or entity, except those of the Licensee's officers, employees,
      consultants, contractors and sub-contractors, agents and assigns who
      require said Confidential Information in performing their obligations
      under this Agreement. The Licensee covenants and agrees that it will
      initiate and maintain an appropriate internal program limiting the
      internal distribution of the Confidential Information to its officers,
      servants or agents and to obtain signed confidentiality and non-disclosure
      agreements in a form approved by the Licensee's Board of Directors from
      any and all persons who may have access to the Confidential Information.

13.3  The Parties shall not use, either directly or indirectly, any Confidential
      Information for any purpose other than as set forth herein without the
      other Party's prior written consent.

13.4  Notwithstanding any termination or expiration of this Agreement, the
      obligations created in this Article y13.0 shall survive and be binding
      upon the Licensee, its successors and assigns for 5 years following such
      termination.

13.5  Cabanillas shall not be restricted from presenting at symposia, national
      or regional professional meetings, or from publishing in journals or other
      publications accounts of its research relating to the Information,
      provided that with respect to Confidential Information only, the Licensee
      shall have been furnished copies of the disclosure proposed therefore at
      least 60 days in advance of the presentation or publication date and does
      not within 30 days after receipt of the proposed disclosure object to such
      presentation or publication. Any objection to a proposed presentation or
      publication shall specify the portions of the presentation or publication
      considered objectionable (the "OBJECTIONABLE MATERIAL"). Upon receipt of
      notification from the Licensee that any proposed publication or disclosure
      contains Objectionable Material, Cabanillas and the Licensee shall work
      together to revise the proposed publication or presentation to remove or
      alter the Objectionable Material in a manner acceptable to the Licensee,
      in which case the Licensee shall withdraw its objection. In the event that
      an objection is made, disclosure of the Objectionable Material shall not
      be made for a period of 12 months after the date the Licensee has received
      the proposed publication or presentation relating to the Objectionable
      Material. Cabanillas shall co-operate in all reasonable respects in making
      revisions to any proposed disclosures if considered by the Licensee to
      contain Objectionable Material. Cabanillas shall not be restricted from
      publishing or presenting the proposed disclosure as long as the
      Objectionable Material has been removed. After the 12 month period has
      elapsed, Cabanillas shall be free to present and/or publish the proposed
      publication or presentation, whether or not it contains Objectionable
      Material.


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13.6  The Licensee requires of Cabanillas, and Cabanillas agrees insofar as he
      may be permitted to do so at law, that this Agreement, and each part of
      it, is confidential and shall not be disclosed to third parties, as the
      Licensee claims that such disclosure would or could reveal commercial,
      scientific or technical information and would significantly harm the
      Licensee's competitive position and/or interfere with the Licensee's
      negotiations with prospective sublicensees. Notwithstanding anything
      contained in this Article, the parties hereto acknowledge and agree that
      Cabanillas may identify the title of this Agreement, the Parties to this
      Agreement, and the names of the inventors of the Technology and any
      Improvements.

14.0  PRODUCTION AND MARKETING:

14.1  Covenant of Ethical Conduct. Licensee and its Affiliated Companies shall

      (a)   Not employ illegal or unethical practices in production or promotion
            of the Products;

      (b)   Represent Cabanillas in a manner intended to preserve and enhance
            the goodwill of the Products and the reputation of Cabanillas as a
            provider of quality products; and

      (c)   Produce and promote the Products in accordance with the laws
            applicable in the various jurisdictions where the Products are to be
            marketed hereunder.

14.2  Licensee and its Affiliated Companies accept the rights herein granted to
      it and agrees to fully promote, and exploit the Products and use its best
      efforts, consistent with good business judgment to obtain as wide,
      complete, efficient and profitable distribution of Products.

14.3  Subject to the provisions of this Agreement, the determination of sales
      and marketing strategies and selling prices for the Products shall be the
      sole responsibility of the Licensee and its Affiliated Companies The
      Licensee may, at its sole discretion, design, use, and/ or register
      trade-marks in association with the marketing of the Products. Cabanillas
      acknowledges that all good will arising from the use of the Product
      trade-marks shall enure solely to the benefit of the Licensee.


                                       13
<PAGE>

14.4  The Licensee may, upon receipt of prior written approval, use trade-marks
      developed by Cabanillas or make reference to Cabanillas in marketing and
      advertising materials or publicity releases.

14.5  Licensee and its Affiliated Companies shall obtain and maintain such
      permits and approvals including but not limited to regulatory permits,
      drug clearance permits, packaging and labeling permits and export permits
      as may be required to meet the obligations hereunder.

14.6  The Licensee represents and warrants to Cabanillas that:

      (a)   it has the infrastructure, expertise and resources to develop and
            commercialize the Technology and any Improvements;

      (b)   it has the infrastructure, expertise and resources to track and
            monitor on an ongoing basis performance under the terms of each
            sublicense agreement entered into by the Licensee;

      (c)   it has the infrastructure, expertise and resources to initiate and
            maintain an appropriate program limiting the distribution of the
            Information, Technology, and any Improvements and any related
            biological materials as set out in this Agreement and to obtain the
            appropriate non-disclosure agreements from all persons who may have
            access to the Technology, and any Improvements and related
            biological materials.

15.0  DISPUTE RESOLUTION AND MEDIATION

15.1  The Parties will attempt to resolve any dispute that arises out of or in
      relation to this Agreement ("Dispute") through consultation and
      negotiation in good faith.

15.2  If those attempts fail, a Party may, by notice to the other Party at any
      time during those negotiations, request that the Dispute be resolved
      through mediation, including with that notice sufficient detail to enable
      the other Party to understand the issues that remain in dispute. The
      Parties will attempt to agree on the selection of a mediator within 10
      days of receipt of that notice, unless the other Party gives notice within
      that period that it is not prepared to proceed with mediation respecting
      the Dispute. If the Parties are unable to select a mediator within that
      period, a Party may deliver a written request to the Canadian Foundation
      for Dispute Resolution to select, within 2 business days of the receipt of
      that request, a mediator qualified by education and experience to resolve
      that Dispute, and the Parties so agree that the person so selected will be
      mediator for the Dispute. The Parties will commence mediation within 20
      days of the selection of the mediator. The mediation will continue until
      the Dispute is resolved, or a Party serves notice to the other that it
      wishes to terminate the mediation, or the mediator makes a written
      determination that the Dispute cannot be resolved through mediation, or 60
      days after receipt of the original notice, whichever occurs first. The
      place of the mediation will be Calgary, Alberta, Canada.


                                       14
<PAGE>

15.3  In the event that such Dispute has not been resolved through mediation,
      either Party may seek redress within the courts.

16.0  ACCOUNTING RECORDS:

16.1  The Licensee shall maintain at its principal place of business, or such
      other place as may be most convenient, separate accounts and records of
      all Gross Sales, sublicenses and Sublicensing Revenues, and all business
      done pursuant to this Agreement, such accounts and records to be in
      sufficient detail to enable proper returns to be made under this
      Agreement, and the Licensee shall cause its sublicensees to keep similar
      accounts and records.

16.2  The Licensee shall deliver to Cabanillas on the date 60 days after each
      and every Royalty Due Date, together with the royalty payable thereunder,
      the Accounting and a report on all Sublicensing activity, including an
      accounting statement setting out in detail how the amount of each
      sublicensee's Sublicensing Revenue was determined and identifying each
      sublicensee and the location of the business of each sublicensee.

16.3  The calculation of royalties shall be carried out in accordance with
      generally accepted Canadian accounting principles ("GAAP"), or the
      standards and principles adopted by the U.S. Financial Accounting
      Standards Board ("FASB") applied on a consistent basis.

16.4  The Licensee shall retain the accounts and records referred to in Section
      y16.1 above for at least six years after the date upon which they were
      made and shall permit any duly authorized representative of Cabanillas to
      inspect such accounts and records during normal business hours of the
      Licensee at Cabanillas's expense. The Licensee shall furnish such
      reasonable evidence as such representative will deem necessary to verify
      the Accounting and will permit such representative to make copies of or
      extracts from such accounts, records and agreements at Cabanillas's
      expense. If an inspection of the Licensee's records by Cabanillas shows an
      under-reporting or underpayment by the Licensee of any amount to
      Cabanillas, in excess of 5% for any 12 month period, then the Licensee
      shall reimburse Cabanillas for the cost of the inspection as well as pay
      to Cabanillas any amount found due (including any late payment charges or
      interest) within 30 days of notice by Cabanillas to the Licensee.

16.5  All amounts due and owing to Cabanillas hereunder but not paid by the
      Licensee on the due date thereof shall bear interest in US dollars at the
      rate of prime + 2% posted at TD Canada Trust.

17.0  INSURANCE:

17.1  The Licensee shall procure and maintain, during the term of this
      Agreement, the insurance outlined in Sections y17.2 and y17.3 and
      otherwise comply with the insurance provisions contained at Sections y17.2
      and y17.3.

17.2  One month prior to the first sale of a Product, the Licensee will give
      notice to Cabanillas of the terms and amount of the public liability,
      product liability and errors and omissions insurance which it has placed
      in respect of the same, which in no case shall be less than the insurance
      which a reasonable and prudent businessman carrying on a similar line of
      business would acquire. This insurance shall be placed with a reputable
      and financially secure insurance carrier, shall include Cabanillas, as
      additional insured, and shall provide primary coverage with respect to the
      activities contemplated by this Agreement. Such policy shall include
      severability of interest and cross-liability clauses and shall provide
      that the policy shall not be cancelled or materially altered except upon
      at least 30 days written notice to Cabanillas. Cabanillas shall have the
      right to require reasonable amendments to the terms or the amount of
      coverage contained in the policy. Failing the parties agreeing on the
      appropriate terms or the amount of coverage, then the matter shall be
      determined by mediation as provided for herein. The Licensee shall provide
      Cabanillas with certificates of insurance evidencing such coverage seven
      days before commencement of sales of any Product.


                                       15
<PAGE>

17.3  The Licensee shall require that each sublicensee under this Agreement
      shall procure and maintain, during the term of the sublicense, public
      liability, product liability and errors and omissions insurance in
      reasonable amounts, with a reputable and financially secure insurance
      carrier. The Licensee shall use its best efforts to ensure that any and
      all such policies of insurance required pursuant to this Article shall
      contain a waiver of subrogation against Cabanillas.

18.0  ASSIGNMENT:

18.1  Except for an assignment in whole or in part to Organetix, Inc., the
      Licensee may not transfer or assign the whole or any part of this
      Agreement or any of its interest, rights or obligations hereunder without
      the prior written consent of Cabanillas, which consent shall not be
      unreasonably withheld or delayed. Cabanillas consents to an assignment in
      whole or in part of this Agreement to Organetix, Inc. Organetix, Inc.
      shall assume all obligations and covenants contained herein.

18.2  Cabanillas shall have the right to assign its rights, duties and
      obligations under this Agreement to a company or society of which it is
      the sole shareholder in the case of a company or of which it controls the
      membership, in the case of a society. In the event of such an assignment,
      the Licensee will release, remise and forever discharge Cabanillas from
      any and all obligations or covenants, provided however that such company
      or society, as the case may be, executes a written agreement which
      provides that such company or society shall assume all such obligations,
      liabilities and covenants from Cabanillas and that the Licensee shall
      retain all rights granted to the Licensee pursuant to this Agreement.

19.0  GOVERNING LAW:

19.1  This Agreement shall be governed by and construed in accordance with the
      laws of the Province of Alberta and the laws of Canada in force therein
      without regard to its conflict of law rules. All Parties agree that by
      executing this Agreement they have attorned to the jurisdiction of the
      courts in Alberta.

19.2  Nothing in this Agreement shall prevent a party hereto from applying to a
      court of competent jurisdiction for interim protection such as, by way of
      example, an interim injunction.


                                       16
<PAGE>

20.0  NOTICES:

20.1  All payments, reports and notices or other documents that any of the
      parties hereto are required or may desire to deliver to any other party
      hereto may be delivered only by personal delivery or by registered or
      certified mail, telex or fax, all postage and other charges prepaid, at
      the address for such party set forth below or at such other address as any
      party may hereinafter designate in writing to the others. Any notice
      personally delivered or sent by telex or fax shall be deemed to have been
      given or received at the time of delivery, telexing or faxing. Any notice
      mailed as aforesaid shall be deemed to have been received on the
      expiration of five days after it is posted, provided that if there shall
      be at the time of mailing or between the time of mailing and the actual
      receipt of the notice a mail strike, slow down or labour dispute which
      might affect the delivery of the notice by the mails, then the notice
      shall only be effected if actually received.

               If to Cabanillas:

                                    Jose Gonzalo Cabanillas Coral
                                    Av. Jose Quinones 1273
                                    Iquitos
                                    Iquitos, Peru
                                    South America
                                    Fax: 011-51-94-267-181

               If to the Licensee:

                                    Amma Corporation
                                    Suite 200, 603 - 7th Avenue S.W.
                                    Calgary, AB T2P 2T5
                                    Canada
                                    Attention:    Mr. Brad Clarke
                                    Facsimile:    (403) 264-3310

21.0  TERM:

21.1  This Agreement and the license granted hereunder shall terminate on the
      expiration of a term of 40 years from the Date of Commencement (the
      "INITIAL TERM") unless earlier terminated pursuant to this Article.

21.2  If the Licensee is not in default of the terms and conditions of this
      Agreement as at the expiration of the Initial Term and has not exercised
      its right to purchase pursuant to Section y21.3, the License shall
      automatically renew for a further 40 year period (the "RENEWAL TERM"). All
      of the provisions contained in this License Agreement shall, mutatis
      mutandis, remain in full force and effect during such Renewal Term. Each
      Renewal Term shall commence on the expiry of the Initial Term or Renewal
      Term and end on the tenth (40th) anniversary thereof.


                                       17
<PAGE>

                  21.3 Licensee shall have the right to purchase all right,
title and interest to the Technology, Improvements, Products, Designated
Compounds, and any intellectual property rights inherent therein at anytime
during the Initial Term and any renewal term thereafter. Licensee shall notify
Cabanillas in writing (the "NOTICE") of Licensee's intention to purchase. In the
event that the Licensee exercises this option during the first five years of the
Initial Term, the purchase price shall be $12,500,000.00 (U.S.). All royalties
contemplated in this Agreement shall cease and Licensee shall have all right
title and interest free and clear of any obligations contemplated in this
Agreement.

                  22.0 TERMINATION:

                  22.1 Cabanillas may, at his option, terminate this Agreement
immediately in all its terms and conditions on the happening of any one or more
of the following events by delivering notice in writing to that effect to the
Licensee:

      (a)   if the Licensee becomes insolvent,

      (b)   if any execution, sequestration, or any other process of any court
            becomes enforceable against the Licensee or if any such process is
            levied on the rights under this Agreement or upon any of the monies
            due to Cabanillas and is not released or satisfied by the Licensee
            within 60 days thereafter,

      (c)   if any resolution is passed or order made or other steps taken for
            the winding up, liquidation or other termination of the existence of
            the Licensee,or

      (d)   if the Licensee ceases or threatens to cease to carry on its
            business.

                  22.2 Other than as set out in Section y22.1, if either party
shall be in default under or shall fail to comply with the terms of this
Agreement then the non-defaulting party shall have the right to terminate this
Agreement by written notice to that effect if:

      (a)   such default is reasonably curable within 30 days after receipt of
            notice of such default and such default or failure to comply is not
            cured within 30 days after receipt of written notice thereof, or

      (b)   such default is not reasonably curable within 30 days after receipt
            of written notice thereof, and such default or failure to comply is
            not cured within such further reasonable period of time as may be
            necessary for the curing of such default or failure to comply.

                  22.3 If this Agreement is terminated pursuant to Article
y22.0, the Licensee shall make royalty payments to Cabanillas in the manner
specified in Article y5.0, and Cabanillas may proceed to enforce payment of all
outstanding royalties or other monies owed to Cabanillas and to exercise any or
all of the rights and remedies contained herein or otherwise available to
Cabanillas by law or in equity, successively or concurrently at the option of
Cabanillas. Upon any such termination of this Agreement, the Licensee shall
forthwith deliver up to Cabanillas all Technology and any Improvements in its
possession or control and shall have no further right of any nature whatsoever
in the Technology or any Improvements. On the failure of the Licensee to so
deliver up the Technology and any Improvements, Cabanillas may immediately and
without notice enter the Licensee's premises and take possession of the
Technology and any Improvements. The Licensee will pay all charges or expenses
incurred by Cabanillas in the enforcement of its rights or remedies against the
Licensee including, without limitation, Cabanillas's legal fees and
disbursements on an indemnity basis.


                                       18
<PAGE>

22.4  The Licensee shall cease to use the Technology or any Improvements in any
      manner whatsoever or to manufacture or sell the Products within 3 months
      from the Effective Date of Termination. The Licensee shall then deliver or
      cause to be delivered to Cabanillas an accounting within 90 days from the
      Effective Date of Termination. The accounting will specify, in or on such
      terms as Cabanillas may in its sole discretion require, the inventory or
      stock of Products manufactured and remaining unsold on the Effective Date
      of Termination. The Licensee will continue to make royalty payments to
      Cabanillas in the same manner specified in Article y5.0 on all unsold
      Products that are sold in accordance with this Section y22.4.

23.0  ADDITIONAL COVENANTS OF LICENSEE:

23.1  The Licensee hereby represents and warrants to Cabanillas that the
      Licensee is a corporation duly organized, existing, and in good standing
      under the laws of the Province of Alberta and has the power, authority,
      and capacity to enter into this Agreement and to carry out the
      transactions contemplated by this Agreement, all of which have been duly
      and validly authorized by all requisite corporate proceedings.

23.2  The Licensee represents and warrants that it has the expertise necessary
      to handle the Technology and any Improvements with care and without danger
      to the Licensee, its employees, agents, or the public. The Licensee shall
      not accept delivery of the New Technology or any Improvements until it has
      requested and received from Cabanillas all necessary information and
      advice to ensure that it is capable of handling the New Technology and any
      Improvements in a safe and prudent manner.

23.3  The Licensee shall comply with all laws, regulations and ordinances,
      whether Federal, State, Provincial, County, Municipal or otherwise with
      respect to the Technology and any Improvements and/or this Agreement.

23.4  The Licensee shall pay all taxes and any related interest or penalty
      howsoever designated and imposed as a result of the existence or operation
      of this Agreement, including, but not limited to, tax which the Licensee
      is required to withhold or deduct from payments to Cabanillas. In the
      event that such taxes are payable, the Licensee will furnish to Cabanillas
      such evidence as may be required by Canadian authorities to establish that
      any such tax has been paid. The royalties specified in this Agreement are
      exclusive of taxes. If Cabanillas is required to collect a tax to be paid
      by the Licensee or any of its sublicensees, the Licensee shall pay such
      tax to Cabanillas on demand.


                                       19
<PAGE>

24.0  GENERAL:

24.1  After receiving written notice of a request to do so, Cabanillas shall
      permit any duly authorized representative of the Licensee during normal
      business hours and at Licensee's sole risk and expense to enter upon and
      into business premises of Cabanillas for the purpose of inspecting the
      Products and the manner of their manufacture and generally of ascertaining
      whether or not the provisions of this Agreement have been, are being, or
      will be complied with by the Licensee.

24.2  Neither party shall be liable for failure to perform its obligations
      hereunder for causes beyond its reasonable control and without the fault
      or negligence of such party provided that such party shall use all
      reasonable efforts within its control in attempting to remove the cause.
      Such causes shall include but not be limited to, acts of God or
      government, acts of war, riots or epidemics. A party prevented from
      fulfilling any obligation hereunder by a force majeure shall promptly give
      the other party notice of the force majeure and the affected obligations
      including reasonably full particulars in respect thereof. In the event
      that any such causes should continue for a period of 12 months, the other
      party shall have the right to terminate this Agreement by giving notice to
      the other party, and such notice shall be deemed to be a terminating
      event.

24.3  Nothing contained herein shall be deemed or construed to create between
      the Parties hereto a partnership or joint venture. No party shall have the
      authority to act on behalf of any other Party, or to commit any other
      Party in any manner or cause whatsoever or to use any other Party's name
      in any way not specifically authorized by this Agreement. No Party shall
      be liable for any act, omission, representation, obligation or debt of any
      other Party, even if informed of such act, omission, representation,
      obligation or debt.

24.4  Subject to the limitations hereinbefore expressed, this Agreement shall
      enure to the benefit of and be binding upon the Parties, and their
      respective successors and permitted assigns.

24.5  No condoning, excusing or overlooking by any Party of any default, breach
      or non-observance by any other Party at any time or times in respect of
      any covenants, provisos, or conditions of this Agreement shall operate as
      a waiver of such Party's rights under this Agreement in respect of any
      continuing or subsequent default, breach or non-observance, so as to
      defeat in any way the rights of such Party in respect of any such
      continuing or subsequent default or breach and no waiver shall be inferred
      from or implied by anything done or omitted by such Party, save only an
      express waiver in writing.

24.6  No exercise of a specific right or remedy by any Party precludes it from
      or prejudices it in exercising another right or pursuing another remedy or
      maintaining an action to which it may otherwise be entitled either at law
      or in equity.

24.7  Marginal headings as used in this Agreement are for the convenience of
      reference only and do not form a part of this Agreement and are not be
      used in the interpretation hereof.


                                       20
<PAGE>

24.8  The terms and provisions, covenants and conditions contained in this
      Agreement which by the terms hereof require their performance by the
      Parties hereto after the expiration or termination of this Agreement shall
      be and remain in force notwithstanding such expiration or other
      termination of this Agreement for any reason whatsoever.

24.9  In the event that any Article, part, section, clause, paragraph or
      subparagraph of this Agreement shall be held to be indefinite, invalid,
      illegal or otherwise voidable or unenforceable, the entire agreement shall
      not fail on account thereof, and the balance of the Agreement shall
      continue in full force and effect.

24.10 This Agreement sets forth the entire understanding between the Parties and
      no modifications hereof shall be binding unless executed in writing by the
      Parties hereto.

24.11 This Agreement constitutes the entire agreement between the Parties and
      supersedes all previous agreements and understandings between the parties
      in any way relating to the subject matter hereof.

24.12 Time shall be of the essence of this Agreement.

24.13 Whenever the singular or masculine or neuter is used throughout this
      Agreement the same shall be construed as meaning the plural or feminine or
      body corporate when the context or the parties hereto may require.

24.14 It is acknowledged by the Parties that this Agreement is written and
      executed in English and that within 30 days of execution that Licensee
      shall provide to Cabanillas a spanish translation of the Agreement. In the
      case of a dispute arising under this Agreement, the English version shall
      be the official version and govern the relationship between the Parties.

24.15 Each of Cabanillas and Licensee acknowledge that it has received
      independent legal advice regarding the execution and delivery of this
      Agreement, and if it has not received such independent legal advice, it
      acknowledges that it was entitled to receive such independent legal advice
      and has chosen not to receive advice.

23.16 Each of Cabanillas and Licensee acknowledge that services and research may
      be conducted through an affiliate service company of Licensee. The
      Licensee recognizes the importance of timely payment of the obligations of
      the affiliate service company and shall cause the service company to
      maintain an operating fund equal to but not less than $5,000 U.S.

                           [INTENTIONALLY LEFT BLANK]


                                       21
<PAGE>

                                LICENSE AGREEMENT

                                 SIGNATURE PAGE

      IN WITNESS WHEREOF the parties hereto have executed this Agreement.

/s/ Joanne Stacey                       /s/ Jose Gonzalo Cabanillas Coral
------------------------------          ----------------------------------------
Witness                                 JOSE GONZALO CABANILLAS CORAL

                                        AMMA CORPORATION


                                   Per: /s/ Brad Clarke
                                        ----------------------------------------
                                        BRAD CLARKE
                                        PRESIDENT


                                       22
<PAGE>

                                  SCHEDULE "A"

                                    PRODUCTS

FORMULAS

[Redacted by the Company - available for viewing]

                                       23
<PAGE>

                                  SCHEDULE "B"

                             SUBLICENSING PROVISIONS

A.    The sublicense shall be personal to the sublicensee and shall not be
      assignable without the prior written consent of Cabanillas. In addition,
      the sublicensee shall not transfer, mortgage, charge or otherwise dispose
      of any or all of the rights, duties or obligations granted to it under the
      sublicense.

B.    The sublicensee shall acknowledge that Cabanillas owns any and all right,
      title and interest in and to the Technology, including any and all
      Improvements, Cabanillas New Technology and Joint New Technology.

C.    The sublicensee shall, upon request by the Licensee, enter into such
      further agreements and execute any and all documents as may be required to
      ensure that ownership of the Technology, including any and all
      Improvements, Cabanillas New Technology and Joint New Technology remains
      with Cabanillas.

D.    The sublicensee shall acknowledge that Cabanillas has the right to use the
      Technology and any Improvements Technology, Cabanillas New Technology and
      Joint New Technology for research, scholarly publication, educational and
      other non-commercial use in accordance with Article 3.4 of the Agreement.

E.    The sublicensee shall agree to be bound by the same obligations as the
      Licensee is with respect to publication and confidentiality as are
      outlined in Article y13.0 of the Agreement,

F.    The sublicensee shall agree not to use the name of Cabanillas nor any
      mark, trade- mark, service mark, logo, insignia, seal, or design of
      Cabanillas without the prior written consent of Cabanillas.

G.    The sublicensee shall procure and maintain, during the term of its
      sublicense, public liability and product liability insurance in reason
      amounts, with a reputable and financially secure insurance carrier which
      shall provide primary coverage with respect to the activities contemplated
      by the sublicense agreement. Such policies of insurance shall include
      Cabanillas. The sublicensee shall not make any sales of Products without
      giving notice to Cabanillas of the terms and amounts of such insurance
      which it has placed in respect of the activities contemplated by the
      sublicense agreement. Such policies shall provide that they may not be
      cancelled or materially altered except upon the provision of at least 30
      days written notice to the Licensee and Cabanillas. The sublicensee shall
      covenant not to sell any Products before certificates of insurance
      evidencing such coverage have been provided to the Licensee.

H.    The sublicensee shall acknowledge and agree to the disclaimer of warranty
      and limitation of liability as against Cabanillas provided in Article
      y11.0 and y12.0 of the Agreement,


                                       24
<PAGE>

I.    The sublicense agreement shall include termination provisions such that
      the sublicense agreement shall terminate:

      (i)   upon termination of the head license between Cabanillas and the
            License for any reason whatsoever;

      (ii)  if any proceeding under the Bankruptcy and Insolvency Act of Canada,
            or any other statute or similar purport, is commenced by or against
            the sublicensee;

      (iii) if any execution, sequestration, or any other process of any court
            becomes enforceable against the sublicensee or if any such processes
            levied on the rights under the sublicense agreement or upon any of
            the monies due to the Licensee and is not released or satisfied by
            the sublicensee within thirty days thereafter;

      (iv)  if any resolution is passed or order made or other steps taken for
            the winding up, liquidation or other termination of the existence of
            the sublicensee;

      (v)   if the sublicensee shall permit any sum which has been admitted as
            due by it or is not disputed to be due by it and which is capable of
            being made a charge upon the license granted under the sublicense
            agreement to remain unpaid for thirty days after proceedings have
            been taken to enforce the same;

      (vi)  if the sublicensee ceases or threatens to cease to carry on its
            business;

      (vii) if the sublicensee shall be in default under or shall fail to comply
            with any other term of the sublicense agreement and:

            (a)   if such default is reasonably curable within 30 days after
                  receipt of notice of such default and such default or failure
                  to comply is not cured within 30 days after receipt of written
                  notice thereof, or

            (b)   if such default is not reasonably curable within 30 days after
                  receipt of written notice thereof, and such default or failure
                  to comply is not cured within such further reasonable period
                  of time as may be necessary for the curing of such default or
                  failure to comply;

      (viii) if the sublicensee fails to procure or maintain insurance as
            required under the sublicense agreement,

      (ix)  if the sublicensee grants a sub-sublicense of the sublicense
            agreement,

J.    The sublicensee shall cease using the Technology and Improvements in any
      manner whatsoever and shall cease to manufacture Products forthwith upon
      termination of the sublicense agreement or the Agreement, and shall
      provide to the Licensee such accounting statements as may be necessary to
      ensure that the Licensee may comply with Article y16.0 of the Agreement.
      Upon any such termination the sublicensee shall sell unsold products only
      under the direction of Cabanillas.


                                       25
<PAGE>

K.    The sublicense shall provide that upon termination of the sublicense
      agreement, the sublicensee shall make payment of any outstanding royalties
      to the Licensee to ensure that the Licensee may fulfil its obligations to
      Cabanillas.


                                       26
<PAGE>

                                  SCHEDULE "C"

              SHORT TERM EFFECTS OF A4+ ON CLINICAL AND BIOCHEMICAL

                         MARKERS IN CHRONIC HEPATITIS C


                                       27