EXHIBIT 10.2

                            MASTER LICENSE AGREEMENT

                            effective August 23, 1999
                                     between
                        University of Maryland, Baltimore
                                       And
                            Cancer Diagnostics, Inc.

                                Table of Contents


         Article 1         Background                                     p. 2
         Article 2         Definitions                                    p. 2
         Article 3         Grant of License                               p. 4
         Article 4         CDI Responsibilities                           p. 6
         Article 5         Consideration                                  p. 7
         Article 6         Data                                           p. 9
         Article 7         Patent Prosecution and Publication             p. 9
         Article 8         Confidentiality                                p. 11
         Article 9         Reports and Accounting                         p. 12
         Article 10        Infringement                                   p. 13
         Article 11        Term and Termination                           p. 14
         Article 12        Assignability                                  p. 15
         Article 13        Applicable Law; Waiver                         p. 16
         Article 14        Integration and Interpretation                 p. 16
         Article 15        Representations and Warranties                 p. 16
         Article 16        Claims, Indemnification and Insurance          p. 17
         Article 17        Consent Required for Advertising               p. 18
         Article 18        Dispute Resolution                             p. 18
         Article 19        Miscellaneous                                  p. 20
         Signatures                                                       p. 20
         Exhibit A-1                                                      p. 21
         Exhibit A-2                                                      p. 22
         Exhibit B                                                        p. 23

<PAGE>

                                LICENSE AGREEMENT

for  "Telomerase  Assay of Body Fluids for Cancer  Screening  and  Assessment of
Disease Stage and Prognosis" (and other Patents)

     This License Agreement  ("Agreement") effective August 23, 1999 ("Effective
Date") is made by and between the University of Maryland,  Baltimore  ("UM"),  a
constituent  institution of the University System of Maryland,  an agency of the
State of  Maryland,  having an address at 520 West  Lombard  Street,  Baltimore,
Maryland 21201, and Cancer Diagnostics,  Inc. ("CDI"), a corporation of Florida,
with its principal place of business at 202 Wheeler Street,  Plant City, Florida
33566.

                             ARTICLE I - BACKGROUND

     1.01 As a public  research and education  institution,  UM is interested in
licensing  Patent Rights (as defined below) to benefit the public by development
and marketing of new and useful products and methods.

     1.02  Valuable  inventions,  comprised of the Patent  Rights  identified in
Exhibit A-1, and generally known as "Telomerase  Assay of Body Fluids for Cancer
Screening and  Assessment of Disease  Stage and  Prognosis""("Inventions")  have
been made by UM Personnel (as defined below).

     1.03  Subject to certain  rights  retained  by the  federal  government  in
federally  sponsored  research,  under UM policy UM owns all right,  title,  and
interest in and to said Patent  Rights,  which has been or will be  confirmed by
the execution of an assignment from the Inventors to UM.

     1.04  CDI  desires  to  license  the  Patent  Rights  as set  forth in this
Agreement.

                             ARTICLE 2 - DEFINITIONS

     In this Agreement,  the following terms have the meanings set forth in this
Article.

     2.01  "Affiliate":  Any entity which  directly or indirectly  controls,  is
controlled by, or is under common control with CDI. "Control" means the right to
exercise more than 50% of the voting rights of a controlled corporation, limited
liability company, or partnership, or the power to direct or cause the direction
of the management or policies of any other controlled entity.

     2.02 "CDI Data":  Information  arising out of or resulting  from use of the
Patent  Rights  made by one or more  employees  of,  or owned  by,  CDI or CDI's
Affiliates,  and includes,  without  limitation,  documents,  drawings,  models,
designs, data, memoranda,  tapes, records, formulae and algorithms, in hard copy
form or in electronic form.

     2.03 "CDI  Improvement":  Any  invention  or  discovery  arising  out of or
resulting  from  use of the  Patent  Rights  which  is or may be  patentable  or
otherwise  protected  under law, made by one or more  employees of, or owned by,
CDI or CDI's Affiliates.

     2.04  "Combination  Product":  A product in a form  containing  one or more
Licensed  Products  and one or more active  component(s)  that is not a Licensed
Product.

     2.05 "Confidential Information": Information relating to the subject matter
of the  Patent  Rights  which has not been made  public  and  includes,  without
limitation, any documents, drawings, sketches, models, designs, data, memoranda,
tapes, records, formulae and algorithms, given orally, in

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hard  copy  form,  or in  electronic  form,  which  CDI  receives  from UM or UM
Personnel, or UM or UM Personnel receives from CDI.

     2.06 "CP Net  Sales":  That  part of Net Sales  attributable  to sales of a
Combination Product.

     2.07 "First  Commercial  Sale":  The initial transfer of a Licensed Product
for  compensation  by CDI,  an  Affiliate  or a  Sublicensee  to a Third  Party.
Transfer  of a Licensed  Product for  clinical  testing  occurring  prior to the
issuance of any required  regulatory approval for sale does not constitute First
Commercial Sale.

     2.08  "Inventor(s)":  Dr. Jeffrey Strovel,  Dr. Judith Stamberg,  Dr. Lynne
Abruzzo, and Dr. William E. Highsmith, Jr.

     2.09 "Joint Data":  Information arising out of or resulting from use of the
Patent  Rights  made by one or more  employees  of,  or owned  by,  CDI of CDI's
Affiliates, and by one or more UM Personnel, or owned by, UM, including, without
limitation,  documents,  drawings,  sketches,  models,  design, data, memoranda,
tapes, records, formulae and algorithms, in hard copy or electronic form.

     2.10 "Joint  Improvement":  Any  invention or  discovery  arising out of or
resulting  from  use of the  Patent  Rights  which  is or may be  patentable  or
otherwise  protected  under law, made by one or more  employees of, or owned by,
CDI or CDI's Affiliates, and made by one or more employees of, or owned by, UM.

     2.11 "Licensed Field":  The use of Patent Rights for cancer  diagnostics in
all fields.

     2.12  "Licensed  Product":  Any  product,  including  by not  limited  to a
Combination Product,  which is covered by any claims in the Patents Rights or is
made using any Tangible Research Property.

     2.13 "Net  Sales":  The gross  sales  revenues  and fees  billed by CDI, an
Affiliate or a Sublicensee,  for the sale of Licensed Products,  less the sum of
the following:

           (1) customary  trade,  quantity and cash  discounts  actually
allowed and taken;
           (2) sales of use  taxes,  excise  taxes  and  customs  duties  and
other governmental   charges   included  in  the   invoiced   amount;
           (3) outbound transportation,  shipping  and  insurance,  prepaid or
allowed,  if  separately itemized  on the  invoice  to the  customer;
           (4)  amounts  actually  allowed or credited on returns or rejections
of Licensed  Products or billing errors;  Net sales does not include any resales
of a Licensed  Product after its sale by CDI, an Affiliate or a Sublicensee to a
Third Party  purchaser.  In computing Net Sales,  (1) no  deductions  from gross
revenues and fees will be made for commissions paid to individuals, whether they
be with independent sales agencies or regularly  employed on the payroll by CDI,
its Affiliate(s) or Sublicensee(s), or for cost of collections, and (2) Licensed
Products  will be  considered  sold when billed out or  invoiced,  whichever  is
first.

     2.14  "Patent  Expenses":  All fees and charges of outside  patent  counsel
(whether or not paid by UM or reimbursed to UM) as well as all costs  (including
fees, charges,  and costs incurred before the Effective Date) in connection with
the  preparation,  filing,  prosecution,  issuance,  reissuance,  reexamination,
interference,  and  maintenance  of all  applications  for patent or  equivalent
protection for the Patent Rights, UM Improvements, and/or Joint Improvements.

     2.15 "Patent Rights":

               (a) U.S. and foreign  patent  applications  and patents listed in
Exhibit A-1;

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               (b) U.S. and foreign patents issuing from the applications listed
in Exhibit A-1, and from all divisions and continuations of these  applications;
               (c) Claims of U.S. and foreign continuation-in-part applications,
and of the resulting patents,  which are directed to subject matter specifically
described in the U.S. and foreign applications listed in Exhibit A-1;
               (d)  Claims  of  all  foreign  patent  applications,  and  of the
resulting patents,  which are directed to subject matter specifically  described
in the U.S.  patents  and patent  applications  described  in (a),  (b), or (c),
above;  and
               (e) Any reissues,  reexaminations and extensions,  or the foreign
equivalent of these, of U.S. and foreign patents  described in (a), (b), (c), or
(d) above.

     2.16  "Progeny":   An  unmodified   descendant  from  biological   material
identified  in Exhibit B such as virus from virus,  cell from cell,  or organism
from organism.

     2.17 "Research  Agreement":  The research agreement executed between UM and
CDI with an effective date of August 27, 1999.

     2.18 "Sublicensee":  A person or entity,  including an Affiliate,  to which
CDI transfers all or some of the Patent Rights.

     2.19 "Tangible Research Property":  Biological material, devices, software,
and other physical embodiments of Patent Rights listed in Exhibit B, and Progeny
and Unmodified Derivatives.

     2.20 "Third  Party":  Any entity or person other than UM, CDI, an Affiliate
or a Sublicensee.

     2.21 "UM Data":  Information,  including,  without  limitation,  documents,
drawings,  models,  designs,  data,  memoranda,  tapes,  records,  formulae  and
algorithms, in hard copy form or in electronic form, made prior to the Effective
Date  which is  directly  related  to Patent  Rights in the  Licensed  Field and
reasonably  necessary  for  the  practice  of  the  Patent  Rights  by CDI or an
Affiliate under this Agreement.

     2.22 "UM  Improvement":  An invention or discovery  directly related to the
Patent Rights in the Licensed  Field,  reasonably  necessary for the practice of
the Patent Rights by CDI or an Affiliate under this  Agreement,  which is or may
be  patentable  or  otherwise  protected  under  law,  made  by one or  more  UM
Personnel, or owned by UM.

     2.23 "UM Personnel":  Inventors employed by UM, and students, trainees, and
other persons using UM resources and subject to the UM patent policy.

     2.24 "UM Rights in  Improvements":  UM Improvements and UM's joint interest
in Joint Improvements.

     2.25 "Unmodified Derivatives": Substances created by CDI, its Affiliates or
Sublicensees  which  constitute   unmodified  functional  subunits  or  products
expressed by biological  material  identified  in Exhibit B, e.g.,  subclones of
unmodified cell lines,  purified or fractionated subsets of biological material,
proteins express by DNA/RNA supplied by UM, or monoclonal antibodies secreted by
a hybridoma cell line.

                      ARTICLE 3 - GRANT OF LICENSE; OPTION

     3.01  "Subject  to  rights  of the  United  States  under  grants to UM and
pursuant to 35 U.S.C. Section 201 et seq. and all implementing regulations,  and
subject  to  Section  3.02,  UM grants to CDI,  and CDI  accepts,  an  exclusive
worldwide  license under Patent Rights to make, have made, use,

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<PAGE>

lease,  offer to sell, sell and import the Licensed Products within the Licensed
Field for the term of this Agreement.  This license  includes the right to grant
sublicenses constituent with this Agreement.

     3.02 UM specifically  reserves the rights:

               (a) to  practice  under  the  Patent  Rights  to make and use the
Licensed Products on a royalty-free basis solely for research and education;
               (b) to provide  information  and  material  covered by the Patent
Rights to universities, colleges and other research or educational institutions,
but  only  for  research  and  educational  purposes  and  uses  and not for any
commercial  purposes  or  uses;
               (c) to disseminate  and publish the general  scientific  findings
from  research  related  to  Patent  Rights,  provided  that  CDI  has  had  the
opportunity to review copies of all drafts  relative to the use of Patent Rights
within the Licensed Field prior to submission for publications,  as set forth in
Section  7.05  below;  and
               (d) to license  the Patent  Rights for  applications  outside the
Licensed Field.

     3.03 CDI may  transfer  its  rights to an  Affiliate  consistent  with this
Agreement,  provided CDI is  responsible  for the  obligations  of its Affiliate
relevant to this Agreement,  including the payment of royalties,  whether or not
paid to CDI by its Affiliate.

     3.04 CDI may grant sublicenses consistent with this Agreement, provided CDI
is  responsible  for  the  obligations  of its  Sublicensees  relevant  to  this
Agreement as if the operations were carried out by CDI, including the payment of
royalties, whether or not paid to CDI by its Affiliate.

     3.05 CDI will  identify  its  Affiliates  and its  Sublicensees  under this
Agreement to UM by name,  address and field of  sublicense(both  as to geography
and subject  matter),  and will promptly provide to UM a copy of each sublicense
and a copy  of  each  agreement  or  document  designating  or  establishing  an
Affiliate having the right to use the Patent Rights.

     3.06 The  licenses  granted  under this  Agreement do not confer any rights
upon  CDI by  implication,  estoppel,  or  otherwise  as to any  technology  not
specifically  encompassed by Patent  Rights,  or any rights to use Patent Rights
outside the Licensed  Field.  Joint  Improvements  and UM  Improvements  are not
considered part of Patent Rights unless added to Exhibit A-1 by proper amendment
of this Agreement.

     3.07 IF CDI intends to accept from Affiliates or  Sublicensees  anything of
value in lieu of cash in  consideration  for any sublicense or other transfer of
Patent Rights, CDI must first obtain UM's written approval.

     3.08 (a) UM  Improvements  are owned by UM.  Joint  Improvements  are owned
jointly by CDI and UM. CDI  Improvements are owned by CDI, but CDI hereby grants
to Um a non-exclusive,  non-transferable,  irrevocable, and royalty-free license
to practice CDI  Improvements in any field of use for research and education but
not for commercial purposes.
          (b) Subject to rights of other parties sponsoring research at UM,
CDI has a first option to enter into a license  agreement  with UM for UM Rights
in Improvements,  within the Licensed Field, so long as (i) this Agreement is in
effect,  (ii) CDI pays Patent Expenses for UM Rights in Improvements,  and (iii)
CDI has not  notified UM that CDI  declines to exercise  its option.  During the
term of this  option,  UM Rights in  Improvements  will be  subject  to the same
patent  prosecution  terms and  conditions  applicable  to Patent  Rights  under
Article 7 of this Agreement. CDI is responsible for the filing, prosecution, and
maintenance of patent  applications for CDI Improvements unless CDI and UM Agree
otherwise  in  writing.
          (c) CDI may exercise its option to UM Rights in Improvements by giving
written notice to UM within 60 days after CDI receives written notice from UM of
a UM Improvement or Joint  Improvement in accordance with Section 3.08(e) below,
or within 60 days after CDI gives

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written notice to UM of a Joint  Improvement in accordance  with Section 3.08(e)
below.  CDI's exercise of the option initiates a negotiation period of 120 days.
If the  negotiation  period  ends and CDI and UM have  not  executed  a  license
agreement  or an  amendment  to  Exhibit  A-1  adding to Patent  Rights all or a
portion of UM Rights in  Improvements,  UM will be free to license to others all
or the portion of UM Rights in  Improvements  that were not licensed to CDI.

          (d) The terms of any license to CDI for UM Rights in Improvements will
include a  reservation  of a  nonexclusive,  non-transferable,  irrevocable  and
royalty-free license to UM to practice UM Rights in Improvements in any field of
use for research and education but not for commercial purposes.

          (e) UM will report  promptly to CDI in writing each UM  Improvement or
Joint  Improvement.  CDI  will  report  promptly  to  UM  in  writing  each  CDI
Improvement or Joint Improvement.  These reports will be in sufficient detail to
determine   inventorship.   These  reports  will  be  treated  as   Confidential
Information.  Inventorship will be determined in accordance with the patent laws
of the United States.

     3.09 (a)  Subject to rights of the  United  States  under  grants to UM and
pursuant to 35 U.S.C. Section 201 et seq. and all implementing regulations,  and
subject to the  reservations  of rights set forth in Section  3.02 as applied to
Tangible  Research  Property,  UM grants to CDI, and CDI  accepts,  an exclusive
worldwide  license to use Tangible  Research  Property to make,  have made, use,
lease,  offer to sell, sell and import the Licensed Products within the Licensed
Field for the term of this Agreement.  This license  includes the right to grant
sublicenses  consistent  with this  Agreement.
          (b) Promptly  after signing this  Agreement UM will make  available to
CDI the Tangible  Research Property listed in Exhibit B. CDI, its Affiliates and
Sublicensees may use the Tangible Research Property to develop and commercialize
Licensed  products but cannot use if for any other purpose,  including,  but not
limited to  research  related to matters  other  than  development  of  Licensed
Products.  UM retains title to all Tangible Research Property.  CDI will protect
the Tangible  Research Property at least as well as it protects its own tangible
research  property  and will take  measures  to protect  the  Tangible  Research
Property

                        ARTICLE 4 - CDI RESPONSIBILITIES

     4.01  (a) CDI  will use its best  efforts  to  bring  one or more  Licensed
Products  to market in each  country in which  Licensed  Products  are  licensed
through a businesslike  program for exploitation of the Patent Rights within the
Licensed Field. CDI's efforts must satisfy the following milestones:
          (b) CDI has  delivered to Um prior to  execution  of this  Agreement a
proposed research and development plan (the "R&D Plan") reasonably acceptable to
UM,  showing the amount of money and time  budgeted  and  planned for  technical
development of the Patent Rights. At a mutually agreed time but no later than 90
days prior to the expiration of the Research Agreement, CDI will deliver to UM a
business plan (the "Business Plan") showing the amount of money, number and kind
of  personnel,  and time  budgeted  and planned  for each phase of  development,
clinical  studies,  marketing,   manufacturing,  and  sublicensing  of  Licensed
Products.
          (c) CDI will provide  quarterly  written reports for the first 3 years
after the  Effective  Date,  and annual  written  reports  thereafter,  to UM on
progress against the R&D Plan,  including detailed technical  information on the
research and development activities related to the Licensed Products.  After the
Business  Plan is  submitted to UM, CDI will  provide to UM  semiannual  written
reports on progress against the Business Plan, including detailed information on
commercialization efforts and marketing analyses.
          (d) CDI will notify UM of any changes in the R&D Plan or Business Plan
within 30 days after the  occurrence  of, or  recognition  of the need for,  the
changes, whichever first occurs.
          (e) To the extent that the CDI's  responsibility for any aspect of the
R&D  Plan or  Business  Plan is  made  the  responsibility  of an  Affiliate  or
Sublicensee,  CDI retains its  obligations to UM as to this Article as if CDI is
solely responsible for that aspect.

     4.02 CDI  agrees  that any CDI  products  embodying  the  Patent  Rights or
produced  by CDI  through  the use of the  Patent  Rights for use or sale in the
United States will be manufactured substantially in the United States.

     4.03 The use and disclosure of technical  information  acquired pursuant to
this  Agreement and the exercise of Patent Rights  granted by this Agreement are
subject to the export,  assets, and financial control  regulations of the United
States of America,  including, but not limiting,  restrictions under regulations
of the United States that may be applicable to direct or indirect re-exportation
of such technical  information or of equipment,  products,  or services directly
produced by use of such technical information. CDI is responsible for taking any
steps necessary to comply with such regulations.

     4.04 CDI will ensure that  "Patent  Pending"  or the Patent  Rights  patent
number  of  both  appears  on all  Licensed  Products,  their  labels  or  their
packaging.


                            ARTICLE 5 - CONSIDERATION

     In consideration of the license granted to CDI:

     5.01 Subject to Sections 5.04,  5.05, and 5.06, CDI and its Affiliates will
pay to UM a running royalty on Net Sales of Licensed  Products covered by Patent
Rights as described in Exhibit A-2.  Running royalty  payments are due within 30
days after the close of each  calendar  quarter,  along with a statement  as set
forth in Section  9.02. If no running  royalty is due for any quarter,  CDI will
send a  statement  to such  effect  to UM.  With  respect  to sales of  Licensed
Products between CDI and its Affiliates or Sublicensees  for subsequent  resale,
no royalty will be due on the sales to Affiliates or  Sublicensees,  but royalty
will be calculated and paid on the resale of the Licensed Product.

     5.02  Beginning 24 months after the Effective Date of this  Agreement,  CDI
will pay UM minimum annual  royalties at the end of each 1 year period after the
Effective  date ("Royalty  Year") if the aggregate of all running  royalties due
for the Royalty Year is less than the minimum annual  royalty  amounts set forth
below:

         First and second Royalty Years:                              $0
         At the end of the third Royalty Year:                        $2,500
         At the end of the fourth Royalty Year:                       $2,750
         At the end of the fifth Royalty Year:                        $3,025
         At the end of the sixth Royalty Year:                        $3,330
         At the end of the seventh Royalty Year:                      $3,660
         At the end of the eighth and each subsequent Royalty Year:   $4,000

         CDI will pay the minimum  annual  royalties  to UM within 60 days after
the end of each Royalty Year. CDI may credit any running  royalties due and paid
for sales made in that year  against  the  minimum  annual  royalty due for that
year.

     5.03 (a) CDI and its Affiliates will pay running  royalties on a country by
country basis as provided in Section 5.01,  or as applicable  Section 5.06,  for
Net Sales in each country of Licensed  Products  covered  under Patent Rights in
that country,  until  disallowance,  expiration or invalidation of all claims in
the Patent Rights of that country that cover the Licensed  Products.
          (b)  Except as  provided  in  Section  11.01,  on a country by country
basis, if a claim of any patent comprising the Patent Rights is invalidated by a
court of competent  jurisdiction from which no appeal is taken, or from which no
further appeal can be taken, UM agrees that it will not terminate this Agreement
but will terminate on the future obligations of CDI pursuant to Article 5


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<PAGE>

with respect to Licensed  Products made under the  invalidated  claim(s) and not
covered by other claim(s) of the Patent Rights.

     5.04 For Licensed  Products sold by a Sublicensee that is not an Affiliate,
CDI will pay to UM:

          (a)  2%  running  royalty  on  Sublicensee's  Net  Sales  of  Licensed
Products;
          (b)  50% of all  licensing,  up-front,  milestone  or  other  payments
received  by CDI from the  Sublicensee  and in  consideration  of its  rights as
Sublicensee;  and
          (c) 50% of the fair market value of noncash consideration  received by
CDI under the  Sublicensee's  license  agreement.  Noncash  consideration may be
accepted by CDI only with UM's prior written approval. If a Sublicense Agreement
provides  fair  market  value  in  cash  or  non-cash   consideration   for  the
Sublicensee's  use of Patent  Rights and, in  addition,  provides  that CDI will
receive other funds for separate  consideration (e.g., payment for CDI research,
or for the  purchase  of CDI  stock at market  price),  no  royalty  is due with
respect to the Sublicensee's payment of such other funds.

     5.05 In the event that CDI or an  Affiliate or  Sublicensee  is required to
license one or more  technologies  of a Third party in order to make, have made,
use, lease,  offer to sell,  sell or import Licensed  Products or to practice of
otherwise make use of the Patent Rights, and is required to pay a royalty to one
or more Third Parties,  CDI or its Affiliate may deduct from royalties due to UM
50% of the  royalty  paid to the  Third  Party  (ies),  but in no event  may the
royalties  due to UM be  reduced by more than 50% as a result of  licenses  from
Third Parties.

     5.06 (a) Royalty upon CP Net Sales is payable by CDI and its Affiliates and
Sublicensees  as stated in this Section 5.06.
          (i) If a Combination Product is sold by CDI or its Affiliates, CDP Net
Sales will be excluded  from Net Sales for purposes of  determining  the running
royalty  payable under Section 5.01.  The royalty rate on CP Net Sales by CDI or
its Affiliates  will be determined by multiplying the royalty rate under Section
5.01 of this  Agreement:
          (ii) by the fraction  A/[A+B]  where A is the invoiced  sales price of
the Licensed Product(s) in the Combination Product if the Licensed Product(s) is
sold  separately,  and B is the total  invoiced  sales price of any other active
component(s) in the  Combination  Product,  if such active  component(s) is sold
separately;  or
          (iii) if, on a country by country  basis,  the Licensed  Product(s) in
the  Combination  Product and the other active  component(s)  in the Combination
Product are not sold separately in a country, by the fraction C/[C+D] where C is
the  CDI's  total  actual  cost  of the  Licensed  Product(s)  at the  point  of
formulation into the Combination Product and D is the CDI's actual total cost of
the  other  active  component(s)  in the  Combination  Product  at the  point of
formulation into the Combination Product.

     5.07 (a) No multiple  fees are payable  because any Licensed  Product,  its
manufacture,  use,  sale, or lease is or will be covered by more than one patent
application  or patent  licensed  under this Agreement as part of Patent Rights.
          (b) The  aggregate  reduction of royalties on Net Sales as a result of
applicability  of Sections 5.04, 5.05, and 5.06 will not exceed 50% of royalties
as calculated  with no reduction of royalties on Net Sales as permitted by these
Sections.

     5.08 (a)  Royalties  are payable  from the country in which they are earned
and are subject to foreign exchange  regulations then prevailing in the country.
Royalty  payments much be paid to UM in United States  Dollars by check(s) drawn
to the order of UM or by electronic funds transfers to an account  designated by
UM.  To the  extent  sales  may  have  been  made  by  CDI,  its  Affiliates  or
Sublicensees in a foreign  country,  those royalties will be determined first in
the currency of the country in which the royalties are earned, or in the euro if
royalties are earned in a country  using that  currency,  and then  converted to
their  equivalent  in United  States  Dollars.  The buying rates of exchange for
converting the currencies involved into the currency of the United States quoted
by the Morgan Guaranty Trust Company of New York, New York, averaged on the last
business day of each of 3 consecutive  calendar months constituting the calendar
quarter in which the royalties  were earned,  will be used to determine any such
conversion.  CDI will  bear any loss of  exchange  or value or pay any  expenses
incurred in the transfer or conversion to U.S.  dollars.
          (b)  To  the  extent  that  statues,   laws,   codes,   or  government
regulations(  including currency exchange  regulations) prevent or limit royalty
payments by CDI, its Affiliates,  or its Sublicensees  with respect to Net Sales
received  in any  country,  CDI will  render  to UM annual  reports  of sales of
Licensed  Products in such  country.  All monies due and owing UM as provided in
the annual  reports at UM's option (1) will be  deposited  promptly by CDI,  its
Affiliates  or its  Sublicensees,  as the case may be,  in a local  bank in such
country in an account to be  designated  by UM in  writing,  or (2) will be paid
promptly to UM or deposited in its account,  as directed in writing by UM in any
other  country  where  the  payment  or  deposit  is lawful  under the  currency
restrictions.

     5.09 With respect to sales of Licensed  Products by CDI to  Sublicensees or
Affiliates or sales made I other than an arm's length  transaction,  the selling
price of Licensed  Products  is deemed to be the  selling  price that would have
been  received  in an arm's  length  transaction,  based on sales of products of
similar  quantity and quality on or about the time of such  transaction,  or, in
the absence of such sales, based upon reasonable practices in CDI's industry.

     5.10  Interest is due on any  payments to Um required by an Section of this
agreement  that are more than 30 days  late.  The  interest  rate is 10%  simple
interest per annum.

     5.11 If Joint  Improvements  and/or  Um  Improvements  are  added to patent
Rights by amendment of Exhibit A01, the amendment  will specify  whether and how
the terms of Sections 5.01 to 5.06 are applied to the Patent Rights. There is no
presumption that Joint Improvements or UM Improvements will be licensed upon the
terms and conditions originally provided in those Sections.

                                ARTICLE 6 - DATA

     6.01 CDI Data is owned by CDI.  Joint Data is owned  jointly by CDI and UM.
UM Data is owned by UM.

     6.02 To the extent  permitted  by law, UM will keep CDI Data and Joint Data
confidential  in accordance  with Article 8, and CDI will keep UM Data and Joint
Data  confidential  in  accordance  with Article 8. Any  information  that would
identify human research  subjects or patients will be maintained  confidentially
by UM and CDI to the extent permitted by law.

     6.03   While   this   Agreement   is  in   effect   and  CDI  is   pursuing
commercialization efforts, CDI will have the right to use UM Data and Joint Data
in and for regulatory  filings on behalf of CDI or its  Affiliates,  and UM will
have the right to use CDI Data and Joint  Data for  research  purposes.  If this
Agreement is terminated  or if CDI abandons its  commercialization  efforts,  UM
will  have  the  exclusive  right  to use UM Data and  Joint  Data for  research
purposes,  and for regulatory filings related to Patent Rights, and to authorize
others to do so.

                 ARTICLE 7 - PATENT PROSECUTION AND PUBLICATIONS

     7.01 (a) UM is  responsible  for  filing any  patent  applications  for the
Patent Rights, UM Improvements,  and Joint  Improvements.  The scope of coverage
within  Patent  Rights,  UM  Improvements,  or  Joint  Improvements  will not be
significantly  modified by UM without prior review by CDI, but any  modification
will not require the approval of CDI,  and CDI will not control the  prosecution
of  applications  for  patents  for  Patent  Rights UM  Improvements,  and Joint
Improvements.

9
<PAGE>

          (b) CDI  may  approve  outside  patent  counsel  chosen  by UM,  which
approval must not be withheld or delayed unreasonably.

     7.02 (a) CDI will pay $7,000 to UM on the  Effective  Date to  reimburse UM
for Patent  Expenses  incurred prior to the Effective  Date. UM will invoice CDI
for Patent Expenses incurred by UM after the Effective Date with respect to U.S.
patents and patent  applications.  CDI will pay the invoice in full to UM within
30 days after the date of UM's invoice.  CDI's failure to pay an invoice on time
will result in interest charges in accordance with Section 5.10. With respect to
the filing and  prosecution of foreign patent  applications  specified by CDI in
accordance  with  Section  7.04,  CDI will  pre-pay or directly pay such foreign
Patent Expenses,  at UM's option.
          (b) If CDI does not  license UM  Improvements  or UM's rights in Joint
Improvements,  CDI will have no obligation to pay Patent Expenses related to the
UM  Improvements  or Joint  Improvement  incurred  by UM for  patent  filing and
prosecution  activities  occurring  more  than 60 days  after  CDI's  option  is
terminated  or expires as provided in Section 3.08. UM will act in good faith to
minimize the Patent Expenses  incurred  between receipt of notice and the end of
the 60 day period.
          (c) If  this  Agreement  is  terminated  for  any  reason  other  than
expiration in accordance with Section 11.01,  CDI will have no obligation to pay
Patent Expenses  related to Patent Rights or UM Rights in Improvements  incurred
by UM for patent filing and prosecution  activities  occurring more than 60 days
after  termination.  UM will act in good faith to minimize  the Patent  Expenses
incurred  between  receipt  of notice of  termination  and the end of the 60 day
period.

     7.03 CDI and UM will cooperate to limit the Patent  Expenses while ensuring
that the Patent Rights cover all items of commercial interest and importance. UM
is solely  responsible for making decisions  regarding scope and content of U.S.
and foreign  applications to be filed under Patent Rights and prosecution of the
applications.  UM will give CDI  reasonable  opportunity  to advise UM. CDI will
cooperate  with UM in the  prosecution,  filing,  and  maintenance of any patent
applications.  UM will advise CDI promptly as to all material  developments with
respect  to the  applications.  Copies  of all  papers  received  and  filed  in
connection with prosecution of applications will be provided promptly to CDI and
enable it to advise UM thereon, but only as to those countries designated by CDI
pursuant to Section 7.04.

     7.04 (a) UM has filed or will file patent  applications  for Inventions and
UM Rights in  Improvements in Japan,  Canada,  and the European  Community,  and
additional  countries specified by CDI in accordance with this section. CDI will
specify  in writing  to UM the  additional  foreign  countries  in which  patent
applications are to be filed and prosecuted. UM will cause foreign filings to be
made by UM's patent counsel,  subject to CDI's payment of Patent Expenses as set
forth in Section 7.02. Upon not less than 60 days notice to UM, CDI may elect to
discontinue  support for Patent  Expenses  in any country  other than the United
State,  Japan,  Canada and the European  Community.  CDI will be responsible for
reasonable  Patent  Expenses  incurred in that 60 day period with respect to the
country or countries where CDI is ceasing  support.  From and after UM's receipt
of CDI's notice,  CDI's rights in Patent Rights and UM's Rights in  Improvements
will  terminate  with respect to the country or  countries  where CDI is ceasing
support,  and CDI will execute such  documents as reasonably may be requested by
UM to confirm termination of CDI's rights.
          (b) UM may elect to file and prosecute patent applications,  solely at
its own  expense,  in foreign  countries  not  listed in Section  7.04(a) or not
specified by CDI. If UM so elects, CDI will have no right to approve UM's patent
counsel,  no license tights with respect to patent Rights,  and no option rights
with respect to UM Rights in Improvements in those countries.

     7.05 In order to safeguard Patent Rights and UM Rights in Improvements,  UM
will not disseminate or publish any results or otherwise  publicly  disclose the
results of research performed by Inventor(s)  relating to the Patent Rights with
the Licensed  Field and subject to the license(s) or option granted to CDI under
this Agreement unless any materials containing those results are first

                                       10
<PAGE>

submitted to CDI for review,  comment,  and consideration of appropriate  patent
action. UM will submit such materials relating to a planned written  publication
or other public  disclosure to CDI for review at least 30 days prior to the date
of the planned submission for written publication.  CDI will advise UM within 30
days after receipt of the materials whether patent  applications should be filed
in  connection  with  obtaining  or  maintaining  Patent  Rights  related to the
materials  submitted by UM. Written  publication or public disclosure by UM will
be deferred up to a maximum of 90 days after the date CDI received the materials
to enable UM to file, at CDI's expense,  any patent applications  recommended by
CDI.

                           ARTICLE 8 - CONFIDENTIALITY

     8.01 (a) It may be  necessary  for either  party to  disclose  to the other
certain  Confidential  Information.  Disclosures  by UM are  deemed  to refer to
disclosures  by any UM  Personnel.  Disclosures  by CDI are  deemed  to refer to
disclosures  by CDI  officers,  directors,  employees  or  agents.  Confidential
Information may be disclosed only in accordance  with the following  provisions:
          (b)  Except as  hereafter  specifically  authorized  in writing by the
disclosing  party,  the receiving  party will not, for a period of 5 years after
the  date  of  receipt  of  Confidential   Information,   disclose  or  use  the
Confidential Information.
          (c)(1) These obligations of non-disclosure  and nonuse do not apply to
any  Confidential  Information  with the  receiving  party  can  demonstrate  by
reliable written evidence:
               (i)  was  generally  available  to  the  public  at the  time  of
                    disclosure to the receiving party; or
               (ii) was already in the possession of the receiving  party at the
                    time  of  the   disclosure,   other  than   pursuant   to  a
                    confidential  disclosure  agreement  between the parties and
                    not due to any unauthorized act by the receiving party; or
               (iii)was   developed  by  the   receiving   party  prior  to  the
                    disclosure; or
               (iv) the receiving party is required by law to disclose.
          (c)(2)  These  obligations  of  non-disclosure  and  nonuse  will  not
continue to apply to any Confidential  Information which the receiving party can
demonstrate by reliable written evidence:
               (i)  has become  generally  available  to the  public  other than
                    through a breach of this  Agreement by the  receiving  party
                    after disclosure;
               (ii) has   been   acquired   by   the   receiving   party   on  a
                    nonconfidential  basis from any third party  having a lawful
                    right to disclose it to the receiving party; or
               (iii)corresponds to information  developed by the receiving party
                    independent  of and with no  reliance  upon  the  disclosing
                    party's Confidential Information.
          (d)  Each  party  will use that  level of care to  prevent  the use or
disclosure  of the other  party's  Confidential  Information  as it exercised in
protecting it own Confidential Information.
          (e)  All   Confidential   Information   will  be  clearly   marked  as
confidential  by the  disclosing  party and, if not in written or tangible  form
when  disclosed,  will be  indicated as  confidential  upon  disclosure  and the
summarized  in  writing  and so marked  as  confidential  within  30 days  after
disclosure to the receiving party.
          (f)  Notwithstanding  the  foregoing,   CDI,  it  Affiliates  and  its
Sublicensees are permitted to disclose and use the Confidential  Information tot
he  extent  reasonably  necessary  to  exercise  CDI's  license  to  sublicenses
hereunder,  provided  that any  disclosure  is made  subject to  confidentiality
restrictions consistent with those accepted by CDI in this Agreement.
          (g) UM is an educational  institution with standards and practices for
protection of  Confidential  Information  which differ from CDI's  standards and
practices.  By this Agreement UM undertakes to use reasonable efforts to protect
the confidentiality of CDI's Confidential Information. CDI agrees that, provided
such efforts are made, it will not seek to hold UM or UM Personnel liable in the
event of disclosure of CDI's Confidential Information.

                                       11
<PAGE>

          (h) The  records of UM are  subject to the  Maryland  Access to Public
Records Act. CDI asserts that any Confidential Information of CDI provided to UM
under this Agreement is confidential, proprietary, and trade secret information,
not subject to  disclosure  under  Maryland's  Access to Public  Records Lay. UM
agrees to assert this position in response to any request for public information
applicable to CDI's  Confidential  Information,  and to promptly notify CDI upon
receipt of requests for this information.  The Maryland Access to Public Records
Act is at Title 10, Subtitle 6, Part III, State  Government  Article,  Annotated
Code of Maryland.
          (i) Upon termination of this Agreement for any reason other than those
set forth in Section 11.01 or a material breach by UM, CDI will return to UM all
material provided to CDI which is Confidential  Information of UM, together with
all copies and other forms of  reproduction,  except that a single  archive copy
may be kept in CDI's legal  files.  Each party agrees that  termination  of this
Agreement does not alter the 5 year obligation of  confidentiality  set forth in
Section 8.01(b).
          (j) This Agreement is a public record of UM. Reports to UM as provided
in Article 9 are public records of UM.

                       ARTICLE 9 - REPORTS AND ACCOUNTING

     9.01  During  the  term  of  this  Agreement  and  for 5  years  after  its
termination,  CDI will keep, and require each Affiliate and Sublicensee to keep,
complete,  true, and accurate records containing all the particulars that may be
necessary to enable royalties  payable to UM to be determined,  and permit these
records  to be  inspected  at any  time  during  regular  business  hours,  upon
reasonable  notice,  by an independent  auditor appointed by UM for this purpose
and  acceptable to CDI who will report to UM only the amount of royalty  payable
under this  Agreement.  This audit will be at UM's expense unless the audit show
an  underpayment in amounts due to UM in relation to amounts paid to UM by 5% or
more for any  quarter (as defined in Section  9.02)  subject to audit,  in which
case the audit expense will be borne by CDI.

     9.02 Within 30 days after each quarter ending March 31, June 30,  September
30 and  December  31,CDI will deliver to UM a true and  accurate  report  giving
particulars   of  the  business   conducted  by  CDI,  its  Affiliates  and  its
Sublicensees,  if any,  in the  preceding  quarter  that  are  pertinent  to any
accounting  for royalty or other payments  under this  Agreement.  These reports
will be certified as correct by an authorized officer of CDI and will include at
lease the following information for the quarter.
          (a)  number of Licensed  Products  manufactured and sold by CDI and by
               each Affiliate and each Sublicensee;
          (b)  total  billings  for  Licensed  Products  sold by CDI and by each
               Affiliate and by each Sublicensee;
          (c)  accounting for all License Products used or sold;
          (d)  deductions as provided in Section 2.13; and
          (e)  names and addressed of all Affiliates and Sublicensees of CDI.

     9.03 With each report  submitted in accordance  with Section 9.02, CDI must
pay to UM the  royalties  due and payable  under this  Agreement for the royalty
period covered by the report. If no royalties are due, CDI will so report.

     9.04 UM is a unit of the government of the State of Maryland. Where CDI, an
Affiliate  or a  Sublicensee  is required to report and  withhold  for  taxation
revenues  paid to UM as licensor,  CDI, the  Affiliate or the  Sublicensee  will
assert that UM is exempt from the tax by virtue of its governmental  status.  If
the CDI, Affiliate,  or Sublicensee  nevertheless is required to withholder tax,
any tax required to be withheld will be paid  promptly by CDI or its  Affiliates
and its  Sublicensees  for and on behalf of UM to the  appropriate  governmental
authority,  and CDI will  furnish UM with  proof of payment of the tax  together
with official or other appropriate evidence issued by the competent governmental
authority sufficient to enable UM to support a clam for tax credit or


                                       12

<PAGE>
refund with respect to any sum so  withheld.  Any tax required to be withheld on
payments by CDI to UM will be an expense of and be borne solely by UM, and CDI's
royalty  payment(s) to UM following the withholding of the tax will be decreased
by the amount of such tax  withholding.  CDI will cooperate with UM in the event
UM elects to seek, at its own expense,  administrative or judicial determination
of tax exemption.

     9.05 During the  implementation of the R&D Plan and Business Plan described
in Section 4.01, CDI will furnish copies of all  correspondence  to and from any
pertinent  U.S.  regulatory  agency and any  foreign  equivalent  promptly  upon
receipt thereof.

     9.06 CDI will report to UM the date of the First  Commercial Sale within 30
days after occurrence.

                            ARTICLE 10 - INFRINGEMENT

     10.01 UM and CDI agree to notify each other  promptly of each  infringement
or possible  infringement  of the Patent  Rights of which either  party  becomes
aware.

     10.02 CDI may (a) bring suit in its own name,  at its own  expense,  and on
its own behalf for  infringement of presumably valid claims in the Patent Rights
licensed to CDI; (b) in any such suit,  enjoin  infringement and collect for its
use  damages,  profits,  and  awards of  whatever  nature  recoverable  for such
infringement;  and (c) settle any claim or suit for  infringement  of the Patent
Rights.  CDI may not compel UM to  initiate  or join in any such suit for patent
infringement.  CDI may  request  UM to  initiate  or join  in any  such  suit if
necessary  to avoid  dismissal  of the  suit.  If UM is made a party to any such
suit, CDI will reimburse and indemnify UM for any costs, expenses, or fees which
UM incurs as a result  of UM's  joinder.  In all  cases,  CDI  agrees to keep UM
reasonably apprised of the status and progress of any litigation.

     10.03  If  a   declaratory   judgment   action   alleging   invalidity   or
non-infringement of any of the Patent Rights is brought against CDI or raised by
way of  counterclaim or affirmative  defense in an infringement  suit brought by
CDI under Section 10.02, CDI may (a) defend the suit in its own name, at its own
expense, and on its own behalf for presumably valid claims in the Patent Rights;
(b) in any such suit,  ultimately  enjoin  infringement and collect for its use,
damages,   profits,   and  awards  of  whatever  nature   recoverable  for  such
infringement;  and (c)  settle  any  claim  or  suit  for  declaratory  judgment
involving  the Patent  Rights.  CDI may not compel UM to initiate or join in any
such suit for patent infringement. CDI may request UM to initiate or join in any
such suit if necessary to avoid  dismissal of the suit. If UM is made a party to
any such suit, CDI will reimburse and indemnify UM for any costs,  expenses,  or
fees which UM incurs as a result of UM's  joinder.  In all cases,  CDI agrees to
keep UM reasonably apprised of the status and progress of any litigation.

     10.04 CDI will not settle any action  described  in Section  10.02 or 10.03
without first obtaining the consent of UM, which consent will not be withheld or
delayed unreasonably.  In any action under Sections 10.02 or 10.03, the expenses
of CDI and UM, including costs, fees,  attorney fees, and disbursement,  will be
paid by CDI.  Up to 50% of such  expenses  may be  credited  against the running
royalties  payable to UM under  Article 5 under the Patent Rights in the country
in which  such suit is  filed.  If 50% of such  expenses  exceed  the  amount of
running royalties payable by CDI in any royalty year, the expenses in excess may
be carried over as a credit on the same basis in succeeding  royalty years.  Any
recovery  of  compensatory  damages  made  by CDI,  through  court  judgment  or
settlement, will be treated as Net Sales and royalties will be paid by CDI to UM
in  accordance  with Article 5. Any other  recovery  made by CDI,  through court
judgment  or  settlement,  first  will be applied to  reimburse  UM for  running
royalties withheld as a credit against litigation expenses and then to reimburse
CDI for its litigation expense.  Any remaining recoveries will be shared equally
by CDI and UM.

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<PAGE>

     10.05 UM will cooperate  fully with CDI in connection with any action under
Sections  10.02 or 10.03.  UM agrees to provide  prompt  access to all necessary
documents and to render reasonable assistance in response to requests by CDI.

     10.06 UM has a continuing  right to  intervene  in a suit  initiated by CDI
under  Section 10.02 or in a declaratory  judgment  action  involving the Patent
Rights brought against CDI under Section 10.03. In either case, if UM chooses to
intervene,  UM will be  responsible  for its  litigation  expenses  and  will be
entitled  to all  recoveries  which it  obtains  for  itself  as a result of its
intervention.

     10.07 If CDI  desires  to  initiate a suit for  patent  infringement  under
Section  10.02,  CDI will  notify UM in writing  within 90 days after  giving or
receiving notice of infringement  under Section 10.01. If CDI fails to notify UM
of its intent to initiate  suit  within the 90 day period or if CDI  notifies UM
that it does not  intend  to  initiate  suit,  UM may  initiate  suit at its own
expense. In such case, UM is entitled to all recoveries from such action.

     10.08  If  a   declaratory   judgment   action   alleging   invalidity   or
non-infringement of any of the Patent Rights is brought against CDI or raised by
way of  counterclaim or affirmative  defense in an infringement  suit brought by
CDI as  described  in Section  10.02,  CDI will notify UM whether CDI intends to
respond in opposition to such legal action within 10 days after CDI's receipt of
notice of the filing of such action.  If CDI fails to notify UM of its intent to
respond in opposition  to such legal action within the 10 day period,  or if CDI
notifies UM that it does not intend to oppose the action,  UM may respond to the
legal action at UM's  expense.  In such case,  UM is entitled to all  recoveries
from such action.

     10.09  CDI will  cooperate  fully  with UM in  connection  with any  action
described in Sections 10.07 or 10.08. CDI agrees to provide prompt access to all
necessary documents and to render reasonable  assistance in response to requests
by UM.

                        ARTICLE 11 - TERM AND TERMINATION

     11.01 Unless sooner  terminated in  accordance  with any of the  succeeding
provisions  of this Article 11, this  Agreement  will continue in full force and
effect until the  disallowance,  expiration,  or invalidation of the last patent
right anywhere which is licensed under this Agreement.

     11.02  Should  CDI  fail  to pay UM any  sum due  and  payable  under  this
Agreement, UM may terminate this Agreement on 30 days written notice, unless CDI
pays UM within the 30 day period all delinquent  sums together with interest due
and unpaid.  Upon expiration of the 30 day period,  if CDI has not paid all sums
and interest due and payable, the rights, privileges, and licenses granted under
this Agreement terminate.

     11.03 Prior to the First  Commercial Sale of a Licensed  Product to a Third
Party,  CDI is  considered  diligent  with regard to  development  of a Licensed
Product as long so as CDI updates and reports  progress against the R&D Plan and
Business Plan described in Section 4.01 and as long as CDI: continues to provide
the  necessary  financial  and other  resources  which are  required to maintain
progress in accomplishing the R&D Plan, as it relates to Licensed Products; and,
conducts  or enables  others to conduct  the  activities  required  to  maintain
scheduled progress in accomplishing the Business Plan, as it relates to Licensed
Products.

     11.04 If UM declares CDI not diligent in  development  or sales of Licensed
Product  based  upon the  criteria  set  forth  in  Section  11.03,  then UM may
terminate  this  Agreement  upon 30 days written  notice.  The  withholding by a
regulatory  agency of marketing  approval in spite of CDI's  diligent  effort to
obtain such approval may not be the basis for UM to declare CDI not diligent.

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<PAGE>

     11.05  Except as set forth in Sections  11.02 and 11.04,  in the event that
any  provision  of this  Agreement  is breached  by CDI,  any  Affiliate  or any
Sublicense,  UM  may  terminate  this  Agreement  and  any  sublicenses  granted
hereunder  upon  90 days  written  notice  to CDI.  However,  if the  breach  is
corrected within the 90 day period and UM is reimbursed for all damages directly
resulting from the breach,  this Agreement and any sublicenses  will continue in
full force and effect and UM will so notify CDI in writing.

     11.06 If CDI fails to pay UM any sum due and  payable  under  the  Research
Agreement (as defined in Section 2.17),  UM may terminate this Agreement upon 10
days  written  notice to CDI,  unless CDI pays all  delinquent  sums  (including
interest) to UM within the 10 day period.  If CDI  otherwise  breaches the terms
and  conditions of the Research  Agreement,  UM may terminate this Agreement and
any sublicenses  granted  hereunder upon 60 days written notice to CDI. However,
if CDI corrects the breach within the 60 day period and UM is reimbursed for all
damages directly  resulting from the breach,  this Agreement and any sublicenses
will continue in full force and effect and UM will so notify CDI in writing.  If
CDI terminates the Research  Agreement  early for any reason other than a breach
by UM, UM may terminate this  Agreement and any  sublicenses  granted  hereunder
upon 60 days written notice to CDI.

     11.07 CDI may  terminate  this  Agreement  at any time by giving UM 90 days
written notice of termination,  and upon payment to UM of all payments  maturing
through the effective date of the termination.

     11.08  Termination  does not relieve  either  party of any  obligation  for
payment and reporting  which arises  before  termination  including  obligations
under Articles 5 and 9. Article 8 and Section 9.01 will survive  termination and
terminate in accordance with their terms. Articles 5, 10, 15, 16, 17, and 18 and
Sections 11.09, 11.10, 11.11, 11.12, 11.13, and 19.02 will survive  termination.
Other sections of this Agreement will be effective after  termination where that
intent is clear from the content of those sections.

     11.09 Upon  termination of this Agreement for any reason,  any  Sublicensee
not in default may seek a license from UM.

     11.10 Upon and effective as of the date of termination  of this  Agreement,
CDI, upon UM's request, will transfer to UM a non-exclusive,  non-transferrable,
irrevocable and  royalty-free  license with the right to sublicense  others with
respect to CDI's interest in CDI Improvements and Joint Improvements to practice
the CDI Improvements and Joint Improvements in any field of use for research and
education but not for commercial purposes.

     11.11  Upon  and  effective  as of the  date  of the  termination  of  this
Agreement for any reason,  CDI, upon UM's request,  will grant to UM any and all
rights to trademarks and tradenames associated only with Licensed Products.  Any
written  document(s)  necessary to accomplish a transfer of these rights will be
executed by CDI and  delivered to UM within 30 days after CDI's  receipt of UM's
request.

     11.12 Upon  termination of this Agreement for any reason,  at UM's request,
CDI will provide UM with a copy of CDI Data and Joint Data.

     11.13 Upon the  termination of all or part of the Patent Rights and at UM's
request,  CDI will  execute  a  document  acknowledging  the  rights  that  have
terminated.

                           ARTICLE 12 - ASSIGNABILITY

     12.01 CDI may assign this  Agreement  to an  Affiliate or to a successor to
all or  substantially  all of CDI's  assets or business to which this  Agreement
relates.  CDI may not otherwise  assign or

                                       15
<PAGE>

transfer this Agreement  without the prior written consent of UM, which will not
be unreasonably withheld.

     12.02 UM may assign this  Agreement to a  successor-in-interest  but UM may
not  otherwise  assign or transfer  this  Agreement  without  the prior  written
consent of CDI, which will not be unreasonably withheld.

                       ARTICLE 13 - APPLICABLE LAW; WAIVER

     13.01 This  Agreement is made and construed in accordance  with the laws of
the State of Maryland  without  regard to choice of law issues,  except that all
questions  concerning the  construction or effects of patents will be decided in
accordance with the laws of the country in which the particular patent concerned
has been granted.

     13.02 CDI submits  itself to the  jurisdiction  of the State  courts of the
State of Maryland and Federal  courts  within the State of Maryland for purposes
of any suit  relating  to this  Agreement,  and  further  agrees that any action
against UM relating to this  Agreement  will be initiated by CDI only in a court
of competent jurisdiction in Baltimore City or Baltimore County, Maryland.

     13.03 UM and CDI waiver their rights to trial by jury as to any  litigation
relating to this Agreement.

                   ARTICLE 14 - INTEGRATION AND INTERPRETATION

     14.01 This Agreement,  together with any Exhibits,  specifically referenced
and attached, embodies the entire understanding between CDI and UM. There are no
contracts,  understandings,  conditions, warranties or representations,  oral or
written,  express or implied,  with reference to the subject matter hereof which
are not merged herein.

     14.02 This Agreement is negotiated as an arm's-length business transaction.
Draftsmanship will not be taken into account in construing the Agreement.

     14.03 If any  condition or  provision  in any Article of this  Agreement is
held to be  invalid  or  illegal  or  contrary  to  public  policy by a court of
competent  jurisdiction  from which there is no appeal,  this  Agreement will be
construed as though the  provision or condition  did not appear.  The  remaining
provisions of this Agreement will continue in full force and effect.

                   ARTICLE 15 - REPRESENTATIONS AND WARRANTIES

     15.01 UM  hereby  represents  that to the  knowledge  of the  executing  UM
officer,  as of the  date of  execution  by the  officer,  (a) as  confirmed  by
assignments from UM Personnel who are known to be Inventors,  UM has full right,
title and  interest  in and to the  Patent  Rights  identified  in  Exhibit  A-1
(subject to any rights of the United  States  under grants to UM and pursuant to
35 U.S.C. Section 201 et seq. and all implementing regulations);  (b) the Patent
Rights  identified  in Exhibit A-1 are not the subject  matter of any  currently
pending  litigation  involving  UM, and UM has not been  informed of any related
litigation  contemplated  either by UM or any Third Party; and (c) UM is unaware
that any person disputes inventorship or ownership of Patent Rights as described
in this  Agreement.  UM warrants that the officer of UM executing this Agreement
is  authorized  to do so on  behalf  of UM.  UM  EXPRESSLY  DISCLAIMS  ALL OTHER
WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING  WITHOUT  LIMITATION  WARRANTIES  OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND PATENT
VALIDITY, WITH RESPECT TO PATENT RIGHTS AND TANGIBLE RESEARCH PROPERTY.

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     15.02 CDI hereby represents and warrants to UM that: (a) CDI has full legal
right, power and authority to execute, deliver and perform its obligations under
this  Agreement;  (b) the  execution,  delivery and  performance  by CDI of this
Agreement  do not  contravene  or  constitute a default  under any  provision or
applicable law or of any agreement,  judgment,  injunction,  order,  decree,  or
other instrument binding upon CDI.

               ARTICLE 16 - CLAIMS, INDEMNIFICATION AND INSURANCE

     16.01 UM and its officers and  employees  acting  within the scope of their
employment by UM are subject to the Maryland Tort Claims Act ("the Act"),  Title
12,  Subtitle 1, State  Government  Article,  Annotated Code of Maryland,  which
permits   claims  in  tort   against  the  State  of  Maryland   under   certain
circumstances. In order to file a claim under the Act, CDI must submit a written
claim to the  Treasurer  of the State of  Maryland  or a designee of that office
within one year after the injury to the person or property  that is the basis of
the claim.

     16.02 CDI warrants and represents that it maintains comprehensive liability
and property damage insurance coverage for itself,  its officers,  employees and
agents, in the following minimum amounts per policy period:

          (a)  Comprehensive   liability  (bodily  injury  and  loss  of  life):
               $1,000,000 per claim; $2,000,000 aggregate;
          (b)  Property damage: $50,000 per claim; $2,000,000 aggregate.

CDI  warrants  that  its  liability  insurance  covers   contractually   assumed
liabilities  referred to in Section  16.03,  and agree to maintain such coverage
throughout  the  term of  this  Agreement.  A  certificate  evidencing  required
insurance  coverage  will be  delivered  to UM at or  before  execution  of this
Agreement.  CDI also warrants that its comprehensive  liability  insurance is an
occurrence  policy, or if it is a claims made policy, CDI will purchase extended
reporting insurance.

CDI  warrants  that it will  put in place a  product  liability  policy,  having
liability  limits of at least  $1,000,000  per claim and  $2,000,000  aggregate,
prior to the introduction of commercial product in the marketplace.

     16.03 CDI will defend,  indemnify,  and hold  harmless UM Personnel and UM,
the  University  System of Maryland,  the State of Maryland,  and their regents,
officers,  employees,  students,  and agents (each individually a "UM Party" and
all,   collectively  "UM  Parties")  against  any  and  all  claims,   costs  or
liabilities,  including  attorney's  fees and court costs at trial and appellate
levels,  for any loss,  damage,  personal injury, or loss of life, (a) caused by
the actions of CDI, its Affiliates or Sublicensees, or their officers, servants,
or agents, or Third Parties acting on behalf of or under authorization from CDI,
its Affiliates or Sublicensees in the performance of this Agreement; (b) arising
out of use by CDI, its Affiliates or Sublicensees  or their officers,  servants,
or agents, or by any Third Party acting on behalf of or under authorization from
CDI,  its  Affiliates  or  Sublicensees,  of  products or  processes  (including
licensed Patent Rights)  pursuant to this Agreement;  or (c) arising out of use,
by UM or its  employees  or  students,  of  products,  processes,  or  protocols
developed by CDI, its Affiliates or Sublicensees or their officers, servants, or
agents, or by Third Parties acting on behalf of or under authorization from CDI,
its affiliates or  Sublicensees.  CDI's agreement to defend,  indemnify and hold
harmless the UM Parties is  conditioned  upon (a) UM promptly  notifying  CDI in
writing  after UM  receives  notice  of any  claim,  and (b) UM and any UM Party
seeking  indemnification  fully  cooperating with CDI in the defense of any such
claim.  CDI's  agreement to defend,  indemnify and hold harmless a UM Party will
not apply to any claim, cost, or liability  attributable solely to the negligent
act or willful misconduct of that UM Party.

     16.04 UM and CDI  further  agree  that  nothing in this  Agreement  will be
interpreted as: (a) a denial to either party of any remedy or defense  available
to it under the laws of the State of  Maryland;  (b) the consent of the State of
Maryland  or its agents and  agencies to be sued;  or (c) a

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waiver of sovereign immunity or any other governmental  immunity of the State of
Maryland and UM beyond the extent of any waiver provided by law.

                  ARTICLE 17 - CONSENT REQUIRED FOR ADVERTISING

     17.01  Neither party will use the name of the other or any of its employees
or personnel,  or any adaptation  thereof, in any advertising,  promotional,  or
sales  literature  without prior written consent  obtained from the other party.
Either party may publicize the fact that the parties have made this Agreement.

                         ARTICLE 18 - DISPUTE RESOLUTION

     18.01 If a dispute  between the parties  related to this Agreement  arises,
either party, by notice to the other party, may have the dispute referred to the
parties'  respective  officers  designated  below,  or  their  successors,   for
attempted  resolution by good faith negotiations within 30 days after the notice
is received. The designated officers are as follows:

For CDI: President
For UM:  Vice President, Academic Affairs

     In the event the  designated  officers  are not able to resolve the dispute
within this 30-day  period,  or any agreed  extension,  they will confer in good
faith with respect to the possibility of resolving the matter through  mediation
with a mutually acceptable Third Party or a national mediation organization. The
parties agree that they will participate in any mediation sessions in good faith
in an effort to resolve the dispute in an informal and inexpensive  manner.  All
expenses of the mediator will be shared  equally by the parties.  Any applicable
statute  of  limitations  will be tolled  during  the  pendency  of the  dispute
resolution process initiated under this Agreement.  Evidence of anything said or
any  admission  made in the course of any  mediation  will not be  admissible in
evidence in any civil  action  between the parties.  In  addition,  no documents
prepared for the purpose of, or in the course of, or pursuant to, the mediation,
or copy thereof,  will be admissible in evidence in any civil action between the
parties.  However,  the  admissibility  of  evidence  will not be limited if all
parties who participated in the mediation consent to disclosure of the evidence.

                           ARTICLE 19 - MISCELLANEOUS

     19.01 No  license  or right is granted by  implication  or  otherwise  with
respect  to any  patent  application  or patent  owned by either  party,  unless
specifically set forth in this Agreement.

     19.02 CDI will not knowingly employ or compensate,  directly or indirectly,
any person  working in the  Licensed  Field,  or  involved in  negotiating  this
Agreement  on behalf of UM,  while the person is  employed  by UM or for 2 years
thereafter,  unless  UM  provides  CDI  with  prior  written  consent  of the UM
President to the employment or compensation by CDI.  "Compensation" includes but
is not  limited  to:  stock  option  or stock  purchase  agreements,  consulting
agreements,  any other form of agreement executed between a UM employee and CDI,
and cash payments.  "Employment"  includes both  uncompensated  and  compensated
service to CDI.  The Maryland  Public  Ethics Law,  Title 15,  State  Government
Article, Annotated Code of Maryland, may apply to a decision by the UM President
in regard to such matter.

     19.03  CDI will  provide  written  notice  to UM prior to the  filing  of a
petition in bankruptcy if CDI intends to file a voluntary petition, or, if known
by CDI through  statements or letters from a creditor or  otherwise,  if a Third
Party intends to file an involuntary  petition in bankruptcy against CDI. Notice
will be given 90 days  before  the  planned  filing  or,  if such  notice is not
feasible,  as soon as CDI is aware  of the  planned  filing.  CDI's  failure  to
perform  this  obligation  is deemed  to be a  material  pre-petition  incurable
default and breach under this Agreement.

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<PAGE>

     19.04 CDI,  at CDI's  expense and with the consent of UM, will offer to use
UM or the  University  of  Maryland  Medical  System as a beta test site for any
clinical  trials  undertaken  in the  Licensed  Field  during  the  term of this
Agreement, subject to agreement on terms and conditions, including compensation,
negotiated in good faith.

     19.05 Neither party is liable for failure or delay in performing any of its
obligations under this Agreement if the failure or delay is required in order to
comply with any  governmental  regulation,  request or order, or necessitated by
other  circumstances  beyond the  reasonable  control of the party so failing or
delaying,   including  but  not  limited  to  acts  of  God,  war  (declared  or
undeclared),  insurrection,  fire, flood, accident, labor strikes, work stoppage
or slowdown (whether or not such labor event is within the reasonable control of
the parties), or inability to obtain raw materials, supplies, power or equipment
necessary  to enable a part to perform its  obligations.  Each party  will:  (a)
promptly  notify the other  party in writing of an event of force  majeure,  the
expected duration of the event and its anticipated  effect on the ability of the
party to perform its obligations;  and (b) make reasonable efforts to remedy the
event of force majeure.

     19.06 All  notices,  consent and other  communications  required or allowed
under this Agreement must be in writing and are effective upon receipt: (a) when
delivered by hand; or (b) when  received by the addressee  after being mailed by
registered  or  certified  mail (air mail if mailed  overseas),  return  receipt
requested;  or (c) when received by the addressee,  by delivery  service (return
receipt requested),  in each case addressed to the part at its address set forth
below (or to another  address that a party may later  designate by notice to the
other party);

If to UM:         Executive Director
                  Office of Research and Development
                  University of Maryland, Baltimore
                  515 West Lombard Street, Suite 500
                  Baltimore, Maryland 21201-1602

Copy  to:         University Counsel
                  University of Maryland, Baltimore
                  520 West Lombard Street, Second Floor
                  Baltimore, Maryland 21201-1627

If to CDI:        President
                  Cancer Diagnostics, Inc.
                  202 South Wheeler Street
                  Plant City, Florida 33566

     19.07 This Agreement,  including Exhibits,  may not be amended, nor may any
rights or remedy of either party be waived, unless the amendment or waiver is in
writing and signed by a duly authorized representative of each party.

     19.08 A  failure  or delay by a party in  exercising  any of its  rights or
remedies  under this  Agreement  does not  constitute  a waiver of the rights or
remedies,  nor does any  single  or  partial  exercise  of any  right or  remedy
preclude  any other or further  exercise  thereof of the  exercise  of any other
right or  remedy.  The rights  and  remedies  of the  parties  provided  in this
Agreement are cumulative and not exclusive of any rights or remedies provided by
law.

     19.09 UM and CDI are not (and nothing in this Agreement may be construed to
constitute  them as)  partners,  joint  venturers,  agents,  representatives  or
employees  of the other,  nor is there any status or  relationship  between them
other than that of independent contractors. Neither party has any responsibility
for the actions of the other party except as specifically provided in this

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Agreement.  Neither  party has any right or  authority  to bind or obligate  the
other  party in any manner or make any  representation  or warranty on behalf of
the other party.

     19.10  Unless  otherwise  provided,  all costs  and  expenses  incurred  in
connection  with this  Agreement will be paid by the party which incurs the cost
or expense, and the other party has no liability for such cost or expense.

     19.11 This Agreement is signed in duplicate originals. The headings used in
this  Agreement  are for  convenience  of  reference  only and do not affect the
meaning or construction of this Agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized representatives.

UNIVERSITY OF MARYLAND,
BALTIMORE

BY: /s/ JOANNA BOUGHMAN                    WITNESS:  /s/ MARJORIE FORSTER
        For David Ramsay
        David J. Ramsay, D.M., D.Phil.
        President

Date:   August 31, 1999

CANCER DIAGNOSTICS, INC.

BY: /s/ UWE REISCHL                        ATTEST:  /s/ Clifford Gross
        Uwe Reischl, Ph.D., M.D.
        President

Date:   August 23, 1999




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