10.6 Agreement on Technical Assistance between DenexCorp(TM)/LVPS MicroFacility,
Inc and AO "GIRIYEY"

                                        AGREEMENT ON TECHNICAL ASSISTANCE

[Russian translation omitted]           The Agreement of technical help

                                        The present  Agreement  is made  between
                                        corporation DenexCorp/LVPS MicroFacility
                                        with its principal office at 7755 Center
                                        Avenue,   Huntington  Beach,  California
                                        (hereinafter  referred  to as  "ADVISER"
                                        and  JSC  "Giriey"  with  its  principal
                                        office  at 218  Sotsialisticheskaya  St,
                                        Rostovon-Don,     Russia    (hereinafter
                                        referred   to  as   "COMPANY')   on  the
                                        following circumstances:

                                        The  adviser  is  the   manufacturer  of
                                        modular  microfactories for reception of
                                        large   volume   parenteral    solutions
                                        (further "LVPS"), and the Company agrees
                                        to   get   a   microfacility    (further
                                        "facility")   at  the  Adviser  for  the
                                        contract,  made  by  the  parties  _  of
                                        number _ month  1996 of a year  (further
                                        the Agreement about a facility)

                                        The  company   desires  to  use  of  the
                                        Adviser   as  the   adviser,   rendering
                                        technical services on a factory,  placed
                                        in RostovonDon,  and. The Adviser agrees
                                        to give such services on  belowmentioned
                                        conditions.

                                        THE   PARTIES   HEREBY  have  agreed  as
                                        follows:

                                        1.  Services,  rendered by the  Adviser.
                                        The  adviser  is  obliged  to render the
                                        following  services   concerning  a  put
                                        factory   in    Rostov-onDon    (further
                                        "Place"):

                                        A. To advise the  Company  and to render
                                        to  it   assistance  in  assembly  of  a
                                        factory  on a  Place,  and  also to make
                                        repeated    tests   of   management   by

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                                        technological  process  and  operational
                                        tests for conformity to the standards of
                                        quality,  established  in the  Agreement
                                        about a factory,  with use of  personnel
                                        prepared By the Advisor of the Company;

                                        B.  To  promote   the   Company  in  all
                                        repairs,  except  current,  and  repairs
                                        leaving for.  Frameworks  of a guarantee
                                        of the manufacturer on components,

                                        C.   To   promote    the    Company   in
                                        negotiations   with   the   purpose   of
                                        purchase  of  raw  materials,   such  as
                                        (without restriction) of plastic, pitch,
                                        chemicals   of  a   medical   degree  of
                                        cleanliness   and  etc.   in  the  local
                                        market, at an opportunity,  and if it is
                                        impossible  in other  markets  under the
                                        cheapest   price  with   maintenance  of
                                        conformity of such materials for working
                                        norms of USA Pharmacopea;

                                        D.  To  provide  the  Company  with  the
                                        general  exploitationtechnological help,
                                        including  the  help of the  Company  in
                                        reception of replaceable parts, and also
                                        recertification  and training of the new
                                        personnel; and

                                        E. To  provide  the  constant  selective
                                        control and tests of production  made by
                                        a  factory,  forces  of the  Adviser  or
                                        independent  laboratory for  maintenance
                                        of   maintenance  of  the  standards  of
                                        quality.   In   connection   with   such
                                        constant test of production. The company
                                        should give the Adviser the  appropriate
                                        samples,  to apply such raw material and
                                        to carry out such firm procedures, which
                                        the Adviser demands grounded.

                                        The  adviser is obliged  directs two (2)
                                        competent  and   qualified   engineer  /
                                        scientist  for  residing  on a Place and
                                        work on a  platform  all or part of time
                                        on an extent of  validity of the present

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                                        Contract   as    required    under   the
                                        discretion   of  the   Adviser   and  in
                                        connection   with   fulfilment   of  his
                                        obligations  under  the  Contract.   The
                                        adviser  pays a travel  expenses of such
                                        personnel and members of their  families
                                        to a Place and back in the beginning and
                                        at the end of their stay on a Place.

                                        2.  Services,  rendered by the  Company.
                                        The  company   provides  the   following
                                        freeofcharge  means and  services to the
                                        Adviser and its personnel:

                                        A. The  company  provides  services  and
                                        means to the  employees  of the  Adviser
                                        and  members  of their  families  during
                                        their  residing  on a Place,  and  these
                                        services   and  the   means   should  be
                                        grounded  acceptable  for  the  Adviser.
                                        Such means and services  should  include
                                        (but not to be limited by it) adequately
                                        furnished,  supported in good condition,
                                        heated and conditioning  habitation with
                                        municipal  convenience,  and  automobile
                                        for each employee,  registered addressed
                                        to the Company for  personal and service
                                        use on an extent of stay of the employee
                                        on a Place.

                                        B. The company should give the employees
                                        of the Adviser  suitable  working means,
                                        telephone and facsimile services, office
                                        services  the  necessary  equipment  and
                                        tools for  maintenance of an opportunity
                                        of  fulfilment  by them of the duties on
                                        an extent of their stay on a Place.

                                        C. In case of the request on the part of
                                        the   employees   or  members  of  their
                                        families  the  Company   should   ensure
                                        medical  service of the employees and or
                                        of the members of their families.

                                        D.  The  company   should   receive  all
                                        necessary    visas,    admissions    and
                                        administrative    sanctions    for   the

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                                        personnel  of the Adviser and members of
                                        their  families,  including the entrance
                                        visas,  sanction for work and  residence
                                        permits  for  the  personnel,   entrance
                                        visas  and  residence  permits  for  the
                                        members of their families, and also exit
                                        visas  to the  personnel  and/or  of the
                                        members of their  families as  required,
                                        that the personnel and or the members of
                                        their  families  could leave a Place for
                                        any  reason,   in   particular   if  the
                                        personnel and/or to the members of their
                                        families  needs the medical help outside
                                        or  in a  place  or in  connection  with
                                        holiday.'

                                        In case the Company for any reason keeps
                                        at self the  passports of the  personnel
                                        and/orof the members of their  families,
                                        it should  immediately  give out them on
                                        an  inquiry of the  personnel  and/or of
                                        the members of their families,  desiring
                                        to leave a Place for any reason.

                                        3.The Site. The personnel of the Adviser
                                        should  be  placed  in region of a Place
                                        and  should  not  move  in  other  place
                                        without the preliminary written sanction
                                        of the Adviser.

                                        4.  Subordination of the personnel.  The
                                        personnel of the Adviser  always remains
                                        by the  employees  of the Adviser  under
                                        his supervision and control. The adviser
                                        bears  responsibility  for  payment of a
                                        wages  of  the  personnel,   establishes
                                        duration of working days,  days off both
                                        holidays,   and  holiday.   The  adviser
                                        reserves  the right to itself  time from
                                        time to  replace  the  personnel  and to
                                        charge  it with  fulfilment  of work for
                                        the   Adviser,    not   connected   with
                                        services, rendered or Section 1 above).

<PAGE>

                                        5. Compensation.  The company should pay
                                        to  the  Adviser  in  total  volume  for
                                        services   rendered   on   the   present
                                        Agreement:

                                        A. Large of the following  sums: (i) 100
                                        000 US dollars in a year on an extent of
                                        validity  of the present  Agreement;  or
                                        (ii) 0, 116 US dollars  for each unit of
                                        LVPS made by a  factory  an each year on
                                        an extent  of  validity  of the  present
                                        Agreement; plus

                                        B.   Working  at  present  rate  of  the
                                        Adviser for training of the personnel of
                                        the Company  prepared after a sending of
                                        a  factory  from the  United  States  of
                                        America.

                                        All payments  being  subject to entering
                                        on the  present  Section 5, should on an
                                        extent of term of the  present  Contract
                                        be paid monthly, at a rate of greater of
                                        the following  established interest from
                                        monthly manufacture of LVPS in terms of,
                                        or proportional  share of annual minimum
                                        payment,   corrected  quarterly  (except
                                        payments   for   trainings,   which  are
                                        brought in by advance payment),  and 100
                                        000 US  dollars or bank  guarantee  from
                                        bank,  authorized  by the Adviser,  with
                                        payment  under the order of the Adviser,
                                        either  other by the  bank or  financial
                                        obligation  in the  form and  under  the
                                        contents  satisfactory  for the  Adviser
                                        are  guaranteed by the renewed letter of
                                        credit on a sum a minimum.  The  adviser
                                        and its  representatives  have the right
                                        to check  and to  receive  copies of the
                                        registration  books and  records  of the
                                        Company, if it is necessary for check of
                                        correctness  of  a su  of  compensation,
                                        paid  to the  Adviser  for  the  present
                                        Agreement.

<PAGE>

                                        6.   Term   and   termination   of   the
                                        Agreement.  The  validity of the present
                                        Contract  is  established  on period ten
                                        (10) years from the date of arrival of a
                                        factory  on  a  Place,   with  automatic
                                        prolongation  each year  after it, if it
                                        will not be terminated by any party with
                                        the notice not later than six (6) months
                                        before  cancellation  during  first  ten
                                        (10)  years and not  later  than six (6)
                                        months  up to the end of each  year term
                                        after the expiration  first tenyear (10)
                                        period.

                                        7. Confidentiality.

                                        A.  Parties owe, on an extent of term of
                                        the present  Agreement,  and during five
                                        (5) years after it, to keep as fiduciary
                                        technical  information,  given any party
                                        or its representatives to other party or
                                        its personnel.

                                        The parties should conclude with each of
                                        their     appropriate     workers    and
                                        representatives,   have  access  to  the
                                        technical     information,     contracts
                                        preservations  necessary for maintenance
                                        by such workers and  representatives  of
                                        confidentiality    Of   the    technical
                                        information.  With the  purposes  of the
                                        present   Agreement   "  the   technical
                                        information"  means  (1) in  case of the
                                        technical  information  of the  Adviser,
                                        confidential  and  license  information,
                                        handed to the  Company by the Adviser or
                                        its  personnel  in the  written  or oral
                                        form,    in   the    attitude    towards
                                        tech.processes,  tests,  characteristics

<PAGE>

                                        of production  and its  components,  and
                                        also  other   information  and  methods,
                                        necessary  applicable for  installation,
                                        service,    maintenance,    repair   and
                                        operation of a factory, and (ii) in case
                                        of  the  technical  information  of  the
                                        Company,    confidential   and   license
                                        information  concerning  the Company and
                                        its  activity,  to which the Adviser has
                                        received access during  execution of the
                                        obligations under the present Agreement.

                                        B.  The   restrictions  on  the  present
                                        section do not concern to the  technical
                                        information, which:

                                        (i)  Was   available   on  date  of  its
                                        disclosure in open sources;
                                        (ii) was at disposal of the addressee up
                                        to  date  of  its   disclosure   by  the
                                        appropriate party;
                                        (iii) has become  wide of date known the
                                        ambassador of  disclosure  but not owing
                                        to disclosure by its addressee;
                                        (iv) has become  known to the  addressee
                                        by a lawful  way from any  third  party,
                                        without     infringements     of     any
                                        restrictions on disclosure and use. Such
                                        restrictions   nor  are  distributed  to
                                        cases, when the law demands from one and
                                        parties   disclosure  of  the  technical
                                        information  provided  that  such  party
                                        undertakes all  reasonable  measures for
                                        protection   of    confidentiality    of
                                        disclosed technical information.

<PAGE>

                                        8. Quality control

                                        The  company has not the rights to offer
                                        in the  market  any LVPS  with  quality,
                                        appearance,     safety,    volume    and
                                        efficiency  in any relation  appearance,
                                        safety, volume and efficiency LVPS, time
                                        from time  established by the Adviser in
                                        the specifications on such production is
                                        worse, than quality,.

                                        B. The company  provides the Adviser and
                                        his  personnel  with samples LVPS on any
                                        or all stages of  manufacture,  and also
                                        samples of  packing,  which the  Adviser
                                        can  time  from  time  request  with the
                                        purposes  of,  specified  in SECTION 1 E
                                        above,  and  also  to  allow  them  on a
                                        factory  during  usual  working  day for
                                        selection such o6pa3i4OB.

                                        C. In case tests by the Adviser selected
                                        o6pa3qOB shows,  that tested LVPS do not
                                        correspond  or leave for  frameworks  of
                                        the  specifications for such production.
                                        The   company   is   obliged  to  accept
                                        immediate   measures  for  reduction  of
                                        production   in   conformity   with  the
                                        specifications  and  to  withdraw  whole
                                        already  sold or  distributed  defective
                                        production.

                                        9.  Responsibility  for production.  The
                                        company    hereby   is    obliged    and
                                        guarantees,  that it will  maintain,  to
                                        serve and to repair a factory  according
                                        to  the  instructions,   operational  by
                                        procedures  and technical  helps,  given
                                        the Adviser and the its  personnel.  The
                                        company  will not ha.  of the  claims to
                                        the  Adviser  and  its   personnel   and
                                        accepts   all    completeness   of   the
                                        responsibility  for  any  sheer  loss or
                                        losses in  connection  with (i)  misuse,
                                        maintenance  and repair of a factory and
                                        (ii) by  distribution  or  sale  LVPS of

<PAGE>

                                        local  manufacture,  not  appropriate or
                                        leaving    for    frameworks    of   the
                                        specifications  of  quality,  time  from
                                        time,  installed  by  the  Adviser.  The
                                        maintenance  of sufficient  insurance of
                                        the  responsibility  for production is a
                                        duty both parties

                                        10.   Independent    contractors.    The
                                        contractors    and   Company   are   the
                                        independent contractors, responsible for
                                        the   actions   and   action   of  their
                                        appropriate  workers and the agents. The
                                        agents and  workers of the  Company  are
                                        not considered as the agents and workers
                                        of  the  Adviser,  and  the  agents  and
                                        workers  of one of  the  parties  cannot
                                        accept the  responsibility,  to incur or
                                        to  create   the   direct  or   indirect
                                        obligations  from a name  or  concerning
                                        other party.

                                        11.   Force   Majuere.   Force   Majuere
                                        circumstances    (according    to    the
                                        appropriate   article  of  International
                                        trade  chamber [the edition ICC No.421])
                                        hereby join in the present Contract by a
                                        method  of the  reference.  The  parties
                                        recognize  and agree that  inability  of
                                        the  Company to convert  currency  in US
                                        dollars    is    not    force    majuere
                                        circumstance.

                                        12.Miscellaneous

                                        A. The adviser has the right to pass the
                                        obligations  under the present Agreement
                                        to the third parties,  provided that the
                                        Adviser   still   bears   responsibility
                                        before the Company for fulfilment of the
                                        passed obligations.

                                        B.  Persons,  signing the  Agreement  on
                                        behalf  of the  parties,  guarantee  and
                                        declare, that have all powers and rights
                                        to  conclude  the present  Agreement  on
                                        behalf of the appropriate parties,  that

<PAGE>

                                        such party is the  lawfully  established
                                        legal    person    according    to   the
                                        legislation  in frameworks of juridical,
                                        according   to  which  the  given  legal
                                        person   was   established,   that   the
                                        fulfillment of the present Agreement was
                                        by due image authorized by all necessary
                                        for this  purpose  corporate  decisions,
                                        and  that  present  The   Agreement  has
                                        lawful and  certain  force for the given
                                        legal   person   and   is   subject   to
                                        compulsory  fulfilment  according to its
                                        rules. The present  Agreement is certain
                                        for the  parties,  their  assignees  and
                                        authorized close confidants.

                                        C. In case of disputes, disagreements or
                                        claims under the present Agreement or in
                                        connection  with  it,  or in  connection
                                        with   infringement,   cancellation   or
                                        expiry  of the term of its  action,  the
                                        parties are  obliged  honesty to discuss
                                        such dispute, disagreement or claim with
                                        the  purposes  of   achievement  of  the
                                        arrangement, acceptable to both parties.
                                        If the  parties  do not  manage to reach
                                        the mutually  acceptable decision during
                                        thirty  (30) days after a  direction  of
                                        one of the  parties of the  notice  from
                                        other  party  with  an   exposition   of
                                        dispute,   disagreement  or  claim,  the
                                        parties transfer  dispute,  disagreement
                                        or  claim  to  the  final  and   certain
                                        sanction    according   to   a   working
                                        arbitration      procedure     UNCITRAL.
                                        Arbitration instance will be Arbitration
                                        Institute  at Stockholm  trade  chamber.
                                        The  decision  will  be born  three  (3)
                                        arbitrators.   At   assignment   of  the
                                        umpire, the arbitrators nominated by the
                                        parties  have not the  rights  to choose
                                        the person of the same  nationality,  as
                                        any   from   the   parties,    or   same
                                        nationality,  as any of the  arbitrators
                                        nominated  as the  parties.  A place  of
                                        arbitration will be Stockholm  (Sweden),
                                        and the decision of arbitration  will be

<PAGE>

                                        considered  as the  decision  of Swedish
                                        court.  In  arbitration   trial  English
                                        language   will  be  used   The  sum  of
                                        compensation  on court is  determined in
                                        US dollars  and should be paid free from
                                        the taxes and other deduction.  This sum
                                        should  include  interests from the date
                                        of  any   infringement  of  the  present
                                        Agreement.  The arbitrators  should also
                                        establish the appropriate  interest rate
                                        from the date of infringement up to date
                                        of payment of  compensation  in complete
                                        volume.  The  parties  agree,  that  the
                                        decision of arbitration  court will be a
                                        unique and  exclusive  means of judicial
                                        protection  their  relations  in case of
                                        all and any  claims  and  counterclaims,
                                        with which they address in court.

<PAGE>

                                        D.  Interpretation and the fulfilment of
                                        the present  Contract is adjusted by the
                                        legislation   of  Nevada  state  (United
                                        States   of   America),    without   the
                                        references  to the  conflict of rules of
                                        the law.

                                        E. Nonuse or the delay in application by
                                        any  party  of any  rights  or  means of
                                        judicial  protection  does  not  mean  a
                                        refusal  from such rights or means,  and
                                        the  unitary or partial  application  of
                                        any   rights   or  means   of   judicial
                                        protection  does not exclude  further or
                                        other  application  of  such  rights  or
                                        means.  All rights  and the means  under
                                        the present  contract are cumulative and
                                        cannot be  considered  as the  excluding
                                        any other  rights and means,  stipulated
                                        by the law.

                                        F. The present  Agreement  comprises all
                                        completeness of the arrangements between
                                        the   parties   concerning   the   above
                                        bargains   and   replaces  by  self  all
                                        previous    contracts   and   agreements
                                        between  the  parties   concerning   all
                                        questions,  stipulated in the present of
                                        the  Agreement.  The  present  Agreement
                                        cannot  be   changed   or   complemented
                                        otherwise than in written form, with the
                                        signatures both parties.

                                        G.  If any  section  or its  part in the
                                        present  Agreement is announced  void by
                                        any  competent   court  or  governmental
                                        body,  have on the right,  such decision
                                        does not mention staying  sections,  and
                                        each of them  remains in complete  force
                                        and validity.

                                        H.  The  English  text of the  Agreement
                                        remains  determining  in all  relations,
                                        despite any  translations of the present
                                        Agreement for any purposes.  All notices
                                        and the other documentation are directed
                                        by the parties each other in English.

<PAGE>

                                        The  present  Agreement  is  made in two
                                        identical  originals  each of  which  is
                                        considered  as  the  final  text  of the
                                        Agreement between the parties.

                                        J.   The   subtitles   in  the   present
                                        Agreement   are   used   only   for  the
                                        references  and  are  not  reflected  in
                                        interpretation of the present Agreement.

                                        In witness thereof the parties on behalf
                                        of lawfully  authorized  representatives
                                        have  concluded the present  Contract in
                                        abovestated a day and year.

                                        218 Sotsialisticheskaya St,
                                        RostovonDon, 344022  Russia
                                        JCS  "Giriey"
                                        r.KpaMbdi CYJ1HH  OCE X2 1800
                                        settlement account 000467227
                                        correspondent account 600164426
                                        bank identification account 046036626

                                        r.  POCTOBHaAoHy
                                        (~HnHaji KE "MocrEaHK"
                                        p\c 1467060  Kop\cq.  700161683
                                        B "K4 r. POCTOB-Ha-goHy
                                        rY I]$ P(D no  PocrOBCKOii o6ji.
                                        B14K 046015783
                                        code on OKNH 61124
                                        code on OKPO 24169413

                                        DenexCorp/LVPS MicroFacility
                                        7755 Center Avenue,
                                        Huntington  Beach,  California, USA