BIOQUEST CORPORATION
                  SERVICE CONTRACT / CONFIDENTIALITY AGREEMENT
                   Contract No. C100-99-24p Revision 11-29-99

In order to protect the rights and, and proprietary information between BioQuest
Corp. (a Florida Corporation) and its affiliates (collectively "BioQuest") and
Ixion Biotechnology Inc. (a Delaware Corporation), and its affiliates
(collectively "Ixion"), the parties hereto, intending to be legally bound, agree
that:



1.   The parties' representatives for providing, receiving and conducting
     business activities are:

     For BioQuest:Alexander A. Rubido

     Institution:          BioQuest Corp.
                           815 N.W. 57 Ave., Suite 202
                           Miami, Florida  33126

     For Ixion:            Weaver H. Gaines

     Institution:          Ixion Biotechnology Inc.
                           13709 Progress Blvd.
                           Box 13, Suite 11
                           Alachua, Florida  32615

2.   BioQuest Corp., hereinafter shall be known as BioQuest and Ixion,
     hereinafter shall be known as Client.

3.   The Services shall encompass the following: Quality Assurance, Regulatory
     Assurance, and Product Development Management as set forth in the attached
     Product Development Assessment Report.

4.   The sole purpose of the Services is to support Client and provide
     consulting information to Client regarding specific areas of interest to
     Client as set forth in the attached Product Development Assessment Report.

5.   BioQuest or one of its affiliated units (together BioQuest) will perform
     the contracting services as set forth in the attached Product Development
     Assessment Report.

6.   As full consideration for the services provided hereunder, and Client's
     agreement to the terms and conditions hereof, BioQuest will enroll Client
     into its single rate Fast-Track Program and invoice Client monthly. In
     addition, BioQuest will invoice Client for reimbursable expenses incurred
     by BioQuest with the prior approval of Client.

7.   This Agreement shall be effective, unless extended by written agreement of
     the parties, beginning November 29, 1999, and ending November 29, 2002.

8.   BioQuest represents that its staff has the requisite expertise, ability and
     legal right to render the Services and will perform the Services in a
     professionally responsible and efficient manner. BioQuest will abide by all
     the laws, rules and regulations that apply to the performance of the
     Services, Including applicable requirements regarding equal employment
     opportunity and the provisions of Executive Order 11246 and related rules
     (if applicable).

9.   During the term of this Agreement and surviving the termination or
     expiration thereof, BioQuest shall not disclose or use Confidential
     Information, or allow it to be used, for its own benefit or the benefit of
     others, and shall protect Confidential Information by using the same degree
     of care, but not less than a reasonable degree of care, as it uses to
     protect their own Confidential Information. Confidential Information shall
     include all information disclosed by Client relating to Services provided
     hereunder, except any portion thereof which: (a) is in BioQuest's
     possession before receipt thereof under this Agreement, as evidenced by
     BioQuest's written records; or (b) is disclosed or provided to BioQuest
     after full execution of this Agreement by a third party who has a right to
     make such disclosure; or (c) is or becomes part of the public domain
     through no fault of BioQuest. Further, BioQuest agrees not to use
     Confidential Information and/or Materials for any purpose other than that
     indicated in this Agreement without prior written approval of Client.
     BioQuest will require each of its employees performing Services to comply
     with these requirements. Upon termination or expiration of this Agreement
     BioQuest will return to Client all drawings, specifications, manuals and
     other printed or reproduced material (including information stored on
     machine readable media) provided by Client to BioQuest and all copies of
     such information made by BioQuest.

10.  In the event that BioQuest is required by judicial or administrative
     process to disclose Confidential Information, BioQuest shall promptly
     notify Client and allow Client a reasonable time to oppose such process.
<PAGE>

11.  Amendments shall be implemented according to the provisions of this
     Agreement. The Agreement in its entirety and existing revision will remain
     in force unless amended or otherwise permissible under this Agreement.

12.  Either BioQuest or Client may terminate this Agreement with or without
     cause upon thirty (30) days written notice following the agreed review of
     this Agreement. Termination of this Agreement shall not affect any rights
     or obligations which have accrued under the terms and conditions of this
     Agreement prior thereto.



13.  This Agreement may not be changed or terminated orally by or on behalf of
     either party. In the event of the actual or threatened breach of any of the
     terms of this Agreement by either party, the other party will have the
     right to terminate the Agreement by providing thirty (30) days written
     notice.

14.  In event of the actual or threatened breach of any of the terms of this
     Agreement, BioQuest will have the right to specific performance and
     injunctive relief. The rights granted by this paragraph are in addition to
     all other remedies and rights available at law or in equity. This Agreement
     shall be construed according to the laws of Florida for contacts made
     within that state and shall be enforceable by any court located in the
     state.

15.  This agreement supersedes all prior Agreements and understandings between
     the parties hereto, respecting the subject matter of this Agreement.

16.  All additions or modifications to this Agreement, including any attachment
     referred to in paragraph 19 or amendments to this Agreement, must be made
     in writing and executed by both parties.

17.  Client undertakes to indemnify and hold harmless BIOQUEST from any and all
     liability, loss, damage or expense (including attorney's fees) Client may
     suffer as a result of any claims, demands, costs or judgements against it
     arising out of services performed and carried out pursuant to this
     Agreement, except where liability, loss damage, or expense is caused by, or
     arises out of, the negligence of BIOQUEST or its officers, agents and
     employees.

18.  This Agreement is to be executed in duplicate. Please return one fully
     executed copy to: Business Development, BioQuest Corp., 815 NW 57th Ave.,
     Suite 202, Miami, Florida, 33126, USA.

19.  Attachment No X Yes. If Yes, number of pages 7.









Very Truly Yours,                                   AGREED AND ACCEPTED:
BIOQUEST CORPORATION                                   INSTITUTION

                                               Name    Ixion Biotechnology, Inc.
By /s/ Alexander Rubido                        Address  13709 Progress Blvd,
      Alexander Rubido                              Box 13, Suite 11
      Director, Business Development              Alachua, Florida 32615
                                               Authorized Signature
Date  Nov. 29, 1999                                        /s/ Weaver H. Gaines
                                               Printed Name    Weaver H. Gaines
                                                Title   Chairman and CEO
                                                Date    11/30/99




<PAGE>



                               Ixion Biotechnology
                      Product Development Assessment Report

                                    Contents

1.  Objectives                        -------------------------------------  2
2.  Scope                             -------------------------------------  2
3.  Limitations                       -------------------------------------  2
4.  Roles and Responsibilities         ------------------------------------  2
      4.1 Quality Assurance Management -----------------------------------   2
      4.2  Regulatory Assurance Management --------------------------------  3
      4.3  Product Development Management  --------------------------------  3



<PAGE>

1.       Objectives

         1.1.  Bring Ixion Biotechnology products to market
               1.1.1. Establish Ixion Biotechnology Quality Policy and Quality
                      System
               1.1.2. Guide Ixion Biotechnology Product Development Practices
               1.1.3. Guide Ixion Biotechnology Regulatory Compliance
               1.1.4. Prepare Ixion Biotechnology Regulatory submissions
               1.1.5. Establish Ixion Biotechnology Risk Assessments

        1.2.  Provide value-added, cost effective services to Ixion
              Biotechnology
              1.2.1. Provide specialized services as needed
              1.2.2. Optimize use of  resources available
              1.2.3. Provide access to BioQuest Corporation industry resources
              1.2.4. Increase the overall value of Ixion Biotechnology for
                     investment prospects

2.       Scope

         2.1. Ixion operations administered from Alachua, FL
              2.1.1. Quality Assurance Management
              2.1.2. Regulatory Assurance Management
              2.1.3. Product Development Management

         2.2.  Ixion Biotechnology development stage projects
               2.2.1. XentrIX Monitor
               2.2.2. Ox-Control(TM) (whole cell)
               2.2.3. Ox-Control(TM) (extract)
               2.2.4. IxC1-62/47

         2.3. Movement of Ixion Biotechnology new technology (Feasibility)
              stage projects into development
              2.3.1. Clostridium difficile
              2.3.2. Diabetes projects

         2.4. Ixion Biotechnology holds patent position on a Kit, Materials and
              Methods for detecting and quantitating oxalate.  This merits
              feasibility assessment for potential diagnostic product
              development.

3.       Limitations

         3.1. Ixion Biotechnology does not possess manufacturing capabilities
         3.2. Ixion Biotechnology does not possess marketing or distribution
              resources
         3.3. Ixion Biotechnology progress is dependent on their success at
              raising capital

4.       Roles and Responsibilities

        4.1. Quality Assurance Management
             4.1.1. BioQuest Corporation will act as Ixion Biotechnology's
                    Quality Systems Management entity.  This responsibility will
                    require BioQuest Corporation to have the authority and power
                    to establish and maintain Ixion Biotechnology's quality
                    policies and procedures.
             4.1.2. BioQuest Corporation will perform quality audits (including
                    vendor audits) and present findings in management reviews.
             4.1.3. BioQuest Corporation will establish and maintain Ixion
                    Biotechnology's quality documentation.

       4.2. Regulatory Assurance Management
<PAGE>

            4.2.1.  BioQuest  Corporation will develop an execute Regulatory
                    Approval Plans for Ixion Biotechnology's product offerings.
            4.2.1.1.XentrIX Monitor will be classified as an RUO product to
                    support acquisition of data for NDA filing of IxC1-62/67.
            4.2.1.2.IxC1-62/67 will require an NDA filing
            4.2.1.3.Therapeutic diabetes products will require complex PMA
                    filings.

       4.3. Product Development Management
            4.3.1.   XentrIX Monitor
                    4.3.1.1. XentrIX Monitor is a mature development project.
                             Formal product definition and manufacturing/
                             assembly procedures under design control will
                             qualify this product for initial market release as
                             a Research Use Only (RUO) test for identification
                             of Oxalobacter formigenes (a normal component of
                             human intestinal flora).
                    4.3.1.2. Although the market for XentrIX Monitor is limited,
                             the use of the assay will be elemental in
                             establishing the rest of the Oxalobacter/Oxalte
                             product line.  Filing for a 510(k) is anticipated
                             with data gleaned from following the Ox-Control
                             products and in support of the IxC1-62/67 filing.
      4.3.1.3. A Development Plan establishing Design Input and Project Schedule
                will be established
               *   Business Plan
               *   Quality Plan
               *   Process Development Plan
               *   Verification Plan
               *   Regulatory Approval Plan
               *   Reliability Plan
               *   Service/Customer Service/Technical Service Plans
               *   Design Transfer and Manufacture
               *   Post Release Support
               *   Technical Service Plan
               *   Operating Plan
               *   Project Schedule
     4.3.1.4. A Design Review will be performed as soon as possible to document
              Design Output of the Feasibility Program.
              4.3.1.4.1  Product formulation
                  *  Patent/Literature Review
              4.3.1.4.2. Animal study data
              4.3.1.4.3. Preclinical trials data (300 samples)
                  *  Protocols and Raw Data
              4.3.1.4.4. CLIA lab data
                  *      Protocols and Raw Data
              4.3.1.4.5. Proposed testing of Ox-Control users
              4.3.1.4.6. Labeling requirements
              4.3.1.4.7.  Vendor qualification status and plan
              4.3.1.4.8.  Manufacturing/Assembly plan
              4.3.1.4.9.  Risk Assessment
                  *       Interviews and surveys

     4.3.2.   Ox-Control(TM)
         4.3.2.1. Ox-Control(TM) (Oxalobacter formigenes whole cell).
                  Establishing the organism as safe, normal flora of the gut
                  should be straight forward with historical data.  The
                  production of GMP material is essential.
<PAGE>

    4.3.2.2.  A Development Plan establishing Design Input and Project Schedule
              will be established
              *   Business Plan
              *   Quality Plan
              *   Process Development Plan
              *   Verification Plan
              *   Regulatory Approval Plan
              *   Reliability Plan
              *   Service/Customer Service/Technical Service Plans
              *   Design Transfer and Manufacture
              *   Post Release Support
              *   Technical Service Plan
              *   Operating Plan
              *   Project Schedule
    4.3.2.3. A Design Review will be performed as soon as possible to document
             Design Output of the Feasibility Program.  The review may be
             conducted in conjunction with the XentrIX Monitor as safety data
             will be common to both.
             *   Product formulation
             *   Patent/Literature Review
             *   Animal study data
             *   Preclinical trials data
             *   Protocols and Raw Data
             *   CLIA lab data
             *   Protocols and Raw Data
             *   Proposed testing of Ox-Control users
             *   Protocol
             *   Regulatory Submission Plan
             *   Review probiotic products on the market
             *   Labeling requirements
             *   Vendor qualification status and plan
             *   Manufacturing  plan
             *   Identify licensing partners and their roles should be given
                 priority
             *   Identify OEM vendors for fermentation and formulation
             *   Risk Assessment
             *   Interviews and surveys

    4.3.2.4. Ox-Control(TM) (Oxalobacter formigenes extract).  Establishing the
             formulation as safe should be straight forward with historical
             data, as well as, data from the whole cell product. The production
             of GMP material is again essential.
    4.3.2.5. A Development Plan establishing Design Input and Project Schedule
              will be established
             *   Business Plan
             *   Quality Plan
             *   Process Development Plan
             *   Verification Plan
             *   Regulatory Approval Plan
             *   Reliability Plan
             *   Service/Customer Service/Technical Service Plans
             *   Design Transfer and Manufacture
             *   Post Release Support
             *   Technical Service Plan
             *   Operating Plan
             *   Project Schedule
<PAGE>

    4.3.2.6. A Design Review will be performed as soon as possible to document
             Design Output of the Feasibility Program.  The review may be
             conducted in conjunction with the XentrIX Monitor and Ox-Control
             (whole cell) as safety data will be common to all.
             *   Product formulation
             *   Patent/Literature Review
             *   Animal study data
             *   Preclinical trials data
             *   Protocols and Raw Data
             *   CLIA lab data
             *   Protocols and Raw Data
             *   Proposed testing of Ox-Control users
             *   Protocol
             *   Regulatory Submission Plan
             *   Review probiotic products on the market
             *   Labeling requirements
             *   Vendor qualification status and plan
             *   Manufacturing  plan
             *   Identify licensing partners and their roles should be given
                 priority
             *   Identify OEM vendors for fermentation, purification and
                 formulation
             *   Risk Assessment
             *   Interviews and surveys

    4.3.3. IxC1-62/47
            4.3.3.1. IxC1-62/47 is the therapeutic product which will justify
                      filing a 510(k) for XentrIX Monitor.
            4.3.3.2. A Development Plan establishing Design Input and Project
                     Schedule will be established.  The schedule must integrate
                     the development of the XentrIX Monitor and Ox-Control
                     products.
               *     Business Plan
               *     Quality Plan
               *     Process Development Plan
               *     Fix formulation
               *     Verification Plan
               *     Regulatory Approval Plan
               *     Product claims
               *     IND requirements
               *     Clinical Protocols
               *     Reliability Plan
               *     Service/Customer Service/Technical Service Plans
               *     Design Transfer and Manufacture
               *     GMP manufacture
               *     Validation
               *     Post Release Support
               *     Technical Service Plan
               *     Operating Plan
               *     Project Schedule

    4.3.4.   Diabetes Division- Feasibility Project
        4.3.4.1. Ixion has developed a technology for generating an unlimited
                 supply of functional islets from stem cells from both rodent
                 and human sources in vitro.
        4.3.4.2. A Feasibility Plan establishing proof of concept and reduction
                 to practice will be established. The plan will address:
              *  Increased understanding of the biology of islet producing stem
                  cells
<PAGE>

              *   Evaluation of proprietary encapsulation material(s) for
                  transplanted islets or islet producing cells
              *   Identification / definition of unique cell surface markers
                  expressed by islet producing cells for use in isolating islet
                  producing cells from the pancreas directly.

4.4.     Costs for the Development Process are essentially recurring on a per
         product basis with variations occurring mostly in the regulatory
         submission activities required.  An approximate cost breakdown under
         the Fast Track Program for the XentrIX(TM)Oxalobacter formigenes
         Monitor product follows.  Concurrent Product Development of the
         remainder of Ixion's product pipeline would be additive to this
          estimate.


              XentrIXTM Oxalobacter formigenes Monitor- Diagnostic

                          Assumptions and Calculations

Kit components provided will be OEM manufactured and assembled.  These include:

-------------------------------------- -------------------------- --------------
            Component                      Number of Constituents       Source
-------------------------------------- -------------------------- --------------
Culture Swab Transport System                         3                Vendor A
-------------------------------------- -------------------------- --------------
Culture Swab Specimen Preparation Kit                 5                Vendor A
-------------------------------------- -------------------------- --------------
Amplification Kit                                     8
    Sample Diluent                                                     Vendor B
    10X PCR Buffer                                                     Vendor B
    Magnesium Chloride                                                 Vendor B

    Primers                                                            Vendor C
    DNTP's                                                             Vendor C
    (+) Control                                                        Vendor C
    (-) Control                                                        Vendor C

    DNA Polymerase                                                     Vendor D
-------------------------------------- -------------------------- --------------
Detection Kit                                         7
    Probe                                                              Vendor C

    Digoxigenin Conjugate                                              Vendor E
    Substrate A                                                        Vendor E
    Substrate B                                                        Vendor E

    Solution A (Blocking)                                              Vendor B
    Buffer A                                                           Vendor B
    Buffer B                                                           Vendor B

------------------------------------ -------------------------- ---------------
Kit Summary Totals                                    23                    5
----------------------------------- --------------------------  ---------------

Materials required but not provided;

Reagent Preparation - 6 (Standard Lab Supplies)
Specimen Preparation - 11 (Standard Lab Supplies)
Amplification and Detection - 50
*        Formulations to be made - 9
*        Additional OEM reagents/products - 4
*        Specialized Equipment - 6
*        Remaining Standard Lab Supplies - 31