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                                                                 EXHIBIT 2.5

Stibbe Simont Monahan Duhot

                                                           Ref:compensation.ag4

                             COMPENSATION AGREEMENT

1.      The private limited liability company B.V. WISTERIA, incorporated under
        the laws of The Netherlands, duly represented by its statutory director
        Pantapharma B.V., hereinafter to be referred as: "Wisteria";

AND

2.      The private limited liability company HOUDSTERMAATSCHAPPIJ SINGULTUS
        B.V. i.o., to be incorporated under the laws of The Netherlands, duly
        represented by its incorporator, Stichting Administratiekantoor Hugo,
        duly represented by one of its statutory directors M. Rootring,
        hereinafter to be referred as: "Singultus";

WHEREAS:

a.      EuroMed, Inc., EuroMed Europe B.V., and Mutarestes B.V. (hereinafter:
        the "EuroMed-group") have signed on 3 April, 1997 the Share Purchase
        Agreement (hereinafter: "the Share Purchase Agreement"). The
        EuroMed-group thereby agreed that Mutarestes sells it shares in
        Pluripharm International B.V. (hereinafter: "Pluripharm") to Singultus;

b.      Pursuant to article 6 of the Share Purchase Agreement the EuroMed-group
        is obliged to submit two documents on or before 27 May, 1997. These two
        documents are: (1) statement of the firm Paardekooper & Hoffman or a
        financial advisory firm of the same reputation in which the value of
        Pluripharm is determined and in which it is


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        declared that the purchase price for the shares in Pluripharm is
        considered to be a fair consideration and a reasonably equivalent to the
        EuroMed-group and its shareholders (hereinafter: "the Fairness Opinion")
        and (2) a written shareholders approval of the shareholders of EuroMed,
        Inc. with respect to the sale and purchase of the shares in Pluripharm
        subject to the terms of the Share Purchase Agreement (hereinafter: 
        "the Shareholders Approval");

c.      In case the Fairness Opinion and/or the Shareholders Approval will not
        be furnished on or before 27 May, 1997 to Singultus, Singultus or
        EuroMed, Inc. may rescind the Share Purchase Agreement pursuant to
        article 4.4 of the Share Purchase Agreement.

d.      This agreement (the "Agreement") sets forth the consequences that will
        result if the Fairness Opinion and/or the Shareholders Approval will not
        timely be furnished.


THE PARTIES HEREBY AGREE AS FOLLOWS:


1.      Parties agree that in addition to article 4.4 of the Share Purchase
        Agreement the compensation clause provided in article 3 hereof will
        apply in case of such rescission.

2.      To secure that the Shareholders Approval will be obtained, Wisteria, in
        its capacity of the majority shareholder of EuroMed, Inc., hereby
        represents and warrants that it will take all actions within its powers
        to achieve that the Shareholders Approval will be obtained, such as, but
        not limited to, (i) to vote in 
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        favour of the sale and purchase of the shares in Pluripharm subject to
        the terms of the Share Purchase Agreement and (ii) that no third party
        will exercise voting power in respect of the shares in EuroMed, Inc.
        which are presently held by Wisteria otherwise than mentioned under
        (i).

3.      If Shareholders Approval (due to an event within the power of Wisteria)
        or the Fairness Opinion will not be furnished on or before 27 May, 1997
        to Singultus and as a result thereof the Share Purchase Agreement is
        rescinded by EuroMed, Inc., Wisteria will be due to Singultus an
        immediately payable compensation of NLG 500,000.

4.      Wisteria represents and warrants that the amount of the compensation
        (i.e. NLG 500,000) will be deposited on 4 April, 1997 on the bank
        account of the civil law notary, Mr. J.H.M. Carlier (Stichting
        Derdengelden Notariaat: 41.18.32.352, dossiernr.: 140207) as security
        for payment of the compensation as mentioned in article 3 hereof.
        Wisteria is entitled to the interest accrued on the NLG 500,000.

5.      In case article 3 hereof applies, the civil law notary will pay the 
        amount of the compensation on 28 May, 1997 to Singultus.

6.      Wisteria will procure that copies of all documents which will be sent
        to the shareholders of EuroMed, Inc. concerning the Share Purchase
        Agreement and the shareholders meeting in connection therewith will be
        furnished to Singultus.

7.      Parties agree that this signed copy of the Agreement 
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Stibbe Simont Monahan Duhot

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        will be the only copy available. This copy will be deposited in escrow
        at the office of the aforementioned civil law notary.

8.      Each party shall keep the Agreement confidential, and shall make no
        press release or public disclosure, either written or oral, regarding
        the transactions contemplated by the Agreement without the prior
        knowledge and consent of the other parties hereto; provided that the
        foregoing shall not prohibit any disclosure (i) by press release or
        filing that is required by law, copies of which shall be made available
        to the other party or (ii) to advisors, financiers or lenders of each
        party.

9.      The Agreement and the rights and obligations of the parties hereto are
        governed by and construed and enforced in accordance with the laws of
        the The Netherlands. Any dispute arising under the Agreement shall be
        exclusively settled by the competent Court of Amsterdam, The
        Netherlands.

IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of
today April 7, 1997


/s/ A.F. HINNEN
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B.V. Wisteria


/s/ M. ROOTRING
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Houdstermaatschappij Singultus B.V.