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                                                                 EXHIBIT 2.3
Stibbe Simont Monahan Duhot

                                              Ref.: PS/Settlement Agreement.006

                              SETTLEMENT AGREEMENT

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

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

1c.     The company EUROMED, INC., incorporated under the laws of Nevada, United
        States of America, duly represented by one of its statutory directors,
        A.F. Hinnen, hereinafter to be referred as: "EuroMed, Inc.";

1d.     The private limited liability company EUROMED EUROPE B.V., incorporated
        under the laws of The Netherlands, duly represented by one of its
        statutory directors, Wisteria, hereinafter to be referred as: "EuroMed
        B.V.";

1e.     The private limited liability company MUTARESTES B.V., incorporated
        under the laws of The Netherlands, duly represented by its statutory
        director, File B.V., duly represented by its statutory director R.W.L.
        Veldman, hereinafter to be referred as: "Mutarestes";

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

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

lh.     ADRIAAN FRANCOIS HINNEN, residing at Velp (Gld), The Netherlands,
        Beekhuizenseweg 87 (6881 AG), hereinafter to be referred to as: 
        "Hinnen";

        Parties 1a. up to and including 1h. will be collectively referred to
        as: "the EuroMed-group";

AND

2a.     The private limited liability company NTP ADVIES B.V., incorporated
        under the laws of The Netherlands, duly represented by its statutory
        director, N.Th.P. Roozekrans, hereinafter to be referred as: "NTP";

2b.     The private limited liability company USUS NOTUS B.V., incorporated
        under the laws of The Netherlands, duly represented by its statutory
        director, A. Doets, hereinafter to be referred as "Usus";

2c.     NICOLAAS THEODOOR PAUL ROOZEKRANS, residing at Bergen NH, The
        Netherlands, Vincent van Goghweg 9 (1861 CD), hereinafter to be
        referred to as "Roozekrans";

2d.     ALBERT DOETS, residing at Zaandijk, The Netherlands Lagedijk 72
        (1544 BH), hereinafter to be referred as "Doets";


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WHEREAS:

a.      Pantapharma is the statutory director of Wisteria, which latter company
        is a major shareholder in EuroMed, Inc., which in turn owns all of the
        issued and outstanding shares of EuroMed B.V.;

b.      EuroMed B.V. holds all of the issued and outstanding shares in the 
        capital of Mutarestes, which in turn owns all of the issued and 
        outstanding shares of the private limited liability company Pluripharm
        International B.V. (hereinafter: "Pluripharm"), which in turn owns all
        of the issued and outstanding shares of the private limited liability
        company Financieringsmaatschappij De Nieuwe Wereld B.V. (hereinafter:
        "DNW");

c.      EuroMed B.V. holds all of the issued and outstanding shares in the
        capital of Galenica and Confedera;

d.      Doets and Roozekrans and their former personal holding companies
        (Nydima B.V. and NTP Consult B.V.) have agreed in June 1996 to
        (indirectly) sell their shares in Mutarestes to EuroMed B.V. The
        parties then involved have entered into several share purchase
        agreements (hereinafter: "the SPA's 1996"). Within the framework of
        the SPA's 1996, 850,000 restricted EuroMed, Inc. shares (hereinafter:
        "the 850,000 EuroMed, Inc. Shares") were issued by EuroMed, Inc. at the
        expense of EuroMed B.V. to Doets and Roozekrans;

e.      The transaction mentioned under d. was achieved through the following
        stages: (i) Doets and Roozekrans have sold their shares in their 
        personal holding companies to EuroMed B.V.; (ii) these personal holding
        companies have sold their shares in Mutarestes to EuroMed B.V. and 
        
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                (iii) EuroMed B.V. has sold the shares in these personal
                holding companies to a subsidiary of MeesPierson.

        f.      the parties involved have entered into three uniform management
                agreements which were signed on July 5, 1996 (hereinafter:
                "the Management Agreements") whereby Doets and Roozekrans were
                appointed as managers for Pluripharm and Hinnen for Confedera
                and Galenica;

        g.      The Parties have made certain claims against each other and
                have agreed to settle their differences on the terms contained
                in the agreement (hereinafter: "the Agreement");


        THE PARTIES HEREBY AGREE AS FOLLOWS:
        ------------------------------------

        ARTICLE 1       RETURN OF THE 850,000 EUROMED, INC. SHARES

        1.1     Subject to the terms and conditions contained herein Doets and
                Roozekrans agree to return for the benefit of EuroMed B.V. the 
                850,000 EuroMed, Inc. Shares on 3 April, 1997 to EuroMed, Inc.
                and EuroMed, Inc. accepts the 850,000 EuroMed, Inc. shares from
                Doets and Roozekrans. Doets and Roozekrans agree to return
                their 850,000 EuroMed, Inc. shares to EuroMed, Inc. in
                consideration of receiving full and final release from the
                EuroMed-group as defined in article 3 hereof.

        1.2     The return of the 850,000 EuroMed, Inc. Shares will be effected
                by handing over the original certificates with the numbers
                E0020 (Doets) and E0022 (Roozekrans) by Doets and Roozekrans 
                to Mr. J.H.M. Carlier, civil law notary of the firm Stibbe
                Simont Monahan Duhot, until the legal opinion mentioned in
                article 2 hereof has been furnished to Doets and Roozekrans.
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        ARTICLE 2       REPRESENTATIONS AND WARRANTIES

        2.1     Each member of the EuroMed-group represents and warrants that
                EuroMed, Inc. has full corporate power and authority to
                execute and perform the Agreement and the transactions
                contemplated thereby in accordance with their terms.

        2.2     At or prior to the signing of the Agreement, each member of the
                EuroMed-group represents and warrants that the execution and
                the performance of the Agreement and the transactions
                contemplated thereby have been duly authorized by all necessary
                corporate actions on the part of EuroMed, Inc. 

        2.3     At or prior to the signing of the Agreement, each member of the
                EuroMed-group represents and warrants that no consent,
                authorization, approval of the United States Securities and
                Exchange Commission, Federal Trade Commission or any other law
                of the United States of America or any State "Blue Sky Law" is 
                required on behalf of EuroMed, Inc. in connection with the
                execution and performance of the Agreement and the transactions
                contemplated thereby.

        2.4     EuroMed, Inc. will furnish a legal opinion of the United
                States counsel to EuroMed, Inc. in the usual format which
                opinion will confirm:

                -       that EuroMed, Inc. has full corporate power and
                        authority to execute and perform the Agreement and the 
                        transactions contemplated thereby in accordance with
                        their terms;

                -       that the execution and the performance of the
 
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                Agreement and the transactions contemplated thereby have been
                duly authorized by all necessary corporate actions on the part
                of EuroMed, Inc. so that EuroMed, Inc. is authorized to receive
                the 850,000 EuroMed, Inc. Shares and in particular that the
                850,000 Shares may be transferred without restriction;

        -       that no consent, authorization, approval of the United States
                Securities and Exchange Commission, Federal Trade Commission or
                any other law of the United States of America or any State "Blue
                Sky Law" is required on behalf of EuroMed, Inc. in connection
                with the execution and performance of the Agreement and the
                transactions contemplated thereby.

2.5     If the legal opinion will not be furnished ultimately on 12 April, 1997
        NTP, Usus, Doets and/or Roozekrans may rescind the Agreement but only in
        case it is reasonably likely that any of the legal facts as referred in
        to article 2.4 is/are not correct or valid as a result of which the
        Agreement will be (wholly or partly) null and void and such
        deficiency/deficiencies has not been cured before 22 April, 1997. In
        case such rescission, the civil law notary will return the original
        certificates of the 850,000 EuroMed, Inc. Shares to Doets and
        Roozekrans. If the legal opinion will be furnished before or on 12
        April, 1997 the civil law notary will delivery the original certificates
        of the 850,000 EuroMed, Inc. Shares to EuroMed, Inc.

ARTICLE 3       INDEMNIFICATION & WAIVER OF CLAIMS

3.1     Each member of the EuroMed-group will indemnify, defend

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        and hold NTP, Usus, Doets and Roozekrans and their employees, agents, 
        attorneys and affiliates harmless from and against any and all losses,
        claims, causes of action, obligations, demands, assessments, penalties,
        liabilities, costs, damages, attorneys' fees and expenses, asserted
        against or incurred by third parties (such as, but not limited to
        shareholders and creditors of EuroMed, Inc.) by reason of or resulting
        from: (a) any claim arising from this Agreement and/or any other
        agreement executed in connection with this transaction contemplated
        hereby and/or (b) any claim arising from the SPA's 1996, the Management
        Agreements and/or the activities and duties performed by Doets and
        Roozekrans, except when arising form the unlawful action or omission for
        which Doets and/or Roozekrans may be blamed personally ("verwijtbaar
        onrechtmatig handelen of nalaten").

3.2     Each member of the EuroMed-group hereby fully releases NTP, Usus, Doets
        and Roozekrans and their employees, agents, officers, directors,
        attorneys and affiliates and waives its right to claim inter alia
        damages and on the same basis NTP, Usus, Doets and Roozekrans hereby
        fully release each member of the EuroMed-group and their employees,
        agents, officers, directors, attorneys and affiliates and waive their
        right to claim inter alia damages with respect to any claim, such as but
        not limited to any claim (i) resulting from or in connection with the
        SPA's 1996 or (ii) resulting from the Management Agreements and/or the
        activities and duties performed by Doets and Roozekrans or (iii)
        resulting from any event in connection with the financial position of
        the Euromed-group, the delisting of the Nasdaq or any other event which
        occurred as of June 19, 1996 or (iv) resulting from any event, act or
        omission by Doets and 
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        Roozekrans with respect to the EuroMed-group and in their possible
        capacity as member of the Board of Directors of EuroMed, Inc.

3.3     Each member of the EuroMed-group represents and warrants that it has not
        assigned or transferred any of the claims mentioned in article 3 hereof
        to any third party. On the same basis NTP, Usus, Doets and Roozekrans
        represent and warrant that they have not assigned or transferred any of
        the claims mentioned in article 3 hereof to any third party.

3.4     It is explicitly understood that the settlement of disputes and the
        releases as mentioned in this article is considered to be a settlement
        agreement as meant by article 7:900 of the Dutch Civil Code as of the
        date the certificates are handed over to EuroMed, Inc. as provided in
        article 2.5.

ARTICLE 4       TREATMENT OF CLAIMS

4.1     In case Doets and/or Roozekrans, Usus and/or NTP will be sued by a third
        party concerning an event for which the indemnification of article 3
        applies, EuroMed, Inc. will deal diligently with this claim on behalf of
        the abovementioned persons and legal entities as "dominus litis".

4.2     EuroMed, Inc. will inform Doets and Roozekrans fully and quickly about
        the pending claim and will furnish copies of all documents concerning
        the claim to Doets and Roozekrans.

4.3     The costs for and arising from any legal proceeding or settlement with
        respect to such claim will be for the
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                account of EuroMed, Inc. except when arising from the unlawful
                action or omission for which Doets and/or Roozekrans may be
                blamed personally ("verwijtbaar onrechtmatig handelen of
                nalaten"), in which case the costs will be for the account of
                Doets and Roozekrans. The reasonable costs for copies of all
                documents concerning the claim and the reasonable postal charges
                will be for the account of Doets and Roozekrans. 

        4.4     Doets and Roozekrans may appoint a counsel who may interfere
                with the legal proceedings and/or negotiations on their behalf
                and on behalf of Usus and/or NTP. The costs for this counsel
                will be for the account of Doets and Roozekrans. 

        4.5     Doets en Roozekrans will not give any support (unless required
                by law) to third parties who have the intention to file a claim
                against the EuroMed-group with respect to the agreements and
                actions mentioned in article 3.1 under a and b. The
                EuroMed-group will not give any support (unless required by law)
                to third parties who have the intention to file a claim against
                Usus, NTP, Doets and Roozekrans with respect to the agreements
                and actions mentioned in article 3.1 under a and b. 


        ARTICLE 5       CONFIDENTIALITY


        5.1     Each party shall keep the terms of 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 (such as United States securities laws), 
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        copies of which shall be made available to Doets and Roozekrans, (ii) to
        advisors, financiers or lenders of any party and (iii) to the
        Shareholders meeting of EuroMed, Inc.

ARTICLE 6       MANAGEMENT AGREEMENTS & RELEASE

6.1     EuroMed B.V. confirms hereby the resignation of Doets and Roozekrans as
        managers in accordance with the Management Agreements as of respectively
        13 February, 1997 and 1 April, 1997.


6.2     As of the date of termination of the Management Agreements (for Doets
        at 13 February, 1997 and for Roozekrans at 1 April, 1997), EuroMed B.V.
        acknowledges that NTP, Usus, Doets and Roozekrans will be released from
        any liabilities and will be fully discharged with respect to their
        position as managers except from liability arising from the unlawful
        action or omission for which Doets and/or Roozekrans can be blamed
        personally ("verwijtbaar onrechtmatig handelen of nalaten"). The
        non-competition clause of the Management Agreements (article 5) cannot
        be enforced against Doets and Roozekrans. 

6.3     EuroMed B.V. will pass on 3 April a shareholders resolution in which
        EuroMed B.V. (i) confirms the resignation of Doets and Roozekrans as
        statutory directors of Mutarestes and (ii) provides a general release of
        Doets and Roozekrans from any and all liabilities and fully discharges
        them with respect to their position as statutory directors.

ARTICLE 7       CHOICE OF LAWS

7.1     The Agreement and the rights and obligations of the
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        parties hereto are governed by and construed and enforced in accordance
        with the laws of 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 this Agreement as of
today 03 April 1997.


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



  /s/   A.F. HINNEN                             /s/   A.F. HINNEN
----------------------------------           ----------------------------------
EuroMed, Inc.                                EuroMed Europe B.V.


  /s/   R. VELDMAN                              /s/   A.F. HINNEN
----------------------------------           ----------------------------------
Mutarestes B.V.                              Galenica B.V.
by: R. Veldman


  /s/   A.F. HINNEN                             /s/   A.F. HINNEN
----------------------------------           ----------------------------------
Confedera B.V.                               A.F. Hinnen


  /s/   N.T.P. ROOZEKRANS                       /s/   A. DOETS
----------------------------------           ----------------------------------
NTP Advies B.V.                              Usus Notus B.V.


  /s/   N.T.P. ROOZEKRANS                       /s/   A. DOETS
----------------------------------           ----------------------------------
N.T.P. Roozekrans                            A. Doets