Exhibit 10.2

                         AGREEMENT BETWEEN EPIGEN, INC.
                                AND VACOLD, LLC.


     Epigen,  Inc, a  Delaware  Corporation  with an office at North  Tower Hill
Road, PO Box L, Milbrook, NY 12545 ("Epigen"), is engaged in the development and
commercialization  of products for the  diagnosis of cancer.  Epigen  desires to
obtain an IgG antibody with similar antigen binding and diagnostic  potential as
its AE3 antibody.

     Vacold,  LLC, a New York  limited  liability  company with an office at 360
Lexington  Avenue,  21st Floor,  New York, NY 10017  ("Vacold"),  a wholly owned
subsidiary of  Immunotherapy,  Inc., a Delaware  Corporation with offices at 360
Lexington  Avenue,  21st  Floor,  New  York,  NY  10017,  believes  it  has  the
capability, directly or indirectly, to develop such an antibody (such IgG, when,
as and if developed by Vacold, being hereinafter referred to as the "AE-IgG").

     Epigen desires to have Vacold,  as soon as possible,  devote its efforts to
developing the AE-IgG.

     In consideration of the premises, and the mutual agreements hereinafter set
forth, the parties hereto agree as follows:

1.   Epigen  represents  that it is a Delaware  corporation  in good standing in
     such  state and that it has full  power and  authority  to enter  into this
     Agreement and to consummate the transactions  contemplated hereby, and this
     Agreement has been duly  authorized by all  appropriate  Corporate  action.
     Execution or  performance  of this Agreement will not result in a breach or
     default under any of the contractual obligations, bylaws, or certificate of
     incorporation  of Epigen.  This Agreement,  when executed by Epigen,  shall
     constitute  the valid and  binding  obligation  of Epigen,  enforceable  in
     accordance with its terms, subject to applicable bankruptcy, insolvency and
     other laws  affecting  creditors'  rights  generally.  The shares of Epigen
     stock issued to Vacold  pursuant to Paragraph 6 of this  Agreement  will be
     validly issued, fully paid, and non-assessable.

2.   Vacold  represents that it is a New York limited  liability company in good
     standing  in such state and that it has full power and  authority  to enter
     into this Agreement and to consummate the transactions contemplated hereby,
     and this Agreement has been duly  authorized by all  appropriate  Corporate
     action.  Execution or  performance  of this  Agreement will not result in a
     breach or default  under any of the  contractual  obligations,  bylaws,  or
     certificate of  incorporation of Vacold.  This Agreement,  when executed by
     Vacold,  shall  constitute  the valid and  binding  obligation  of  Vacold,
     enforceable in accordance with its terms, subject to applicable bankruptcy,
     insolvency and other laws affecting creditors' rights generally.

3.   At the  closing  of this  Agreement  Epigen  will  deliver  to  Vacold  the
     certified  minutes of its Board of  directors  and Vacold  will  deliver to
     Epigen the Written Consent of Manager in Lieu of Meeting,  duly authorizing
     the respective parties to enter into and execute this Agreement.

4.   Epigen  shall  deliver  to  Vacold;  (i)  purified  epiglycanin;  (ii)  AE3
     anti-idiotypic and anti anti-idiotypic  antibody; and (iii) AE3 antibody to
     enable  Vacold to conduct or cause to be conducted  research to develop the
     AE-IgG.  The transfer of the  foregoing  items is subject to the  Materials
     Transfer Agreement between the parties attached hereto.

5.   Vacold's affiliate,  Immunotherapy, Inc., has since January 1999 engaged in
     research  to develop  the  AE-IgG  (the  "Research"),  as  outlined  in the
     research  plan  attached  hereto  (titled  "Generation  of  IgG  monoclonal
     antibody against the AE3 cancer-specific epitope in epiglycanin"), and will
     devote itself to such research through May 1999.

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Page 1 of 2

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6.   Upon the  execution  of this  agreement,  Epigen  will issue to Vacold that
     number of shares of Epigen Common Stock, $.001 par value per share,  which,
     upon  issuance  and  delivery,  shall be duly  authorized,  fully  paid and
     non-assessable,  and shall  represent six percent (6%) of the fully diluted
     capital  stock of Epigen as of March 31, 1999.  Vacold shall have the right
     to receive from Epigen, upon reasonable request by Vacold, information such
     as a Director of Epigen  would be entitled  to receive,  including  but not
     limited to  minutes of all  meetings  of the board of  directors  of Epigen
     (hereinafter  "Information  Rights").  Vacold  shall be subject to the same
     confidentiality  requirements with respect to such information as directors
     of Epigen.  The  Information  Rights  shall expire upon the  occurrence  of
     either one of the following  events:  (i)  relisting on NASDAQ,  or (ii) an
     investment  in  Epigen  of  not  less  than  three  million  U.S.   dollars
     ($3,000,000) where one of the participants is a financial institution which
     places a director on the Board of Directors of Epigen.

7.   Promptly following the execution of this Agreement,  Vacold and Epigen will
     negotiate  and enter into a royalty  agreement  (the  "Royalty  Agreement")
     providing for, among other things:

     a)   the transfer to Epigen of any patent or patent rights  resulting  from
          the Research. Epigen shall file, maintain and prosecute at its expense
          all patent  applications and patents  resulting from the Research.  In
          absence of a patent, Vacold will transfer all ownership underlying the
          technology (i.e., antibodies) and patent rights;

     b)   payment  by  Epigen  to  Vacold,  its  successors  and  assigns,  of a
          perpetual  three  percent  (3%)  royalty to Vacold on net  end-product
          sales by Epigen of products which  incorporate the AE-IgG developed by
          Vacold (the "Royalty").  The Royalty to increase to seven percent (7%)
          in the event that any  proceeding in  bankruptcy,  assignment  for the
          benefit of creditors, or similar insolvency proceeding is commenced by
          or against Epigen,  and such proceedings are not  discontinued  within
          sixty (60) days (hereinafter "Insolvency").

     c)   a perpetual  payment by Epigen to Vacold,  its successors and assigns,
          of three percent (3%) of all royalties and all other payments received
          by  Epigen  from  its  sublicensees,   distributors,  partners,  joint
          venturers or others receiving  rights to manufacture,  use and/or sell
          the AE-IgG,  such  payment to increase  to seven  percent  (7%) in the
          event of an Insolvency;

     d)   any person who shall be a licensee of Epigen shall agree in writing to
          be bound and abide by all of the terms and  provisions  of the Royalty
          Agreement  and must promptly  provide  Vacold with a true copy of such
          license and written agreement to be so bound;

     e)   other provisions customarily found in such royalty agreements.


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as
of the 31st day of March, 1999.

EPIGEN, INC.                           VACOLD, LLC

By:    /s/:  Donald C. Fresne          By:     /s/:  David Dove
       -------------------------               --------------------------
Name:  Donald C. Fresne                Name:   David Dove
       -------------------------               --------------------------
Title: Chairman &  CEO                 Title:  President
       -------------------------               --------------------------

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GENERATION OF IgG MONOCLONAL ANTIBODY AGAINST THE AE3 CANCER-SPECIFIC EPITOPE IN
EPIGLYCANIN

Day  1-        Immunize C57B1/6,  C3HeJ and DBA/2 mice with  epiglycanin
               (native  and  modified  with  PDC) or with AE3  anti-idiotypic
               antibody.
Day 21-        Boost
Day 24-        Perform B cell fusion
Day 38-        Screen all hybridomas for IgG and select positive clones
Day 48-        Screen IgG positive hybridomas for specificity to epiglycanin
Day 58-        Identify IgG positive  hybridoma reactive with AE3 epitope
               (perform inhibition assay with AE3 moab)
Day 68-        Expand positive hybridomas
Day 78-        Induce ascites to generate  large amounts of specific IgG moabs
Day 85-        Purify IgG moabs
Day 90-        Aliquot and cryopreserve IgG moabs
Day 90-120     Establish a capture assay using IGG and lectin
               Perform Recovery  Studies

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<PAGE>

                                   VACOLD, LLC
                                       and
                                  EPIGEN, INC.

                     BIOLOGICAL MATERIAL TRANSFER AGREEMENT

          WHEREAS,  Epigen,  Inc., a Delaware  corporation with offices at North
Tower Hill Road, PO Box L,  Millbrook,  NY 12545  ("Epigen")  possesses  certain
biological material consisting of purified  epiglycanin,  AE3 antibody,  and AE3
anti idiotypic antibody,  (hereinafter referred to as "Biological Material") and
related confidential information (hereinafter "Information") and,

          WHEREAS,  Vacold,  LLC, a  Delaware  corporation  with  offices at 360
Lexington Avenue, 21st Floor, New York, NY 10017 (hereinafter "Vacold"), desires
to obtain from Epigen such  Biological  Material and  Information to be used for
purposes of the research  described in the letter agreement attached hereto (the
"Research").

          NOW  THEREOF,  Epigen is  willing  to make  available  to  Vacold  the
Biological Material and certain Information for the aforesaid purpose subject to
the following terms and conditions:

1.       OWNERSHIP.  Epigen retains all right and title in and to the Biological
         Material and  Information,  subject to the rights of the United  States
         government.  Nothing  contained  within this  Agreement  shall restrict
         Epigen's  rights  to use or  distribute  the  Biological  Material  and
         Information to other commercial or noncommercial entities.

2.       USE. Vacold agrees that the Biological  Material and Information  shall
         be used only by Vacold and only for purposes of the Research, and shall
         not be used in humans.

3.       DISTRIBUTION AND CONTROL. Vacold agrees not to transfer or disclose the
         Biological  Material  and  Information  to any third party  without the
         prior permission of Epigen. In addition, Vacold shall obtain acceptance
         of the terms of this  Agreement  of all  persons who have access to the
         Biological Material and Information.

4.       CONFIDENTIALITY.  Vacold agrees to use the Biological  Material only in
         connection  with the Research and to hold the Information in confidence
         and not transfer in any manner the Biological  Material or disclose the
         Information  received  from Epigen  under this  Agreement,  except that
         Information may be disclosed  which:  i) was in Vacold's  possession or
         control  prior  to the date of  disclosure  by  Epigen;  ii) was in the
         public domain or enters into the public domain  through no improper act
         on Vacold's part or on the part of any of Vacold's  employees;  or iii)
         rightfully given to Vacold from sources independent of Epigen.

5.       GOVERNING  LAW.  The  terms and  provision  of this  Agreement  and any
         dispute or controversy  arising hereunder shall be governed by the laws
         of  the  State  of New  York  applicable  to  contract  made  and to be
         performed therein, without giving effect to the principles of conflicts
         of  laws  thereof.  Any  dispute  or  controversy  arising  out of this
         Agreement  shall be submitted to binding  arbitration to be held in the
         City  of New  York  in  accordance  with  the  rules  of  the  American
         Arbitration Association then in effect.

6.       COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
         counterparts, each of which shall be deemed to be an original, and such
         counterparts together shall constitute on agreement.

          IN WITNESS WHEREOF, Epigen and Vacold have caused this Agreement to be
executed by their respective duly authorized  officers.  This agreement shall be
effective as of the date last set forth below.

VACOLD, LLC                            EPIGEN, INC.

By:  /s/:  David Dove, MD              By:  /s/:  Donald C. Fresne
     -----------------------------          -----------------------------
     David Dove, M.D.                       Donald C. Fresne
                                            Chairman of the Board and CEO

Date:  May 26, 1999                    Date:  February 9, 1999

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