<PAGE>

                                                                    EXHIBIT 10.7


                                SUPPLY AGREEMENT


Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission

BETWEEN:

(1)               ENDEAVOR PHARMACEUTICALS, INC., a corporation organized and
                  existing under the laws of the State of Delaware, with offices
                  at 127 Racine Drive, Suite 202, Wilmington, North Carolina
                  28403 (hereinafter referred to as "ENDEAVOR")

AND:

(2)               ORGANICS/LAGRANGE, INC., a corporation organized and existing
                  under the laws of the State of Illinois, with offices at 1935
                  Techny Road, Suite 14, Northbrook, Illinois 60062 (hereinafter
                  referred to as "ORGANICS")

(A)      WHEREAS, ENDEAVOR is in the business of the development, manufacture
and distribution of finished drug products; and

(B)      WHEREAS, ORGANICS is the owner of proprietary technology and is in the
business of the development, manufacture and distribution of APIs (as defined
below), including Substance (as defined below), which contain one (1) or more
Estrogen Sulfates (as defined below); and

(C)      WHEREAS, ENDEAVOR wishes to purchase Substance from ORGANICS for use in
the manufacture of Product (as defined below) under the terms and conditions set
out in this Agreement; and

(D)      WHEREAS, ORGANICS wishes to supply Substance to ENDEAVOR for use in the
manufacture of Product under the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the obligations hereinafter assumed and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledges ORGANICS and ENDEAVOR enter into this Agreement:

Article 1.        Definitions

When capitalized, the following terms shall, for all purposes of this Agreement,
have the meanings specified in this Article 1:

1.1      Agreement. "Agreement" shall mean this document together with all
         exhibits and/or amendments thereto.


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1.2      API(s). "API" (Active Pharmaceutical Ingredient) or "APIs" shall mean
         any bulk drug substance that is represented for use in a finished drug
         product and that, when used as intended in the manufacturing,
         processing or packaging of such drug product, becomes an active
         ingredient of a finished dosage form of the drug.

1.3      Batch. "Batch" shall mean a specific quantity of Substance that is
         intended to have uniform character and quality, within specified
         limits, and is produced according to an order during the same cycle of
         manufacture.

1.4      Claim. "Claim" shall have the meaning defined in Section 9.4 of this
         Agreement.

1.5      Co-marketer. "Co-marketer" shall mean a third party having the right to
         participate with ENDEAVOR in the sales, marketing and/or distribution
         of Product.

1.6      Confidential Information. "Confidential Information" shall have the
         meaning defined in Article 6 of this Agreement.

1.7      Conjugated Estrogens. "Conjugated Estrogens" shall mean an API and/or
         finished drug product composed of a mixture of various Estrogen
         Sulfates such as, but not limited to, * and which exhibits an *of no
         less than *.

1.8      Contract Manufacturer. "Contract Manufacturer" shall mean a third party
         chosen by Endeavor to contract manufacture Product for Endeavor.

1.9      Contract Quarter. "Contract Quarter(ly)" shall mean any period of three
         consecutive calendar months commencing with the first day of any
         January, April, July, or October.

1.10     Delta. "Delta" shall mean the Delta Component supplied to ORGANICS by
         or on behalf of ENDEAVOR.

1.11     Delta Component. "Delta Component" shall mean *.

1.12     Delta Specifications. "Delta Specifications" shall mean the written
         standards established for the characteristics, quality, and quality
         control testing of Delta set forth in Exhibit B.

1.13     DMF(s). "DMF" or "DMFs" shall mean a Drug Master File as described
         under the United States Code of Federal Regulations in 21 CFR 314.420.

1.14     Estrogen Sulfate. "Estrogen Sulfate" shall mean any *.

1.15     FDA. "FDA" shall mean the United States Food and Drug Administration of
         the Department of Health and Human Services.

1.16     GMP(s). "GMP" or "GMPs" shall mean the current Good Manufacturing
         Practices regulations promulgated by the FDA and codified under United
         States Code of Federal Regulations in 21 CFR Parts 210 and 211, as
         amended.

1.17     Lot. "Lot" shall mean a Batch, or a specified identified portion of a
         Batch, having uniform character and quality within specified limits.

1.18     NDA. "NDA" shall mean one or more New Drug Applications filed with the
         FDA pursuant to the Food, Drug and Cosmetic Act of the United States
         and the regulations promulgated

         * Certain information on this page has been omitted and filed
         separately with the Securities and Exchange Commission. Confidential
         treatment has been requested with respect to the omitted portions.


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         thereunder, including any amendments or supplements thereto and any
         documents incorporated therein by reference.

1.19     Product. "Product" shall mean ENDEAVOR'S Conjugated Estrogens tablets
         containing Substance alone or in combination with other pharmaceutical
         ingredients, manufactured by or for ENDEAVOR under ENDEAVOR'S NDA.

1.20     Producer Price Index. "Producer Price Index" shall mean the Producer
         Price Index for Industrial Commodities; Drugs, and Pharmaceuticals
         (06-3), published by the United States Department of Commerce.

1.21     Specifications. "Specifications" shall mean the written standards
         established for the characteristics, quality, and quality control
         testing of Substance set forth in Exhibit A.

1.22     Substance. "Substance" shall mean the API supplied by ORGANICS
         hereunder and intended to meet the Specifications set forth in Exhibit
         A hereto and which shall be referred to by ORGANICS as *.

1.23     Synthetic Conjugated Estrogens. "Synthetic Conjugated Estrogens" shall
         mean Conjugated Estrogens of any specification, including, but not
         limited to Substance, manufactured by synthesis from various steroidal
         components and which do not contain any substance or material of equine
         origin.

1.24     Term. "Term" shall refer to the term of this Agreement, as set forth in
         Section 8.1.

1.25     USA. "USA" shall mean the United States of America, its territories and
         possessions, including the District of Columbia. the Commonwealth of
         Puerto Rico, the Virgin Islands, Guam, and all other places under the
         jurisdiction thereof.

1.26     USP. "USP" shall mean the United States Pharmacopoeia, including, but
         not limited to, its supplements, monographs, and general notices and
         requirements.

Article 2.        Supply, Price, Payment

2.1      Supply. Subject to the provisions of Section 3.4 and Articles 4 and 6
         hereof, ORGANICS shall manufacture, or procure the manufacture, and
         supply to ENDEAVOR, and ENDEAVOR shall purchase from ORGANICS,
         ENDEAVOR'S total requirements of Synthetic Conjugated Estrogens APIs
         containing the Delta Component meeting the Specifications and any
         Synthetic Conjugated Estrogens APIs containing the Delta Component with
         substantially similar specifications (i.e. the same active estrogens
         content at the same ratios). ORGANICS shall not prepare for or sell to
         any third party other than Berlex Laboratories (pursuant to Berlex
         Laboratories' rights in force at the execution of this Agreement) a
         Synthetic Conjugated Estrogens API containing the Delta Component.

2.2      Price, Shipping Terms. The prices charged by ORGANICS to ENDEAVOR for
         Substance delivered to ENDEAVOR hereunder shall be as set forth in
         Exhibit C, which prices may be modified or changed each calendar year
         according to the provisions of Section 2.3, set forth hereinbelow.

         The shipping terms reflected on the invoices issued by ORGANICS for
         Substance shipped under this Agreement shall be FOB shipping point.

         * Certain information on this page has been omitted and filed
         separately with the Securities and Exchange Commission. Confidential
         treatment has been requested with respect to the omitted portions.


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2.3      Price Increase.

         (a)      Pursuant to 2.3(b) and 2.3(c) hereof, ORGANICS shall have the
                  right to raise its then current price for Substance twice per
                  calendar year, such adjustments to be effective on January 1
                  and July 1 of the calendar year, provided that ORGANICS first
                  notifies ENDEAVOR in writing of such price increase at least
                  six (6) months prior to the effective date thereof, ORGANICS
                  may, at its option, increase its price pursuant to either
                  2.3(b) or 2.3(c), but not both, for any calendar year.

         (b)      *

         (c)      *

         (d)      Price increases pursuant to Section 2.3(c) hereof shall be
                  subject to audit for twelve (12) months following the end of
                  the year to which they apply, upon notice by ENDEAVOR within
                  such time period. The audit shall be conducted by an
                  independent auditor selected by ENDEAVOR and reasonably
                  acceptable to ORGANICS, who has executed a confidentiality
                  agreement acceptable to ORGANICS. Such auditor shall maintain
                  confidentiality as to the financial information reviewed and
                  shall disclose, in writing to ORGANICS and ENDEAVOR, only the
                  result of its audit as to the calculation of the price
                  increase. The costs of such audit shall be borne by the
                  non-prevailing party.

2.4      Invoices, Payments.

         (a)      For a "Preliminary Period," ENDEAVOR shall make an advance
                  deposit with respect to each purchase order. Each such advance
                  deposit shall be in the amount of fifty percent (50%) of the
                  total amount due for such purchase order and shall be paid to
                  ORGANICS within 10 calendar days of acknowledgement of the
                  purchase order by ORGANICS. Such Preliminary Period shall
                  begin on the effective date of this Agreement and shall
                  continue until ENDEAVOR shall have paid all amounts due
                  (including the advance deposit and remaining amounts) on a
                  timely basis for four (4) years, at which time ORGANICS shall
                  have the option to either: (i) eliminate the advance deposit
                  and accept payment upon shipment; or, (ii) pay interest to
                  ENDEAVOR on all advance deposits at the then effective
                  twenty-six (26) week Treasury Bill rate plus 100 basis points.

         (b)      Invoices issued by ORGANICS with respect to sales of Substance
                  shall be rendered via facsimile promptly after shipment and
                  the amount due on such invoices shall be paid to ORGANICS, in
                  United States currency, within thirty (30) days after the date
                  of invoice for each delivery of Substance accepted by ENDEAVOR
                  under the provisions of Section 4.7 of this Agreement. All
                  payments of advance deposits and of invoices shall be made via
                  electronic bank wire transfer to the account of ORGANICS as
                  specified by ORGANICS by written notice to ENDEAVOR.

         (c)      In the event ENDEAVOR shall, with respect to any delivery
                  hereunder, fail to make payment of the total amount due with
                  respect to the invoice relating to such delivery within thirty
                  (30) days after the date of such invoice, and shall fail to
                  remedy such default within five (5) business days after
                  receipt of written or facsimile notice of same from ORGANICS
                  ORGANICS may suspend its obligations hereunder until payment
                  for such delivery has been made and any such suspension shall
                  not constitute a breach of this Agreement, and/or may exercise
                  any other rights it may possess, either at law or in equity,
                  and/or may terminate this Agreement in accordance with Article
                  8 of this

                  * Certain information on this page has been omitted and filed
                  separately with the Securities and Exchange Commission.
                  Confidential treatment has been requested with respect to the
                  omitted portions.


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                  Agreement; and/or, if such failure by ENDEAVOR shall occur
                  after the expiration of the Preliminary Period, ORGANICS may,
                  by notice to ENDEAVOR, re-impose therequirements of Section
                  2.4(a) for a period which shall begin forthwith and continue
                  until ENDEAVOR shall have paid all amounts due on a timely
                  basis for four (4) years.

         (d)      If ENDEAVOR shall pay ORGANICS fifty percent (50%) of the
                  amount due with respect to any purchase order as an advance
                  deposit as described in Section 2.4(a) hereof and the
                  remaining amount due net of applicable discount with respect
                  to such purchase order prior to the date of shipment specified
                  in the acknowledgment of such purchase order, ORGANICS shall
                  grant a discount of two percent (2%) with respect to the
                  entire amount due with respect to such purchase order.

Article 3.        Restrictions on Use Compliance

3.1      Restrictions on Use. ENDEAVOR agrees that: (a) it will nor use/or
         permit the use of, Substance supplied by ORGANICS for the manufacture
         of any finished drug products indicated for contraception, fertility
         control, or abortive use without the written permission of ORGANICS;
         (b) it will not sell or otherwise transfer any amount of Substance
         supplied by ORGANICS to any third party without the written permission
         of ORGANICS, except a transfer of Substance to a Contract Manufacturer
         who processes such Substance into Product for ENDEAVOR under ENDEAVOR'S
         NDA or tests to determine conformity to Specifications herein; (c) it
         will use or allow the use of Substance only for the development,
         manufacture, distribution and sale of Product; and, (d) during the term
         of this Agreement and for a period of ten (10) years following
         termination of this Agreement, it will not conduct any reverse
         engineering of Substance or cause or allow such reverse engineering to
         be conducted by others on ENDEAVOR'S behalf. For purposes of this
         Section, "reverse engineering" shall mean the use of Substance or
         ORGANICS' Confidential Information to (i) develop, or (ii) analyze for
         the purpose of developing, an API to replace Substance.

3.2      Compliance. ORGANICS agrees to promptly notify ENDEAVOR of all issues
         of which ORGANICS is aware which, as defined by applicable GMPs and
         other FDA requirements, may impact the regulatory status of Product,
         including but not limited to: (a) changes in ORGANICS' supplier(s) of
         steroids; (b) changes in the Substance manufacturing process; (c)
         changes in ORGANICS' manufacturing equipment; (d) manufacturing site
         changes; (e) changes in Substance specifications and/or test methods;
         and, (f) any Substance stability failures.

         ORGANICS further agrees, prior to amending any ORGANICS DMF that is
         referenced or contained in ENDEAVOR'S NDA, to provide reasonable
         advance written notice to ENDEAVOR, such that: (a) if such DMF
         amendment will require a supplement and/or amendment to the NDA that is
         subject to an FDA thirty (30) day notification period, then ORGANICS
         will provide no less than ninety (90) days' notice; (b) if such DMF
         amendment will require a supplement and/or amendment to the NDA that is
         subject to prior approval by FDA, then ORGANICS will provide sufficient
         notice to allow ENDEAVOR to obtain such prior approval.

         ENDEAVOR agrees to promptly notify ORGANICS, either itself or through
         its supplier of Delta, of all issues which, as defined by applicable
         GMPs and other FDA requirements, may impact the regulatory status of
         Substance, including but not limited to: (a) changes in the Delta
         manufacturing process; (b) changes in Delta manufacturing equipment;
         (c) manufacturing site


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         changes; (d) changes in Delta specifications and/or test methods; and,
         (e) any Delta stability failures.

         The parties recognize that the extent to which GMPs are applicable to
         the production, storage and/or use of Substance and/or Product has
         evolved over time and continues to evolve as FDA modifies its positions
         on such applicability. With respect to Substance manufactured and/or
         delivered by ORGANICS to ENDEAVOR pursuant to this Agreement, the
         parties agree that compliance with GMPs will refer to those GMPs which
         are applicable to the manufacture of Substance, to be determined on a
         Batch-by-Batch basis as of the date of final quality control release by
         ORGANICS of each Batch. In the event of a dispute between the parties
         as to the applicability of GMPs, the decision of a mutually acceptable
         expert in GMP compliance, having signed a confidentiality agreement
         acceptable to ORGANICS, will be sought and shall be binding on the
         parties. The costs of the expert shall be borne by the non-prevailing
         party.

3.3      Alternative Source of Supply. ORGANICS shall use reasonable commercial
         efforts to identify a third party to act as an alternative source of
         supply for Substance to be provided hereunder to ENDEAVOR. Such third
         party shall be reasonably acceptable to and qualified by ENDEAVOR and
         shall supply Substance to ORGANICS and shall be subject to ORGANICS'
         quality assurance procedures. In such event, ORGANICS shall be under
         the same obligation as to pricing, quantities, quality, time
         constraints and other related supply matters as are provided herein for
         ORGANICS and ORGANICS shall guarantee performance of such third party.

3.4      Exclusive Sale. ORGANICS agrees that, subject to the provisions of
         Section 2.1 hereinabove, so long as ENDEAVOR is not in default pursuant
         to the terms and provisions of this Agreement and complies with the
         minimum annual purchases and/or fees provisions of Section 4.4
         hereinbelow, ORGANICS will not sell Synthetic Conjugated Estrogens APIs
         containing the Delta Component to any third party. In the event of a
         breach of this Agreement by ENDEAVOR which is not cured within the
         applicable time period specified in Section 8.2(a), or a failure by
         ENDEAVOR to comply with the minimum annual purchases and/or fees
         provisions set forth hereinafter in Section 4.4, then this provision of
         exclusivity shall no longer be applicable and ORGANICS, at its sole
         option, shall be free to sell or transfer Synthetic Conjugated
         Estrogens APIs containing the Delta Component to third parties for any
         use, without restriction and without affecting either party's remaining
         obligations hereunder, provided, however that, subject to the
         provisions of Section 2.1, ORGANICS shall not sell Synthetic Conjugated
         Estrogens containing the Delta Component to any third party for use or
         inclusion in any product intended to be filed as, or filed as, an
         Abbreviated New Drug Application referencing an ENDEAVOR Product NDA.

         In the event that ENDEAVOR provides notice to ORGANICS of its intention
         to terminate this Agreement under the provisions of Section 8.1 of this
         Agreement, upon receipt of such notice, ORGANICS shall have the
         irrevocable right to elect to seek out and develop markets for
         Synthetic Conjugated Estrogens APIs containing the Delta Component, and
         shall, for the last twelve (12) months of the period specified in
         Section 8.1 hereof, have the irrevocable right to sell Synthetic
         Conjugated Estrogens APIs containing the Delta Component to any third
         party for any use without restriction, which act(s) shall nor be deemed
         to be in breach or violation of this Agreement including, but not
         limited to, the first paragraph of this Section 3.4.

3.5      Other Estrogen Products. In the event ENDEAVOR decides to market any
         Estrogen Sulfate finished drug product other than Product, ENDEAVOR
         agrees to promptly notify ORGANICS thereof, and, within thirty (30)
         days of ENDEAVOR's notice, to give ORGANICS the opportunity to submit
         its bid for supplying the relevant APIs. In connection therewith,


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3.6      ENDEAVOR agrees to promptly furnish ORGANICS with all relevant
         information in order to enable ORGANICS to submit said bid.

Article 4.        Orders, Shipment, Acceptance

4.1      Forecasts. Commitments, Purchase Orders. Subject to Section 4.2
         hereinbelow, on the quarterly schedule described in this Section 4.1,
         ENDEAVOR shall submit to ORGANICS its written forecasts of the
         quantities of Substance which ENDEAVOR expects to purchase in each of
         eight (8) consecutive Contract Quarters (hereinafter, cumulatively,
         "Planning Period"). The Forecast for the first of the eight ( 8 )
         Contract Quarters in any such Planning Period shall be deemed a firm
         commitment for which ENDEAVOR shall, subject to the provisions of
         Section 2.4, submit its purchase order(s) to ORGANICS; forecasts for
         the following seven (7) Contract Quarters in said Planning Period shall
         be considered as good faith estimates only, and shall not be binding on
         the parties. Each such quarterly submission shall update and revise
         previous Forecasts. ORGANICS shall notify ENDEAVOR promptly after
         receiving such forecasts and firm Commitments whether it anticipates an
         inability to supply the quantities of Substance specified in such
         forecasts and firm commitments.

         On a date which shall not be more than sixty (60) days in advance of
         the date on which purchase orders must be submitted, ORGANICS agrees to
         provide advance notice by facsimile to ENDEAVOR confirming the date by
         which ENDEAVOR'S forecasts and purchase orders are to be submitted to
         ORGANICS. ORGANICS further agrees to adjust said submission date as
         necessary to allow ENDEAVOR reasonable time to incorporate price
         increases, if any, in its purchase orders, as provided in Section 2.3
         of this Agreement. Unless so adjusted by ORGANICS, each such advance
         notice shall request that ENDEAVOR's forecast and its corresponding
         purchase order(s) be submitted at least one hundred ninety-five (195)
         days prior to the beginning of the Planning Period such that: (a) the
         forecast for the Planning Period beginning in January of any calendar
         year shall be submitted to ORGANICS by June 15th of the previous
         calendar year; (b) the forecast for the Planning Period beginning in
         April of any calendar year shall be submitted to ORGANICS by September
         15th of the previous calendar year; (c) the forecast for the Planning
         Period beginning in July of any calendar year shall be submitted to
         ORGANICS by December 15th of the previous calendar year; and (d) the
         forecast for the Planning Period beginning in October of any calendar
         year shall be submitted to ORGANICS by March 15th of that calendar
         year.

         ENDEAVOR agrees to forecast and order Substance in * increment
         quantities. ORGANICS agrees to accommodate ENDEAVOR'S requirements for
         Substance for each Contract Quarter, subject to the provisions set out
         in Section 4.2 hereinbelow and subject to the provisions of Article 6
         herein including, but not limited to, the timely receipt of Delta from
         ENDEAVOR. Upon receipt of ENDEAVOR'S purchase orders, which shall
         specify shipment dates not less than one hundred ninety-five (195) days
         nor more than two hundred eighty-five (285) days from the date of such
         purchase order, and any advance deposit required pursuant to Section
         2.4, ORGANICS shall place said purchase orders in its production
         schedule and set dates for shipment. These shipment dates shall be as
         close as reasonably possible to ENDEAVOR'S desired shipment dates. The
         acknowledgment of the purchase order shall be confirmed by ORGANICS in
         writing to ENDEAVOR.

4.2      Quantities. The total quantities of Substance ordered for delivery
         during any Contract Quarter shall be at least the quantity which
         ENDEAVOR committed to in its firm commitment. In the event that
         ENDEAVOR orders quantities of Substance which exceed by more than * the
         quantity

         * Certain information on this page has been omitted and filed
         separately with the Securities and Exchange Commission. Confidential
         treatment has been requested with respect to the omitted portions.


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         forecasted in its firm commitment, ORGANICS shall have an additional *
         days to manufacture and ship such excess quantities.

4.3      Cancellation Policy. Notwithstanding the force majeure provisions of
         Section 10.1 hereinbelow, ENDEAVOR agrees that any purchase order
         issued to ORGANICS for Substance under this Agreement and acknowledged
         by ORGANICS in writing shall be deemed irrevocable. Accordingly, in the
         event that, for any reason unrelated to ORGANICS' ability to supply
         against such purchase order, ENDEAVOR requests cancellation of an
         acknowledged purchase order before manufacturing has begun, ORGANICS
         may, at its sole discretion, allow cancellation and assess ENDEAVOR a
         Cancellation fee in the amount of fifty percent (50%) of the invoice
         amount of the order, which fee shall be due and payable within thirty
         (30) days of the originally scheduled shipment date. If an advance
         deposit has been received with respect to such order, such advance
         deposit shall be treated as the cancellation fee. In the event that
         ENDEAVOR, subject to the provisions of Section 4.1, issues a new
         purchase order requesting delivery of an equal or greater amount of
         Substance within twelve (12) months of the originally scheduled
         shipment date, the full amount of the cancellation fee paid by ENDEAVOR
         shall be applied by ORGANICS toward payment of the invoice for the new
         order at the then applicable price. However, if no such shipment has
         been made within twelve (12) months following the originally scheduled
         shipment date of a canceled purchase order, provided that such failure
         is not due to any fault or failure of ORGANICS, the cancellation fee
         shall be deemed to be forfeited. In no case shall ENDEAVOR be permitted
         to cancel an acknowledged purchase order after manufacturing has begun.

4.4      Minimum Annual Purchases or Fees. Subject to the provisions of this
         Article 4, ENDEAVOR agrees that in each calendar year, beginning with
         calendar year 2000, it shall issue purchase orders for Substance to
         ORGANICS and/or shall remit the difference between the value of its
         purchase orders for the calendar year at the then current price and a
         minimum annual fee to be invoiced by ORGANICS such that: (a) for
         calendar year 2001, ENDEAVOR shall have taken delivery of a minimum of
         * of Substance or paid ORGANICS *; (b) for each of the calendar years
         2002 and 2003, ENDEAVOR shall have taken delivery of a minimum of * of
         Substance or paid ORGANICS the difference between the value of the
         actual quantity delivered in the calendar year and *; (c) for each of
         the calendar years 2004 and 2005, ENDEAVOR shall have taken delivery of
         a minimum of * of Substance or paid ORGANICS the difference between the
         value of the actual quantity delivered in the calendar year and *; (d)
         for calendar year 2006, ENDEAVOR shall have taken delivery of a minimum
         of * of Substance or paid ORGANICS the difference between the value of
         the actual quantity delivered in the calendar year and *; and, (e) for
         each calendar year beginning with calendar year 2007, ENDEAVOR shall
         have taken delivery of * or * of the previous calendar year's
         deliveries of Substance, in kilograms, whichever is the greater
         quantity.

         In the event that ENDEAVOR fails to take delivery of said minimum
         annual quantities and/or to remit said minimum fees, provided that such
         failure is not due to any fault or failure to supply by ORGANICS
         (including (i) ORGANICS' failure to deliver * of the quantity of
         Substance ordered pursuant to Section 4.5 below, or (ii) Substance that
         is appropriately rejected pursuant to Sections 4.7 and 4.8 below),
         then, as ORGANICS' exclusive remedy, the provision of exclusivity
         described in the first paragraph of Section 3.4 hereinabove shall no
         longer be applicable and ORGANICS, at its sole option, shall be free to
         sell or transfer Synthetic Conjugated Estrogens APIs containing the
         Delta Component, except as provided for in the first paragraph or
         Section 3.4, to any other party for any use without restriction and
         without affecting the remaining obligations hereunder.

         * Certain information on this page has been omitted and filed
         separately with the Securities and Exchange Commission. Confidential
         treatment has been requested with respect to the omitted portions.


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4.5      Delivery, Shipment. ORGANICS agrees that, in executing purchase orders
         for Substance from ENDEAVOR, it will follow any reasonable
         specifications as to common carrier and shipping specifications. Actual
         delivery date shall be within ten (10) days of the confirmed and
         acknowledged delivery date. ORGANICS shall be deemed to have delivered
         adequate and appropriate quantity against ENDEAVOR'S purchase order if
         the quantity delivered is within ten percent (10%) of the quantity
         ordered.

4.6      Title Loss. In all sales of Substance, legal title and risk of loss
         shall pass from ORGANICS to ENDEAVOR at the point of delivery to a
         common carrier.

4.7      Samples, Acceptance, Rejection. ORGANICS shall not, except with
         ENDEAVOR'S express consent in writing, fulfill any orders placed by
         ENDEAVOR by shipping or delivering Substance without an accompanying
         certificate of analysis. Upon receipt of any shipment of Substance,
         ENDEAVOR shall determine if the specific delivery of Substance conforms
         to Specifications at the time of delivery, and shall notify ORGANICS of
         any analytical determination using validated methodology indicating
         failure to conform.

         If any shipment fails to conform to Specifications, ENDEAVOR shall
         promptly, but no later than twenty (20) business days after receipt of
         the specific de1ivery, notify ORGANICS that the shipment has failed to
         conform to Specifications; failure to notify ORGANICS within this
         period and/or proceeding with the manufacture of Product shall be
         deemed to be acceptance by ENDEAVOR of the shipment. ENDEAVOR's
         acceptance does not waive warranties. In the event that ENDEAVOR
         notifies ORGANICS of the rejection of any specific shipment of
         Substance, ENDEAVOR shall handle and store such Substance according to
         label requirements until ORGANICS has responded to the notice.
         ORGANICS, within thirty (30) days of receipt of the notice, may elect
         to have an agent inspect a sample of the rejected material, either at
         ENDEAVOR'S facility or at ORGANICS' facility. If there is any dispute
         between the parties, as to the acceptance or rejection of a shipment of
         Substance, such dispute shall be promptly resolved by having an
         ORGANICS' representative observe the performance of the inspection or
         analytical testing of the rejected material by ENDEAVOR, and should
         such dispute remain unresolved, by having a representative of ENDEAVOR
         observe the performance of the inspection or analytical testing by
         ORGANICS of ORGANICS' retained sample of the relevant Batch of
         Substance. If the discrepancy in observations or results cannot be
         resolved, then the inspection or testing shall be promptly performed on
         ORGANICS' retained sample, using ORGANICS' analytical methodology, by a
         mutually acceptable, qualified third party, having signed a
         confidentiality agreement acceptable to ORGANICS, who will resolve such
         dispute and such resolution shall be binding on both panics. In the
         event the third party's testing demonstrates that ENDEAVOR'S rejected
         material is out of Specification and ORGANICS' retained sample is
         within Specification, the parties agree to cooperate in good faith and
         establish a joint investigation team to determine the cause of the
         differing sample results. The investigation team will issue a report
         determining the cause of such discrepancy. The costs of the third party
         inspection or testing shall be done by the non-prevailing party.

4.8      Replacement. Subject to the provisions contained in Sections 4.7 and
         9.l(a) herein, rejected Substance shall be returned to the site
         designated by ORGANICS at ORGANICS' expense. The risk of loss for such
         returned Substance shall pass at the point of delivery to a common
         carrier and shall be borne by ORGANICS, provided that ENDEAVOR shall
         have given ORGANICS ten (10) days advance written notice of such
         return. ORGANICS shall, if it is responsible for non-compliance, use
         reasonable best efforts to replace any delivery of Substance rejected
         by ENDEAVOR as quickly as commercially practicable but in no event
         longer than two hundred


                                      -9-
<PAGE>

         forty (240) days, or refund any amounts paid by ENDEAVOR with respect
         to such shipment, at ENDEAVOR'S option.

4.9      Stability, Record Keeping, Inspection, etc. ORGANICS will: (a) select
         and retain samples of each Batch of Substance supplied hereunder and
         conduct an ongoing stability program in accordance with the provisions
         of the GMPs For APIs and ORGANICS' DMF (or any stability protocol
         mutually agreed to by the parties), and initiate and maintain all
         legally required documents and records including, without limitation,
         Batch and Lot production, and quality control and stability records
         capable of providing a complete and detailed manufacturing history,
         including the ability to trace all materials used by ORGANICS in the
         manufacture of Substance to their specific source by manufacturer's
         Batch or Lot control number, for such periods as are required by FDA;
         (b) conduct ongoing quality control and stability testing as provided
         in the applicable protocol and maintain such records; (c) furnish
         ENDEAVOR with copies of all Substance stability resting records at
         ENDEAVOR'S request; (d) at ENDEAVOR's option and upon reasonable notice
         to ORGANICS allow: (i) one (1) or more of ENDEAVOR's quality assurance
         employees or representatives to observe and inspect the non-proprietary
         manufacturing, packaging, testing, stability, and quality control
         facilities, records, and/or systems of ORGANICS which relate to
         Substance supplied hereunder for the purpose of determining compliance
         with the relevant GMPs; and (ii) a mutually acceptable, qualified third
         party chosen by ORGANICS and agreed to by ENDEAVOR, such agreement not
         to be unreasonably withheld, and who has signed a confidentiality
         agreement acceptable to ORGANICS, to inspect proprietary processes of
         ORGANICS which relate to Substance manufacturing by ORGANICS to
         determine compliance with the relevant GMPs, such inspection to be
         followed by an inspection by ENDEAVOR'S quality assurance personnel,
         having signed a confidentiality agreement acceptable to ORGANICS, only
         in the event that the third party finds critical defects and ORGANICS
         disagrees with such third party that remedial action is necessary, or
         disagrees with such third party as to whether or not the defect has
         been corrected (e) promptly inform ENDEAVOR of any actual or threatened
         legal or regulatory action or any actual inspection by FDA of ORGANICS'
         facilities or operations relating to Substance; and, (f) store, ship
         and dispose of all wastes generated as a result of its manufacture of
         Substance in accordance with all applicable laws and regulations.
         ENDEAVOR agrees that the results and observations made during any
         audits of ORGANICS conducted by or on behalf of ENDEAVOR in accordance
         with this Agreement are subject to the confidentiality provisions in
         Article 7 of this Agreement and will be supplied to ORGANICS in written
         form within sixty (60) days after such audit is completed.

4.10     Recall Procedure, Adverse Event Reporting, etc. IF ORGANICS learns of
         any information that might give rise to a recall or market withdrawal
         of Substance, then ORGANICS shall promptly provide notice thereof to
         ENDEAVOR. With respect to Product manufactured from Substance, any
         recall or market withdrawal shall be initiated at ENDEAVOR'S sole
         discretion, and ENDEAVOR shall be responsible for, and shall conduct,
         all interaction with FDA and other governmental authorities. To the
         extent possible under the circumstances, ENDEAVOR will inform ORGANICS
         simultaneous with informing FDA concerning any recall or market
         withdrawal of Product involving Substance. ORGANICS agrees to
         reasonably cooperate with ENDEAVOR in connection with any interactions
         or dealings with FDA, and to use reasonable best efforts to replace any
         Substance used in Product which has been recalled or withdrawn from the
         market due to a defect in such Substance, provided that such defect has
         been caused by ORGANICS' breach of its obligations under this
         Agreement, as soon as commercially practicable but not to exceed two
         hundred forty (240) days from written notification of ENDEAVOR's
         request for replacement.


                                      -10-
<PAGE>

Article 5.        Specifications, DMF, NDA Filing

5.1      Specifications. ORGANICS shall manufacture and supply Substance in
         accordance with the Specifications. The parties agree that neither
         party shall change the Specifications without the express written
         agreement of the other party. The parties further agree that if
         compendial or FDA requirements are changed and such changes require
         that the Specifications be modified to meet such changed compendial or
         FDA requirements, then the parties shall reasonably cooperate with each
         other to accomplish such modification with minimum disruption to the
         business interests of both parties. In the event that such
         modifications are required, ORGANICS shall: (a) follow the new
         requirements as soon as feasible with reasonable efforts; and, (b)
         except if otherwise agreed by the parties, provide ENDEAVOR the option
         to cancel, subject to the provisions of Section 4.3 of this Agreement,
         any purchase orders for Substance which are scheduled far manufacturing
         according to the previously relevant Specifications.

         Notwithstanding the provisions of Section 10.1 hereinbelow, ENDEAVOR
         shall purchase all such quantities of Substance meeting the previously
         relevant Specifications as ORGANICS has already started to produce, in
         whichever stage such production may be, according to ENDEAVOR'S firm
         orders; provided, however, if ENDEAVOR cannot use the Substance being
         produced, ORGANICS agrees to consult with ENDEAVOR and use commercially
         reasonable efforts to minimize costs to ENDEAVOR by taking actions to
         reduce ORGANICS' costs and pass any resulting savings on to ENDEAVOR.

5.2      DMF. ENDEAVOR expressly agrees that the manufacturing and control
         procedures and technology used by ORGANICS to manufacture Substance
         are, and shall remain, the property of ORGANICS, and are part of one or
         more ORGANICS' DMFs which are, and shall remain, the property of
         ORGANICS. ORGANICS agrees that so long as ENDEAVOR remains in
         compliance with the terms of this Agreement and so long as this
         Agreement remains in full force and effect, it will allow ENDEAVOR to
         reference the above mentioned DMFs for incorporation by reference of
         such parts thereof as may be required into ENDEAVOR'S NDA(s) for all
         Product derived from Substance under this Agreement. If this Agreement
         terminates in accordance with Article 8 hereof, ENDEAVOR may refer to
         such DMFs for a reasonable time, which shall not be less than the time
         required to sell sufficient Product to use inventory of Substance,
         provided it gives ORGANICS notice thereof.

Article 6.        Delta

6.1      ENDEAVOR Supply Obligations. ENDEAVOR shall supply sufficient
         quantities of Delta which meets the Delta Specifications and which is
         appropriate for use in manufacturing Substance to ORGANICS one hundred
         twenty (120) days in advance of the acknowledged shipment date of its
         purchase order(s). Accompanying each shipment of Delta, ENDEAVOR shall
         supply a certificate of analysis and shall advise ORGANICS of the value
         of such Delta for ORGANICS' use under Section 6.5. In the event
         ENDEAVOR fails to supply sufficient Delta in a timely manner, such
         failure shall relieve ORGANICS of its obligation(s) to supply hereunder
         to the extent of such failure.

6.2      Specifications for Delta. The parties agree that neither party shall
         change the Delta Specifications without the express written agreement
         of the other party.

6.3      Title; Risk of Loss. ENDEAVOR shall not charge, bill, or invoice
         ORGANICS for Delta when ORGANICS uses such Delta for compliance testing
         or in the manufacture of Substance. Legal


                                      -11-
<PAGE>

         title to Delta shall remain with ENDEAVOR while such Delta is in the
         possession or control of ORGANICS only until such time as the Delta is
         incorporated into ORGANICS' manufacturing process. Once incorporated
         into such process, legal title shall pass to ORGANICS. Should any
         Substance be rejected by ENDEAVOR subject to the provisions of Section
         4.7, then ORGANICS shall be responsible for the value of the Delta
         which value shall be the amount paid by ENDEAVOR to its supplier for
         the relevant receipt(s) of Delta.

6.4      Use of Delta. ORGANICS may not use Delta for any purpose other than
         production of Substance for ENDEAVOR, which production shall include
         reasonable analysis and testing of Delta as necessary to: (a) comply
         with applicable government regulations, including GMPs; and, (b)
         control or improve its synthesis or processing of Substance. ORGANICS
         may not assign or deliver possession of Delta to any third party except
         small quantities to recognized testing laboratories without ENDEAVOR'S
         prior consent.

6.5      Insurance. The value of the Delta for insurance purposes shall be the
         amount set forth in Exhibit D unless and until ORGANICS shall be
         advised otherwise by ENDEAVOR pursuant to Section 6.1. ORGANICS shall
         be responsible to maintain property insurance coverage to protect the
         replacement value of Delta on a special perils basis, subject to a
         $1,000 deductible, on the inventory that is in its care, custody and
         control. In the event of destruction, loss, or damage then ORGANICS'
         liability to ENDEAVOR shall be limited to the lesser of the amount paid
         by ENDEAVOR to its supplier for such Delta or the amount set forth in
         Exhibit D.

Article 7.        Confidentiality

7.1      Confidential Information. It is acknowledged that the implementation of
         this Agreement, as well as the operations of the parties prior to
         execution of this Agreement will result and has resulted, in a
         continuous exchange of information and data as a result of which each
         of the companies will and has become more knowledgeable about the
         business and operations of the other as well as knowledgeable as to
         many material aspects involved in the manufacture and production of
         Substance, Product, product research and development, and Conjugated
         Estrogens and its finished products. Such information and data is
         herein referred to as "Confidential Information." In order to protect
         the business interests, trade secrets, and all areas deemed
         confidential by both parties hereto, the parties warrant and represent
         that they have kept and maintained as confidential, and agree in the
         future to so keep and maintain each other's Confidential Information,
         and agree as follows:

         (a)      ENDEAVOR expressly agrees that all data, information and
                  knowledge received by ENDEAVOR from ORGANICS relative to the
                  business, operations, customers, sales, distribution, or
                  suppliers, and/or to the manufacture, formulation or
                  production of Conjugated Estrogens and/or other Estrogen
                  Sulfates, whether Substance or other APIs, shall be deemed the
                  Confidential Information of ORGANICS. Such Confidential
                  Information of ORGANICS shall include that specifically
                  revealed to ENDEAVOR by ORGANICS, as well as that acquired by
                  ENDEAVOR through its observations, investigations and
                  activities within the facilities of ORGANICS and also that
                  acquired by ENDEAVOR from its patent counsel regarding
                  ORGANICS' process for the synthesis of Substance. ENDEAVOR
                  shall not disclose any Confidential Information of ORGANICS to
                  any third party, nor shall ENDEAVOR use the Confidential
                  Information of ORGANICS except for purposes provided for in
                  this Agreement, or necessary to carry out the provisions of
                  this Agreement. Specifically, all intellectual property,
                  whether patented or not, trade secrets and know-how on the
                  structure and formulation of


                                      -12-
<PAGE>

                  Substance and/or any other Estrogen Sulfate API, all items
                  which contribute to the formulation of the key intermediates
                  which are used to manufacture Substance, the stability
                  thereof, techniques, evaluations, the formulations and related
                  methods, know-how, data, design, formulas, compositions,
                  specifications, compounds, materials, processes, discoveries,
                  equipment, machines, inventions, trade secrets, methods,
                  steps, procedures and/or computer programs related to the
                  technology or methodology involved in the development,
                  manufacture or production of Substance or other Estrogen
                  Sulfate APIs, disclosed to ENDEAVOR by ORGANICS are and shall
                  remain the property of ORGANICS and shall be deemed
                  Confidential Information of ORGANICS as herein defined.

         (b)      ORGANICS expressly agrees that all data information and
                  knowledge received by ORGANICS from ENDEAVOR relative to the
                  business, operations, customers, sales, distribution, or
                  suppliers, and/or to the manufacture, formulation or
                  production of its Products, whether utilizing Substance or
                  other APIs, shall be deemed the Confidential Information of
                  ENDEAVOR. Such Confidential Information of ENDEAVOR shall
                  include that specifically revealed to ORGANICS by ENDEAVOR, as
                  well as that acquired by ORGANICS through its observations,
                  investigations and activities within the facilities of
                  ENDEAVOR and also that acquired by ORGANICS or ORGANICS' legal
                  counsel regarding ENDEAVOR'S intellectual property. ORGANICS
                  shall not disclose any Confidential Information of ENDEAVOR to
                  any third party, nor shall ORGANICS use the Confidential
                  Information of ENDEAVOR except for purposes provided for in
                  this Agreement, or necessary to carry out the provisions of
                  this Agreement. Specifically, all intellectual property,
                  whether patented or not, trade secrets, and know-how relating
                  to the Products, Products' API, research and development
                  projects relating to new products, the stability thereof,
                  techniques, evaluations, the formulations and related methods,
                  know-how, data, design, formulas, compositions,
                  specifications, compounds, materials, processes, discoveries,
                  equipment, machines, inventions, trade secrets, methods,
                  steps, procedures and/or computer programs related to the
                  technology or methodology involved in the development,
                  manufacture or production of Products or research and
                  development projects relating to new products, disclosed to
                  ORGANICS by ENDEAVOR are and shall remain the property of
                  ENDEAVOR and shall be deemed Confidential Information of
                  ENDEAVOR as herein defined.

7.2      Obligation of Confidentiality. The obligation of confidentiality
         imposed by this Article 7 shall not apply to information which the
         receiving party can show in writing: (a) was in its possession prior to
         receipt from the disclosing party; (b) is now or hereafter comes into
         the public domain through no fault or the receiving party; (c) is
         acquired from a third party who is not obligated under an agreement of
         confidentiality to the disclosing party; (d) was subsequently developed
         independent of the disclosure; or (e) is required by law or regulations
         of federal or state governmental agencies to be disclosed.

         At the conclusion of this Agreement, by termination, expiration or
         otherwise, each party agrees to return forthwith all Confidential
         Information, including documents and computer files, and all copies
         thereof, disclosed by each party to the other except as required to be
         maintained by applicable governmental regulations, in which case the
         party so retaining such Confidential Information shall retain it only
         for the purposes so required by such governmental regulations. This
         confidentiality obligation shall survive the termination or expiration
         of this Agreement for any reason for a period of ten (10) years from
         the effective date thereof, or so long as the information continues to
         be deemed confidential by the original discloser, whichever is longer.
         The determination that the information continues to be deemed
         confidential shall be the sole


                                      -13-
<PAGE>

         prerogative of the original disclosing party, which shall be set forth
         in a written response to the receiving party upon written request by
         said party. The receiving party agrees to limit disclosure of the
         information imparted by the disclosing party to only those of its
         officers, agents and representatives as are necessary to carry out the
         purposes of this Agreement, and only to the extent reasonably necessary
         in accordance therewith, and, in each such instance, the receiving
         party shall require said individual(s) or companies to execute a
         confidentiality agreement requiring the same degree of confidentiality
         undertaken by this Article 7.

Article 8.        Term, Termination, Survival

8.1      Term. The Term of this Agreement shall commence on the later of the
         execution dates set forth at the end of this Agreement and shall
         continue in effect until terminated by one of the parties by providing
         written notice of such termination to the other party in accordance
         with this Article 8. Either party may terminate this Agreement without
         cause by notifying the other party of its intention to terminate
         thirty-six (36) months in advance of the effective date of said
         termination, provided, however, that neither party shall provide such
         notice prior to the seventh (7th) anniversary of the date of this
         Agreement.

8.2      Termination by ORGANICS. ORGANICS shall have the right to terminate
         this Agreement upon written notice to ENDEAVOR if any of the following
         events occur:

         (a)      Material default shall be made by ENDEAVOR in the due
                  observance or performance of any warranty, covenant or
                  agreement of ENDEAVOR hereunder, and such default shall not
                  have been cured (i) in the event of non-payment by ENDEAVOR
                  within five ( 5 ) business days after receipt of written or
                  Facsimile notice thereof from ORGANICS and (ii) other than
                  that due to force majeure as outlined in Section 10.1 of this
                  Agreement, in all other events within sixty (60) days after
                  receipt of written notice thereof from ORGANICS. Provided that
                  written or facsimile notice has been given, in the event of
                  non-payment or a default in the performance of Section 9.8.
                  ORGANICS may, at its sole discretion, delay shipment and/or
                  cancel any or all existing acknowledged purchase orders and
                  refuse to accept new orders, which actions shall not
                  constitute a breach of this agreement by ORGANICS. Anything in
                  this Section 8.2(a) to the contrary notwithstanding, ORGANICS
                  may terminate this agreement immediately, upon written notice,
                  in the event of a default by ENDEAVOR in the performance of
                  Section 9.8.

         (b)      ENDEAVOR is declared insolvent or bankrupt by any court of
                  competent jurisdiction, or a voluntary petition of bankruptcy
                  or the equivalent thereof is filed in any court of competent
                  jurisdiction by ENDEAVOR, or an, involuntary petition of
                  bankruptcy (or the equivalent thereof) is filed in any court
                  of competent jurisdiction against ENDEAVOR, and within
                  forty-five (45) days thereafter shall not have been dismissed
                  or stayed (or in the event of any such stay, such stay shall
                  not thereafter have been set aside within forty-five (45)
                  days).

         (c)      ENDEAVOR makes or executes an assignment for the benefit of
                  creditors or the equivalent.

         (d)      ENDEAVOR violates its obligations under Section 3.1 of this
                  Agreement.

         (e)      ENDEAVOR fails to file an NDA application for Product by
                  December 31,2002, such application is not approved by December
                  31,2004, ENDEAVOR fails to begin marketing


                                      -14-
<PAGE>

                  of a Product by June 30, 2005, ENDEAVOR withdraws its NDA
                  application for all Products, or ENDEAVOR fails to place a
                  purchase order with ORGANICS for Product during any eighteen
                  (18) month period.

8.3      Termination by ENDEAVOR. ENDEAVOR shall have the right to terminate
         this Agreement upon written notice to ORGANICS if any of the following
         events occurs:

         (a)      Material default shall be made by ORGANICS in the due
                  observance or performance of any warranty, covenant or
                  agreement of ORGANICS hereunder, other than that due to force
                  majeure as outlined in Section 10.1 of this Agreement. and
                  such default shall not have been cured within sixty (60) days
                  after receipt of written notice thereof from ENDEAVOR. The
                  parties agree that ORGANICS shall not be considered to be in
                  material default for failing to supply Substance to ENDEAVOR
                  if the DMF for Delta is deficient and such deficiency is the
                  cause of the default.

         (b)      ORGANICS is declared insolvent or bankrupt by any court of
                  competent jurisdiction, or a voluntary petition of bankruptcy
                  or the equivalent thereof is filed in any court of competent
                  jurisdiction by ORGANICS, or an involuntary petition of
                  bankruptcy (or the equivalent thereof) is filed in any court
                  of competent jurisdiction against ORGANICS, and within
                  forty-five (45) days thereafter shall not have been dismissed
                  or stayed (or in the event of any such stay, such stay shall
                  not thereafter have been set aside within forty-five (45)
                  days).

         (c)      ORGANICS makes or executes an assignment for the benefit of
                  creditors or the equivalent.

8.4      Effect of Termination, Survival. The termination of this Agreement by
         either party pursuant to this Article 8 shall not bar the party
         terminating the Agreement from pursuing any and all of its other legal
         and equitable remedies against the other party including, without
         limitation, monetary damages for breach of contract. Such termination
         shall not release either party from any obligations hereunder, nor
         shall it affect the various representations, warranties, and agreements
         provided in Articles 9 and 10, inter alia, which are intended and shall
         be deemed to survive such termination.

8.5      Negotiation and Mediation Prior to Termination in Certain Cases. Prior
         to the service of notice of termination by ORGANICS for any reason
         other than non-payment by ENDEAVOR or termination based upon Sections
         8.2(b), 8.2(c) or 9.8 hereof, and prior to the service of notice of
         termination by ENDEAVOR for any reason other than termination based
         upon Section 8.3(b) or (c) hereof, the parties shall attempt to resolve
         any dispute contributing or relating to grounds for termination by
         mediation under the then current CPR Mediation Procedure. Unless
         otherwise agreed, the parties shall select a mediator from the CPR
         Panels of Distinguished Neutrals. If such dispute has not been resolved
         within thirty (30) days of the initiation of such procedure, the party
         or parties desiring to serve such notice of termination may do so.

Article 9.        Warranty; Indemnity

9.1      ORGANICS Warranty. ORGANICS makes the following limited warranties with
         respect to all Substance delivered to ENDEAVOR under this Agreement:
         (a) that Substance shall (i) conform


                                      -15-
<PAGE>

         to applicable GMPs, the applicable ORGANICS DMF and the Specifications
         at the time of shipment, and shall conform to the stability commitments
         contained in ORGANICS' DMF or otherwise provided by ORGANICS to FDA;
         and, (ii) no article delivered to ENDEAVOR shall be adulterated or
         misbranded within the meaning of the United States Federal Food, Drug
         and Cosmetic Act, or be an article which may not, under the provisions
         of Sections 404 and 505 of the Act, be introduced into interstate
         commerce; and, (b) that ORGANICS shall comply with applicable GMPs in
         the production of Substance, including additions and amendments to such
         regulations during the Term of this Agreement; and, (c) that ORGANICS
         shall comply with all other material statutes and regulations
         applicable to the manufacture and supply of Substance at the time of
         production, storage, and shipment including, without limitation, those
         relating to the generation, storage, shipment and disposal of waste;
         and, (d) that ORGANICS has all right, title and interest in and to the
         technology and processes used to produce Substance and that its
         production of Substance shall not infringe a patent or the intellectual
         property rights of any third party *.

         ENDEAVOR expressly agrees that ENDEAVOR and/or any other parties
         involved in the formulation, manufacturing and distribution of Product
         are solely responsible for Product stability and that ORGANICS'
         warranty obligations with respect to stability extend solely to
         Substance.

         In no event does ORGANICS warrant that Substance will meet
         Specifications after its labeled re-evaluation date has passed and,
         under such circumstances, ORGANICS will neither replace Substance nor
         refund the amount paid by ENDEAVOR. Except where the provisions of
         Section 4.7 apply, in the event that ENDEAVOR and ORGANICS disagree
         with respect to the current potency of Substance under this warranty,
         then ORGANICS' analysis of ORGANICS' retained stability sample of the
         specific Batch of Substance in question shall be the sole determination
         of the potency of Substance. Analytical data generated by ORGANICS in
         connection with a claim under this warranty shall be supplied to
         ENDEAVOR upon request. Notwithstanding the above, ORGANICS will not and
         does not warrant that Substance will meet Specifications if ENDEAVOR or
         its agents and/or its Contract Manufacturer has not stored and/or
         handled such Substance according to labeling, and in compliance with
         relevant GMPs. These limited warranties are extended to ENDEAVOR and
         shall not be assignable, transferable, or extended to any other party
         except under the provisions of Section 10.3 herein.

         IN NO EVENT SHALL ANY ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
         ORGANICS, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS INCREASE THE
         SCOPE OF THE WARRANTIES IN THIS AGREEMENT OR CREATE ANY NEW WARRANTIES
         HEREUNDER. THESE LIMITED WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL
         OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
         AND FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER WARRANTIES, BOTH
         EXPRESS AND IMPLIED, ARE HEREBY EXPRESSLY EXCLUDED.

9.2      ENDEAVOR Warranty. ENDEAVOR makes the following warranties: (a) that
         Delta delivered to ORGANICS hereunder shall comply with the Delta
         Specifications; (b) that no article delivered hereunder to ORGANICS by
         or on behalf of ENDEAVOR shall be adulterated or misbranded within the
         meaning of the United States Federal Food, Drug and Cosmetic Act, or be
         an article which may not, under the provisions of Sections 404 and 505
         of the Act, be introduced into interstate commerce; (c) that the
         manufacture and supply of Product and the manufacture and supply of
         Delta will be in compliance with applicable GMPs and any other
         applicable FDA requirements and all applicable Local or national laws,
         rules and regulations governing the use and storage of Substance and
         the manufacture, use and storage of Product; and, (d) that


* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


                                      -16-
<PAGE>

         ENDEAVOR has the right to provide Delta to ORGANICS and that: (i) the
         manufacture, importation, use, transfer, or sale of Delta and/or the
         use of Delta and/or its salts or esters in the processing, production
         or formulation of Substance; and, (ii) the formulation, sale or
         distribution of my Product containing Substance, do not infringe any
         patent *.

9.3      Reciprocal Warranty and Representation Regarding Debarment. Each party
         warrants and represents to the other that none of its employees,
         officers, directors or agents has been: (a) debarred, or convicted of a
         crime for which a person can be debarred, under section 306(a) of the
         U.S. Federal Generic Drug Enforcement Act of 1992, as amended; or, (b)
         knowingly threatened with debarment or indictment for such a crime. If
         any such debarment or conviction occurs while this Agreement is in
         force and effect, then the party involved with such debarment or
         conviction shall promptly provide written notification to the other
         party.

9.4      ORGANICS Indemnification for Claims other than Parent Infringement.
         Except for Claims alleging patent infringement, ORGANICS will indemnify
         and hold harmless ENDEAVOR and its officers, directors and employees
         against any loss, damage, action, suit, claim, demand, prosecution,
         liability or expense, including reasonable attorney's fee and costs
         (all referred to hereinafter in Article 9 as "Claim") that may be
         brought, instituted or arise against or be incurred by ENDEAVOR or any
         such officer, director or employee which involves or is related to
         Substance (including, without limitation, product liability Claims)
         only if and to the extent such Claim is based on or arises out of: (a)
         ORGANICS' failure to manufacture and supply Substance in accordance
         with the Specifications; or, (b) the failure of any Substance supplied
         by ORGANICS to comply with the warranty described in Section 9.l(a),
         (b) or (c) herein.

         In the event that any Product manufactured by or on behalf of ENDEAVOR
         from Substance is recalled from the market then all of the expenses
         attendant thereto, including, without limitation, shipping, insurance,
         loss of profit, credits, returns, rebates, and any other costs
         incidental or consequential thereto, shall be the sole responsibility
         of ENDEAVOR unless the cause of such recall, which shall be established
         by independent and competent authority, is shown to be due to the
         failure of any Batch of substance used in the recalled Product to
         comply with the warranty described in Section 9.l(a), (b) or (c) of
         this Agreement. In such event, ORGANICS indemnification of ENDEAVOR for
         such recall costs shall be limited to the value or cost of Substance
         and ENDEAVOR'S out-of-pocket costs for direct labor and materials used
         in the recalled Product.

9.5      ENDEAVOR Indemnification for Claims other than Patent Infringement.
         Except for Claims alleging patent infringement, ENDEAVOR will indemnify
         and hold harmless ORGANICS and its officers, directors and employees
         against any Claim that may be brought, instituted or arise against or
         be incurred by ORGANICS or any such officer, director or employee which
         involves or is related to Product (including, without limitation,
         product liability Claims) only if and to the extent such Claim is based
         on or arises out of the use or transfer by ENDEAVOR or any ENDEAVOR
         Contract Manufacturer, distributor or Co-marketer, of Substance, or
         arises out of the manufacture, supply, use, transfer and/or sale of
         Product by, for, or on behalf of ENDEAVOR or any ENDEAVOR distributor
         or Co-marketer, including, without limitation, any investigation by a
         government agency, or any Claim for personal injury or property damage
         asserted by any user of such Product, except in each case to the extent
         such Claim is based on or arises out of: (a) ORGANICS' failure to
         manufacture and supply Substance in accordance with the Specifications;
         or (b) the failure of any Substance supplied by ORGANICS to comply with
         the warranty described in Section 9.l(a), (b) or (c) herein.


* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


                                      -17-
<PAGE>

9.6      ORGANICS Indemnification for Claims of Patent Infringement. If any
         third party institutes a Claim against ENDEAVOR which is based upon a
         breach of the warranty contained in Section 9.l(d) then ORGANICS will
         indemnify and hold harmless ENDEAVOR and its officers, directors and
         employees against any such Claim that may be brought, instituted or
         arise against, or be incurred by ENDEAVOR or any such officer, director
         or employee.

9.7      ENDEAVOR Indemnification For Claims of Patent Infringement. If any
         third party institutes a Claim against ORGANICS which is based upon a
         breach of the warranty contained in Section 9.2(d) then ENDEAVOR shall
         indemnify and hold harmless ORGANICS and its officers, directors and
         employees against any such Claim that may be brought, instituted or
         arise against, or be incurred by ORGANICS or any such officer, director
         or employee. This indemnification as it applies to Delta shall not
         apply in the event that ORGANICS changes the Substance synthesis
         process as it relates to Delta so that the actual process utilized is
         different from that contained in the sealed archived copy of the
         process retained by ENDEAVOR patent counsel under a separate agreement.

9.8      Funding of Obligations under Section 9.7.

         (a)      On or before October 1, 2001, or such later date to which
                  ORGANICS may consent in writing, ENDEAVOR shall establish a
                  separate bank account (the "Account") which shall be
                  maintained until the end of the thirty-sixth (36th)
                  month-following the date (the "Introduction Date") on which
                  the first (1st) Product is sold in the United States pursuant
                  to an approved NDA.

         (b)      ENDEAVOR shall maintain the following balances in the Account
                  less any amounts actually paid to fulfill its obligations
                  under Section 9.7 hereof:

----- ------------------------------------------------------------------ -------
                                  Time Period                            Balance
----- ------------------------------------------------------------------ -------
      For the period beginning on October 1, 2001 and ending on the         *
      earlier of (i) the date on which an NDA for a Product is approved;
      (ii) the date on which ENDEAVOR issues its first press release or
      public comment regarding the first Product; (iii) the date on
      which a suit is filed which suit includes a claim based upon a
      breach of warranty contained in Section 9.2(d); or, (iv) the date
      of a public threat of the filing of a suit which would include a
      claim based upon a breach of warranty contained in Section 9.2(d)
      (the earliest date under (i), (ii), (iii) or (iv) above referred
      to as the "Public Date").
----- ------------------------------------------------------------------ -------
      For the period beginning on the Public Date and ending on             *
      the date  twelve (12) months after the Introduction Date.
----- ------------------------------------------------------------------ -------
      For the period beginning twelve (12) months after the                 *
      Introduction Date and ending twenty-four (24) months after
      the Introduction Date.
----- ------------------------------------------------------------------ -------
      For the period beginning twenty-four (24) months after the            *
      Introduction Date and ending thirty-six (36) months after
      the Introduction Date.
----- ------------------------------------------------------------------ -------

* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


                                      -18-
<PAGE>

         (c)      ENDEAVOR shall make appropriate arrangements with the bank at
                  which the Account is maintained to permit the President and
                  the Chief Financial Officer of ORGANICS to make independent
                  balance inquiries regarding the Account at any time or times
                  during normal business hours desired by such officer of
                  ORGANICS.

         (d)      ENDEAVOR shall use any funds required to be maintained in the
                  Account solely for the purpose of fulfilling its obligations
                  under Section 9.7 hereof.

         (e)      The Account balances provided for in Section (b) above shall
                  not be interpreted as a limit on ENDEAVOR's obligations
                  pursuant to Section 9.7 hereof.

9.9      Assertion of Claims.

         (a)      Each indemnified party agrees to give the indemnifying party
                  prompt written notice of any Claim or discovery of fact upon
                  which such indemnified party intends to base a request for
                  indemnification under Sections 9.4, 9.5, 9.6 or 9.7 of this
                  Agreement.

         (b)      Each party shall furnish promptly to the other, copies of all
                  papers and official documents received in respect of any
                  Claim. The indemnified party will cooperate with the
                  indemnifying party in providing witnesses and records
                  necessary in the defense against any Claim under appropriate
                  confidentiality agreements,

         (c)      With respect to any Claim relating solely to the payment of
                  money damages and which will not result in the indemnified
                  party becoming subject to injunctive or other relief, and as
                  to which the indemnifying party shall have acknowledged in
                  writing the obligation to indemnify the indemnified party
                  hereunder, the indemnifying party shall have the sole right to
                  defend, settle or otherwise dispose of such Claim on such
                  terms as the indemnifying party, in its sole discretion, shall
                  deem appropriate.

         (d)      The indemnifying party shall obtain the written consent of the
                  indemnified party, which shall not be unreasonably withheld,
                  prior to ceasing to defend, settling or otherwise disposing of
                  any Claim if as a result thereof the indemnified party would
                  become subject to injunctive or other equitable relief or any
                  remedy other than the payment of money, which payment would be
                  the responsibility of the indemnifying party.

         (e)      The indemnifying party shall not be liable for any settlement
                  or other disposition of a Claim by the indemnified party which
                  is reached without the written consent of the indemnifying
                  party.

         (f)      Except as provided above, the reasonable costs and expenses,
                  including reasonable fees and disbursements of counsel
                  incurred by any indemnified party in connection with any
                  Claim, shall be reimbursed on a quarterly basis by the
                  indemnifying party, without prejudice to the indemnifying
                  party's right to contest the indemnified party's right to
                  indemnification and subject to refund in the event the
                  indemnifying party is ultimately held not to be obligated to
                  indemnify the indemnified party.

9.10     Third Party License. Nothing in this Agreement shall prevent ORGANICS
         or ENDEAVOR, in either case solely at its own expense, from obtaining a
         license or other rights from any third party that ORGANICS or ENDEAVOR,
         as the case may be, deems appropriate in order to permit it the full
         and unhindered exercise of the making, using, or selling of Substance
         or Product, as the case


                                      -19-
<PAGE>
         may be. The party seeking to obtain such license or other rights from a
         third party shall promptly notify the other party in writing of its
         intention to do so.

Article 10.       Miscellaneous

10.1     Force Majeure. If the performance of any obligation under this
         Agreement by either party is prevented, restricted, interfered with or
         delayed, either directly or indirectly, by reasons of any cause beyond
         the reasonable control of the party required to perform, including, but
         not limited to: adverse weather conditions, fire, flood, acts of God,
         accidents, explosions, strikes or other labor disturbances, civil
         commotions, riots, rebellions, wars or restraints, requisitions, new
         regulations or directions of the United States or other relevant
         government, mandatory compliance by ORGANICS or ENDEAVOR with any
         request of such government, or any officer, department, agency or
         committed thereof that represents a change in policy or a new
         undertaking, or shortages of or inability to obtain fuel or power, or
         inability to obtain or delay in transportation facilities, unless
         conclusive evidence to the contrary is provided, the party so affected
         shall, upon giving prompt written notice to the other party (including
         a full description of particulars), be excused From such performance
         and shall not be deemed to be in breach of this Agreement to the extent
         and duration of such prevention, restriction, interference or delay
         provided that the affected party shall use its reasonable best efforts
         to avoid or remove such causes of non performance and shall continue
         performance with the utmost dispatch whenever such causes are removed.

         If the Force Majeure in question prevails for a continuous period in
         excess of six (6) months, the parties shall enter into bona fide
         discussions with a view to alleviating its effects or to agreeing upon
         such alternative arrangements as may be fair and reasonable.

10.2     Notices. All notices given under this Agreement shall be in writing and
         shall be personally delivered by a reputable express delivery service
         or mailed by certified first class mail, return receipt requested, to
         the party for which it is intended at its address as set forth below,
         or at such other address as the addressee may have designated to the
         other party in writing. Any notice shall be deemed given only upon
         actual delivery thereof at the proper address. Routine correspondence
         may be transmitted by telefax machine and confirmed by the sender's
         telefax machine of the recipient's telefax machine number set forth
         below.

         All notices to ORGANICS, other than routine correspondence relating to
         and including purchase orders, forecasts, invoices and revisions shall
         be addressed to:

                Attention:                Lois K. Kicks
                                          President
                                          ORGANICS/LaGrange, Inc.
                                          1935 Techny Road, Suite 14
                                          Northbrook, IL  60062

                With a copy to:           Lael F. Johnson
                                          Schiff Hardin & Waite
                                          6600 Sears Tower
                                          Chicago, Illinois 60606

         Routine correspondence relating to and including purchase orders,
         forecasts and revisions to ORGANICS shall be addressed to:


                                      -20-
<PAGE>

                Attention:                Sales Department
                                          ORGANICS/LaGrange, Inc.
                                          1935 Techny Road, Suite 14
                                          Northbrook, IL 60062
                                          Telefax 847-480-1801

         All notices to ENDEAVOR other than routine correspondence relating to
         and including purchase orders, forecasts and revisions shall be
         addressed to:

                Attention:                R. Forrest Waldon
                                          President and Chief Executive Officer
                                          Endeavor Pharmaceuticals, Inc.
                                          127 Racine Drive, Suite 202
                                          Wilmington, NC 28403

                With a copy addressed to:

                Attention:                CHIEF FINANCIAL OFFICER
                                          Endeavor Pharmaceuticals, Inc.
                                          127 Racine Drive, Suite 202
                                          Wilmington, NC 28403

         Routine correspondence addressed to ENDEAVOR relating to and including
         purchase orders, forecasts, and revisions shall be addressed to:

                Attention:                Angela Davis
                                          Associate Director, Project Management
                                          Endeavor Pharmaceuticals, Inc.
                                          127 Racine Drive, Suite 202
                                          Wilmington, NC 28403
                                          Telefax 910-790-9041

         Either party may notify the other party from time to time of any change
         of address for notices required by this Agreement.

10.3     Assignment. This Agreement shall not be assignable in whole or in part
         by either party without the prior written consent of the other party,
         except that either party may assign this Agreement to a successor in
         interest which succeeds to such interest by merger, consolidation, or
         purchase of all or substantially all of the assets of the party, or the
         sale of all or substantially all of a party's business dedicated to the
         Product(s).

10.4     Superiority of Agreement and Amendments. The parties agree that the
         provisions of this Agreement, together with any amendments thereto
         shall constitute the full and complete agreement by and between the
         parties and shall prevail over any inconsistent previous
         understandings. This Agreement may not be changed, waived, discharged
         or terminated orally, but only by an instrument in writing signed by
         the party against which enforcement of such change, waiver, discharge
         or termination is sought. The parties also agree that the provisions of
         this Agreement together with any amendments adopted under the
         provisions of this Section 10.4 shall be superior to and prevail over
         any conflicting provisions contained in any purchase order,
         acknowledgment, or confirmation.


                                      -21-
<PAGE>

10.5     Waiver. No waiver by any party hereto or any breach or anticipated
         breach of any provision hereof by the other party shall be deemed a
         waiver of any other contemporaneous, preceding or succeeding breach or
         anticipated breach, whether or not similar.

10.6     Law Governing, etc. This Agreement shall be governed and construed in
         accordance with the laws of the State of Illinois except for its choice
         of law provisions.

10.7     Negation of Agency. Nothing herein contained shall be deemed to create
         an agency, joint venture, amalgamation, partnership, or similar
         relationship between ORGANICS and ENDEAVOR.

10.8     Counterparts. This Agreement may be executed simultaneously in several
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

10.9     Severability.


         (a)      If any of the terms of this Agreement; not material to the
                  remaining portions hereof, shall be held illegal, void or
                  ineffective, the remaining terms hereof shall remain in full
                  force and effect.

         (b)      If any of the terms of this Agreement are in conflict with any
                  applicable statute or rule of law, then such terms shall be
                  deemed inoperative to the extent that they may conflict
                  therewith and shall be deemed to be modified to conform with
                  such statute or rule of law.

         (c)      In the event that the terms of this Agreement are materially
                  altered as a result of Sections 10.9 (a) or (b), the parties
                  shall in good faith re-negotiate the terms and conditions of
                  this Agreement to resolve any inequities.

10.10    Headings. Underlined Article, Section and/or paragraph headings
         contained in this Agreement are included for convenience only and form
         no part of this Agreement.

10.11    Publicity. No public announcement concerning the existence or the terms
         of this Agreement shall be made, either directly or indirectly, by
         either party to this Agreement, except as may be legally required by
         law or judicial order, without first obtaining the written approval of
         the other party and agreement upon the nature, text and timing of such
         announcement, which approval and agreement shall not be unreasonably
         withheld. The party desiring to make any such public announcement shall
         provide the other party with a written copy of the proposed
         announcement in reasonably sufficient time prior to public release to
         allow such other party to comment upon such announcement prior to
         public release and to allow the first party to incorporate any
         suggested changes into such announcement. ENDEAVOR shall not issue any
         press release or make any public announcement which includes the name
         "ORGANICS" or "ORGANICS/LaGrange, Inc.," or otherwise uses the name
         "ORGANICS" or "ORGANICS/LaGrange, Inc." in any statement or document
         (except between the parties hereto) except with the prior written
         consent of ORGANICS. ORGANICS shall not issue any press release or make
         any public announcement which includes the name "ENDEAVOR" or "ENDEAVOR
         PHARMACEUTICALS, Inc." or otherwise uses the name "ENDEAVOR" or
         "ENDEAVOR PHARMACEUTICALS, Inc." in any statement or document (except
         between the parties hereto) except with the prior written consent of
         ENDEAVOR.


                                      -22-
<PAGE>

         If ENDEAVOR concludes that this Agreement must be filed with the
         Securities and Exchange Commission or any other securities regulatory
         agency, ENDEAVOR shall give written notice to ORGANICS as far in
         advance prior to such filing as reasonably possible and shall give
         reasonable consideration to the advice and suggestions of ORGANICS
         regarding the portion or portions of such Agreement or exhibits thereto
         as to which confidential treatment will be requested. ENDEAVOR shall
         give ORGANICS advance notice of the expiration of confidential
         treatment granted by the Securities and Exchange Commission with
         respect to any portion or portions of this Agreement and shall give
         reasonable consideration to the advice and suggestions of ORGANICS
         regarding a request for extensions of such period of confidential
         treatment. ENDEAVOR and ORGANICS agree that each of them shall, in the
         conduct of their business, treat as confidential any portion or
         portions of this Agreement as to which the Securities and Exchange
         Commission shall have granted confidential treatment.

10.12    Dispute Resolution.

         (a)      Negotiations Between Executives. The parties shall attempt in
                  good faith to resolve any dispute arising out of or relating
                  to this Agreement promptly by negotiation between executives
                  who have authority to settle the controversy and who are
                  officers of the parties' corporations. Any party may give the
                  other party written notice of any dispute not resolved in the
                  normal course of business. Within fifteen (15) days after
                  delivery of the notice, the receiving party shall submit to
                  the other a written response. The notice and the response
                  shall include (i) a statement of each party's position and a
                  summary of arguments supporting that position, and (ii) the
                  name and title of the executive who will represent that party
                  and any other person who will accompany the executive. Within
                  thirty (30) days after delivery of the disputing party's
                  notice, the executives of both parties shall meet at a
                  mutually acceptable time and place, and thereafter as often as
                  they reasonably deem necessary to attempt to resolve the
                  dispute. All reasonable requests for information made by one
                  party to the other will be honored.

                  All negotiations pursuant to this clause are confidential and
                  shall be treated as compromise and settlement negotiations for
                  purposes of applicable rules of evidence

         (b)      Mediation. If the dispute has not been resolved by negotiation
                  within forty-five (45) days of the disputing party's notice,
                  or if the parties failed to meet within thirty (30) days, the
                  parties shall attempt to settle the dispute by mediation under
                  the then current CPR Mediation Procedure. Unless otherwise
                  agreed, the parties will select a mediator from the CPR Panels
                  of Distinguished Neutrals.

         (c)      Arbitration. Any dispute arising out of or relating to this
                  Agreement or the breach, termination or validity thereof which
                  has not been resolved by the non-binding procedure specified
                  in Section 10.12(b) above within ninety (90) days of the
                  initiation of such procedure, shall be submitted to binding
                  arbitration to be administered by the American Arbitration
                  Association ("AAA") under its Commercial Arbitration Rules,
                  and judgment on the award rendered by the arbitrators may be
                  entered in any court having jurisdiction thereof. The parties
                  agree that the AAA Optional Rules for Emergency Measures of
                  Protection shall apply to the proceedings. The arbitration
                  shall be conducted in Washington, D.C. before a panel of three
                  (3) arbitrators, and the arbitrators shall have power to
                  fashion any and all remedies that would be within the
                  authority and discretion of a Federal District Court hearing
                  the same dispute.


                                      -23-
<PAGE>

                  It is the intention of the parties that discovery, although
                  permitted as described herein, will be limited except in
                  exceptional circumstances. The arbitrator shall permit such
                  limited discovery necessary for an understanding of any
                  legitimate issue raised in the procedure, including the
                  production of documents. Each party shall be permitted, but
                  not required, to take the deposition of not more than five (5)
                  persons, each such deposition nor to exceed ten (10) hours in
                  length. If the arbitrator believes that exceptional
                  circumstances exist, and additional discovery is necessary for
                  a full and fair resolution of the issue, he or she may order
                  such additional discovery as he or she deems necessary. At the
                  hearing the parties may present testimony (either by live
                  witness or deposition) and documentary evidence. The
                  arbitrator shall have sole discretion with regard to the
                  admissibility of any evidence and all other matters relating
                  to the conduct of the hearing.

                  The statute of limitations of the State of Illinois applicable
                  to the commencement of a lawsuit shall apply to the
                  commencement of an arbitration hereunder, except that no
                  defenses shall be available based upon the passage of time
                  during any negotiation or mediation called for by the
                  preceding paragraphs of this Section 10.12.

10.13    Continuing Performance. During the term of any negotiation and/or
         mediation pursuant to Section 8.5 above, and/or arbitration according
         to Section 10.12 above, ORGANICS shall continue to supply and ENDEAVOR
         shall continue to purchase Substance hereunder pending resolution of,
         and subject to the outcome of, such dispute and such obligations may be
         enforced by means of an appropriate equitable remedy in an arbitration
         proceeding as herein specified. Such continuing performance obligation
         of ORGANICS shall be contingent upon ENDEAVOR's tender of full payment
         for each order of Substance according to the terms and conditions of
         this Agreement. ORGANICS' obligation of continuing performance pursuant
         to this Section 10.13 shall cease in the event ORGANICS terminates the
         Agreement pursuant to Sections 8.2(b) or 8.2(c), or ENDEAVOR breaches
         its obligations under Sections 2.4(c) or 9.8.

10.14    No Third Party Beneficiaries. Nothing in this Agreement is intended to
         benefit and shall not be deemed to benefit any person or entity that is
         not a party hereto, or create any third party beneficiary rights.

10.15    Successors Bound. All covenants, promises, representations and
         agreements herein contained shall be binding upon, apply and inure to
         the benefit of ORGANICS and ENDEAVOR and their respective heirs, legal
         representatives, successors and assigns. Any necessary grammatical
         changes required to make the provisions of this Agreement apply either
         to corporations or individuals, men or women, singular or plural, shall
         in all cases be assumed as though in each case fully expressed.


                                      -24-
<PAGE>

WITNESS the signatures on behalf of the parties hereto by their duly authorized
representatives as of the 24th day of October, 2000.


ORGANICS/LAGRANGE, INC.              ENDEAVOR PHARMACEUTICALS, INC.



By /s/ Lois K. Hicks                 By   /s/ R. Forrest Waldon
   -----------------------------       -----------------------------------------
   Lois K. Hicks                       R. Forrest Waldon
   President                           President and Chief Executive Officer


                                      -25-
<PAGE>

                                    EXHIBIT A


                                        *


* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.





















<PAGE>

                                    EXHIBIT B


                                        *

* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>

                                    EXHIBIT C


                                        *
















* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


<PAGE>

                                    EXHIBIT D


                                        *


* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.