Consulting Agreement

 This  Agreement,  effective  as of September  27, 2000,  is between Dr. Ross P.
Holmes ("Consultant") and Ixion Biotechnology,  Inc., a Delaware corporation, of
13709 Progress Blvd, Box 13, Alachua, FL ("Ixion").

 Consultant  and Ixion desire to enter into this  Agreement  whereby  Consultant
will provide services to Ixion as a member of Ixion's Scientific  Advisory Board
according to the following provisions.

 1.  Purpose.  Consultant  shall  provide  professional  services as a member of
Ixion's  Scientific  Advisory  Board in  accordance  with the  requirements  and
direction of Ixion. This Agreement does not relate to services as a PI or co-PI,
if any, which may be performed by Consultant  pursuant to any research sponsored
by Ixion.

 2.  Fees.  In  consideration  of  the  professional  services  to  be  rendered
hereunder,  Ixion will pay Consultant  fees  including  five thousand  shares of
Ixion common stock, pursuant to the company's Board Retainer Plan, upon election
to the  Scientific  Advisory  Board,  vesting  at the rate of 1,250  shares  per
quarter.  Thereafter,  and for so long as  Consultant  remains  a member  of the
Scientific  Advisory  Board,  Ixion will pay fees pursuant to the Board Retainer
Plan  (presently  1,000  shares per year) and the Stock  Option Plan  (presently
options for 2,500  shares per year),  as  determined  by the Audit and  Benefits
Committee of Company's Board of Directors from time to time.

 Consultant agrees to provide professional services including the following:

 (1)  participation  at a minimum of one and maximum of three  meetings per year
(if such meeting are scheduled by Company); (2) review and discussion of Ixion's
progress  in research  and  development;  (3)  occasional  telephone  contact as
required by Ixion for timely expert input.

 In addition to the  foregoing,  Ixion  shall pay  consultant  a fee of $900 per
month for an initial  period of 15 months from the date of this  agreement,  for
which  Consultant  will  monitor  and  update the  section  of Ixion's  web site
entitled  "Oxalate  Content of Food,"  and will  answer a  reasonable  number of
questions  posed  by web site  users  regarding  the  Oxalate  Content  of Food.
Consultant shall review the web site page at least twice monthly, and shall post
updated information thereon as soon as practical after it become available.

 3. Expenses.  Travel expenses or other expenses  incurred on behalf of Ixion by
the  Consultant  shall  be  reimbursed  separately  and  is in  addition  to the
consulting fee.

 4. Term.  The term of this  Consulting  Agreement  shall  extend  from the date
hereof to April 30, 2001,  and will be renewed  annually for successive one year
terms, without further notice or action, unless terminated by either party.

 5.  Termination.  Either party shall have the right to terminate this Agreement
for any reason upon 30 days written notice to the other. Consultant shall return
any unvested Ixion common stock within 30 days of the termination date.

 6. Items Surviving Termination.  In the event this Agreement is terminated, for
any  reason   whatsoever,   Consultant's   obligation  herein  with  respect  to
confidential information, conflict of interest, and inventions, improvements, or
ideas as set forth in this Agreement shall survive termination.

 7. Not  Employee.  Consultant  shall in no sense be  considered  an employee on
Ixion nor shall  Consultant  be entitled to or be  eligible  to  participate  in
benefits or privileges  given or extended by; Ixion to its employees  other than
expressly  provided for herein.  Consultant  will be responsible  for compliance
with his or her employer's  conflict of interest,  disclosure,  and  alternative
disclosure policies.  Ixion acknowledges that Consultant's primary obligation is
to Wake Forest University  School of Medicine  (WFUSM).  It is the intent of the
parties  that  efforts and  specific  responsibilities  under this  Agreement be
separate and distinct from those duties performed for WFUSM. In the event of any
conflict  between  this  Agreement  and any  terms  of  employment  between  the
Consultant  and WFUSM,  including  work  responsibilities  and  ownership of any
resulting  intellectual  property,  the terms and conditions of the Consultant's
employment with WFUSM will take precedence unless specific written  arrangements
have been made in advance between Ixion and WFUSM.

 8.  Confidential   Information.   Any  Confidential   Information  acquired  by
Consultant  is  covered  by  a  separate  Scientific  Advisor's  Confidentiality
Agreement, the provisions of which shall survive termination of this Agreement.

 9.  Inventions.  Any  inventions,  improvements,  or ideas made or conceived by
Consultant in connection with and during the  performance of services  hereunder
and for six months  thereafter  related to the  business of Ixion,  shall be the
sole  property of Ixion and shall be reported  to Ixon  promptly.  To the extent
that Consultant also serves as a PI or co-PI under research grants  sponsored or
co-sponsored by Ixion,  the  intellectual  property  arising  therefrom shall be
subject to the prior  claims,  if any,  of  Consultant's  employer.  Wake Forest
University School of Medicine and to the provisions of any cooperative  research
and development agreement between Ixion and said employer.

 10. Patent  Assistance.  Consultant,  without  charge to Ixion,  shall execute,
acknowledge  and  deliver  to Ixion  all such  papers  and  documents  including
applications  for  patent,  as may be  necessary  to enable  Ixion to publish or
protect said inventions,  improvements,  or ideas, by patent or otherwise in any
and all countries, and to vest title to said patents,  inventions,  improvements
and ideas to Ixion, its successors or assigns.  Consultant shall render all such
assistance as Ixion may require in any Patent and Trademark Office proceeding or
litigation in Federal or State Courts involving said inventions, improvements or
ideas,  and shall be reimbursed for reasonable  expenses  incurred in connection
therewith.

 11. Severability. If any provision hereof is held invalid or unenforceable by a
court of  competent  jurisdiction,  it shall be  considered  severed  from  this
Agreement and shall not serve to invalidate the remaining provisions thereof.

 12. Florida Law. This  Agreement  shall be construed,  and the legal  relations
between  Consultant  and Ixion  determined,  in accordance  with the laws of the
State of Florida, without regard to the choice of law provisions of Florida law.

 13. Publicity.  Consultant shall not originate any publicity,  news release, or
other  public  announcement,  written or oral,  whether to the public,  press or
otherwise,  relating  to this  Agreement,  to any  amendment  hereto,  or to any
performance hereunder, without the prior written approval of Ixion.

 14. Entire Agreement.  This Agreement  constitutes the entire agreement between
the  parties.  It may not be  modified,  amended or  assigned  except by written
agreement signed by both parties. Headings are for convenience only.


 IN WITNESS WHEREOF,  Ixion and consultant have executed duplicate  originals of
this Agreement as of the date and year first written above.


         Ixion Biotechnology, Inc.                            Consultant


             /s/ Weaver H. Gaines                    /s/ Ross P. Holmes
         By:______________________                   ______________________
         Weaver H. Gaines                            Ross P. Holmes, Ph.D.
         Chairman and Chief Executive Officer.