RESEARCH AGREEMENT

  THIS RESEARCH AGREEMENT effective as of the 1st day of September,  2000 by and
 between IXION  BIOTECHNOLOGY,  INC., a small  business with offices  located at
 137009 Progress Blvd., Box 13,  (hereinafter  referred to as "SPONSOR") and the
 UNIVERSITY OF FLORIDA,  a member of the State University System of the State of
 Florida, acting for and on behalf of the Board of Regents, a public corporation
 of the State of  Florida  ("UNIVERSITY")  is  entered  into for the  purpose of
 allocating between the parties certain rights relating to and SBIR a project to
 be carried  out by  Sponsor  and  University  (hereinafter  referred  to as the
 ("PARTIES")  under an SBIR funding  agreement that may be awarded by the Public
 health  Service/National  Institutes of Health  ("Agency") to sponsor to fund a
 proposal   entitled   "Enzyme-coating   of   Urinary   Prostheses   to  Prevent
 Encrustation" submitted to Agency by Sponsor on or about December 14, 1999.

                                   WITNESSETH

  WHEREAS,  there search program  contemplated by this Research  Agreement is of
 mutual  interest  and benefit to  University  and to Sponsor,  will further the
 instructional and research objectives of University in a manner consistent with
 its status as a non-profit, tax-exempt, educational institution, and may derive
 benefits  for both  Sponsor and  University  through  inventions,  improvements
 and/or discoveries;

  NOW,  THEREFORE,  in consideration of the premises and mutual covenants herein
 contained, the parties hereto agree to the following:

Article 1 Definitions

  As used herein, the following terms shall have the following meanings:

  1.1 "Project"  shall mean the description of the project described in Appendix
 A  hereof,  under  the  direction  of  Dr.  Laurie  Gower,  as  co-investigator
 (University project director).

  1.2 "Contract Period" is 09/01/00 through 02/28/01.

  1.3  "Background  Intellectual  Property"  means  property and the legal right
 therein  of either or both  parties  developed  before or  independent  of this
 Research  Agreement  including   inventions,   patent  applications,   patents,
 copyrights, trademarks, mask works, trade secrets and any information embodying
 proprietary data such as technical data and computer software.

  1.4  "Project  Intellectual  Property"  means the  legal  rights  relating  to
 inventions,  patent applications,  patents,  copyrights trademarks, mask works,
 trade secrets and any other legally protectable information, including computer
 software,  first made or  generated  during the  performance  of this  Research
 Agreement and arising out of the Research Agreement.

  Article 2 Research Work

  2.1 University  shall commence the  performance of Project  promptly after the
 effective date of this Research Agreement,  and shall use reasonable efforts to
 perform such Project  substantially in accordance with the terms and conditions
 of this Research Agreement. Anything in this Research Agreement to the contrary
 notwithstanding, Sponsor and University may at any time amend Project by mutual
 written agreement.

  2.2 In the event that the Principal  Investigator  becomes unable or unwilling
 to continue  Project,  and a mutually  acceptable  substitute is not available,
 University and/or Sponsor shall have the option to terminate said Project.


  Article 3 Reports and Conferences

  3.1 A final  report shall be submitted  by  University  to the Sponsor  within
 forty-five  (45)  days of the  conclusion  of the  Contract  Period,  or  early
 termination of this Research Agreement.

  3.2 During the term of this Research Agreement,  representatives of University
 will meet with  representatives  of Sponsor at times and places mutually agreed
 upon to discuss the progress and results,  as well as ongoing plans, or changes
 therein, of Project to be performed hereunder.

Article 4 - Costs, Billings and Other Support

  4.1 It is agreed to and  understood  by the parties  hereto  that,  subject to
 Article 2 the total costs to Sponsor hereunder shall be $25,000.

  4.2 This is a fixed price agreement.  The Sponsor shall pay in full $25,000 no
 later that (30) days from final signature of this agreement.

Article 5 - Publicity

  5.1  Sponsor  will  not  use the  name of  University,  nor of any  member  of
 University's  Project  staff,  in any publicity,  advertising,  or news release
 without  the  prior  written  approval  of  an  authorized   representative  of
 University.  University  will not use the name of Sponsor,  nor any employee of
 Sponsor, in any publicity without the prior written approval of Sponsor.

  Article 6 - Confidentiality/Publication

  6.1 Background  Intellectual  Property and Project Intellectual  Property of a
 party,  as well as other  proprietary or  confidential  information of a party,
 disclosed by that party to the other in connection with this SBIR project shall
 be received  and held in  confidence  for a period of 5 years by the  receiving
 party and,  except with the consent of the  disclosing  party or ;as  permitted
 under  this  Research  Agreement,  neither  used  by the  receiving  party  nor
 disclosed by the receiving  party to others,  provided that the receiving party
 has  notice  that such  information  is  regarded  by the  disclosing  party as
 proprietary or confidential.  Such information  shall be marked as confidential
 or  proprietary,  and any verbal  information  shall be reduced to writing  and
 marked  as  confidential  or  proprietary  within  (10)  business  days of such
 disclosure.  However, these confidentiality  obligations shall not apply to use
 or disclosure by the receiving party after such information is or becomes known
 to the public  without  breach of this  provision or is or becomes known to the
 receiving  party from a source  reasonably  believed to be  independent  of the
 disclosing party or is developed by or for the receiving party independently of
 its disclosure by the disclosing party.

  6.2 Either  party may  publish  its results  from this SBIR  project.  Sponsor
 recognizes  that under  University  academic  policy the results of  University
 research projects must be publishable.  However, the publishing party will give
 a right of review to the other  party with  respect to a proposed  publication,
 with a (30) day  period in which to review  proposed  publications  and  submit
 comments,   which  will  be  given  full  consideration   before   publication.
 Furthermore,  upon request of the reviewing party, publication will be deferred
 for  up to  (90)  additional  days  for  preparation  and  filing  of a  patent
 application which the reviewing party has the right to file or to have filed at
 its request by the publishing party.

  Article 7 - Intellectual Property

  7.1 This  Research  Agreement  shall not be construed as implying  that either
 party hereto shall have the right to use  Background  Intellectual  Property of
 the other in  connection  with this SBIR project  except as otherwise  provided
 hereunder.

  7.1.1 The following  Background  Intellectual  Property of Sponsor may be used
 nonexclusively  without  compensation by University in connection with research
 or development activities for this project (if none, so state):

  7.1.2 The following Background  Intellectual Property of the University may be
 used  nonexclusively  and except as noted,  without  compensation by Sponsor in
 connection  with research or development  activities for this project (if none,
 so state):

  7.2 Except as otherwise  provided  herein,  ownership of Project  Intellectual
 Property shall vest in the party whose  personnel  conceived the subject matter
 or first actually  reduced the subject  matter to practice,  and such party may
 perfect  legal  protection  therein  in its own  name  and at its own  expense.
 Jointly made or generated Project Intellectual  Property shall be jointly owned
 by the Parties unless otherwise  agreed in writing.  The Sponsor shall have the
 first option for a period of (60) days to perfect the rights in jointly made or
 generated Project Intellectual Property unless otherwise agreed in writing.

  7.2.1 The Parties agree to disclose to each other, in writing,  each and every
 Subject Invention,  which may be patentable or otherwise  protectable under the
 United  States  patent  laws in Title  35,  United  States  Code.  The  Parties
 acknowledge  that they will disclose  Subject  Inventions to each other and the
 Agency within (30) days after their respective  inventor(s)  first disclose the
 invention in writing to the  person(s)  responsible  for patent  matters of the
 disclosing  Party.  All written  disclosures of such  inventions  shall contain
 sufficient  detail of the invention,  identification of any statutory bars, and
 shall be marked confidential, in accordance with 35 U.S.C. 205.

  7.2.2 Each party  hereto may use  Project  Intellectual  Property of the other
 nonexclusively  and  without   compensation  in  connection  with  research  or
 development  activities  for this SBIR  project,  including  inclusion  in SBIR
 project reports to the Agency and proposals to the Agency for continued funding
 of this SBIR project through  additional  phases.  University shall also retain
 the right to practice the Project Intellectual  Property for any educational or
 research purpose.

  7.2.3 In addition to the Government's rights under the Patent Rights clause of
 37CFR 401.14,  the Parties agree that the Government shall have an irrevocable,
 royalty free,  nonexclusive license for any governmental purpose in any Project
 Intellectual Property.

  7.2.4 Sponsor will have an option to  commercialize  the Project  Intellectual
 Property of  University  subject to any rights of the  Government  therein,  as
 follows:


  A.  Where  Project  Intellectual  Property  of  University  is  a  potentially
 patentable  invention,  Sponsor will have an exclusive  option for a license to
 such invention,  for an initial option period of (60) days after such invention
 has been  reported to Sponsor.  Sponsor may, as its election and subject to the
 patent expense reimbursement provisions of this section, extend such option for
 an additional (90) days by giving written notice of such election to University
 prior to the expiration of the initial option period. During the period of such
 option  following  notice by Sponsor of  election  to extend,  University  will
 pursue and  maintain  any patent  protection  for the  invention  requested  in
 writing by Sponsor and,  except with the written consent of Sponsor or upon the
 failure of Sponsor to  reimburse  patenting  expenses  as  required  under this
 section,  will not  voluntarily  discontinue the pursuit and maintenance of any
 United States patent protection for the invention initiated by University or of
 any patent protection requested by Sponsor.

  For any invention for which Sponsor gives of is election to extend the option,
 Sponsor will,  within (30) days after  invoice,  reimburse  University  for the
 expenses  incurred by  University  prior to expiration  or  termination  of the
 option  period  in  pursuing  and  maintaining  (i) any  United  States  patent
 protection initiated by University; and (ii) any patent protection requested by
 Sponsor.  Sponsor may terminate such option at will by giving written notice to
 than prior commitments not practically revocable,  will cease upon University's
 receipt of such notice.  At any time prior to the  expiration or termination of
 an  option,  Sponsor  may  exercise  such  option by giving  written  notice to
 University,  whereupon  the parties will  promptly and in good faith enter into
 negotiations  for a license under  University's  patent rights in the invention
 for Sponsor to make, use and/or sell products and/or  services that embody,  or
 the development,  manufacture  and/or use of which involves  employment of, the
 invention.  The terms of such license will  include:  (i) payment of reasonable
 royalties to University on sales of products or services  which embody,  or the
 development, manufacture or use of which involves employment of, the invention;
 and in the case of an  exclusive  license,  (ii)  reasonable  commercialization
 milestones and/or minimum royalties.


  B  Where  Project  Intellectual   Property  of  University  is  other  than  a
 potentially  patentable invention,  Sponsor will have an exclusive option for a
 license, for an option period extending until (60) days following completion of
 University's  performance  of the phase of this  project in which such  Project
 Intellectual  Property of University  was developed by University and disclosed
 to  Sponsor.  Sponsor may  exercise  such  option by giving  written  notice to
 University,  whereupon  the parties will  promptly and in good faith enter into
 negotiations  for a license under  University's  interest in the subject matter
 for Sponsor to make, use and/or sell products or services which embody,  or the
 development,  manufacture  and/or  use of which  involve  employment  of,  such
 Project  Intellectual  Property of  University.  The terms of such license will
 include: (i) payment of reasonable royalties to University on sales of products
 or  services  that  embody,  or the  development,  manufacture  or use of which
 involves employment of, the Project Intellectual Property of University and, in
 the case of an exclusive license, (ii) reasonable  commercialization milestones
 and/or minimum royalties.


   Article 8 - Grant of Rights

  8.1  Pursuant to Article 7, if Sponsor  elects not to  exercise  its option or
 decides to discontinue the financial  support of the prosecution or maintenance
 of the protection,  University shall be free to file or continue prosecution or
 maintain  any such  application(s),  and to  maintain  any  protection  issuing
 thereon in the U.S.  and in any foreign  country at  University's  sole expense
 with no further obligation to Sponsor.

  Article 9 - Term and Termination

  9.1 This  Research  Agreement  shall  become  effective  upon  the date  first
 hereinabove  written  and shall  continue  effect for the full  duration of the
 Contract  Period unless sooner  terminated in accordance with the provisions of
 this Article. The parties hereto may, however, extend the term of this Research
 Agreement for additional  periods as desired under mutually agreeable terms and
 conditions  which the  parties  reduce to writing  and sign.  Either  party may
 terminate  this Research  Agreement  upon (60) days prior written notice to the
 other.

  9.2 In the event  that  either  party  hereto  shall  commit  any breach of or
 default in any of the terms or conditions of this Research Agreement,  and also
 shall fail to remedy such default or breach with sixty (60) days after  receipt
 of written notice thereof from the other party hereto,  the party giving notice
 may, at this option and in addition to any other  remedies which it may have at
 law or in equity,  terminate  this  Research  Agreement  by  sending  notice to
 termination in writing to the other party to such effect,  and such termination
 shall be effective as of the date of the receipt of such notice.

  9.3  Termination  of this  Research  Agreement  by either party for any reason
 shall not affect the rights and obligations of the parties accrued prior to the
 effective  date of termination  of this Research  Agreement.  No termination of
 this Research  Agreement,  however  effectuated,  shall affect  either  party's
 rights and obligations under Articles 4,5,6,7,8, and 10.

  9.4 Should this Research Agreement be terminated,  Sponsor shall pay all costs
 and  any  uncancellable  encumbrances  accrued  by  University  as of  date  of
 termination.

Article 10 - Independent Contractor

  10.1 In the performance of all services hereunder.

  10.1.1 University shall be deemed to be and shall be an independent contractor
 and, as such,  University  shall not be entitled to any benefits  applicable to
 employees of Sponsor.

  10.1.2  Neither party is authorized or empowered to act as agent for the other
 for any purpose  and shall not on behalf of the other enter into any  contract,
 warranty,  or  representation  as to any matter.  Neither shall be bound by the
 acts or conduct of the other.

  Article 11 - Insurance

  11.1 University warrants and represents that University has adequate liability
 insurance, such protection being applicable to officers,  employees, and agents
 while acting within the scope of their employment by University, and University
 has no liability  insurance  policy as such that can extend  protection  to any
 other person.

  11.2 Sponsor will indemnify and hold harmless the Agency and  University  with
 regard to any claims 11.3 arising in connection with  commercialization  of the
 results of this project by or under the authority of the Sponsor.

  Article 12 - Governing Law

  12.1 This  Research  Agreement  shall be governed and  construed in accordance
 with the laws of the State of Florida.

Article 13 - Assignment

13.1 This Research  Agreement shall not be assigned to any third party by either
 party without the prior written consent of the parties hereto.

  13.2 This Research  Agreement is  assignable  to any division of Sponsor,  any
 majority stockholders of Sponsor,  and/or any subsidiary of Sponsor in which 51
 percent of the outstanding stock is owned by Sponsor.

  Article 14 - Research Agreement Modification

  14.1 Any agreement to change the terms of this  Research  Agreement in any way
 shall be valid  only if the change is made in writing  and  approved  by mutual
 agreement of authorized representatives of the parties hereto.

  Article 15 - Notices

  15.1 Notices, invoices, communications, and payments hereunder shall be deemed
 made if given  by  registered  or  certified  envelope,  postage  prepaid,  and
 addressed to the party to receive such notice, invoice, or communication at the
 address  given below,  or such other  address as may hereafter be designated by
 notice in writing:


If to Sponsor                           Ixion Biotechnology, Inc.
                                        13709 Progress Blvd. Box 13
                                        Alachua, FL  32615
                                        Attn:  Chief Executive Officer

If to University:
Office of Engineering Research          University of Florida
                                        319 Weil Hall
                                        Gainesville, FL  32611

If Technical Matter:                    Dr. Laurie Gower
                                        Department of Material Science
                                        and Engineering
                                        University of Florida
                                        Gainesville, FL  32610

  In Witness  Whereof,  the parties have caused these presents to be executed in
 duplicate as of the day and year above written.

Ixion Biotechnology, Inc.                      University of Florida
/s/ Weaver H. Gaines                           /s/ Sandra Goldstein
____________________                           _______________________
By:  Weaver H. Gaines                          By:  Sandra Goldstein
Title:  Chairman and                           Title:  Associated Director
Chief Executive Officer                        for Research
Date:  10/16/00                                Date:


/s/ Laurie Gower
_________________________
Dr. Laurie Gower
University Project Director