6

Letterhead of Kendall Capital Associates

                  Draft of 3-14whg

March 1, 2002

Special Committee of the Board of Directors
Ixion Biotechnology, Inc.
c/o      Mr. Weaver H. Gaines
         Chairman and CEO
         Ixion Biotechnology, Inc.
         13709 Progress Boulevard
         Alachua, FL 32615

Dear Mr. Gaines:

With respect to various  contemplated  potential  transactions  involving  Ixion
Biotechnology, Inc. ("Ixion" or the "Company"), Ixion hereby agrees with Kendall
Capital Associates LLC ("KCA") as follows:

1.  Engagement  and General Role. KCA shall be Ixion's  non-exclusive  agent and
financial advisor in connection with various potential financing and M&A-related
transactions, as set forth below. In its role KCA shall, among other things (and
if, as, and when requested by Ixion),  review and advise as to Ixion's financial
strategy,  assist  in  the  preparation  of  multiple  offering  and  disclosure
materials,  contact prospective  institutional  investors and purchasers so that
Ixion can provide them with relevant  information,  prepare Ixion  personnel for
meetings  with such parties and assist in  arranging  such  meetings,  assist in
structuring,  negotiating and closing a transaction,  provide a fairness opinion
with respect to an acquisition, and provide other customary services.

2.  Transaction  Types and Fee  Structure.  The parties  contemplate a number of
different types of potential transactions (individually, a "Transaction"),  each
of which  would  involve a  differently-calculated  fee  being  paid to KCA (the
"Closing Fee") as set forth below and further defined in the Annex hereto.
<TABLE>
<CAPTION>
                           <S>                                      <C>

           ------------------------------------------- ---------------------------------------
                      Type of Transaction                     Closing Fee Calculation

           ------------------------------------------- ---------------------------------------
           ------------------------------------------- ---------------------------------------
           Sale of Ixion to 3rd party                  "Lehman" formula
           ------------------------------------------- ---------------------------------------
           ------------------------------------------- ---------------------------------------
           Sale of Ixion division to 3rd party         "Double Lehman" formula
           ------------------------------------------- ---------------------------------------
           ------------------------------------------- ---------------------------------------
           VC/Institutional Equity Financing ("VC      7% of first $5 million, plus
           Financing")                                 4% of second $5 million, plus
                                                       1% of all over $10 million, plus
                                                       "Warrants"
           ------------------------------------------- ---------------------------------------
           ------------------------------------------- ---------------------------------------
           "Q-Med                                      Take  Out"  3.5% of first
                                                       $5  million,  plus  2% of
                                                       second $5  million,  plus
                                                       1%  of   all   over   $10
                                                       million

           ------------------------------------------- ---------------------------------------
</TABLE>

     Notwithstanding the foregoing, if (i) Q-Med AB ("Q-Med") makes a bona fide,
     Q-Med  Board-approved offer (a "Q-Med Offer") to purchase additional equity
     interests of Ixion (via purchase of outstanding  minority equity  interests
     or otherwise) such that upon consummation it would own substantially all of
     Ixion,  and (ii) such Offer is
<PAGE>

     formally  made prior to the  initiation  of marketing  activities  by Ixion
     (and/or by KCA, as its  representative)  in connection  with a VC Financing
     (an "Early  Take-Out  Offer"),  then the  Closing  Fee  payable to KCA upon
     consummation of such transaction shall be $75,000 in cash.

     Generally  the Closing  Fee shall be payable at  closing,  in full in cash;
     provided,  however, that if an acquisition price was in part contingent, or
     if the VC  Financing  were  "staged"  or  otherwise  subject to  subsequent
     events,  then the  amount of the  Closing  Fee that shall be paid to KCA in
     cash at the initial closing or determination  date ("First Closing") and at
     subsequent  closings or  determination  dates  ("Later  Closing")  shall be
     determined as follows:

(a)      At the First Closing,  the appropriate fee calculation  formula,  noted
         above, shall be applied to the amount actually paid or invested, as the
         case may be, by the 3rd party at the First  Closing,  as if that amount
         so paid or  invested  represented  one  hundred  percent  (100%) of the
         amount to be paid or invested by such 3rd party;

(b)      At each  Later  Closing,  the same  fee  calculation  formula  shall be
         applied  to the sum of (i) the amount to be then paid or  invested  and
         (ii) the amount  already paid or invested;  from that sum there will be
         subtracted  all Closing Fee  amounts  paid to KCA at the First  Closing
         (and all prior Later Closings, if any) (however,  there shall not be an
         increase in the aggregate fee as a result of multiple closings);

(c)      Amounts  paid to KCA as a  Retainer,  as  defined  below,  shall not be
         offset  against  cash  payments  due to KCA until the Later  Closing at
         which all  contingencies or staged payments are,  pursuant to the terms
         of the original documents or other agreements  reasonably acceptable to
         KCA, being fully satisfied.

     KCA shall receive its Closing Fee  regardless of the source of the invested
     capital,  of whether KCA introduced the investor(s) or purchaser(s),  or of
     whether  other  advisors had been  retained by Ixion,  or any other similar
     factor.

     Notwithstanding the foregoing,  in connection with a Q-Med Take-Out,  forty
     per cent  (40%) of the  estimated  Closing  Fee  shall be paid in cash upon
     receipt of the Q-Med Offer,  with the remainder payable in cash at closing,
     provided, however, that such amounts shall be paid only from a "good faith"
     or  similar  payment  made by Q-Med in  connection  with  the  Q-Med  Offer
     (including  without  limitation  a  letter  of  credit  or  similar  backup
     arrangement  with any party that  serves a purpose  similar to a good faith
     payment),  or from interim financing being made available to Ixion directly
     or indirectly by Q-Med in connection with the Q-Med Offer.

     Notwithstanding  the foregoing,  no Closing Fee shall be payable in respect
     of a bridge  financing  of up to $2 million  if  pursued  by Ixion  without
     assistance from KCA. Further, no Closing Fee shall be payable in respect of
     amounts  paid to Ixion by  Johnson & Johnson or Eli Lilly and  Company  (or
     their respective  affiliates)  except in connection with investments by any
     such party in Ixion that are made as an integral part of a Transaction that
     includes other investors.

     Pro rata  warrants  shall be  issued at the First  Closing  and  subsequent
     closings of any VC Financing.  No Warrants  shall be issuable in connection
     with any other Transaction.
<PAGE>

     In all cases  receipt of amounts due at any closing would be a condition of
such closing.

3. Fairness Opinion. At Ixion's request, in connection with any Transaction, KCA
will provide a fairness opinion for a separate fee of $80,000. Although the need
for a  fairness  opinion in  connection  with a Q-Med  Take-Out  shall be at the
complete  discretion  of Ixion,  if such opinion is sought it shall be requested
from KCA absent clear evidence of KCA's  conflict or similar  inability to issue
such Opinion.

4. Retainer.  As of March 1, 2002, Ixion shall pay KCA a retainer fee of $5,000.
On the first day of each month  thereafter  during the term hereof,  Ixion shall
additionally pay KCA the sum of $5,000. (Such payments, in the aggregate,  shall
be defined as the  "Retainer").  The  Retainer  shall be prorated for periods of
less than one month,  and KCA shall  promptly  refund any portion of the monthly
fee that is not earned.  One hundred  percent  (100%) of the  Retainer  shall be
offset  against  amounts  to be  paid  to  KCA  in  cash  at  the  closing  of a
Transaction;  provided,  however,  that only 50% of the Retainer would be offset
against amounts to be paid in cash at a closing relating to a Q-Med Take-Out.

5. Expenses. KCA's  reasonably-incurred  out-of-pocket expenses shall be paid to
KCA by Ixion at  approximately  monthly  intervals,  upon receipt of appropriate
supporting  documentation  in  conformance  with  Ixion's  expense  and  receipt
policies.  All proposed  expenses greater than $1,000 per item shall require the
prior written approval of Ixion.

6. Marketing.  KCA contacts with  prospective  investors and purchasers shall be
limited to those  approved by Ixion.  Marketing  activities for the VC Financing
shall be deemed to have been  initiated  (for purposes of  determining  the date
related to an Early Take Out Offer, per section 2, above) upon the completion of
an  Information  Memorandum,  satisfactory  to  Ixion  and the  commencement  of
telephone  or other  contacts  by Ixion (or KCA as its  representative)  to duly
approved potential investors.

7.  Confidentiality.  KCA agrees to hold confidential any and all information it
receives or of which it learns in connection  with its  representation  of Ixion
hereunder.

8. Term. The initial term of this  agreement  shall be from the date first above
written  until  September  30,  2002 (the  "Term  Date").  This  agreement  will
automatically be extended and re-extended for successive  monthly periods if, at
the date of any scheduled termination, Ixion is in discussions with any investor
regarding a Transaction or is otherwise  offering the Transaction to any portion
of  the  private   institutional  equity  market  or  to  potential  purchasers.
Notwithstanding  the foregoing,  Ixion may terminate this agreement at any time,
upon four weeks'  written  notice to KCA.  No  termination  by Company  shall be
effective  until  it has  (a)  made  any  and  all  Retainer  payments  required
hereunder, (b) reimbursed KCA for its reasonable out-of-pocket expenses incurred
then-to-date, and (c) approved the Prospect List, as defined below.

Even after  termination,  KCA shall  nevertheless be entitled to its Closing Fee
and, to the extent applicable as provided herein,  Warrants,  with respect to an
investment  or a purchase  made by any party  with which the  Company or KCA had
contact in the  context of an  investment  in Ixion or the  purchase of all or a
part of Ixion  during  KCA's  tenure,  if such party signs a letter of intent or
term sheet (or similar  document)  within one year of the effective date of such
termination  relating to a  Transaction  and indeed closes such
<PAGE>

transaction  on reasonably  similar terms within a reasonable  time  thereafter,
except that,  as provided in section 2, no fee shall be payable in respect of an
investment  or  purchase  made by Johnson & Johnson or Eli Lilly and  Company or
their respective affiliates. At any termination, a list of all such parties (the
"Prospect   List")   shall  be  provided  by  KCA  to  Ixion,   which  shall  be
determinative,  unless Ixion  objects to the Prospect  List within 30 days after
receipt.  The provisions of this section and sections 8 and 10 shall survive the
termination of this agreement.

9.  Indemnification.  If KCA  becomes  involved  in any  capacity in any action,
proceeding,  or investigation in connection with any matter  ("Matter")  arising
out of this  agreement,  the Company shall pay (promptly,  as and when incurred)
the reasonable legal and other expenses of KCA incurred in connection  therewith
(including without limitation the cost of any investigation or preparation). The
Company  also  will  indemnify  KCA  against  any  losses,  claims,  damages  or
liabilities  to which KCA may become  subject  ("Loss") in  connection  with any
Matter,  except to the extent that any such Loss  results  principally  from the
gross negligence, willful misconduct, or bad faith of KCA in performing services
which are the  subject of this  agreement.  In the event  that Ixion  shall have
reimbursed expenses pursuant to this section 9 to KCA in such circumstances, KCA
shall promptly repay to Ixion the amount of such reimbursed expenses.

KCA agrees to notify the Company promptly of the assertion  against it or any of
its  employees  of any claim or the  commencement  of any  action or  proceeding
related to the transactions and activities contemplated hereby. KCA's failure to
so notify the  Company  shall not relieve the  Company  from any  obligation  or
liability  which it would  otherwise  have except to the extent that it has been
materially prejudiced by such failure.

If Ixion so elects,  Ixion may assume the defense of such proceeding,  including
the  employment of counsel and the payment of fees and expenses of such counsel.
In any proceeding the defense of which Ixion assumes, KCA will have the right to
participate  in such  litigation  and to retain its own counsel at KCA's expense
unless (i) Ixion shall have failed to employ counsel or to assume the defense of
the  proceeding in a timely manner or (ii) the named parties to such  proceeding
include Ixion and KCA as a result of which having common counsel would present a
conflict of interest due to differing  interests between Ixion and KCA, in which
case  KCA  may  employ  separate  counsel  to  represent  or  defend  it in such
proceeding and Ixion will pay the reasonable  fees and expenses of not more than
one separate counsel for KCA and all related parties entitled to indemnification
hereunder.  Ixion will not be  obligated  to  indemnify  KCA or any such related
parties  with  respect  to  any  loss,  claim,   damage  or  liability  settled,
compromised or consented to without the prior written consent of Ixion.

10. Due  Authorization.  The Company  represents  that it has full  authority to
execute this  agreement  and that the terms hereof shall be binding upon it, its
parent  and any  successor  entity to either of them,  and that it will take all
such  actions as are  reasonably  requested  by KCA to bind in writing  any such
party to the terms of this agreement.

11. Dispute Resolution.  Neither party shall institute a proceeding in any court
or  administrative  agency to resolve a dispute  between the parties before that
party has sought to resolve the dispute  through  direct  negotiations  with the
other party.  If the dispute is not  resolved  within three weeks after a demand
for direct negotiation, the parties shall attempt to resolve the dispute through
mediation  under the Center for Public  Resources  ("CPR")  Model  Procedure for
Mediation  of  Business  Disputes in effect on the date of this  agreement.  The
parties will select a mediator with the assistance of the
<PAGE>

CPR. Unless  otherwise  agreed,  the parties will select a mediator from the CPR
Panels of  Distinguished  Neutrals.  Any  controversy or claim arising out of or
relating to this agreement,  or the breach,  termination,  or validity  thereof,
shall be settled by arbitration by a sole  arbitrator in accordance with the CPR
Rules for Non-Administered  Arbitration, and judgment upon the award rendered by
the arbitrator may be entered by any court having jurisdiction thereof.

12. Other.  This agreement shall be effective as of the date first above written
and sets forth the entire  understanding of the parties and supercedes any prior
communications,   understandings  or  agreements  between  the  parties  hereto,
although the parties acknowledge that this agreement is substantially similar to
oral agreements heretofore  represented to exist. This agreement may be executed
in counterparts,  and a facsimile  signature shall be effective.  This agreement
cannot be changed, nor can any of its provisions be waived,  except by a writing
executed by the  parties.  This  agreement  shall be governed by the laws of the
State of Florida,  United States of America (without  reference to its conflicts
of laws  provisions).  THE PARTIES HEREBY CONSENT TO  JURISDICTION IN SUCH STATE
AND COUNTRY AND  FURTHERMORE  WAIVES ALL RIGHTS OF NOTICE OR  OBJECTION  TO SUCH
JURISDICTION  IN CONNECTION  WITH THE  ENFORCEMENT  OF THEIR  RESPECTIVE  RIGHTS
HEREUNDER.

KCA is pleased to accept this  engagement and looks forward to working with you.
Please  confirm that the foregoing  correctly sets forth your  understanding  by
signing and returning the enclosed copy of this agreement.

Very truly yours,

Kendall Capital Associates LLC

By:________________________________
         Managing Member

Agreed to and accepted as of the date first above written:

Ixion Biotechnology, Inc.


By:___________________________
            Chief Executive Officer



<PAGE>


                                      Annex

"Lehman  Formula" shall mean 5% of the first $1 million,  plus 4% of the next $1
million, plus 3% of the next $1 million, plus 2% of the next $1 million, plus 1%
of all amounts thereafter, in all events relating to the Total Price.

"Double Lehman  Formula"  means two times the amount  determined by applying the
Lehman formula to the Total Price.

"Total Price" means the aggregate consideration (determined by GAAP) paid by the
acquiring entity,  including  obligations  assumed,  but not including executive
compensation.

"Q-Med Take-Out" shall mean the purchase of additional equity interests of Ixion
(via purchase of outstanding minority equity interests or otherwise) by Q-Med AB
such that upon  consummation  (assuming the  acceptance of Q-Med's offer and the
sale  of  such  outstanding  interests  by the  owners  thereof)  it  would  own
substantially all of Ixion,

"Warrants"  shall mean 5 year  warrants to purchase  common  stock of Ixion in a
dollar  amount equal to 5% of the amount of capital  invested by investors in VC
Financing; provided, however, that no amount invested by Q-Med AB shall be given
effect in this regard.  The number of shares of Ixion  common  stock  subject to
purchase via  exercise of the  Warrants  shall be  calculated  by dividing  such
dollar  amount by the per share price paid by such  investors,  and the exercise
price of the  Warrants  shall be 110% of such share price.  The  Warrants  shall
otherwise be in a form reasonably acceptable to KCA.