EXHIBIT 10.11

               ASSIGNMENT OF INVENTION WITH CLEARCOLL PTY LIMITED
                            DATED FEBRUARY 11, 2003




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                             ASSIGNMENT OF INVENTION




                           DATED: 11 FEBRUARY, 2003



                     PRAXIS PHARMACEUTICALS INTERNATIONAL
                                  PTY LIMITED

                             CLEARCOLL PTY LIMITED













                          BALDWIN SHELSTON WATERS LAW
                              60 Margaret Street
                                Sydney NSW 2000
                                   Australia
                              Tel +61 2 9777 2450
                              Fax +61 2 9241 3446
                        DX 10339 Sydney Stock Exchange
                          Email: bswlaw@bswip.com.au
                             Internet: www.bsw.com
                                500111869_2.DOC



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DATED:                          11 February, 2003

PARTIES:

                 PRAXIS PHARMACEUTICALS INTERNATIONAL PTY LIMITED (ABN 85 092
                 654 870) having its registered office at Duesburys, 60 Marcus
                 Clarke Street, Canberra ACT 2601 (the "ASSIGNOR")

                 CLEARCOLL PTY LIMITED (ABN 34 076 764 013) having its
                 registered office at Wearne & Co, 220 Willoughby Road, Crows
                 Nest NSW 2065 (the "ASSIGNEE")

RECITALS:

     A           Assignor is the owner of Australian Provisional Patent
                 Application PS0528, filed on 15 February 2002.

     B           Assignee wishes to purchase the rights to and commercialise the
                 Invention the subject matter of the above application.

     C           Assignor is prepared to assign to Assignee its rights in the
                 Invention, in consideration for the remuneration provided for
                 in this agreement.


OPERATIVE PROVISIONS:

1.       DEFINITIONS AND INTERPRETATION

DEFINITIONS

1.1      In this agreement including the Recitals, the following definitions
         apply, except where the context otherwise requires:

         "ASSOCIATED ENTITY" means:

         (a)      a corporation that is related to a party as defined in the
                  Corporations Act 2001 (Cth);

         (b)      any individual who, or any corporation which, in any country
                  directly or indirectly (including through intermediaries), is
                  controlled by, or is under common control with, or controls, a
                  party; and

         (c)      any corporation in which any of the above entities directly or
                  indirectly (including through intermediaries) has at least a
                  40% ownership interest through stock ownership, voting rights
                  or otherwise, or has the maximum ownership interest it is
                  permitted to have in the country where it exists.

         "COMMENCEMENT DATE" means the date of execution of this agreement.

         "COMMERCIAL PRODUCT" means a product (or discrete ingredient or part
         thereof) which applies, or is made according to the Invention.

         "EXPLOIT" means:

         (a)      in relation to an Intellectual Property right, the exercise of
                  the rights exclusively granted to the holder of such
                  Intellectual Property

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                  rights by the laws of the jurisdiction in which the
                  Intellectual Property right subsists, including the right to
                  sub-license;

         (b)      in relation to a product, kit, apparatus, substance,
                  documentation or information resource (or any part of such
                  materials), to make, distribute, market, sell, hire out,
                  lease, supply, or otherwise dispose of it; and

         (c)      in relation to a method or process, to use the method or
                  process or to make, distribute, market, sell, hire out, lease,
                  supply, or otherwise dispose of a product, kit or apparatus
                  the use of which is proposed or intended to involve the
                  exercise of the method or process.

         "FORCE MAJEURE" means an act of God, fire, lightning, explosions,
         flood, subsidence, insurrection or civil disorder or military
         operations, government or quasi-government restraint, expropriation,
         prohibition, intervention, direction or embargo, inability or delay in
         obtaining governmental or quasi-governmental approvals, consents,
         permits, licences or authorities, strikes, lock-outs or other
         industrial disputes of any kind and, any other cause whether similar or
         not to the foregoing, outside of the affected party's control.

         "GST" means Goods and Services Tax within the meaning of A New Tax
         System (Goods and Services Tax) Act 1999 and the related Acts of the
         Commonwealth of Australia.

         "INTELLECTUAL PROPERTY" means statutory and other proprietary rights in
         respect of copyright and neighbouring rights; all rights in relation to
         inventions, patents, plant varieties, registered and unregistered trade
         marks, registered and unregistered designs, circuit layouts and
         confidential information; and all other rights with respect to
         Intellectual Property as defined in Article 2 of the July 1967
         Convention Establishing the World Intellectual Property Organisation.

         "INVENTION" means:

         (a)      the invention titled "Carbohydrate-based anti-wrinkle and
                  tissue remodelling compounds", as described in the Patent
                  Rights;

         (b)      the Praxis Know-How; and

         (c)      all Intellectual Property rights relating to the Praxis
                  Know-How.

         "KNOW-HOW TRANSFER PROCEDURE" means the procedure described in Schedule
         2 whereby Assignor shall, subject to this agreement, make available to
         Assignee certain information to enable Assignee to Exploit the
         Invention.

         "NET SALES" means in relation to Sales of a Commercial Product by
         Assignee, in an arms-length, bona fide commercial transaction, the
         invoice price applicable to Sales of the Commercial Product after
         deduction of packing and freight costs and all applicable sales,
         value-added, GST or similar taxes (excluding for the avoidance of doubt
         income tax). In the case of Sales not made in an arms-length, bona fide
         commercial transaction, the Net Sales are to be calculated by reference
         to the fair market value (if higher) of the relevant Commercial Product
         in the country in which the Sales take place.


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         "NON-SALES REVENUE" means any income received by Assignee, in an
         arms-length, bona fide commercial transaction, through the assignment,
         sub-contracting, licensing or sub-licensing of the Patent Rights to a
         person that is not Assignee, after deduction of the costs of
         negotiating, concluding and administering the assignment, sub-contract,
         licence or sub-licence.

         "PATENT RIGHTS" means:

         (a)      Australian Provisional Patent Application PS0528, filed on 15
                  February 2002;

         (b)      all patent applications that have been or may hereafter be
                  filed by or on behalf of Assignor which are based on, or claim
                  priority from, or are divided from or are continuations of,
                  any patent application described in (a) above; and

         (c)      all patents which may be granted pursuant to any of the patent
                  applications referred to in (a) or (b) above.

         "PRAXIS KNOW-HOW" means formulations, drawings, specifications,
         designs, research and development results, test results, and other
         technical information that is known to Assignor and that it is entitled
         to disclose and assign to Assignee, relating to the Inventions or the
         use, operation or manufacture of Commercial Products, and any material
         form in which the above materials or information are contained or
         embodied, or from which they can be reproduced, including but not
         limited to the information described in Schedule 1.

         "QUARTER" means any period of three months ending on 31 March, 30 June,
         30 September or 31 December.

         "ROYALTIES" means all sums of money payable by Assignee to Assignor
         under clause 3.

         "REGISTRATION COSTS" means fees, costs and expenses (including patent
         attorney and legal fees and expenses) incurred in the obtaining of
         grants of patents or other forms of registered Intellectual Property
         protection over Patent Rights and maintaining the same and includes all
         expenses incurred in making and prosecuting patent applications and
         dealing with any opposition to any application for such registrations,
         any challenge to the validity of any such registrations, and action
         taken in relation to infringement of Patent Rights.

         "ROYALTIES" means all sums of money payable in return for the grant of
         a right to Commercialise the Invention.

         "SALES" includes all proceeds from the hire out, distribution, leasing,
         commercial supply, or other disposal of Commercial Products.

         "VALID CLAIM" means a claim in a patent comprised in the Patent Rights
         which patent has been granted, has not been revoked, and is not the
         subject of any legal proceedings in which its validity is called into
         question.

INTERPRETATION

1.2      The following rules of interpretation apply unless the context requires
         otherwise.


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         (a)      Headings are for convenience only and do not affect
                  interpretation.

         (b)      The singular includes the plural and conversely, and a gender
                  includes all genders.

         (c)      A reference to a person includes a body corporate, an
                  unincorporated body or other entity and conversely.

         (d)      A reference to any party to this agreement or any other
                  agreement or document includes the party's successors and
                  permitted assigns.

         (e)      A reference to any agreement or document is to that agreement
                  or document as amended, novated, supplemented, varied or
                  replaced from time to time, except to the extent prohibited by
                  this agreement or that other agreement or document.

         (f)      A reference to any legislation or to any provision of any
                  legislation includes any modification or re-enactment of it,
                  any legislative provision substituted for it and all
                  regulations and statutory instruments issued under it.

         (g)      A reference to dollars or $ is to Australian currency.

         (h)      A reference to conduct includes any omission and any statement
                  or undertaking, whether or not in writing.

2.       ASSIGNMENT AND PROTECTION OF THE INVENTION

2.1      With effect from the Commencement Date, Assignor as beneficial owner of
         the Invention assigns to Assignee to hold absolutely:

         (a)      its entire right, title and interest in and to the Invention;
                  and

         (b)      all rights, powers, liberties and immunities arising from any
                  assigned Patent Rights including the right to sue for damages
                  and all remedies in respect of any infringement of the
                  assigned Patent Rights that may have occurred prior to the
                  date of this agreement,

         collectively, the "ASSIGNED RIGHTS".

2.2      Assignor agrees that it will:

         (a)      cause all its officers, employees and consultants; all the
                  officers, employees and consultants of any of its Associated
                  Entities; and all inventors of the Invention to do all acts
                  and execute all documents necessary or desirable for further
                  assuring the right, title and interest of Assignee to the
                  Assigned Rights; and

         (b)      cause all its officers, employees and consultants; all the
                  officers, employees and consultants of any of its Associated
                  Entities; and all inventors of the Invention not to do any
                  act, matter or thing which may directly or indirectly
                  prejudice or invalidate the Assigned Rights or their
                  assignment to Assignee.

2.3      In order to enable Assignee to become fully conversant with, and to
         fully Exploit the Invention, the parties agree that on execution of
         this agreement, the Praxis Know-How shall be made known and available
         to Assignee in accordance with the Know-How Transfer Procedure.


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2.4      Assignee is the be responsible for all Registration Costs relating to
         the Invention arising on or after the Commencement Date.

2.5      Assignee will, to the extent commercially and legally reasonable in
         accordance with the advice and resources available to it:

        (a)       prosecute in the name of Assignee all patent applications
                  within the Patent Rights; and

        (b)       maintain all patents or other rights granted on those
                  applications.

2.6      If Assignee is unable or unwilling to meet any Registration Costs in
         respect of the Patent Rights in any jurisdiction and elects not to file
         a patent application or elects to allow a patent application or patent
         to become abandoned or lapse or not to be enforced, it must give
         Assignor notice of such election promptly and at least 60 days prior to
         the first date that action must be taken to avoid the abandonment or
         lapsing of the patent application or patent. Assignor may take over at
         its sole expense the filing, prosecution or maintenance of any such
         patent application or patent, and if it does so Assignee must assign
         all of its rights in such application or patent to Assignor. Assignee
         must execute and cause its employees, agents or consultants to execute
         such documents as are necessary to vest ownership of such application
         or patent in Assignor; and for Assignor to file, continue prosecution
         or maintenance of, enforce or defend such patent application or patent.

3.       REMUNERATION OF ASSIGNOR

3.1      In consideration of the assignment in clause 2.1, Assignee agrees to
         pay to Assignor Royalties equal to:

         (a)      1% of Net Sales of Commercial Products (or 2% of Net Sales of
                  Commercial Products falling within a Valid Claim); and

         (b)      5% of Non-Sales Revenue.

3.2      The parties acknowledge and agree that where a Commercial Product also
         embodies or requires the use of Intellectual Property not originating
         from Assignor, a reduced Royalty rate will be payable by Assignee to
         Assignor. The parties agree to meet in good faith to negotiate the
         Royalty rate payable, depending upon the relative value of the
         Intellectual Property in the Commercial Product. If, however, the
         parties are deadlocked, either party may by notice in writing to the
         other party refer the matter to an expert appointed by agreement
         between the parties or, in the absence of agreement, selected on the
         request of at least one party by the President or Vice President of the
         Licensing Executives Society of Australia & New Zealand.

3.3      If the matter is referred to an expert for resolution under clause 3.2:

         (a)      the expert is not to be bound by the rules of evidence and the
                  parties must ensure that the expert:

                  (i)      promptly fixes a reasonable time and place for
                           receiving submissions or information from the parties
                           or from any other persons as the expert may think
                           fit;

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                  (ii)     accepts oral or written submissions from the parties
                           as to the deadlock within 14 days of being appointed;

                  (iii)    is given all information and assistance reasonably
                           required by the expert; and

         (b)      provided that the other provisions of this clause 3.3 have
                  been complied with, makes a decision in writing within 45 days
                  of being appointed;

         (c)      the dispute resolution must be held in Sydney, Australia
                  unless the parties otherwise agree;

         (d)      the costs of the expert must be borne by the parties equally;

         (e)      the parties must ensure the expert undertakes to keep
                  confidential matters coming to the expert's knowledge by
                  reason of being appointed under clause 3.2 and in performing
                  the expert's duties;

         (f)      any person appointed as an expert will be deemed not to be an
                  arbitrator but an expert and the laws relating to arbitration,
                  including the Commercial Arbitration Act 1994 (NSW), will not
                  apply to the expert or the expert's decision or procedures;
                  and

         (g)      unless there is obvious error, the expert's decision is final
                  and binding on the parties.

3.4      Royalties are payable by Assignee within 60 days after the end of each
         Quarter and are to be calculated by reference to proceeds of Net Sales
         and Non-Sales Revenue received by Assignee during that Quarter. Each
         payment of Royalties must be accompanied by a statement signed by an
         authorised officer of Assignee showing Net Sales and Non-Sales Revenue
         received during, and the calculation of the Royalties payable in
         respect of, that Quarter.

3.5      Assignee agrees to keep at its principal place of business true and
         accurate records of:

         (a)      Net Sales and Non-Sales Revenue by it and any sub-licensees,
                  sub-contractors and assignees;

         (b)      any sub-licence, sub-contracting or assignment agreements; and

         (c)      proper and comprehensive books of account relating to all
                  moneys from time to time payable to Assignor pursuant to this
                  agreement and the basis on which the quantum of those payments
                  are calculated.

3.6      On Assignor's written request, Assignee agrees at all reasonable times,
         but not more frequently than once per calendar year, to produce the
         accounts, books and records referred to in clause 3.5 certified as
         correct by Assignee's auditors, and if so desired by Assignor, agrees
         to permit those books of accounts and records to be examined at
         Assignor's expense by an independent accountant nominated by Assignor
         and accepted by Assignee and to permit that accountant to take copies
         of or extracts from the accounts, books and records. Assignee agrees to
         give that accountant reasonable assistance, access and facilities to
         enable the accountant to verify such accounts, books and records and
         supply such other information as may be necessary or proper to enable
         the Net Sales

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         and Non-Sales Revenue and the amount of the Royalty to be ascertained
         and verified. If the independent accountant identifies a deviation of
         at least 10 percent from the amounts identified as payable to Assignor
         in statements provided by Assignee pursuant to clause 3.4, the
         accountant's reasonable costs are to be reimbursed to Assignor by
         Assignee.

3.7      All Royalties and other payments made by Assignee to Assignor under
         this agreement are to be made in Australian currency. Where conversion
         from foreign currency is required the conversion is to be made at the
         average day's buying rate of Assignee's bank prevailing two days before
         the remittance of the payment.

3.8      All Royalties and other payments made by Assignee to Assignor under
         this agreement are to be made by either one of the following methods:

         (a)      bank draft made payable to Assignor; or

         (b)      direct deposit into the following account in the name of
                  Assignor or such other account as is nominated by Assignor in
                  writing:

3.9      All amounts payable to Assignor under this agreement are exclusive of
         GST and any other applicable taxes. Assignee will, to the extent
         necessary, deduct applicable taxes from the amounts specified as being
         payable to Assignor under this agreement.

3.10     In addition to any other remedy available under this agreement or
         otherwise, Assignee may suspend payment of Royalties if a third party
         has brought legal proceedings alleging that any of the Patent Rights
         are invalid or that the Exploitation of Commercial Products infringes
         its Intellectual Property rights and those proceedings have not been
         resolved by an unappealed or unappealable decision against the third
         party. If those proceedings are resolved by an unappealed or
         unappealable decision against the third party, then Assignee must
         within 60 days pay to Assignor all Royalties withheld under this
         clause.

4.       WARRANTIES

4.1      Assignor warrants that:

         (a)      it has legitimate title to and is the unencumbered owner of
                  the Patent Rights; and

         (b)      the Praxis Know-How was not obtained in breach of any
                  obligation of confidentiality.

4.2      The signatories to this agreement warrant that they have authority to
         enter into this agreement on behalf of the party they represent.

5.       DISPUTE RESOLUTION

5.1      If a dispute arises out of or related to this agreement no party may
         commence court or arbitration proceedings (other than proceedings for
         urgent interlocutory relief) unless it has complied with this clause.

5.2      A party to this agreement claiming that a dispute has arisen under or
         in relation to this agreement must give written notice to the other
         parties specifying the nature of the dispute. On receipt of that notice
         by the other

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         parties the parties' representatives must endeavour in good faith to
         resolve the dispute expeditiously and failing agreement within seven
         days must use informal dispute resolution techniques such as mediation,
         expert evaluation or determination or similar techniques agreed to by
         them.

5.3      If the parties do not agree within seven days of receipt of the notice
         referred to in this clause as to the dispute resolution technique and
         procedures to be adopted, the time table for all steps in those
         procedures, and the selection of compensation of the independent person
         required for such a technique, then the parties must mediate the
         dispute in accordance with the Mediation Rules of the Law Society of
         New South Wales and the President of the Law Society of New South Wales
         or the President's nominee will select the mediator and determine the
         mediator's remuneration.

5.4      This agreement is governed by the laws of New South Wales and subject
         to this clause, the parties submit to non-exclusive jurisdiction of the
         courts of New South Wales. Service of any legal process may be effected
         on a party by forwarding that legal process as if it were a notice
         given under this agreement.

6.       NOTICES

6.1      A notice, approval, consent or other communication in connection with
         this agreement must be in writing sent to the address of the receiving
         party appearing below or such other address as may be communicated by
         the receiving party, marked for the attention of any person nominated
         for that purpose by the receiving party (and who in the absence of any
         such nomination is the signatory to this agreement on behalf of the
         party), and may be sent by prepaid post (air mail if international),
         courier, facsimile transmission or electronic mail.

         IN THE CASE OF ASSIGNOR:


         Praxis Pharmaceuticals Pty Ltd

         Suite 600-595 Hornby St.

         Vancouver,B.C

         V6C-1A4

         Phone:   +1 604-688-6050

         Fax:     +1 604-688-1817

         Email: Dstadnyk@telus.net



         IN THE CASE OF ASSIGNEE:


         Clearcoll Pty Ltd

         262 Johnston St

         Annandale NSW Australia 2038

         Fax: + 61 2 9810 0630

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         Email: geoffh@ultraceuticals.com.au

6.2      A notice, approval, consent or other communication is taken to have
         been received:

         (a)      seven days after sending if sent by post;

         (b)      if sent by courier, at the time indicated by the records of
                  the courier;

         (c)      if sent by facsimile, upon production of an entry created for
                  the purposes of a transmission report by the machine from
                  which the facsimile was sent which indicates that the
                  facsimile was sent in its entirety to the facsimile number of
                  the recipient; and

         (d)      if sent by electronic mail, on receipt by the sender of an
                  acknowledgment indicating that the mail item was read by the
                  recipient.

7.       FORCE MAJEURE

7.1      If the performance of this agreement or any obligations under this
         agreement, except the making of required payments, is prevented,
         restricted, or interfered with by reason of Force Majeure, the affected
         party, upon giving prompt notice to the other party, is excused from
         such performance to the extent of such prevention, restriction, or
         interference. The affected party must use its best efforts to avoid or
         remove the Force Majeure or to limit the impact of the event on its
         performance and must continue performance with the utmost dispatch when
         the Force Majeure is removed.

7.2      If an event of Force Majeure has the effect of substantially preventing
         performance of this agreement by a party for a period of more than 60
         days, the unaffected party may by notice to the other party terminate
         this agreement.

8.       GENERAL

8.1      This agreement may only be amended by agreement of the parties in
         writing.

8.2      A party may give conditionally or unconditionally or withhold its
         approval or consent in its absolute discretion unless this agreement
         expressly provides otherwise.

8.3      No failure or delay of any party to exercise any right given pursuant
         to this agreement or to insist on strict compliance by any other party
         of any duty or obligation in this agreement constitutes a waiver of any
         party's rights to demand exact compliance with the terms of this
         agreement.

8.4      Any delay or omission by any party to exercise any right arising from
         any default does not affect or prejudice that party's right in respect
         to such a default or any subsequent default or the continuance of any
         default.

8.5      This agreement does not constitute any party the agent of another or
         imply that the parties intend constituting a partnership, joint venture
         or other form of association in which any party may be liable for the
         acts or

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         omissions of another. No party has authority to pledge the credit of
         another.

8.6      This agreement contains the entire agreement of the parties with
         respect to its subject matter. It sets out the only conduct relied on
         by the parties and supersedes all earlier conduct by the parties with
         respect to its subject matter.

8.7      The rights and obligations of each party under this agreement are
         personal. They may not be assigned, charged, encumbered or otherwise
         dealt with, and no party may attempt or purport to do so.

8.8      Each party is to bear its own costs arising out of the negotiation,
         preparation, stamping, execution and (subject to other provisions of
         this agreement) performance of this agreement.

8.9      This agreement may be executed in any number of counterparts.  All
         counterparts taken together will be taken to constitute one agreement.

9.       SEVERABILITY

9.1      The provisions of this agreement are severable. If any provision in
         this agreement is found or held to be invalid or unenforceable or
         capable of termination by a party in any jurisdiction in which this
         agreement is performed, then the meaning of that provision will be
         construed, to the extent feasible, to render the provision enforceable,
         and if no feasible interpretation would save such provision, it is to
         be severed from the remainder of this agreement which is to remain in
         full force and effect and to be interpreted so as to achieve the
         commercial intentions of the parties, unless the absence of the
         provisions that are invalid, unenforceable or terminable substantially
         impair the value of the entire agreement to either party. In that
         event, the parties agree to use their respective reasonable efforts to
         negotiate a substitute, valid and enforceable provision which most
         nearly effects the parties' commercial intent in entering into this
         agreement.











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SCHEDULE 1 - PRAXIS KNOW-HOW
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1.       Copies of Assignor's laboratory and/or production notes and procedures
         relating to the Invention.

2.       Lists of all known suppliers of the reagents, chemicals and other raw
         materials required for the development and Exploitation of the
         Invention.

3.       Information relating to:

         (a)      the preferred embodiments of the Invention;

         (b)      commercially secret improvements of the Invention;

         (c)      any procedures that are used by Assignor in the use of the
                  Invention;

         (d)      any technical problems that have been encountered by Assignor
                  in the development and use of the Invention; and

         (e)      preferred suppliers of raw materials.



SCHEDULE 2 - KNOW-HOW TRANSFER PROCEDURE
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1.       Within 14 days from the Commencement Date, Assignor is to supply to
         Assignee copies of all Praxis Know-How, and any other existing
         information resources reasonably required by Assignee for the
         development and Exploitation of the Invention.

2.       Within 30 days from the Commencement Date, Assignor is to convene a
         meeting between Assignor's Technical Staff and Assignee's Technical
         Staff. At this meeting, Assignor's Technical Staff will inform
         Assignee's Technical Staff in relation to the Invention, including but
         not limited to information on:

         (a)      the preferred embodiments of the Invention;

         (b)      commercially secret improvements on the Invention;

         (c)      any procedures that are used by Assignor in the use of the
                  Invention;

         (d)      any technical problems that have been encountered by Assignor
                  in the development and use of the Inventions; and

         (e)      preferred suppliers of raw materials.

3.       For a period of 4 weeks following the meeting referred to in paragraph
         3 above, Assignor's Technical Staff will assist Assignee's Technical
         Staff to understand, comprehend and utilize the Invention. During this
         period, all expenses that relate to Assignor's Technical Staff,
         including, but not limited to, all employment expenses (wages,
         insurance, etc) will be borne by Assignor, and all expenses that relate
         to Assignee's Technical Staff, including, but not limited to, all
         employment expenses (wages, insurance, etc) will be borne by Assignee.
         Thereafter, Assignor's Technical Staff,

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         subject to their other duties and commitments, will reasonably assist
         Assignee's Technical Staff at the request of Assignee, provided that
         Assignor reserves the right to charge Assignee for all expenses that
         relate to Assignor's Technical Staff, including, but not limited to,
         all employment expenses (wages, insurance, etc).

4.       During the time period referred to in paragraph 4 above, Assignor's
         Technical Staff shall provide and convey any technical information
         required by Assignee's Technical Staff known to Assignor and reasonably
         requested by Assignee, including all or any scientific or technical
         information, know-how, show-how, methodology, code, data, statistics or
         any other information which relates to any of the inventions, patents
         or improvements including all manuals, software, documents and other
         media materials requested by Assignee's Technical Staff.



DEFINITIONS

"ASSIGNOR'S TECHNICAL STAFF" includes all current employees and consultants of
Assignor who have knowledge of the practical working aspects of the Invention,
or knowledge of the research that led to the development of the Invention and
any subsequent improvements.

"ASSIGNEE'S TECHNICAL STAFF" means any persons nominated by Assignee who were
not involved in the development of the Invention.

















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                                                     BALDWIN SHELSTON WATERS LAW

ASSIGNMENT OF INVENTION
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EXECUTED AS AN AGREEMENT


Signed for and on behalf of        )
PRAXIS PHARMACEUTICALS             )
INTERNATIONAL PTY LIMITED          )
by its authorised representative   )
in the presence of:                )      ......................................
                                          Signature of Authorised Representative


..................................         ......................................
Signature of Witness                      Name of Authorised Representative


..................................
Name of Witness


Signed for and on behalf of        )
CLEARCOLL PTY LIMITED              )
by its authorised representative   )
in the presence of:                )      ......................................
                                          Signature of Authorised Representative


..................................         ......................................
Signature of Witness                      Name of Authorised Representative


..................................
Name of Witness




























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