Exhibit 10.2

                             STOCKHOLDERS AGREEMENT

      STOCKHOLDERS  AGREEMENT  dated as of May 18, 2006, by and among Mount Cook
BioSciences,  Inc.,  a Delaware  corporation  (the  "Company"),  Dr.  Lindsay A.
Rosenwald,   M.D.   ("Rosenwald"  and  together  with  Rosenwald's   affiliates,
"Paramount"),  Enhance  Biotech,  Inc.  ("Enhance"),  and each other  Person who
executes a joinder  hereto in the form of Exhibit A  attached  hereto  (together
with  Paramount,   Enhance,   and  their   respective   Permitted   Transferees,
collectively   referred  to  as  the   "Stockholders"   and  individually  as  a
"Stockholder"). Capitalized terms used herein but not otherwise defined have the
meanings set forth in Section 1.

      WHEREAS,  each Stockholder owns or has the right to acquire certain shares
of the common  stock of the  Company,  par value  $0.01 per share  (the  "Common
Stock");

      WHEREAS,  the  Company  and the  Stockholders  desire  to enter  into this
Agreement  for the purposes,  among others,  of limiting the manner and terms by
which the Stockholder Shares may be transferred.

      NOW, THEREFORE,  in consideration of the mutual covenants contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

            1. Definitions.  As used herein,  the following terms shall have the
      following meanings:

      "Affiliate" shall mean, as to any Person,  any other Person which directly
or indirectly  controls,  or is under common  control with, or is controlled by,
such  Person.  As  used in  this  definition,  "control"  (including,  with  its
correlative  meanings,  "controlled  by" and "under common  control with") shall
mean  possession,  directly  or  indirectly,  of power to  direct  or cause  the
direction of management or policies  (whether through ownership of securities or
partnership or other ownership interests,  by contract or otherwise);  provided,
that  beneficial  ownership  of 10% or more  of the  voting  securities  (or the
equivalents) of a Person shall be deemed to be control.

      "Approved  Sale"  means a Sale of the Company to any Person that is not an
Affiliate of the Company or Rosenwald  which has been  approved by the Board and
Rosenwald.

      "Board" means the Company's board of directors.

      "Business  Day" means any day that is not a Saturday,  Sunday or other day
on which banks are  required or  authorized  by law to be closed in the State of
New York or City of New York.

      "Bylaws"  means  the  Bylaws  of the  Company  and  subsequent  amendments
thereto.

      "Certificate of  Incorporation"  means the Certificate of Incorporation of
the Company, as amended from time to time.


                                       1
<PAGE>

      "Commission" means the Securities and Exchange Commission.

      "Common Stock" has the meaning set forth in the Recitals.

      "Common  Stock  Deemed  Outstanding"  means the number of shares of Common
Stock, determined on a fully diluted basis after giving effect to the conversion
or exchange of all outstanding  securities  convertible into or exchangeable for
Common Stock (collectively,  "Common Stock Equivalents") and the exercise of any
options,  warrants  or other  rights to  acquire  Common  Stock or Common  Stock
Equivalents,  in each case  without  regard  to any  restrictions  on  exercise,
exchange or conversion.

      "Company" has the meaning set forth in the Recitals.

      "Enhance  Shares" means all  Stockholder  Shares issued or issuable to, or
otherwise held by Enhance and its Affiliates.

      "Equity Interest" means any share, capital stock,  partnership,  member or
similar  interest  in the  Company,  including  Common  Stock,  and any  option,
warrant, right or security (including debt securities) convertible, exchangeable
or exercisable therefor.

      "Family  Group"  means,  with respect to an individual  Stockholder,  such
Stockholder's  spouse and descendants (whether natural or adopted) and any trust
solely for the benefit of such  Stockholder  and/or such  Stockholder's  spouse,
their respective ancestors and/or descendants (whether natural or adopted).

      "Other   Stockholders"   means,   with  respect  to  a  Stockholder,   all
Stockholders other than such Stockholder.

      "Permitted  Issuance"  means  an  issuance  of  Equity  Interests  (i)  in
connection  with  a  stock  dividend  or  upon  any  subdivision,  stock  split,
recapitalization, reclassification, share combination or similar reorganization;
(ii)  upon  conversion  of  any  shares  of  convertible  securities;  (iii)  in
connection  with the grant of, or exercise  of,  options,  warrants or rights to
subscribe for shares of Common Stock, to officers, directors and other employees
of the Company and to consultants to the Company  pursuant to stock options that
are issued  pursuant to a stock option plan  approved by the Board or such other
options  that are granted to such persons and that are approved by a majority of
the entire  Board (in each case,  as such number of shares may be adjusted  from
time to time  in  accordance  with  the  terms  of  such  stock  option  plan or
agreements  evidencing  grants  thereunder);  or  (iv)  pursuant  to any  public
offering  registered under the Securities Act; (v) in connection with loans from
financial institutions, banks or equipment lessors, in connection with bona fide
loan transactions.

      "Permitted Transferees" has the meaning given thereto in Section 2(d).

      "Person" means an  individual,  a  partnership,  a corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  or  a  governmental  entity  or  any
department, agency or political subdivision thereof.

      "Pro Rata Share" means,  with respect to each  Stockholder as of any given
time,  the quotient  determined by dividing (i) the total number of  Stockholder
Shares held by such  Stockholder  at such time,  by (ii) the Common Stock Deemed
Outstanding at such time.


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<PAGE>

      "Public Sale" means any sale of Stockholder  Shares to the public pursuant
to an offering  registered  under the Securities  Act or to the public  effected
through a broker,  dealer or market maker pursuant to the provisions of Rule 144
under the Securities Act.

      "Sale Notice" has the meaning set forth in Section 2(b).

      "Sale of the Company"  means (i) a transaction  or series of  transactions
(including  by way of merger,  consolidation,  or sale of equity)  the result of
which  is that  the  holders  of the  Common  Stock  immediately  prior  to such
transaction(s)  (on a fully  diluted as if  converted  basis)  are after  giving
effect to such  transaction(s)  no longer,  in the  aggregate,  the  "beneficial
owners" (as such term is defined in Rule 13d-3 and Rule 13d-5  promulgated under
the  Securities  Exchange  Act),  directly  or  indirectly  through  one or more
intermediaries,  of more than 50% of the Common Stock (on a fully  diluted as if
converted  basis),  or  (ii)  sale,   lease,   transfer,   conveyance  or  other
disposition, in one or a series of related transactions, of all or substantially
all of the Company's assets determined on a consolidated basis.

      "SEC" means the  Securities and Exchange  Commission and any  governmental
body or agency succeeding to the functions thereof.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time.

      "Securities  Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

      "Stockholder" has the meaning set forth in the Recitals.

      "Stockholder  Shares" means (i) any Common Stock held by the Stockholders,
and (ii) any equity  securities  of the Company  issued or issuable  directly or
indirectly with respect to the securities referred to in clause (i) above by way
of stock dividend or stock split or in connection  with a combination of shares,
recapitalization,  merger,  consolidation  or  other  reorganization.  As to any
particular shares constituting  Stockholder Shares, such shares will cease to be
Stockholder  Shares when they have been sold in a Public Sale, an Approved Sale,
or upon the consummation of a Trading Event.  For purposes of this Agreement,  a
Person will be deemed to be a holder of Stockholder  Shares whenever such Person
has the right to acquire  directly or indirectly such  Stockholder  Shares (upon
conversion  or  exercise,  in  connection  with  a  transfer  of  securities  or
otherwise), whether or not such acquisition has actually been effected.

      "Subsidiary"  means, with respect to any Person, any corporation,  limited
liability  company,  partnership,  association or other business entity of which
(i) if a  corporation,  a majority of the total  voting power of shares of stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers  or  trustees  thereof is at the time owned or
controlled,  directly or indirectly,  by that Person or one or more of the other
Subsidiaries of that Person or a combination  thereof, or (ii) if a partnership,
limited liability  company,  association or other business entity, a majority of
the partnership or other similar ownership interest thereof is at the time owned
or controlled, directly or indirectly, by any Person or one or more Subsidiaries
of that  Person or a  combination  thereof.  For  purposes  hereof,  a Person or
Persons shall be deemed to have a majority  ownership interest in a partnership,
limited liability  company,  association or other business entity if such Person
or Persons  shall be  allocated a majority  of  partnership,  limited  liability
company,  association  or other  business  entity gains or losses or shall be or
control the managing director,  managing member, manager or a general partner of
such  partnership,  limited  liability  company,  association  or other business
entity.


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<PAGE>

      "Trading Event" means the first date on which the  Stockholder  Shares (or
securities  received in exchange for  Stockholder  Shares)  trades on a national
securities  exchange or on the NASDAQ,  including the "Over the Counter Bulletin
Board".

      "Transfer" has the meaning set forth in Section 2(a).

            2. Restrictions on Transfer of Stockholder Shares.

            (a) Transfer of  Stockholder  Shares.  For a period of two (2) years
from the date hereof, no holder of Enhance Shares shall sell, transfer,  assign,
pledge  or  otherwise  dispose  (a  "Transfer")  of  (whether  with  or  without
consideration  and whether  voluntarily or involuntarily or by operation of law)
any interest in such holder's  Enhance  Shares,  except  pursuant to (i) Section
2(b), 2(c) or Section 3, (ii) a Transfer to a Permitted Transferee,  or (iii) in
a Public Sale,  without the written  consent of Rosenwald (and the Company shall
not register any such Transfer on its books without such consent).

            (b) Drag  Along  Rights.  In the  event  that at any time  Paramount
receives  a bona fide offer  from any  proposed  purchaser,  to  purchase  fifty
percent  (50%)  or more of the  Stockholder  Shares  then  owned  by  Paramount,
Paramount shall have the right, exercisable upon twenty (20) days' prior written
notice to the Other Stockholders,  to require the Other Stockholders to sell all
of their  Stockholder  Shares to the proposed  purchaser,  on the same terms and
conditions as govern the proposed Transfer by Paramount.

            (c) Tag Along  Rights.  Subject  to Section  2(d),  at least 15 days
prior to any Transfer by Paramount of Paramount  Shares  constituting  more than
25% of the issued and outstanding Stockholder Shares,  Paramount shall deliver a
written  notice  (the  "Sale  Notice")  to the  Company,  Enhance  and the Other
Stockholders,  specifying in reasonable  detail the identity of the  prospective
transferee(s)  and the terms and  conditions  of the  Transfer.  Enhance and the
Other Stockholders may each elect to participate in the contemplated Transfer by
delivering written notice to Paramount within 10 days after delivery of the Sale
Notice. If Enhance or any Other Stockholders have elected to participate in such
Transfer,  each of  Paramount,  Enhance  and such  Other  Stockholders  shall be
entitled  to sell in the  contemplated  Transfer,  with  respect to each type of
securities being  Transferred,  for the same consideration and on the same terms
(provided that adequate  provision  shall be made to account for any exercise or
conversion  prices  payable  by any  Stockholder  with  respect to any rights to
acquire Stockholder Shares), a number of Stockholder Shares equal to the product
of (i) the  quotient  determined  by dividing the number of  Stockholder  Shares
owned by such Stockholder by the aggregate number of Stockholder Shares owned by
the Stockholders  participating in such Transfer,  and (ii) the aggregate number
of Stockholder Shares to be sold in the contemplated Transfer.

            (d)  Permitted  Transfers.  The  restrictions  contained in Sections
2(a),  2(b) and 2(c) shall not apply with respect to any Transfer of Stockholder
Shares by any Stockholder (i) in the case of an individual Stockholder, pursuant
to  applicable  laws  of  descent  and  distribution  or to any  member  of such
Stockholder's  Family  Group,  (ii) in the  case of an  entity,  (x)  among  its
Affiliates,  members,  shareholders,  partners  or  employees  or other  Persons
approved  by a majority  of the voting  power of the Board in the  Board's  sole
discretion,  but  excluding  in all cases under this  clause  (ii) any  Transfer
constituting a distribution that would require registration under the Securities
Act, or (y) to any  employee or director of the Company or any  Affiliate of the
Company;  provided,  that the  restrictions  contained in Sections 2(a) and 2(b)
shall  continue  to be  applicable  to such  Stockholder  Shares  after any such
Transfer;  and provided further, that the transferees of such Stockholder Shares
shall have  agreed in writing to be bound by the  provisions  of this  Agreement
which  affect the  Stockholder  Shares so  transferred  by  executing  a Joinder
Agreement  in  the  form  substantially   attached  hereto  as  Exhibit  A.  All
transferees  permitted  under this  Section  2(d) are  collectively  referred to
herein as "Permitted Transferees."


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<PAGE>

            (e) Termination of  Restrictions.  The rights and  restrictions  set
forth in this Section 2 (other than the rights set forth in Section 2(b),  which
shall not  terminate),  shall  continue with respect to each  Stockholder  Share
until the date that is twelve (12) months  after the  consummation  of a Trading
Event.

            3. Sale of the Company.

            (a) In the event of an  Approved  Sale,  each  Stockholder  will (i)
consent to and raise no  objections  against  the  Approved  Sale or the process
pursuant to which the Approved  Sale was  arranged,  (ii) waive any  dissenter's
rights and other similar rights, and (iii) if the Approved Sale is structured as
a sale of securities, each Stockholder will agree to sell its Stockholder Shares
(and any other capital stock of the Company) on the terms and  conditions of the
Approved Sale. Each Stockholder will take all necessary and desirable actions as
directed by the Board in connection with the  consummation of any Approved Sale,
including without  limitation  executing the applicable  purchase  agreement and
granting identical indemnification rights (pro rata based upon the consideration
received pursuant to the Approved Sale and not joint and several).

            (b) The  obligations  of each  Stockholder  under this Section 3 are
subject to the satisfaction of the following  conditions:  (i) upon consummation
of an  Approved  Sale,  each  Stockholder  shall  receive  in  exchange  for the
Stockholder  Shares (and any other  capital  stock of the Company)  held by such
Stockholder  the same portion of the aggregate  consideration  from such sale or
exchange  that  such   Stockholder   would  have  received  if  such   aggregate
consideration  had been  distributed  by the  Company  in  complete  liquidation
pursuant  to  the  rights  and  preferences  set  forth  in the  Certificate  of
Incorporation,  (ii) if the holders of a class or series of capital stock of the
Company are given an option as to the form of consideration to be received,  all
holders of shares of such class or series of  capital  stock  shall be given the
same  option,  and (iii) each  holder of then  currently  exercisable  rights to
acquire Stockholder Shares shall be given an opportunity to exercise such rights
prior to the consummation of the Approved Sale and participate in such sale as a
holder of such Stockholder Shares.

            (c) All Stockholders  will bear their pro rata share (based upon the
consideration received pursuant to the Approved Sale) of the reasonable costs of
an Approved  Sale to the extent such costs are  incurred  for the benefit of all
Stockholders  and are not otherwise paid by the Company or the acquiring  party.
Costs incurred by any Stockholder on its own behalf will not be considered costs
of the transaction hereunder.

            4. Registrations.

            (a) Piggyback Registration.


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<PAGE>

                  (i) Whenever  securities  of the Company are to be  registered
under the  Securities Act and the  registration  form to be used may be used for
the registration of Stockholder Shares (a "Piggyback Registration"), the Company
will give prompt  written  notice to Paramount  and Enhance of its  intention to
effect such a registration  and will,  subject to the  limitations  set forth in
this Section 4, include in such  registration  all Stockholder  Shares,  if any,
with respect to which the Company has received a written  request from Paramount
or Enhance for  inclusion  therein  within  twenty (20) days after the Company's
notice has been given  pursuant to the  provisions  of this Section 4;  provided
that such form of registration is then available for sales of shares.

                  (ii) If a Piggyback  Registration  is an  underwritten  public
offering of Common Stock of the Company, and the managing  underwriter(s) advise
the Company  that in their  opinion  the number of  securities  requested  to be
included  in the  registration  exceeds  the  number  which  can be sold in such
offering  without  having  an  adverse  effect  on  the  marketability  of  such
securities,  the  Company  will  include in such  registration  (A)  first,  the
securities the Company proposes to sell, and (B) second,  the Stockholder Shares
requested to be included in such registration by Paramount,  and the Stockholder
Shares  requested  to be  included  in such  registration  by Enhance  (all such
Stockholder  Shares set forth in this subsection (B) and (C) being  collectively
referred  to as the  "Secondary  Shares")  pro rata as between  the  Stockholder
Shares owned by Paramount and Enhance based on the number of Stockholder  Shares
then owned by such  Persons,  which in the opinion of such  underwriters  can be
sold without  having an adverse  effect on the  marketability  of such Secondary
Shares.

                  (iii) All registration expenses of any Piggyback Registration,
including the reasonable legal fees and expenses, up to a maximum of $20,000, of
a single law firm representing all Persons holding  Secondary  Shares,  shall be
borne by the Company.

                  (iv) In the event that a distribution of securities covered by
a  Piggyback  Registration  is to be  underwritten,  then  any  distribution  of
Stockholder  Shares  shall  be  underwritten  by the same  underwriters  who are
underwriting  the  distribution  of the  securities  on behalf of the Company or
Paramount,  and,  if  Enhance's  Stockholder  Shares are to be  included in such
distribution,  then Enhance shall enter into an underwriting agreement with such
underwriters on terms reasonably requested by such underwriters.

                  (v)  The  Company  may  withdraw  any  registration  statement
relating to a Piggyback  Registration  referred  to in Section  4(a)(i)  without
thereby incurring any liability to Paramount or Enhance.

            (b) Demand Registration.


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<PAGE>

                  (i) Rosenwald may request  registration  under the  Securities
Act of all or any portion of his or  Paramount's  Stockholder  Shares (A) on not
more than three (3) occasions ("Long-Form Registrations") unless Form S-3 or any
similar short-form registration is then available for such registration, and (B)
on Form S-3 or any similar short-form registration ("Short-Form  Registrations")
if,  and  only  if,  such  form of  registration  is  then  available  for  such
registration.  All  registrations  requested  pursuant to this  Section 4(b) are
referred  to  herein  as  "Demand  Registrations."  Each  request  for a  Demand
Registration   shall  specify  the  approximate  number  of  Stockholder  Shares
requested to be  registered.  Upon  Company's  receipt of a request for a Demand
Registration,  Company will promptly give written notice of the proposed  Demand
Registration  to  Enhance  and the  Other  Stockholders  and,  expeditiously  as
possible,  effect such Demand  Registration and all such related  qualifications
and  compliances  as may be requested and as would permit or facilitate the sale
and  distribution  of all  Stockholder  Shares as are specified in such request.
After Company has become subject to the reporting requirements of the Securities
Exchange  Act,   Company   shall  use  its  best  efforts  to  make   Short-Form
Registrations  available for the sale of Stockholder Shares.  Rosenwald shall be
entitled to request an unlimited  number of Short-Form  Registrations;  provided
that such form of  registration  is then available for sales of shares.  Company
shall  pay  all   Registration   Expenses  in  connection   with  the  Long-Form
Registrations and up to two Short-Form Registrations in any twelve-month period,
including with respect to each such Demand  Registration,  the reasonable  legal
fees and expenses, up to a maximum of $20,000, of a single law firm representing
all Persons holding  Stockholder  Shares  included in such Demand  Registration.
Company shall not be obligated to effect any Demand Registration within 180 days
after  the  effective  date of a  previous  Demand  Registration  or a  previous
registration  in which the holders of  Stockholder  Shares were given  piggyback
rights  pursuant  to Section  4(a).  Parent may  postpone  for up to 90 days the
filing  or  the   effectiveness  of  a  registration   statement  for  a  Demand
Registration if Company's  board of directors  determines in its reasonable good
faith  judgment that such Demand  Registration  would  reasonably be expected to
have a material  adverse  effect on any proposal or plan by Company to engage in
any acquisition of assets (other than in the ordinary course of business) or any
merger,  consolidation,  tender offer,  reorganization  or similar  transaction;
provided,  however, that Company may not exercise its right under this paragraph
more than twice in any 12-month period.

                  (ii) The Company shall have the right to select the investment
banker(s) and  manager(s) to administer the offering in an  underwritten  Demand
Registration;  provided  that  such  investment  banker(s)  and  manager(s)  are
reasonably  acceptable to Company.  In connection with each underwritten  Demand
Registration,  Company agrees to enter into such customary agreements (including
underwriting  agreements)  as the  managing  underwriter  selected in the manner
herein  provided may request in such form and containing  such provisions as are
customary in the  securities  business  for such an  arrangement  between  major
underwriters  and companies of Company's size and investment  stature;  provided
that such agreement  shall not contain any such provision  applicable to Company
which is inconsistent with the provisions hereof.


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<PAGE>

            (c)  Rule  144.  At any time and  from  time to time  after  (A) the
Company  registers  a class of  securities  under  Section 12 of the  Securities
Exchange Act, or (B) the  expiration of ninety (90) days  following the close of
business on the earlier of such date as the Company  commences  to file  reports
under  Section 13 or Section  15(d) of the  Securities  Exchange  Act, then upon
receipt of a written request of Enhance,  stating that Enhance  proposes to sell
securities in compliance with Rule 144 of the  Commission,  the Company will (Y)
forthwith  furnish to Paramount  and Enhance a written  statement of  compliance
with the filing requirements of the Commission under Section 13 or Section 15 of
the Securities  Act and other steps it has taken to enable  Paramount or Enhance
to make sale  pursuant to Rule 144 as such rule may be amended from time to time
and (Z) use its commercially reasonable efforts to make available to the public,
Paramount and Enhance such  information  as will enable the holder to make sales
pursuant to Rule 144.  The Company  shall use its best  efforts to (1) cause any
registration  statement  filed pursuant to Sections 4(a) or (b) herein to become
effective,  and (2) cause such registration  statement to remain effective until
the earliest to occur of (AA) such date as the  Stockholders of such Stockholder
Shares (the "Selling Holders") have completed the distribution  described in the
registration  statement and (BB) such time that all of such  Stockholder  Shares
are no longer, by reason of Rule 144(k) under the Act, required to be registered
for the sale  thereof by such  Stockholders.  The Company will also use its best
efforts to, during the period that such registration statement is required to be
maintained  hereunder,  file  such  post-effective  amendments  and  supplements
thereto as may be required by the Securities  Act and the rules and  regulations
thereunder  or otherwise  to ensure that such  registration  statement  does not
contain any untrue  statement of material  fact or omit to state a fact required
to be stated therein or necessary to make the statements  contained therein,  in
light of the circumstances under which they are made, not misleading;  provided,
however,  that if  applicable  rules  under the  Securities  Act  governing  the
obligation  to file a  post-effective  amendment  permits,  in lieu of  filing a
post-effective  amendment that (I) includes any  prospectus  required by Section
10(a)(3) of the Securities  Act or (II) reflects facts or events  representing a
material or fundamental change in the information set forth in such registration
statement,  the Company may incorporate by reference  information required to be
included in (I) and (II) above to the extent such  information  is  contained in
periodic  reports  filed  pursuant to Section 13 or 15(d) of the Exchange Act in
such registration statement.  The Company shall keep such registration effective
until the Stockholder  Shares subject to such registration are saleable pursuant
to Rule  144(k);  provided,  however,  that the  Company  may not  suspend  such
registration under this Section 4(c) unless required by law.

            (d) Notice by Company.  The  Company  agrees to give  Paramount  and
Enhance prompt written notice of its intention to register any of its securities
under the  Securities  Act.  Paramount  and Enhance each agree to provide to the
Company  in  writing  any  information  reasonably  deemed by the  Company to be
required to be included  with respect to  Paramount or Enhance,  as the case may
be, in any  registration  statement  prepared  in  connection  with a  Piggyback
Registration pursuant to Section 4(a).

            (e) Lock-up. Provided that the Company's officers,  directors and 5%
shareholders  agree to an  equivalent  lockup,  Enhance  agrees that without the
written  consent of the  Company it will not,  for a period of 90 days,  or such
longer  period  of  time  as  agreed  to  by  the  officers,  directors  and  5%
shareholders  of  the  Company   following  the  effective  date  of  the  first
registration  statement  for  the  offering  of  Stockholder  Shares  under  the
Securities Act directly or indirectly  sell, offer to sell, grant any option for
the sale  of,  or  otherwise  dispose  of any  Stockholder  Share or  securities
convertible into Stockholder Shares,  except (i) for the Stockholder Shares sold
pursuant  to such  registration  statement,  and  (ii)  transfers  to  Permitted
Transferees  (each of which shall have furnished to the Company and the managing
underwriter their written consent to be bound by this Agreement,  including this
clause (ix) or, if requested by the managing  underwriter,  enter into a lock-up
agreement  containing terms which are materially  similar to the terms set forth
in this clause (ix).  Enhance  additionally  agrees that for a period  beginning
seven  days  immediately  preceding  the  effective  date  of  any  registration
statement filed by the Company under the Securities Act and relating to a public
offering which is not the initial public offering of shares under the Securities
Act and ending on the  earlier of (i) 90 days after the  effective  date of such
registration statement and (ii) the end of the shortest period applicable to any
Affiliate  of  the  Company  who  is a  selling  shareholder  pursuant  to  such
registration  statement or who is otherwise subject to a lock-up obligation with
respect  to such  public  offering,  Enhance  shall  refrain  from  directly  or
indirectly  selling any Stockholder  Shares except pursuant to such registration
statement.  Notwithstanding the foregoing,  the prohibitions hereunder shall not
apply to Stockholder  Shares or other  securities  convertible  into Stockholder
Shares (other than Stockholder Shares that are restricted  securities within the
meaning of the Securities Act) purchased by Enhance in the open market following
the  consummation  of an initial public  offering of Shares under the Securities
Act.


                                       8
<PAGE>

            (f) Expenses.  All expenses incident to the Company's performance of
or compliance with this Section 4, including without limitation all registration
and filing fees,  fees and expenses of  compliance  with  securities or blue sky
laws, printing expenses, messenger and delivery expenses, fees and disbursements
of  custodians,  and fees and  disbursements  of counsel for the Company and all
independent certified public accountants,  underwriters (excluding discounts and
commissions)  and other Persons retained by the Company (all such expenses being
herein  called  "Registration  Expenses"),  shall be borne as  provided  in this
Section  4,  except  that the  Company  shall,  in any event,  pay its  internal
expenses  (including,  without  limitation,  all  salaries  and  expenses of its
officers and employees  performing legal or accounting  duties),  the expense of
any annual audit or quarterly review, the expense of any liability insurance and
the  expenses  and fees for  listing the  securities  to be  registered  on each
securities  exchange on which similar  securities issued by the Company are then
listed or on The Nasdaq Stock Market.  To the extent  Registration  Expenses are
not required to be paid by the Company,  each holder of  securities  included in
any registration  hereunder shall pay those  Registration  Expenses allocable to
the registration of such holder's  securities so included,  and any Registration
Expenses not so allocable  shall be borne by all sellers of securities  included
in such  registration  in  proportion  to the  aggregate  selling  price  of the
securities to be so registered.

            5. Legend. In addition to any legend required by any other document,
      each certificate evidencing Stockholder Shares and each certificate issued
      in exchange  for or upon the transfer of any  Stockholder  Shares (if such
      shares remain  Stockholder  Shares as defined  herein after such transfer)
      shall be stamped or otherwise imprinted with a legend in substantially the
      following form:

            "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  WERE  ORIGINALLY
            ISSUED ON  ____________,  200__,  AND HAVE NOT BEEN REGISTERED UNDER
            THE  SECURITIES  ACT  OF  1933,  AS  AMENDED.  THE  TRANSFER  OF THE
            SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  IS  SUBJECT  TO  A
            STOCKHOLDERS  AGREEMENT  DATED AS OF MAY __, 2006,  BY AND AMONG THE
            ISSUER  OF  SUCH  SECURITIES  (THE  "COMPANY")  AND  CERTAIN  OF THE
            COMPANY'S  STOCKHOLDERS.  A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL
            BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
            WRITTEN REQUEST."


                                       9
<PAGE>

      The  Company  shall  imprint  such  legend  on   certificates   evidencing
Stockholder  Shares  outstanding prior to the date hereof.  The legend set forth
above shall be removed from the  certificates  evidencing any shares which cease
to be Stockholder Shares.

            6.  Transfers in Violation of  Agreement.  Any Transfer or attempted
      Transfer of any  Stockholder  Shares in violation of any provision of this
      Agreement  shall be null and void,  and the Company  shall not record such
      Transfer  on  its  books  or  treat  any  purported   transferee  of  such
      Stockholder Shares as the owner of such shares for any purpose.

            7. Transfer of Stockholder Shares.

            (a) Stockholder  Shares are transferable only pursuant to (i) public
offerings registered under the Securities Act, (ii) subject to the provisions of
Section 2 and  Section 3 above,  Rule 144 or Rule 144A (or any  similar  rule or
rules then in effect) of the SEC if such rule is  available,  (iii) an effective
registration  statement  filed in accordance  with the Securities  Act, and (iv)
subject to Section 2, Section 3 and Section 7(b),  any other  legally  available
means of Transfer.

            (b) In connection with the Transfer of any Stockholder  Shares other
than a Transfer  described in clause (i), (ii) or (iii) of Section 7(a) above or
a Transfer to a Permitted  Transferee,  the holder thereof shall deliver written
notice to the Company  describing in reasonable  detail the Transfer or proposed
Transfer,  together  with an  opinion of counsel  reasonably  acceptable  to the
Company to the effect that such Transfer of  Stockholder  Shares may be effected
without  registration  of such  Stockholder  Shares under the Securities Act. No
Transfer or issuance of any  Stockholder  Shares shall be  permitted  unless and
until the prospective  transferee agrees to become a party to this Agreement and
be bound by all the terms and  conditions  hereof by executing and delivering to
the Company,  a joinder to this Agreement in the form attached hereto as Exhibit
A.

            (c) Upon the request of a holder of Stockholder  Shares, the Company
shall  promptly  supply  to  such  Person  or its  prospective  transferees  all
information  regarding the Company required to be delivered in connection with a
Transfer  pursuant to Rule 144A (or any similar rule or rules then in effect) of
the SEC.

            8. Amendment and Waiver.  Except as otherwise  provided  herein,  no
      modification, amendment or waiver of any provision of this Agreement shall
      be  effective  against  the  Company  or  the  Stockholders   unless  such
      modification,  amendment  or waiver is  approved in writing by the Company
      and  the  holders  of  not  less  than  51%  of  the  Stockholder  Shares,
      respectively.   Notwithstanding   anything   to  the   contrary,   (i)  no
      modification, amendment or waiver of any provision specifically applicable
      to Enhance shall be effective  against  Enhance unless approved in writing
      by Enhance, and (ii) no modification, amendment or waiver of any provision
      that materially and adversely affects any particular  Stockholder compared
      to its  effect on each  Other  Stockholder  hereunder  shall be  effective
      against such Stockholder  unless approved in writing by such  Stockholder.
      The  failure  of any  party  to  enforce  any of the  provisions  of  this
      Agreement  shall in no way be construed as a waiver of such provisions and
      shall not affect the right of such party  thereafter  to enforce  each and
      every provision of this Agreement in accordance with its terms.


                                       10
<PAGE>

            9. Severability. Whenever possible, each provision of this Agreement
      shall be  interpreted  in such manner as to be  effective  and valid under
      applicable  law,  but if any  provision  of this  Agreement  is held to be
      invalid,  illegal or unenforceable in any respect under any applicable law
      or   rule   in  any   jurisdiction,   such   invalidity,   illegality   or
      unenforceability  shall  not  affect  any  other  provision  or any  other
      jurisdiction, but this Agreement shall be reformed, construed and enforced
      in  such  jurisdiction  as  if  such  invalid,  illegal  or  unenforceable
      provision had never been contained herein.

            10.  Entire  Agreement.  Except  as  otherwise  expressly  set forth
      herein,  this document  embodies the complete  agreement and understanding
      among the parties  hereto with  respect to the subject  matter  hereof and
      supersede   and   preempt   any  prior   understandings,   agreements   or
      representations  by or among the parties,  written or oral, which may have
      related to the subject matter hereof in any way.

            11.  Successors and Assigns.  Except as otherwise  provided  herein,
      this  Agreement  shall bind and inure to the benefit of and be enforceable
      by the Company and its successors and assigns and the Stockholders and any
      subsequent  holders of  Stockholder  Shares and the  respective  permitted
      successors  and assigns of each of them, so long as they hold  Stockholder
      Shares.

            12.  Counterparts.  This  Agreement  may  be  executed  in  separate
      counterparts  each of which  shall be an  original  and all of which taken
      together shall constitute one and the same agreement.

            13. Remedies.  The parties hereto shall be entitled to enforce their
      rights under this Agreement  specifically  to recover damages by reason of
      any breach of any  provision of this  Agreement  and to exercise all other
      rights  existing in their favor.  The parties hereto agree and acknowledge
      that money  damages  may not be an  adequate  remedy for any breach of the
      provisions  of  this  Agreement  and  that  the  Company  may in its  sole
      discretion  apply to any court of law or equity of competent  jurisdiction
      for specific  performance and/or injunctive relief (without posting a bond
      or other  security)  in order to enforce or prevent any  violation  of the
      provisions of this Agreement.

            14.  Notices.  All notices,  demands or other  communications  to be
      given or delivered  under or by reason of the provisions of this Agreement
      will be in writing  and will be deemed to have been  given when  delivered
      personally,  mailed  by  certified  or  registered  mail,  return  receipt
      requested  and  postage  prepaid,  or  sent  via a  nationally  recognized
      overnight courier, or sent via facsimile to the recipient accompanied by a
      certified  or  registered  mailing.   Such  notices,   demands  and  other
      communications  will be sent to the  Company and the  Stockholders  at the
      address set forth  below or at such  address or to the  attention  of such
      other person as the recipient  party has specified by prior written notice
      to the sending party.


                                       11
<PAGE>

To the Company:

            c/o Paramount Biosciences, L.L.C.
            787 Seventh Avenue - 48th Floor
            New York, NY 10019
            Fax: (212) 554-4490
            Attn: President

      With copy to:

            Morrison Cohen, LLP
            909 Third Avenue
            New York, NY 10022
            Fax: (212) 735-8708
            Attn: Jack Levy, Esq.

To Paramount:

            c/o Paramount Biosciences, L.L.C.
            787 Seventh Avenue - 48th Floor
            New York, NY 10019
            Fax: (212) 554-4490
            Attn: President

      With copy to:

            Morrison Cohen, LLP
            909 Third Avenue
            New York, NY 10022
            Fax: (212) 735-8708
            Attn: Jack Levy, Esq.


                                       12
<PAGE>

To Enhance:

            Enhance Biotech, Inc.
            712 5th Avenue - 19th Floor
            New York, NY 10019
            Fax: 212-581-1922
            Attn: C. Every

      with copies to:

            Savannah House - 5th Floor
            11 Charles II Street
            London SW1Y 4QU
            Fax: (44) 207 451 2469
            Attn: L. Boyne

            15.  GOVERNING  LAW.  ALL  QUESTIONS  CONCERNING  THE  CONSTRUCTION,
      VALIDITY AND  INTERPRETATION  OF THIS  AGREEMENT  SHALL BE GOVERNED BY AND
      CONSTRUED IN  ACCORDANCE  WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE,
      WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR
      RULE  (WHETHER OF THE STATE OF DELAWARE  OR ANY OTHER  JURISDICTION)  THAT
      WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
      STATE OF DELAWARE.

            16. Descriptive Headings. The descriptive headings of this Agreement
      are inserted  for  convenience  only and do not  constitute a part of this
      Agreement.

                                    * * * * *


                                       13
<PAGE>

            IN  WITNESS   WHEREOF,   the  parties   hereto  have  executed  this
Stockholders Agreement as of the date first above written.

                                             MOUNT COOK BIOSCIENCES, INC.

                                             By:
                                                 -------------------------------
                                                 Name:  Jay Lobell
                                                 Title: President


                                                 -------------------------------
                                                 Lindsay A. Rosenwald


                                             ENHANCE BIOTECH, INC.


                                             By:
                                                 -------------------------------
                                                 Name:  Chris Every
                                                 Title: President

<PAGE>

                                    EXHIBIT A

                               FORM OF JOINDER TO
                             STOCKHOLDERS AGREEMENT

      THIS JOINDER to the Stockholders Agreement, dated as of ___________, 200__
by  and  among  MOUNT  COOK  BIOSCIENCES,  INC.,  a  Delaware  corporation  (the
"Company"),  and certain stockholders of the Company (the "Agreement"),  is made
and   entered   into  as  of   _________   by  and   between   the  Company  and
_________________  ("Holder").  Capitalized  terms used herein but not otherwise
defined shall have the meanings set forth in the Agreement.

      WHEREAS,  Holder has acquired certain Equity Interests  ("Holder  Stock"),
and the Agreement and the Company requires Holder,  as a holder of Holder Stock,
to become a party to the  Agreement,  and Holder  agrees to do so in  accordance
with the terms hereof.

      NOW, THEREFORE,  in consideration of the mutual covenants contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties to this Joinder hereby agree as follows:

            Agreement to be Bound.  Holder hereby agrees that upon  execution of
this Joinder,  it shall become a party to the Agreement and shall be fully bound
by, and subject to, all of the covenants,  terms and conditions of the Agreement
as though an original  party thereto and shall be deemed a  Stockholder  for all
purposes thereof.  In addition,  Holder hereby agrees that all Common Stock held
by Holder shall be deemed Stockholder Shares for all purposes of the Agreement.

            1. Successors and Assigns. Except as otherwise provided herein, this
      Joinder shall bind and inure to the benefit of and be  enforceable  by the
      Company  and its  successors  and  assigns  and Holder and any  subsequent
      holders of Holder Stock and the respective  successors and assigns of each
      of them, so long as they hold any shares of Holder Stock.

            2.   Counterparts.   This   Joinder  may  be  executed  in  separate
      counterparts  each of which  shall be an  original  and all of which taken
      together shall constitute one and the same agreement.

            3.  Notices.  For  purposes  of  Section  16 of the  Agreement,  all
      notices,  demands or other  communications to the Holder shall be directed
      to:

                  [Name]
                  [Address]
                  [Facsimile Number]

            4.  Governing  Law.  ALL  QUESTIONS   CONCERNING  THE  CONSTRUCTION,
      VALIDITY  AND  INTERPRETATION  OF THIS  JOINDER  SHALL BE  GOVERNED BY AND
      CONSTRUED IN  ACCORDANCE  WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE,
      WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR
      RULE  (WHETHER OF THE STATE OF DELAWARE  OR ANY OTHER  JURISDICTION)  THAT
      WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
      STATE OF DELAWARE.
<PAGE>

            5. Descriptive  Headings.  The descriptive  headings of this Joinder
      are inserted  for  convenience  only and do not  constitute a part of this
      Joinder.

                                    * * * * *


            IN WITNESS WHEREOF, the parties hereto have executed this Joinder as
of the date first above written.

                                             MOUNT COOK BIOSCIENCES, INC.

                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             [HOLDER]


                                             By:
                                                 -------------------------------