CO-DEVELOPMENT AGREEMENT

THIS AGREEMENT (the  "Agreement") is entered into and effective this 15th day of
July  1998,  the same  date  affixed  hereto  by the  party  last  signing  this
Agreement,  by  and  between  Stegram  Pharmaceuticals  Ltd  ("Stegram")  of  44
Broomfield   Drive,   Billinghurst,   Sussex  RH14  9TN  and  Bioenvision,   Inc
("Bioenvision")  of Trafalgar House, 11 Waterloo Place, St James's,  London SW1Y
4AU

                                   WITNESSETH

WHEREAS, Stegram has rights in patents and technical information relating to the
development  and uses of a  dehydrogenase  inhibitor  and  receptor  blocker and
related compounds [Product(s)]; and

WHEREAS,  Bioenvision  recognizes that Stegram owns inventions and  intellectual
property useful in the conduct of Bioenvision's business; and

WHEREAS,  Bioenvision  recognizes  that its anticipated  business  activity will
encompass the practice of technology that requires a license under patents owned
by Stegram; and

WHEREAS, Bioenvision wishes to acquire certain rights to practice the inventions
of such patents and technical information; and

WHEREAS the parties have signed a "Terms for Co-Development Agreement" set forth
in Appendix I, to enter into this Agreement, and

NOW THEREFORE,  in  consideration  of the mutual  covenants herein contained and
intending to be legally bound thereby, the parties agree as follows:

                                 1. DEFINITIONS

As usual herein the following terms shall have the meanings set forth below:

A.  Co-Development  Program  means the joint  development  of the  Technology by
Bioenvision and Stegram.

B. Field  means,  and is limited to, the practice of the Patent,  Invention  and
Technical  information  licensed  hereunder  for use in human and animal  health
applications.

C. Net Sale  Price  means the gross  amount  recognized  by  Bioenvision  or its
affiliates for the sale of a Product(s) through normal distribution channels (as
determined by generally accepted accounting  principles),  less any discounts or
deductions  for value added taxes  incurred and not recovered by  Bioenvision or
the equivalent in Great Britain or elsewhere in the Territory.

D.  Invention  means  patented  and  unpatented,  patentable  and  unpatentable,
proprietary technology  ("Technology") related to a dehydrogenase  inhibitor and
receptor  blocker  developed by or on behalf of Stegram,  that is (i) related to
human


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and animal  health  applications  of the  Technology  or (ii)  necessary for the
practice of Technology for human and animal health applications as disclosed and
claimed in the Patent(s).

E. Improvement means those  unencumbered  technology  advances in the Technology
made by or on behalf  of  Stegram  during  the term of this  Agreement  that are
either within the scope of and would  constitute an  infringement  of the Patent
claims or use Technical  Information and are within the Field.  Stegram shall be
obligated to include within the licenses granted only those Stegram improvements
developed  during  the  first  three (3) years  from the  effective  date of the
Agreement which would be reasonably deemed necessary for Bioenvision's  practice
of  the  Technology,  and  without  which  such  practice  would  constitute  an
infringement  of  Stegram's  rights,  unless such grant is not  possible  due to
Stegram's  obligations  to a third  party.  Notwithstanding  the  limitation  of
Stegram's  obligation  set  forth in the  previous  sentence,  all  Improvements
developed  under projects  funded,  in whole or in part, by Bioenvision  will be
included  in the  licenses  granted  in  this  Agreement.  In the  event  that a
conflicting obligation prevents Stegram from including an Improvement within the
grant of license,  Stegram shall use reasonable efforts to assist Bioenvision to
obtain rights from the appropriate third party or parties.

F Licensed Technology means the Patent,  Improvement,  and Technical Information
relating  to  human  and  animal  health   applications  of  the  Technology  or
Product(s).

G. Patent means the patents and/or patent applications, covering the Technology,
Product(s),  Invention or  Improvement  as defined  above,  patents to be issued
pursuant  thereto,  and all divisionals,  continuations,  continuations-in-part,
reissues,  substitutions,  and extensions  thereof,  and any patent issuing on a
patent  application  filed after the Effective Date of this  Agreement  which is
included in the grant of license  hereunder and any foreign  counterparts of the
foregoing.

H. Product  means a product,  service,  test,  or  information  which is sold or
provided for a fee and but for the license  granted herein would infringe one or
more claims of a Patent, or was discovered, developed, approved, manufactured or
marketed using an Invention, Improvement or Technical Information.

I.   Technical   Information   means   unencumbered   published  or  unpublished
confidential  and  proprietary   information  in  the  nature  of  research  and
development  information,  knowledge  and  technical  data,  together with trade
secrets  relating to the Technology,  including any inventions in the possession
of and  belonging  solely to Stegram on or prior to the  Effective  Date of this
Agreement and which Stegram has the obligation to include in this Agreement,  or
which comes into the possession of Bioenvision during the term of this Agreement
and which is  generated  as a  consequence  of access to  technical  information
provided  by  Stegram.   Stegram  shall  include   herein  only  that  Technical
Information  which is  reasonably  necessary for  Bioenvision's  practice of the
Invention or without which such practice  would  constitute an  infringement  of
Stegram's  rights.  Technical  Information  includes only the above  information
which is  developed  by or on behalf of  Stegram,  or is  generated  pursuant to
research funded, in whole or in part, by Bioenvision.


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J. Territory means worldwide,  with the exception of Japan and South Africa. The
United  Kingdom  shall be  excluded  from the  Territory  until  such  time that
Bioenvision assumes  responsibility for marketing  Product(s) in the UK at which
time the  responsibilities  and  obligations  for  payments  as  defined in this
Agreement shall apply.

                      2. LICENSE AND CO-DEVELOPMENT PROGRAM

A. The  parties  to this  Agreement  hereby  agree  to  jointly  co-develop  the
Technology  according to the terms of this Agreement which supersedes the "Heads
of Terms for a  Co-Development  Agreement" set forth in Appendix I and all other
written  or  verbal  agreements,   express  or  implied,   between  Stegram  and
Bioenvision relating to co-development of the Technology.

B.  Stegram  hereby  grants to  Bioenvision,  to the extent of the Field for the
Territory,  an exclusive  license to make,  have made, use and sell  Product(s),
provided  Bioenvision  sells Product(s)  under existing  Stegram  trade-marks or
under new  trade-mark(s) to be agreed by both parties and the terms of clause 6H
shall apply to such new trade-mark(s).

C. The exclusive  license set forth herein shall remain exclusive for so long as
Bioenvision  meets the payments and other  obligations  set forth with regard to
the development and  commercialization  of the Licensed Technology or a Product.
If such conditions are not met,  Stegram,  in its sole discretion,  may elect to
terminate  the  Co-Development  Agreement  or take  whatever  actions  it  deems
necessary.

D. The licence shall continue in force until expiry of the last patent for which
the product is covered,  this term to include new patents applied for during the
course of this Agreement. This term shall also continue in force until such time
as Bioenvision ceases to use any trade-mark belonging to Stegram.

                        3. TECHNICAL INFORMATION LICENSE

A. To the extent it is able to do so, Stegram hereby grants to  Bioenvision,  to
the  extent of the Field for the  Territory,  an  exclusive  license  to use the
Technical Information necessary to practice the Technology such that Bioenvision
may make,  have made,  use and sell  Product(s),  including  disclosures  of the
Technical Information as needed to obtain patent rights or authorization to sell
or  manufacture   Products  or  services  in  the  Field  within  any  political
jurisdiction requiring such disclosure.

B. The exclusive  license set forth herein shall remain exclusive for so long as
Bioenvision  meets the payments and other  obligations  set forth with regard to
the development and  commercialization  of the Licensed Technology or a Product.
If such  conditions  are not met,  Stegram in its sole  discretion  may elect to
terminate  the  Co-Development  Agreement  or  take  whatever  action  it  deems
necessary

C. (1) Stegram  shall make efforts to make  available to  Bioenvision  Technical
Information in Stegram's  possession  related to the Technology that Stegram has
the obligation to disclose under this Agreement.  Bioenvision shall not disclose
to third parties any Technical  Information furnished by Stegram during the term
of this Agreement,  or any time thereafter,  provided,  however, that disclosure
may be made of


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any such Technical  Information at any time: (i) with the prior written  consent
of Stegram, or (ii) to the extent necessary,  to Bioenvision's  sublicensees and
purchasers  of  Bioenvision's  Product(s)  or services,  or (iii) after the same
shall have entered into the public  domain  through no fault of  Bioenvision  or
Bioenvision's  subsidiaries.  Disclosure of Technical  Information  is permitted
without a prior  written  consent of Stegram to the extent  required by statute,
rule or regulation of a governing body during the course of Bioenvision's normal
business  practices,  or in the application or prosecution of an application for
patent rights,  or in connection with securing  financing for the development or
commercialization  of the  Technology  or a Product.  Bioenvision  shall  inform
Stegram  of any  such  disclosure  and use  its  best  efforts  to  protect  its
confidentiality under such disclosure.  Any combination of Technical Information
shall not be considered in the public domain merely because individual  elements
thereof  are in the  public  domain.  To the  extent  that  any  such  Technical
Information  is  disclosed  to  Bioenvision's  sublicensees  and  purchasers  of
Bioenvision's  Product(s) or services,  the agreements contained in this Section
shall be made by Bioenvision under a  confidentiality  agreement to apply to and
be made binding upon all such parties.

(2) The  fact  that  some or all of the  Technical  Information  becomes  public
knowledge  shall not affect the financial  obligations  for use of the Technical
Information licensed under this Agreement if such Technical Information was used
or usable in the discovery, development,  manufacture, or approval for sale of a
Product within the Field.

               4. LICENSE FEE AND RESEARCH AND DEVELOPMENT FUNDING

A. Bioenvision shall pay the costs of any further pre-clinical  development work
deemed necessary prior to commencing clinical trials, and this shall include the
development  of the  Product  for  other  therapeutic  applications,  the use of
different formulations and preparations of the Product.

B. Bioenvision shall pay the costs of clinical trials of the Product.  The costs
of such development will not exceed $4 million (four million U.S. dollars).

C.  Bioenvision  shall  issue to  Stegram  100,000  shares  of  common  stock of
Bioenvision Group, Inc. within 90 days of the Effective Date of this Agreement.

D Bioenvision shall pay the cost of prosecuting,  filing and maintaining patents
and defending revocation proceedings on patents and patent applications,  on the
Product within the Territory.

E.  Bioenvision  agrees to  purchase  at cost price from  Stegram  its  existing
stockpile of Product and/or raw material and pharmaceutically  prepared forms of
the Product,  provided  they are in a good and stable  condition and suitable to
meet  regulatory  requirements  for the sale or  manufacture  of  pharmaceutical
products.  Bioenvision  thereafter  reserves  the right to purchase raw material
from independent  suppliers and to purchase Product from independent  suppliers,
but shall ensure that such  suppliers  comply with  statutory  requirements  for
manufacture.

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                                 5. ACQUISITION

     Acquisition  of the  Licensed  Technology  is meant in its  broadest  sense
including assignment,  transfer, sublicense, merger, joint venture and so on and
so forth.

A. If all or part of the rights granted to  Bioenvision  are acquired by a third
party all current or future payments  derived by Bioenvision  from the transfer,
whether in cash,  shares,  property or any other form of payment,  including but
not limited to up-front  payments,  milestone  payments  and  royalties  will be
divided equally between Stegram and Bioenvision,  after repayment to Bioenvision
of all development costs incurred by Bioenvision.

                               6. ROYALTY PAYMENTS

A.  Bioenvision  shall  have  exclusive  rights to  market  the  Product  in the
Territory under the following  terms:  For the Patent and Technical  Information
licenses  granted herein,  Bioenvision  shall pay to Stegram a royalty of 10% of
the Net Sale Price of all Product(s) sold to an unaffiliated third party, likely
to be a distributor or wholesaler, but not limited to such, where Bioenvision is
responsible for the marketing of the Product.

B. If the Product  incorporates  inventions,  patents, or technical  information
that is necessary for the successful  commercialization  of the Product and that
is obtained from sources  other than Stegram,  the Parties agree to negotiate in
good faith a new royalty  rate to reflect the  contribution  of such third party
inventions, patents, or technical information, but in no event shall the royalty
rate be reduced by more than 50%.

C.  If this  Agreement  is for  any  reason  terminated  before  all the  earned
royalties herein provided for have been paid,  Bioenvision shall immediately pay
to Stegram any remaining  unpaid balance of earned royalties even though the due
date provided in Article 8 has not been reached.

D. If Bioenvision  shall sell the rights to the  Technology in combination  with
the sale, acquisition,  merger or disposition of Bioenvision, Inc., Bioenvision,
Stegram and the third  party(ies)  shall  negotiate  in good faith the  specific
details for such sale of rights,  subject to the approval of Stegram which shall
not be unreasonably withheld.

E. After three (3) years from the signing of this  Agreement  Bioenvision  shall
pay a minimum annual  royalty of $50,000 to Stegram.  If sales of Product(s) are
not of sufficient to meet the minimum royalty  Bioenvision  shall have the right
to offset any excess payment  against  future  royalties for up to two (2) years
after the minimum royalty becomes payable.

F.  After  expiry  of the last  patent a  royalty  of 5% of net sale  price  for
products sold directly by Bioenvision shall be payable if Bioenvision  continues
to use any or all trade-marks currently owned by Stegram, or other trade-mark(s)
used by Bioenvision as defined in clause 2B.

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                                 7. SUBLICENSING

A.  Bioenvision  shall  have  the  right  to  sublicense  in the  Field  for the
Territory.

B.  Bioenvision will keep Stegram  routinely  updated on progress of discussions
and negotiations with potential  sub-licensees.  Stegram shall have the right to
review the form of sublicenses to be granted hereunder prior to the execution of
the same by Bioenvision.  Bioenvision  agrees that sublicense  agreements  shall
conform in all material  respects to the terms and conditions of this Agreement.
If Stegram has not objected  within  thirty (30) days of  receiving  the form of
such  agreement  describing  the  material  terms,  Bioenvision  may  proceed to
negotiate and grant sublicenses without further review by Stegram if the form of
the sublicense has not materially  changed.  Bioenvision  shall provide  Stegram
with a copy of each sublicense  within thirty (30) days of execution,  and shall
not  grant  to its  sub-licensees  any  Stegram  rights  not  conveyed  by  this
Agreement.

C. If this Agreement is terminated for any reason,  except breach of contract by
Stegram,  any  sublicense  shall  automatically  transfer  to  Stegram,   unless
sublicensee is in breach or default of sublicense,  and remain in full force and
effect so long as the  sublicensees  performs the obligations of the sublicense,
and  Bioenvision  will execute such  documents as may be requested by Stegram to
attest to the transfer to Stegram of all sublicense rights,  including the right
to receive future payments.

                             8. PAYMENTS AND REPORTS

A. Payments owed to Stegram shall be payable  within thirty (30) days of receipt
by Bioenvision except as stated otherwise elsewhere in this Agreement and except
for royalties and profit-sharing compensation as a result of direct marketing of
Product by Bioenvision.

B. Royalties and profit-sharing compensation owed to Stegram as a consequence of
direct  marketing  of  Product  by  Bioenvision  shall be due for each  calendar
quarter beginning with the first calendar quarter in which sales occur and shall
be payable to Stegram within  forty-five (45) days following the last day of the
applicable  calendar quarter.  All payments from Bioenvision to Stegram shall be
made in Pounds  Sterling  (pound)  by bank  credit  transfer  to  Stegram at the
address designated in writing by Stegram from time-to-time.

C. In the event that Bioenvision is prevented from making any payment to Stegram
under  this  Agreement  by virtue of  restrictions  on  currency  conversion  or
repatriation under the statutes,  laws, codes or governmental regulations of the
country from which the payment is to be made,  then such payments may be paid by
depositing them in the currency in which accrued to Stegram's  account in a bank
acceptable  to Stegram in the country whose  currency is involved.  If the local
currency  cannot be converted or remitted to Stegram  within  twelve (12) months
from the initial deposit,  Bioenvision  shall pay Stegram the equivalent of such
amount  at the  initially  computed  conversion  rate  (including  any  interest
earnings) in Pounds Sterling (pound), and the local

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currency shall be transferred to an account in a bank  acceptable to Bioenvision
in that country.

D.  Payments  to Stegram  hereunder  shall be deemed paid as of the day on which
they are received at the address designated.  Any part of a payment which is not
paid on or before the date when due shall accrue interest thereon from such date
until the date of its payment in full at two (2) percentage  points over the per
annum  interest  rate  published as the "Prime Rate" in The Wall Street  Journal
(Eastern  Edition),  but in no event  shall such rate  exceed the  maximum  rate
permitted by applicable law.

E.  Bioenvision  shall deliver to Stegram within  forty-five (45) days after the
end of each calendar quarter a report,  certified by the chief financial officer
(or  equivalent)  of  Bioenvision,   setting  forth  in  reasonable  detail  the
calculation  of Stegram  payments  made during the quarter and for each calendar
quarter,  including gross sales,  value added taxes,  number of units sold, unit
price and the like on a country-by-country  basis by Bioenvision,  sublicensees,
joint ventures and their affiliates.

F. The  Bioenvision  report to Stegram  shall be  supported  by and based upon a
similar  financial  report or, if permitted,  a copy from each  sublicensee  and
other commercialization entity(ies).

G.  The  parties  will  promptly  share  all  information  generated  under  the
Co-Development Program pursuant to the confidentiality  provisions of Article 21
and with particular respect to the pre- clinical studies and clinical trials.

                                   9. RECORDS

Bioenvision  shall keep accurate  records of all operations  affecting  payments
hereunder,  and shall permit Stegram or its duly authorized agent to inspect all
such records and to make copies of or extracts from such records  during regular
business hours throughout the term of this Agreement and for a reasonable period
of not less than  three (3) years  thereafter.  The fees  charged  for a Stegram
authorized audit shall be paid by Stegram;  provided,  however, that if an audit
discloses an underpayment by Bioenvision of more than five percent (5%) for such
audited period,  Bioenvision  shall pay the reasonable fees and expenses charged
by the firm conducting the audit.

                   10. OWNERSHIP OF THE TECHNOLOGY, TECHNICAL
                          INFORMATION AND IMPROVEMENTS

A. Stegram and  Bioenvision  shall each retain full  ownership of their existing
intellectual  property rights including rights in the process of being protected
and rights conceived but not yet reduced to practice as of the effective date of
this Agreement.

B. All Improvements by Stegram  developed under projects funded,  in whole or in
part,  by  Bioenvision  shall be owned by Stegram  and shall be  included in the
licenses granted in this Agreement.  In the event that a conflicting  obligation
prevents  Stegram  from  including  such  an  Improvement,   Stegram  shall  use
reasonable  efforts to assist  Bioenvision to obtain rights from the appropriate
third party or parties.


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C. All  Improvements  by Stegram  made during the first three (3) years from the
effective  date of the Agreement and not developed  under  projects  funded,  in
whole or in part,  by  Bioenvision,  shall be  owned by  Stegram  and if  deemed
reasonably necessary for Bioenvision  practice of the Technology,  without which
such practice would  constitute an  infringement of Stegram's  rights,  shall be
included to the extent necessary,  as decided solely by Stegram, in the licenses
granted in this  Agreement,  unless  inclusion  is not possible due to Stegram's
obligations  to a  third  party.  In the  event  that a  conflicting  obligation
prevents  Stegram  from  including  such  an  Improvement,   Stegram  shall  use
reasonable  efforts to assist  Bioenvision to obtain rights from the appropriate
third party or parties.

D.  Bioenvision  shall have the first right of negotiation to a license or other
commercial  arrangement to any Stegram  intellectual  property  developed  under
projects funded, in whole or in part, by Bioenvision,  which does not constitute
an Improvement.

                             11. PATENT PROSECUTION

A.  Stegram  shall file,  prosecute  and maintain all of the Patent that are the
property of Stegram as of the date of this Agreement.

B.  Bioenvision  shall  bear  all  patenting  expenses  related  to the  filing,
prosecution or maintenance of all Patent and Improvement  licensed  hereunder in
whole or in part.

 .C.  Stegram shall furnish  Bioenvision  with copies of all allowed  claims when
such  claims are  allowed in the Field and in the  Territory  for all Patent and
Improvement licensed hereunder.

 .D. Stegram shall provide  Bioenvision  with draft copies of all  correspondence
and filings  and related  prosecution  documents  on the Patent and  Improvement
licensed  hereunder and Bioenvision shall promptly provide comments,  if any, to
Stegram.  Stegram shall confer with Bioenvision,  and make reasonable efforts to
adopt  Bioenvision's  suggestions  regarding  prosecution  tactics and strategy.
Notwithstanding the foregoing, Stegram shall have the right to take such actions
as are reasonably necessary, in its good faith judgement, to preserve all rights
under the Patent and Improvement throughout the Territory. As soon as practical,
subsequent  to the filing of any  prosecution  document,  Stegram  shall provide
Bioenvision  with a copy of such  document.  In  addition,  Stegram  shall  copy
Bioenvision   with  any  official  office  action  and  Stegram   responses  and
submissions. Bioenvision shall bear the expenses of the activities noted in this
Article 11.E.

 .E.  Stegram  will  inform  Bioenvision  at least  sixty  (60) days prior to any
decision  having as a result the failure to file, or the  abandonment  of Patent
applications or failure to maintain a Patent,  Patents and Improvements licensed
hereunder  so that  Bioenvision  may take  over and  maintain  such  Patent  and
Improvements in force.

 .F.  Provided that Stegram has been informed by  Bioenvision at least sixty (60)
days in advance,  in the event that  Bioenvision  decides  not to pay  patenting
expenses in any  jurisdiction,  Stegram  may elect to  maintain  such Patent and
Improvements in


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force and terminate  Bioenvision's  licenses  granted as for the jurisdiction in
which Bioenvision abandoned or failed to file or maintain such Patent rights.

                         12. INFRINGEMENT BY THIRD PARTY

A. Either party shall notify the other party of any suspected  infringement by a
third party of the Patent in the Field and the  Territory,  and each party shall
inform the other of any evidence of such infringement(s).

B. Bioenvision shall have the first right to institute suit for  infringement(s)
in the Field and  Territory  so long as this  Agreement  remains  exclusive.  At
Bioenvision's  expense,  Stegram  will  reasonably  assist  Bioenvision  in such
prosecutions  if so  requested  by  Bioenvision,  and will lend its name to such
actions if  requested by  Bioenvision  or required by law.  Notwithstanding  the
foregoing  Stegram shall have the right to participate and be represented in any
such prosecutions by its own counsel at its own expense.

C.  If  Stegram  notifies  Bioenvision  of its  desire  to  institute  suit  for
infringement(s)  and  Bioenvision  fails to  exercise  its first  right to do so
within  ninety (90) days of such  notice,  then Stegram may, at its own expense,
bring  suit  or  take  any  other  appropriate  action.  At  Stegram's  expense,
Bioenvision will reasonably  assist Stegram in such prosecutions if so requested
by Stegram,  and will lend its name to such  actions if  requested by Stegram or
required by law.  Notwithstanding the foregoing Bioenvision shall have the right
to participate and be represented in any such prosecutions by its own counsel at
its own expense.

D. No  settlement of any  suspected  infringement(s),  whether or not a suit has
been  instituted,  may be entered  into without the express  written  consent of
Bioenvision and Stegram.

E. Any  amounts  recovered  pursuant  to an  infringement  suit,  settlement  or
otherwise  shall be retained by and be the  property of the party  bringing  the
action. In the event Bioenvision receives any monies or other consideration from
a third party as a result of  Bioenvision's  exercise  of its rights  under this
Agreement,  Bioenvision shall first be reimbursed for expenses incurred and paid
for,  Stegram shall then receive a portion of the  remainder in accordance  with
the applicable  provision(s) of Article 6 as applied to all such monies or other
considerations  whether  such  monies or other  considerations  are  denoted  as
"royalties," "damages," "releases" from prior acts, or any other designation.

F. If  Bioenvision  fails to  exercise  its first  right to  institute  suit for
infringement(s)  and Stegram  elects not to institute  suit,  then Stegram shall
provide  Bioenvision  with at least sixty (60) days notice of its  intention  to
terminate  Bioenvision's licenses granted in those jurisdictions affected by the
infringement or to take any other action it sees fit in its best judgement.

                           13. REVOCATION PROCEEDINGS

A. In the event either party becomes aware of the  institution  by a third party
of any proceedings for the revocation of any Patent,  patents or Improvements in
any country


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in the Territory licensed hereunder to Bioenvision,  such party shall notify the
other party promptly.  Bioenvision  shall defend any such proceedings at its own
expense, in its own name.

B. Stegram shall have the right to participate in such revocation proceedings at
Bioenvision's  expense,  and will lend its name to such proceedings if requested
by Bioenvision or required by law.  Sublicensees of Bioenvision  shall also have
the right to participate in such revocation proceedings.

C. Settlement of any revocation  proceedings shall be subject to the approval of
Stegram; such approval shall not be unreasonably withheld.

                     14. INFRINGEMENT OF THIRD PARTY RIGHTS

A. Stegram will  reasonably  assist  Bioenvision  to defend or settle such third
party claim if so requested and at the expense of Bioenvision.

B Stegram shall have the right to  participate  and be  represented  in any such
claim by a third party by its own counsel.

C. No  settlement  of any third  party  claim may be entered  into  without  the
express written consent of Stegram.

D. In the event,  by way of  counterclaim  or  otherwise,  either  party or both
parties  recover any damages or other sums in any action,  suit,  or  proceeding
involving a claim by a third party,  or in  settlement  thereof,  such  recovery
shall be applied and shared as mutually agreed.

                               15. REPRESENTATIONS

A. Stegram represents that it has the right to grant all of the rights herein.

B.  Stegram  is  unaware of any  claims  asserted  against  Stegram by any third
parties  with  respect to Patent  infringement  or any other  type of  liability
relevant  to  licensing  of the  Inventions,  which have not been  disclosed  to
Bioenvision as of the Effective Date of this Agreement.

C. Stegram represents that it has full power, authority and legal right to enter
into this contemplated Agreement and to consummate the transactions contemplated
therein.

D. Bioenvision  represents that it has full power,  authority and legal right to
enter  into this  contemplated  Agreement  and to  consummate  the  transactions
contemplated therein.

E.  Bioenvision  shall  accept  liability to the extent of the Field and for the
Territory for or on account of any injury, loss or damage, of any kind or nature
sustained by, or any damage assessed or asserted against, or any other liability
incurred by or imposed upon either party arising out of or in connection with or
resulting from (i) the


CONFIDENTIAL                           10

<PAGE>


production,  use or sale of any  Product(s)  or  (ii)  the use of any  technical
information,  techniques,  or practices  disclosed by either party, or (iii) any
advertising  or  other  promotional  activities  with  respect  to  any  of  the
foregoing. If a sublicense is granted by Bioenvision to a third party that third
party  shall  accept all  liability  for any  injury,  loss or damage as defined
above.

                               16. INDEMNIFICATION

     Bioenvision hereby agrees to indemnify,  hold harmless and defend liability
to the  extent of the  Field and for the  Territory  Stegram  and its  officers,
directors,  representatives,  agents and employees  from and against any and all
demands,  claims,  suits or actions  of any  character  presented  or brought on
account of any injuries,  losses or damages  sustained by any person or property
in  consequence  of (i)  any  act or  omission  of  Bioenvision  or its  agents,
employees or  subcontractors,  or (ii) any  liability,  except for any injuries,
losses or  damages  that  specifically  result  from the  negligence  or willful
misconduct of Stegram.  The foregoing indemnity shall include but not be limited
to court costs,  attorneys' fees,  costs of  investigation  and costs of defense
associated with such demands,  claims, suits or actions. The foregoing indemnity
shall apply only to the extent of the Field and in the Territory.

                                  17. INSURANCE

     Bioenvision shall maintain,  during the term of this Agreement,  reasonable
amounts  of  comprehensive  general  liability  insurance,   including  products
liability insurance, with reputable and financially secure insurance carriers to
cover the activities of Bioenvision and its affiliates.  Such insurance shall be
written to cover  claims  incurred,  discovered,  manifested,  or made during or
beyond the expiration or  termination  of this Agreement  during the period that
any product,  process,  or service,  relating to, or developed pursuant to, this
Agreement  is being  commercially  distributed  or sold by  Bioenvision  or by a
sublicensee,  affiliate or agent of  Bioenvision.  Bioenvision  shall furnish to
Stegram a certificate of insurance  evidencing  such coverage and  periodically,
upon request, provide evidence that the coverage is still in effect.

                            18. TERM AND TERMINATION

A. This  Agreement  shall  commence on the  Effective  Date and,  unless  sooner
terminated under this Article 18, shall expire upon the later of: (i) expiration
of the last to expire of all Patent(s),  Improvement(s),  and Patent(s) licensed
under  this  Agreement  including  any  extensions  thereof  and any  periods of
exclusivity  granted by regulatory  agencies or other governmental  bodies; (ii)
Bioenvision  is no  longer  due any  payments  from  Sublicensee(s);  or ( iii )
Bioenvision is no longer directly marketing a Product.

B. The  payment  obligations  under the  licenses  granted  to  Bioenvision  for
Licensed Patents and Technical Information shall continue throughout the term as
defined in this Agreement but would be subject to good faith renegotiations upon
the  expiration  of the last to  expire  of the  Licensed  Patents,  or upon the
abandonment of the last to be abandoned of any patent applications if no patents
have been  issued,  whichever  is the later,  unless  this  Agreement  is sooner
terminated. Such good faith renegotiations


CONFIDENTIAL                           11

<PAGE>


shall take into  account on a  country-by-country  or regional  basis but not be
limited to: (i) Product competition;  (ii) utilization,  incorporation and value
of  Technical  Information;  (iii) value of Technical  Information  if no longer
confidential or proprietary through no fault of Bioenvision, its Sublicensee(s),
contractors,  financiers  or any other  Bioenvision  agent(s) or  purchasers  of
Product or services having access to Technical Information;  (iv) the applicable
contract or patent law or (v) prior payment commitments.

C.  Bioenvision  may terminate  this Agreement at any time upon ninety (90) days
written  notice to Stegram and upon  payment of all amounts due Stegram  through
the effective date of the termination.

D. Upon  termination of this Agreement  neither party shall be released from any
obligation  that  matured  prior  to the  effective  date of  such  termination.
Bioenvision and any sublicensee may,  however,  after the effective date of such
termination,  sell all Products in inventory provided that Bioenvision shall pay
to Stegram the  royalties  and  profit-sharing  thereon as required by Article 6
hereof and submit the reports required by Article 8 hereof.

E.  Except as  provided  in above,  if either  party  shall be in default of any
obligation  hereunder,  the other party may terminate  this  Agreement by giving
Notice of  Termination  by Certified or  Registered  Mail to the party at fault,
specifying  the  basis for  termination.  If within  sixty  (60) days  after the
receipt of such Notice of  Termination,  the party in default  shall  remedy the
condition  forming the basis for  termination  such Notice of Termination  shall
cease to be operative, and this Agreement shall continue in full force.

F. Stegram shall have the right to terminate this Agreement if Bioenvision shall
cease to carry out its business as related to the Product(s), become bankrupt or
insolvent,  apply for or consent to the  appointment  of a trustee,  receiver or
liquidator of its assets or seek relief under any law for the aid of debtors.

G.  Bioenvision  shall  inform  Stegram  of its  intention  to file a  voluntary
petition in bankruptcy or of another's intention to file an involuntary petition
in  bankruptcy  to be received at least  thirty (30) days prior to filing such a
petition.

H. Notwithstanding  anything else in this Agreement to the contrary, the parties
agree  that  Bioenvision's  obligation  to pay  Stegram  any  payments  or other
consideration  accrued  but  unpaid  prior  to  termination  shall  survive  the
termination of this Agreement.

                   19. CONFIDENTIALITY; PUBLICATION; PUBLICITY

A. In fulfilling their obligations under this Agreement,  it may be desirable or
necessary  for  the  parties  to  disclose  to  one  another  certain  of  their
Confidential  Information.   In  the  event  of  receipt  of  such  Confidential
Information,  the  receiving  party  agrees  to  preserve  such  information  as
confidential  and not to  disclose  it to third  parties  or to use it except in
connection  with this  Agreement  during  the term of this  Agreement  and for a
period of five (5) years following its  termination.  The foregoing  obligations
shall not apply to any information that:


CONFIDENTIAL                           12

<PAGE>


     1. is now in the public domain or becomes generally available to the public
     through no fault of the receiving party;

     2. is already known to, or in the possession of, the receiving party as can
     be demonstrated by documentary evidence;

     3. is disclosed to the  receiving  party on a  non-confidential  basis by a
     third party having the right to make such disclosure; or

     4. is independently developed by the receiving party as can be demonstrated
     by documentary evidence.

     In addition,  to the extent reasonably  necessary to fulfil its obligations
or  exercise  its  rights  under  this   Agreement  (i)  a  party  may  disclose
Confidential Information to its Affiliates, Sub-licensees,  consultants, outside
contractors,   research   investigators   and  clinical   investigators,   on  a
need-to-know  basis on condition that such persons or entities agree to be bound
by the  provisions  of  this  Agreement,  (ii) a  party  or  its  Affiliates  or
Sub-licensees  may disclose  Confidential  Information to  governmental or other
regulatory  authorities  to  the  extent  that  such  disclosure  is  reasonably
necessary  to  obtain  patents  or  regulatory   authorizations,   provided  the
disclosing party shall request confidential treatment thereof, and (iii) a party
may disclose Confidential  Information as required by applicable law, regulation
or  judicial  process,  provided  that such party shall give the other party (x)
prior written  notice  thereof,  (y) adequate  opportunity to object to any such
disclosure or to request confidential  treatment thereof, and (z) shall take all
steps  reasonably  possible to minimize the disclosure to that level mandated by
law.

B.  (i) If either  party desires  to  publish  or  present  the  results  of the
Co-Development  Program,  the  publishing/presenting  party  shall  provide  the
non-publishing/non-presenting  party a copy of the  manuscript  of any  proposed
publication or presentation. The non-publishing/non-presenting  party shall then
have thirty (30) days to review and comment on the  manuscript or  presentation,
and the publishing/presenting  party agrees to delete any information identified
by the non-publishing/non-presenting  party as its Trade Secrets or Confidential
Information.

     (ii) In the event the non-publishing/non-presenting party determines that a
Patent application covering information contained in the proposed publication or
presentation   should  be  filed,   the  party   proposing  the  publication  or
presentation  shall delay such  publication or presentation for up to sixty (60)
days  after the thirty  (30) days  outlined  in clause  B(i) above to allow such
filing to be made.

C. Each party shall provide the other party with the prior opportunity to review
and approve any press releases or similar public  announcements  concerning this
Agreement  or  clinical,  regulatory  and  commercial  developments  related  to
Products as soon as  practicable,  but in no event later than 24 hours before an
announcement is made. Bioenvision shall not use the name of Stegram or otherwise
refer to any organization  related to Stegram,  except with the written approval
of Stegram, such approval not to be unreasonably withheld.


CONFIDENTIAL                           13

<PAGE>


                             20. DISPUTE RESOLUTION

A. The parties  shall  attempt to resolve  through  good faith  discussions  any
dispute which arises under this  Agreement.  Any dispute may, at the election of
either party, be referred to the chief executive officers, or the equivalent, of
each party.  If they are unable to resolve the dispute,  within thirty (30) days
after  delivery of written  notice of the  dispute  from one party to the other,
either  party may seek to resolve it by referring  the matter to an  appropriate
arbitration service with experience in the field relevant to the dispute.

                                21. ASSIGNABILITY

A. Stegram or  Bioenvision  shall not assign any rights under this Agreement not
specifically  transferable  by its terms without  prior  written  consent of the
other party

                                   22. REFORM

A. The parties  agree that if any part,  form,  or provision  of this  Agreement
shall be found  illegal  or in  conflict  with any valid  controlling  law,  the
validity of the remaining provisions shall not be affected thereby.

B. In the event the legality of any provision of this  Agreement is brought into
question  because  of a decision  by a court of  competent  jurisdiction  of any
country  in  which  this  Agreement  applies,  Stegram,  by  written  notice  to
Bioenvision,  may revise the  provision in question or may delete it entirely so
as to comply with the decision of the said court.

                            23. WAIVER AND ALTERATION

A. The failure of either party to insist, in any one or more instances, upon the
performance  of any of the terms,  covenants or conditions of this Agreement and
to  exercise  any  right  hereunder,  shall  not be  construed  as a  waiver  or
relinquishment of the future performance of any such term, covenant or condition
or the future  exercise of such right,  but the  obligations  of the other party
with respect to such future performance shall continue in full force and effect.

B. A provision of this Agreement may be altered only by a writing signed by both
parties.

                                   24. MARKING

A.  Bioenvision  shall  place in a  conspicuous  location  on any product or its
packaging,  which is made or sold under any Patent coming within this Agreement,
a patent notice in accordance  with the laws  concerning the marking of patented
articles.

B. Bioenvision shall include a marking provision similar to Paragraph A above in
every sublicense granted pursuant to Article 7 above.

                               25. IMPLEMENTATION

Each party shall execute any instruments  reasonably believed by the other party
to be necessary to implement the provisions of this Agreement.


CONFIDENTIAL                           14

<PAGE>


                                26. GOVERNING LAW

This  Agreement  shall be deemed to have been entered into and shall be governed
by, construed and enforced in accordance with laws of England and in the English
language,  and any  action  brought  to  enforce  any  provision  or  obligation
hereunder  shall be brought in a court of competent  jurisdiction  in the United
Kingdom.

                                  27. HEADINGS

The headings of the articles, sections and paragraphs used in this Agreement are
included  for  convenience  only  and  are  not  to be  used  in  construing  or
interpreting this Agreement.

                             28. PARTIES INDEPENDENT

In making and performing  this  Agreement,  the parties act and shall act at all
times as independent  entities and nothing  contained in this Agreement shall be
construed or implied to create an agency,  partnership  or employer and employee
relationship  between Bioenvision and Stegram.  Except as specifically  provided
herein,  at no time shall either party make  commitments or incur any charges or
expenses for or in the name of the other party.

                                29. COUNTERPARTS

This Agreement  shall become binding when any one or more  counterparts  hereof,
individually or taken together, shall bear the signatures of each of the parties
hereto.  This Agreement may be executed in any number of  counterparts,  each of
which shall be an  original as against  either  party  whose  signature  appears
thereon,  but all of  which  together  shall  constitute  but  one and the  same
instrument.

                                30. FORCE MAJEURE

The  parties  shall  not  be  responsible  for  failure  to  perform  any of the
obligations  imposed by this  Agreement  (except an  obligation  to pay  money),
provided  the failure is not due to  negligence  and  provided  such  failure is
caused by fire, storms,  floods,  strikes,  lockouts,  accidents,  war, riots or
civil commotions, inability to obtain railroad cars or raw materials, embargoes,
any State or Federal regulation, law, or restriction,  seizure or acquisition of
the  Technology or the Product(s) by the Government of the United Kingdom or the
United States of America or of any state,  or of any agency thereof or by reason
of any compliance  with a demand or request for such Product for any purpose for
national  defense,  or any other  cause or  contingency  beyond  the  reasonable
control of said party  (whether  or not of the same kind or nature as the causes
or contingencies above enumerated) shall not subject the party so failing to any
liability to the other.


CONFIDENTIAL                           15

<PAGE>


                                  31. EXECUTION

     IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly  authorized  officers on the  respective  dates and at the respective
places hereinafter set forth.


BIOENVISION:                            STEGRAM:


By:  [ILLEGIBLE]                        By:  [ILLEGIBLE]
     ---------------------------             -------------------------


Position:      CEO                      Position:      Director
          ----------------------                  --------------------


Date:          17/2/98                  Date:          17/7/98
     ---------------------------             -------------------------


CONFIDENTIAL                           16

<PAGE>


                                   TERMS FOR A
                            CO-DEVELOPMENT AGREEMENT

WHEREAS  Stegram   Pharmaceuticals  Ltd  ("Stegram")  of  44  Broomfield  Drive,
Billinghurst,  Sussex RH14 9TN and Bioenvision, Inc ("Bioenvision") of Trafalgar
House, 11 Waterloo  Place,  St James's,  London SW1Y 4AU wish to jointly develop
the dehydrogenase inhibitor, trilostane ("the product"), it is hereby agreed:

1.   TERMS

1.1  Stegram  shall grant to  Bioenvision  an  exclusive  world-wide  licence to
     develop and market the product in all territories excluding Japan and South
     Africa.  Stegram  shall  continue  to market the  Product(s)  in the United
     Kingdom until such time that Bioenvision shall take on the marketing of the
     Product(s), at which time the Terms of the Agreement shall apply in full in
     that  territitory.  All  development  work shall be done in full discussion
     with,  and with the  agreement  of,  Stegram.  This  licence  shall  not be
     transferrable  without the permission of Stegram, but such permission shall
     not be unreasonably  withheld. Any transfer or assignment shall require the
     assignee to covenant to be bound by the terms of the Agreement.

1.2  Bioenvision  shall pay the costs of  further  development  of the  product,
     based on a budget to be agreed  between the  parties,  but not to exceed $4
     million over the next 3 years.

1.3  The licence  shall  continue  in force  until  expiry of the last patent in
     which the product is covered,  this term to include new patents applied for
     during the course of this  co-development  programme.  This term shall also
     continue  in  force  until  such  time  as  Bioenvision  ceases  to use any
     Trademark belonging to Stegram.

2.   ROYALTIES & PAYMENTS

2.1  Bioenvision  shall pay to  Stegram a royalty  of 10% of net sale  price for
     product sold directly by Bioenvision or any of its  subsidiaries.  Net sale
     price is  defined as the total sale  price  charged by  Bioenvision  or its
     subsidiaries  minus  discounts  and tax.  After expiry of the last patent a
     royalty of 5% of net sales shall be payable so long as Bioenvision uses any
     Trademarks owned by Stegram.

2.2  If  Bioenvision  shall  transfer  rights  acquired under the Agreement to a
     third party other than a subsidiary of Bioenvision  any payments  received,
     including  mile-stone  payments  and  royalties,  shall be divided  equally
     between  the parties  after  deduction  of  development  costs  incurred by
     Bioenvision.

2.3  Bioenvision  shall transfer to Stegram 100,000 shares in Bioenvision,  Inc.
     within ninety (90) days of signing the definitive Agreement.

2.4  After three (3) years of the date of the definitive  Agreement  Bioenvision
     agrees to pay a  minimum  royalty  of  $50,000  per  year.  If sales of the
     Product(s) are not sufficient to meet the minimum royalty Bioenvision shall
     have the right to offset any excess payment against future royalties for up
     to two (2) years after the minimum royalty becomes payable.

2.5  Bioenvision  shall purchase the existing stocks or Product and raw material
     and pharmaceutically  prepared forms of the product from Stegram,  provided
     they are in a good and stable  condition  and  suitable to meet  regulatory
     requirements  for  the  sale or  manufacture  of  pharmaceutical  products.
     Thereafter

<PAGE>


     Bioenvision  shall be responsible  for the  manufacture of the raw material
     and pharmaceutical dose forms.

3.   PATENTS & TRADE-MARKS

3.1  All  patents  and  trade-marks   shall  remain  the  property  of  Stegram.
     Bioenvision  agrees  to pay the  costs of filing  and  maintaining  new and
     existing patents and trade-marks and of transferring filing and maintaining
     Product Licenses in the Territory.

4.   WARRANTIES

4.1  Both parties  warrant that they have the right and  authority to enter into
     this Agreement.

4.2  Stegram  shall have the right to inspect the relevant  financial  and other
     records of  Bioenvision to verify the royalties and payments due to Stegram
     under this Agreement.

4.3  Bioenvision  agrees to  maintain  reasonable  Product  Liability  insurance
     within the Territory  and to indemnify and defend  Stegram from and against
     any Third Party  claims  arising  either  directly or  indirectly  from the
     product whether manufactured either by Stegram or by Bioenvision.

5.   TERMINATION

5.1  This Agreement shall be terminated in the event:

     (i)   Of insolvency or liquidation of Bioenvision.

     (ii)  Of failure of Bioenvision to fulfil the obligations of this Agreement

     (iii) That Bioenvision  is prevented by whatever  cause from  marketing the
           product

6.   LAW

6.1  This  Agreement and the definitive  Agreement  between the parties shall be
     governed by the laws of the United Kingdom.


Signed on behalf of Stegram             Signed on behalf of Bioenvision, Inc.
Pharmaceuticals Ltd


     [ILLEGIBLE]                             [ILLEGIBLE]
------------------------------          ------------------------------


     Director                                CEO
------------------------------          ------------------------------
Position                                Position


     17/7/98                                 17/7/98
------------------------------          ------------------------------
Date                                    Date

<PAGE>


                                   TERMS FOR A
                            CO-DEVELOPMENT AGREEMENT

WHEREAS  Stegram   Pharmaceuticals  Ltd  ("Stegram")  of  44  Broomfield  Drive,
Billinghurst,  Sussex RH14 9TN and Bioenvision, Inc ("Bioenvision") of Trafalgar
House, 11 Waterloo  Place,  St James's,  London SW1Y 4AU wish to jointly develop
the dehydrogenase inhibitor, trilostane ("the product"), it is hereby agreed:

1.   TERMS

1.1  Stegram  shall grant to  Bioenvision  an  exclusive  world-wide  licence to
     develop and market the product in all territories excluding Japan and South
     Africa.  Stegram  shall  continue  to market the  Product(s)  in the United
     Kingdom until such time that Bioenvision shall take on the marketing of the
     Product(s), at which time the Terms of the Agreement shall apply in full in
     that  territitory.  All  development  work shall be done in full discussion
     with,  and with the  agreement  of,  Stegram.  This  licence  shall  not be
     transferrable  without the permission of Stegram, but such permission shall
     not be unreasonably  withheld. Any transfer or assignment shall require the
     assignee to covenant to be bound by the terms of the Agreement.

1.2  Bioenvision  shall pay the costs of  further  development  of the  product,
     based on a budget to be agreed  between the  parties,  but not to exceed $4
     million over the next 3 years.

1.3  The licence  shall  continue  in force  until  expiry of the last patent in
     which the product is covered,  this term to include new patents applied for
     during the course of this  co-development  programme.  This term shall also
     continue  in  force  until  such  time  as  Bioenvision  ceases  to use any
     Trademark belonging to Stegram.

2.   ROYALTIES & PAYMENTS

2.1  Bioenvision  shall pay to  Stegram a royalty  of 10% of net sale  price for
     product sold directly by Bioenvision or any of its  subsidiaries.  Net sale
     price is  defined as the total sale  price  charged by  Bioenvision  or its
     subsidiaries  minus  discounts  and tax.  After expiry of the last patent a
     royalty of 5% of net sales shall be payable so long as Bioenvision uses any
     Trademarks owned by Stegram.

2.2  If  Bioenvision  shall  transfer  rights  acquired under the Agreement to a
     third party other than a subsidiary of Bioenvision  any payments  received,
     including  mile-stone  payments  and  royalties,  shall be divided  equally
     between  the parties  after  deduction  of  development  costs  incurred by
     Bioenvision.

2.3  Bioenvision  shall transfer to Stegram 100,000 shares in Bioenvision,  Inc.
     within ninety (90) days of signing the definitive Agreement.

2.4  After three (3) years of the date of the definitive  Agreement  Bioenvision
     agrees to pay a  minimum  royalty  of  $50,000  per  year.  If sales of the
     Product(s) are not sufficient to meet the minimum royalty Bioenvision shall
     have the right to offset any excess payment against future royalties for up
     to two (2) years after the minimum royalty becomes payable.

2.5  Bioenvision  shall purchase the existing stocks of Product and raw material
     and pharmaceutically  prepared forms of the product from Stegram,  provided
     they are in a good and stable  condition  and  suitable to meet  regulatory
     requirements  for  the  sale or  manufacture  of  pharmaceutical  products.
     Thereafter

<PAGE>


     Bioenvision  shall be responsible  for the  manufacture of the raw material
     and pharmaceutical dose forms.

3.   PATENTS & TRADE-MARKS

3.1  All  patents  and  trade-marks   shall  remain  the  property  of  Stegram.
     Bioenvision  agrees  to pay the  costs of filing  and  maintaining  new and
     existing patents and trade-marks and of transferring filing and maintaining
     Product Licenses in the Territory.

4.   WARRANTIES

4.1  Both parties  warrant that they have the right and  authority to enter into
     this Agreement.

4.2  Stegram  shall have the right to inspect the relevant  financial  and other
     records of  Bioenvision to verify the royalties and payments due to Stegram
     under this Agreement.

4.3  Bioenvision  agrees to  maintain  reasonable  Product  Liability  insurance
     within the Territory  and to indemnify and defend  Stegram from and against
     any Third Party  claims  arising  either  directly or  indirectly  from the
     product whether manufactured either by Stegram or by Bioenvision.

5.   TERMINATION

5.1  This Agreement shall be terminated in the event:

     (i)   Of insolvency or liquidation of Bioenvision.

     (ii)  Of failure of Bioenvision to fulfil the obligations of this Agreement

     (iii) That  Bioenvision is prevented by whatever  cause from  marketing the
           product.

6.   LAW

6.1  This  Agreement and the definitive  Agreement  between the parties shall be
     governed by the laws of the United Kingdom.


Signed on behalf of Stegram             Signed on behalf of Bioenvision, Inc.
Pharmaceuticals Ltd


     [ILLEGIBLE]                             [ILLEGIBLE]
------------------------------          ------------------------------


     Director                                CEO
------------------------------          ------------------------------
Position                                Position


     17/7/98                                 17/7/98
------------------------------          ------------------------------
Date                                    Date