RESEARCH AGREEMENT




                              (1) BIOENVISION INC.


                             (2) CARDIFF UNIVERSITY


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THIS AGREEMENT is made the 8 day of July 1999

BETWEEN:-


(1)    BIOENVISION  INC.,  a  Delaware  corporation  with  its  main  office  at
       Trafalgar House, 11  Waterloo Place, London SW1Y 4AU ("Bloenvision"); and

(2)    CARDIFF  UNIVERSITY  of P0 Box  923,  Cardiff,  CE1 3TE  ("CU").

       Cardiff University is the public name of the University of Wales, Cardiff


WHEREAS:-

A.     CU has represented to Bioenvision  that CU has knowledge and expertise in
       the field of cancer therapy; and

B.     CU's  patenting  and  licensing   company   University   College  Cardiff
       Consultants  Limited  ("UC3") is the proprietor  and beneficial  owner of
       rights and interest in the Technology (as hereinafter defined); and

C.     Bioenvision  is interested in the field of cancer therapy and is prepared
       to receive Confidential Information from CU upon and subject to the terms
       hereinafter appearing; and

D.     The parties wish to provide for CU to perform a Feasibility Study and for
       Bioenvision to carry out an Evaluation (as  hereinafter  defined)  during
       the term of this  Agreement  and for UC3 to grant a licence of equal date
       herewith to Bioenvision under the Technology.

NOW in  consideration  of these presents and of the payment by Bioenvision to CU
of the sum of  (pound)  197,981  plus VAT in the form of fees for a  Feasibility
Study IT IS HEREBY  AGREED as follows:

1      DEFINITIONS

1.1    In this Agreement:-

       (i)    "Effective Date" means the date first set out above;

       (ii)   "the   Feasibility   Study"   means  the  tests  and  studies  and
              evaluations to be conducted by CU on Bioenvision's behalf, as more
              fully described in Schedule 1 hereto;

       (iii)  "the  Evaluation"  is the  evaluation of technical and  commercial
              potential of the Technology to he carried out by Bioenvision:


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       (iv)   "the  field  means  the field of  "cancer  therapy  in humans  and
              animals";

       (v)    "Confidential  Information"  means all  technical  and  commercial
              information  and data  passed  from a  Discloser  to a  Recipient,
              including all elements of the  Technology,  and is further defined
              and qualified in Clause 7;


       (vi)   "the  Discloser"  is the  party  making  Confidential  Information
              available to the other;

       (vii)  "the  Recipient" is the party receiving  Confidential  Information
              from the other;

       (viii) "Bioenvision"  means  Bioenvision  Inc.  and  includes  subsidiary
              companies including Eurobiotech;

       (ix)   "the  Patents"  means a patent or patents  filed by UC3 as further
              defined in  Schedule  2 hereto and any patent  that may be granted
              pursuant  to  such  application(s)   and/or  any  patent  claiming
              priority  from  any  of  the  foregoing  including   supplementary
              certificates  of protection.  "The Patents" shall also include one
              patent application to be filed immediately after execution of this
              Agreement by UC3 on each of the subjects of i) 1,2-diphenylethanes
              and  1,3-diphenylpropanes and derivatives and ii) benzyl tetralins
              and derivatives.

       (x)    "Improvements"  means  intellectual  property,  data  and  results
              generated  by CU during the  Feasibility  Study and  includes  any
              patent(s) filed by UC3 in respect of the same;

       (xi)   "Technology"   means  Patents,   Improvements   and   Confidential
              Information of CU.


1.2      Reference to any statute or statutory provision includes a reference to
         that  statute  or  statutory  provision  as from  time to time  amended
         extended or reenacted.

1.3      Words  importing the singular  number shall include the plural and vice
         versa,  words  importing the  masculine  shall include the feminine and
         neuter and vice versa, and words importing persons shall include bodies
         corporate, unincorporated associations and partnerships.

 1.4    Headings to clauses and  paragraphs  are for ease of reference  only and
        shall not affect the  interpretation  or construction of this Agreement.
        The  Schedules  forms  part of this  Agreement  and  shall be  construed
        accordingly.

2      CONDUCT OF FEASIBILITY STUDY

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2.1    The Feasibility Study shall be carried out over a period of not more than
       thirty six (36)  months  from the  Effective  Date by CU within its Welsh
       School of Pharmacy.

2.2    CU shall use its reasonable  endeavours within the scope of its knowledge
       and experience to conduct the  Feasibility  Study in accordance  with the
       terms of this Agreement.

2.3    CU will  provide  Bioenvision  with  all the  scientific  results  of the
       Feasibility  Study on a quarterly basis. A full written report will reach
       Bioenvision no later than the end of the second week after the completion
       of the Feasibility Study.

2.4    The Feasibility Study as described in Schedule 1 will be conducted in tw6
       phases as described below, for a sum of (pound) 197,941 exclusive of VAT.
       Payments by  Bioenvision  to CU will be made  within  thirty (30) days of
       receipt of quarterly  invoices,  submitted at the start of each  quarter.
       The first payment shall be due on appointment  of the first  postdoctoral
       researcher.  Total  payments for the first phase shall be (pound)  95,090
       plus VAT.  Total  payments for the second phase shall be (pound)  102,851
       plus VAT, subject to 2.5 below.

2.5    The first phase of the Feasibility  Study will begin on or soon after the
       Effective Date and will require the work of two postdoctoral  researchers
       who  shall  each be  employed  by CU for  twelve  (12)  months.  As these
       researchers  may not be recruited  simultaneously,  it is recognised that
       the first phase may last up to twenty four (24) months, although CU shall
       use all  reasonable  efforts  to  restrict  this  period to not more than
       eighteen (18) months. Progress of the Feasibility Study shall be reviewed
       by  Bioenvision  at least two months  before  the end of the twelve  (12)
       month employment  contract of the first  researcher to be recruited,  and
       Bioenvision  shall  have the  opportunity  to  review  their  funding  on
       completion  of the first phase  (including  the option to  terminate  the
       Feasibility  Study in  accordance  with the  terms  of  Clause 9  below).
       Bioenvision  shall  inform CU in  writing of its  decision  based on such
       review before the end of the twelve (12) month employment contract of the
       first researcher to be recruited.

2.6    Subject to  Bioenvision's  approval  as defined in 2.5 above,  the second
       phase of the  Feasibility  Study shall begin on  completion of the twelve
       (12) month  employment  contract of the first researcher to be recruited.
       The second phase shall require the work of two  postdoctoral  researchers
       who shall each be employed by CU for twelve (12) months.

3      CONDUCT OF THE EVALUATION

3.1    During the course of the Feasibility  Study CU will answer all reasonable
       questions  and  queries put by  Bioenvision  concerning  the  Feasibility
       Study.


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3.2    At the end of the  Feasibility  Study or on termination of this Agreement
       Bioenvision  will  provide CU with a written  report of its  conclusions,
       including an assessment of market potential.

4      LICENSING

4.1    CU hereby undertakes that it will assign to UC3 with full title guarantee
       and free from  encumbrances  (to the extent that it has not already  done
       so) all of CU's right,  title and interest in and to the  Technology  for
       the full term  thereof  including  all  extensions  thereto and  renewals
       thereof together with all rights,  powers and benefits arising or accrued
       therefrom including (without limitation) the right to sue for damages and
       other remedies in respect of any such rights.

4.2    CU  acknowledges  that the  Technology  shall be licensed to  Bioenvision
       under the terms of a Licence  Agreement  entered into by Bioenvision  and
       UC3 and  executed  on the  same  date as this  Research  Agreement  ("the
       Licence Agreement").

4.3    Neither CU no UC3 shall enter into  discussions or negotiations  with any
       third party or third parties (other than  Bioenvision) with a view to the
       grant of a  licence  to any  third  party  (whether  on an  exclusive  or
       non-exclusive basis) under the Technology for the manufacture, use and/or
       sale of any products in the Field until the  conclusion or termination of
       this Agreement.

4.4    In this Agreement the restrictions  contained in clause 4.3 shall for the
       avoidance  of doubt  apply only in  respect  of the grant of any  licence
       under the  Technology  in  respect  of the  Field  (and  negotiations  in
       connection therewith) and shall not otherwise restrict UC3 and/or CU.

4.5    For the avoidance of doubt,  nothing in this Agreement  shall restrict CU
       from   undertaking  any  research  or  development   work  utilising  the
       Technology provided that in doing so CU acts in accordance with the terms
       of this Agreement and the Licence Agreement.

5      IMPROVEMENTS

5.1    Improvements  resulting  directly from the Feasibility Study shall be the
       property of CU.

5.2    The  necessity  for and  timing of any  applications  by UC3 for  patents
       and/or  similar   protective   applications  for  Improvements  shall  be
       discussed between the parties.

6      COMMENCEMENT

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       The  Feasbility  Study  shall  commence  as  soon  as may  reasonably  be
       practicable following the execution of this Agreement by both parties.

7      CONFIDENTIALITY

7.1    Except as  provided  in  sub-clause  7.4  below,  during the term of this
       Agreement all Confidential  Information  (howsoever  recorded or stored),
       which is  disclosed  by the  Discloser  to or  otherwise  comes  into the
       possession  of a  Recipient  shall be regarded  as  confidential  and the
       property of the  Discloser and shall not be disclosed by the Recipient to
       third  parties or used by the Recipient for any purpose other than stated
       in this Agreement.

       7.1.1  Bioenvision shall be entitled to disclose Confidential Information
              in  confidence  to  potential   approved   sub-licensees   of  the
              Technology  (pursuant  to the Licence  Agreement)  but only to the
              extent  strictly  necessary  to enable  such  persons to  evaluate
              whether they wish to become approved sub-licensees.

       7.1.2  Bioenvision shall be entitled to disclose Confidential Information
              in confidence  to approved  financial  institutions  and potential
              investors  in  Bioenvision,  to the  extent  necessary  to  enable
              Bioenvision to attract investment.

7.2    The Recipient  shall be  responsible  and liable to the Discloser for any
       non-observance or breach of the terms of confidentiality herein contained
       by its or their  employees.  Each  party  shall  restrict  disclosure  of
       Confidential  Information  to its  employees  having a need to know  such
       Confidential  Information  for the purposes of the  performance  of their
       obligations and responsibilities hereunder.

7.3    The obligations  governing  confidentiality  and/or use contained in this
       Clause 7 shall  continue for the term of this  Agreement and for ten (10)
       years thereafter.

7.4    The provisions governing confidentiality and/or non-use contained in this
       clause 7 shall  not  apply to any  part of the  Confidential  Information
       which the Recipient is able to demonstrate:

       (i)    was lawfully in the  Recipient's  possession and known to it prior
              to disclosure or receipt thereof; or

       (ii)   was in the public domain or the subject of public knowledge at the
              time of disclosure to or receipt thereof by the Recipient; or

       (iii)  becomes  part  of the  public  domain  or the  subject  of  public
              knowledge  after the date of disclosure  to or receipt  thereof by
              the Recipient but through no fault of the Recipent; or
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       (iv)   becomes  availiable  to the  Recipient  form a third  party not in
              breach of legal obligation of confidentiality to Bioenvision or CU
              or UC3 in respect thereof; or

       (v)    is  required  to be  disclosed  by law or by order of any court of
              competent jurisdiction or by order of any regulatory authority.

7.5    CU further  undertakes that any reports produced by Bioenvision under the
       terms of this Agreement shall not be disclosed to third parties.

8      PUBLICATION

       Bioenvision  recognises  that under CU  policy,  CU shall seek to publish
       details of the  Technology  subsequent to UC3 filing any relevant  patent
       applications. Bioenvision agrees that CU shall be permitted to present at
       symposia, international, national, or regional professional meetings, and
       to publish in journals,  theses,  dissertations or otherwise of their own
       choosing, details of the project and any such patents, provided, however,
       that  CU  shall  discuss  any  such  publication  or  presentation   with
       Bioenvision  and  Bioenvision  shall  have been  furnished  copies of any
       proposed  publication or  presentation at least two (2) months in advance
       of the  submission  of such proposed  publication  or  presentation  to a
       journal,  editor,  or other third party.  Bioenvision  shall have two (2)
       months,  after  receipt  of said  copies,  to  object  to  such  proposed
       presentation or proposed  publication because there is further patentable
       subject  matter  which needs  protection.  In the event that  Bioenvision
       makes such objection,  said researcher(s)  shall refrain from making such
       publication or presentation  for a maximum of six (6) months from date of
       receipt of such objection in order for UC3 to file UK and/or other patent
       application(s) directed to the patentable subject matter contained in the
       proposed publication or presentation.

9      TERM & TERMINATION

9.1    This Agreement shall commence on the Effective Date and shall (subject as
       otherwise provided elsewhere in this Agreement) remain in force until the
       completion of the Feasibility  Study unless  terminated by Bioenvision as
       described in 2.5 above PROVIDED THAT any party ("the Terminating  Party")
       shall have the right to terminate  this Agreement by notice in writing to
       the other parties upon the happening of any of the following events:

       9.1.1  if any  other  party  ("the  Defaulting  Party")  is guilty of any
              breach non-observance or non-performance of any of its obligations
              hereunder  and does not  remedy  the same (if  capable  of remedy)
              within thirty days of notice of such failure or breach being given
              by the Terminating Party; or

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       9.1.2  if the  Defualting  Party ceases to carry on business or is unable
              to pay its debts in the ordinary course of business or enters into
              liquidation or analogous  proceeding in any  jurisdiction  outside
              the  United  Kingdom  (other  than for the  purpose  of a  solvent
              reconstruction  or amalgamation) or has a receiver,  administrator
              or   administrative   receiver   (or   analogous   person  in  any
              jurisdiction  outside the United Kingdom) appointed over the whole
              or any part of its assets; or

       9.1.3  if, before the end of the  Feasibility  Study  Bioenvision  judges
              that the outcome will be of no commercial  benefit to Bioenvision,
              this  Agreement may be terminated,  subject to Bioenvision  paying
              all sums and for all uncancellable commitments to which CU and UC3
              are obligated  for the project.  These  uncancellable  commitments
              shall  include  but not be limited to the costs of  employment  of
              fixed-term  staff  engaged  specifically  for the project,  and no
              individual  employment  contract shall extend for more than twelve
              (12) months.

9.2    Upon termination of this Agreement for whatever reason:

       9.2.1  CU and UC3 shall as soon as practicable  after termination of this
              Agreement either destroy or return (at  Bioenvision's  option) all
              of  Bioenvision's  Confidential  Information  (save for reports as
              defined in Clause 3.2 hereof), and all copies and extracts thereof
              in its possession and shall certify in writing to Bioenvision that
              all such  information  has been  destroyed or returned as the case
              may be.

       9.2.2  Bioenvision shall as soon as practicable after termination of this
              Agreement  either destroy or return (at CU or UC3's option) all of
              CU's  Confidential  Information (save for the report as defined in
              Clause 2.3  hereof)  and all copies  and  extracts  thereof in its
              possession  and  shall  certify  in  writing  to CU that  all such
              information has been destroyed or returned as the case may be.

9.3    The  termination  of this  Agreement  for any  reason  shall  be  without
       prejudice  to  the  rights  and  obligations  of the  parties  thereunder
       accruing up to and including the date of such termination. Clause 7 shall
       continue notwithstanding termination of this Agreement.

10     FORCE MAJEURE

       No party  hereto  shall be  liable  nor  deemed to be liable to any other
       party for failure or delay in meeting  any  obligation  hereunder  due to
       strikes or lockouts  (whether of their own  employees or those of others)
       acts of God, warfare, flood, acts of government or governmental agency or
       any other  cause  beyond  the  control  of the party  which had a duty to
       perform.


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11     SEVERABILITY

       If  any   provision   of  this   Agreement  is  found  by  any  court  or
       administrative   body  of  competent   jurisdiction   to  be  invalid  or
       unenforceable the invalidity or  unenforceability of such provision shall
       not affect the other  provisions of this Agreement and all provisions not
       affected by such  invalidity  or  unenforceability  shall  remain in full
       force  and  effect  unless  severance  of the  invalid  or  unenforceable
       provision  would  reasonably  frustrate the  commercial  purposes of this
       Agreement.  The parties  hereby  agree to attempt to  substitute  for any
       invalid or unenforceable provision a valid or enforceable provision which
       achieves to the greatest extent  possible the economic  objectives of the
       invalid  or  unenforceable  provision  without  itself  being  invalid or
       unenforceable.

12     ASSIGNMENT

       This  Agreement  shall be binding  upon and inure for the  benefit of the
       successors of the parties  hereto.  Save as provided herein neither party
       shall have the right to assign this  Agreement  or any rights under it to
       any third party without the prior written consent of the other party.

13     WAIVER

       The waiver by any party of a breach or  default of any of the  provisions
       of this  Agreement  by any other party shall not be construed as a waiver
       of any  succeeding  breach of the same or other  provisions nor shall any
       delay or omission on the part of any party to exercise or avail itself of
       any right power or privilege that it has or may have hereunder operate as
       waiver of any breach or default by any other party.

14     NOTICE

       Any notice,  consent or other communication  authorised or required to be
       given  hereunder or for the purposes hereof may be served by any party on
       the other and shall be in writing  and sent by  personal  delivery  or by
       recorded  delivery  or  registered  post or fax,  in the case of personal
       delivery or post to the addresses of the parties set out above or to such
       other address as may have been notified by any party as their address for
       service and in the case of fax, to the following numbers or to such other
       number as may have been given by any party as its fax number for service.


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      CU, FAO Mr Geraint Jones:               44 1222874189
      Bioenvision, FAO Mr Chris Wood          44 171 8397570


       Any notice sent by post shall be deemed to have been served five (5) days
       after the time that the same shall have been posted. Any notice served by
       fax  shall  be  deemed  to  have  been  served  twenty-four  hours  after
       transmission.

15     ENTIRE AGREEMENT

       This Agreement  including the Confidentiality  Agreement  constitutes the
       entire and only  Agreement  between  the parties  hereto  relating to the
       subject matter hereof and overrides and supersedes any prior arrangements
       or oral discussion between the parties.

16     NO PARTNERSHIP

       Nothing in this  Agreement  shall create a  partnership  or joint venture
       between the parties hereto each of whom acts as an independent  principal
       and not as the agent or partner of the other and no party  shall have any
       authority to enter into any  engagements  or make any  representation  or
       warranty on behalf of or pledge the credit of or otherwise bind or oblige
       the other party hereto.

17     ANNOUNCEMENTS

       Save as required by law or by  competent  regulatory  authority  no party
       shall make any public announcements as to the existence of this Agreement
       or as to its  contents  without  the prior  written  consent of the other
       parties such consent not to be unreasonably withheld.

18     LAW

       This Agreement  constitutes the entire agreement between the parties with
       respect to the subject matter  contained  herein and shall be governed by
       the laws of England and Wales.  The parties will seek to resolve disputes
       between  them by an  Alternative  Dispute  Resolution  ("ADR")  technique
       recommended by the Centre for Dispute Resolution ("CEDR"). If the parties
       fail to settle  the  dispute  within  thirty  (30) days  following  their
       agreement to involve  CEDR or either party  refuses to submit to ADR, the
       dispute  shall be referred to the  jurisdiction  of the courts of England
       and Wales.


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19     MISCELLANEOUS

19.1   This  Agreement may not be amended,  supplemented  or otherwise  modified
       except by an  instrument in writing  executed by all parties  hereto with
       the same formality as this Agreement is executed.

19.2   Each party hereto shall be  responsible  for the payment of its own costs
       (and not those of the other  party) in  connection  with the  negotiation
       preparation and execution hereof.

19.3   Each  party  hereto  represents  and  warrants  to  the  other  that  the
       signatories  hereto  for and on behalf  of that  party  have  been  fully
       empowered to execute this  Agreement on its behalf and that all necessary
       action has been taken and all requisite  approvals  have been obtained to
       authorise such execution.

19.4   All sums expressed in this  Agreement or otherwise  payable in accordance
       with the terms of this  Agreement  are  expressed  exclusive of VAT which
       shall (if due) be payable in addition at the applicable rate from time to
       time.

IN WITNESS whereof the parties hereto have executed and delivered this Agreement
as a Deed the day and year first above written.



Signed by
for and on behalf of
Bioenvision

/s/ [ILLEGIBLE]



Signed by
for and on behalf of
Cardiff University

/s/ Geraint W Jones          Geraint W Jones             Director, Research and
                                                         Consultancy Division



<PAGE>


                                   SCHEDULE I



                              THE FEASIBILITY STUDY




<PAGE>




                                   SCHEDULE 2



                                   THE PATENTS