CO-DEVELOPMENT AGREEMENT

THIS  AGREEMENT (the  "Agreement")  is entered into and effective this 20 day of
May 1998, the same date affixed hereto by the party last signing this Agreement,
by and between Biomed (UK) Ltd ("Biomed") of St Budeaux,  Packhorse Rd, Gerrards
Cross,  Bucks and  EuroLifesciences  Ltd ("EuroLife") of City Tower, Level 4, 40
Basinghall Street, London EC2V 5DE.

WITNESSETH

WHEREAS,  EuroLife has rights in patents and technical  information  relating to
the development  and uses of a cell-based  vector system for use in gene therapy
and related technologies [Technology(s)]; and stem cell cryopreservation.

WHEREAS, Biomed recognizes that its anticipated business activity will encompass
the practice of technology that requires a license under  intellectual  property
owned by EuroLife; and

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

Co-Development Program means the joint development of the Technology by EuroLife
and Biomed.

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 Biomed 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 Biomed 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 cell-based vector system for
use in gene  therapy  and  related  technologies,  developed  by or on behalf of
EuroLife,  that is (i) related to human 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).


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2. LICENSE AND CO-DEVELOPMENT PROGRAM

The parties to this Agreement hereby agree to jointly  co-develop the Technology
according to the terms of this Agreement  which  supersedes all other written or
verbal agreements,  express or implied,  between Biomed and EuroLife relating to
co-development of the Technology.

EuroLife hereby grants to Biomed,  to the extent of the Field for the Territory,
an  exclusive  license to make,  have made,  use and sell  Product(s),  provided
Biomed sells Product(s) under existing 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).

The  exclusive  license set forth herein shall remain  exclusive  for so long as
Biomed  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,  EuroLife,  in his sole  discretion,  may elect to
terminate  the  Co-Development  Agreement  or take  whatever  actions  it  deems
necessary.

     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.

3. TECHNICAL INFORMATION LICENSE

A. To the extent it is able to do so, EuroLife  hereby grants to Biomed,  to the
extent of the Field for the Territory, an exclusive license to use the Technical
Information necessary to practice the Technology such that Biomed 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
Biomed  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,  EuroLife  in his sole  discretion  may  elect to
terminate  the  Co-Development  Agreement  or  take  whatever  action  it  deems
necessary

C. (1)  EuroLife  shall  make  efforts  to make  available  to Biomed  Technical
Information  in his possession  related to the Technology  that EuroLife has the
obligation to disclose under this Agreement.  Biomed shall not disclose to third
parties any Technical  Information furnished by EuroLife during the term of this
Agreement,  or any time thereafter,  provided,  however,  that disclosure may be
made of any such  Technical  Information at any time: (i) with the prior written
consent of EuroLife,  or (ii) to the extent necessary,  to Biomed's sublicensees
and purchasers of Biomed's Product(s) or services, or (iii) after the same shall
have


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entered  into  the  public  domain  through  no  fault  of  Biomed  or  Biomed's
subsidiaries.  Disclosure of Technical  Information is permitted without a prior
written  consent  of  EuroLife  to the  extent  required  by  statute,  rule  or
regulation  of a governing  body during the course of Biomed'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.  Biomed shall inform EuroLife
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 Biomed's  sublicensees  and  purchasers  of Biomed's  Product(s) or
services, the agreements contained in this Section shall be made by Biomed 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

Biomed 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.  The pre-clinical costs
not to exceed $1.5 million, unless agreed to buy both parties.

B. Biomed 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 Biomed 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.

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 Biomed are acquired by a third party
all current or future payments  derived by Biomed 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


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EuroLife and Biomed, after repayment to Biomed of all development costs incurred
by Biomed.

ROYALTY PAYMENTS

A. Biomed  shall have  exclusive  rights to market the Product in the  Territory
under the following  terms:  For the Patent and Technical  Information  licenses
granted  herein,  Biomed  shall pay to EuroLife 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 Biomed 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 EuroLife,  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,  Biomed shall  immediately pay to
EuroLife any remaining  unpaid  balance of earned  royalties even though the due
date provided in Article 8 has not been reached.

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

7.   SUBLICENSING

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

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

C. If this Agreement is terminated for any reason,  except breach of contract by
Biomed,  any  sublicense  shall  automatically  transfer  to  EuroLife,   unless
sublicensee is in breach or default of sublicense,  and remain in full force and
effect so long as


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the  sublicensees  performs the obligations of the  sublicense,  and Biomed will
execute such documents as may be requested by EuroLife to attest to the transfer
to EuroLife of all  sublicense  rights,  including  the right to receive  future
payments.

8.   PAYMENTS AND REPORTS

Payments owed to EuroLife shall be payable within thirty (30) days of receipt by
Biomed  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 Biomed.

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

C. In the event that  Biomed is  prevented  from  making any payment to EuroLife
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 EuroLife's account in a bank
acceptable to EuroLife in the country whose  currency is involved.  If the local
currency  cannot be converted or remitted to EuroLife  within twelve (12) months
from the initial  deposit,  Biomed  shall pay EuroLife  the  equivalent  of such
amount  at the  initially  computed  conversion  rate  (including  any  interest
earnings)  in  Pounds  Sterling   (pounds)  and  the  local  currency  shall  be
transferred to an account in a bank acceptable to EuroLife in that country.

D.  Payments to EuroLife  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. Biomed shall deliver to EuroLife within forty-five (45) days after the end of
each calendar  quarter a report,  certified by the chief  financial  officer (or
equivalent)  of Biomed,  setting forth in reasonable  detail the  calculation of
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  Biomed,  sublicensees,  joint  ventures  and their
affiliates.


<PAGE>




F. The Biomed report to EuroLife  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

Biomed  shall  keep  accurate  records  of  all  operations  affecting  payments
hereunder,  and shall permit EuroLife or a 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 an audit shall
be  paid  by  EuroLife;  provided,  however,  that  if  an  audit  discloses  an
underpayment  by Biomed of more than five percent (5%) for such audited  period,
Biomed shall pay the reasonable fees and expenses charged by the firm conducting
the audit.


10. OWNERSHIP OF THE TECHNOLOGY,  TECHNICAL INFORMATION AND IMPROVEMENTS

EuroLife  and  Biomed  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.

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

All  Improvements  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 Biomed,  shall be owned by EuroLife and if deemed  reasonably  necessary  for
Biomed's  practice  of  the  Technology,   without  which  such  practice  would
constitute an infringement of Biomed's  rights,  shall be included to the extent
necessary,  as  decided  solely by  EuroLife,  in the  licenses  granted in this
Agreement,  unless inclusion is not possible due to EuroLife's  obligations to a
third party. In the event that a conflicting  obligation  prevents EuroLife from
including such an Improvement,  he shall use reasonable efforts to assist Biomed
to obtain rights from the appropriate third party or parties.

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


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11. PATENT PROSECUTION


A. Biomed shall file,  prosecute and maintain all of the Patent(s)  that are the
property of EuroLife as of the date of this Agreement.

B. Biomed 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.  EuroLife  shall furnish  Biomed 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. EuroLife  shall provide  Biomed with draft copies of all  correspondence  and
filings and related prosecution documents on the Patent and Improvement licensed
hereunder  and Biomed  shall  promptly  provide  comments,  if any, to EuroLife.
EuroLife shall confer with Biomed, and make reasonable efforts to adopt Biomed's
suggestions  regarding  prosecution  tactics and strategy.  Notwithstanding  the
foregoing,  Biomed 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,  Biomed shall provide  EuroLife with a
copy of such document. In addition, Biomed shall copy EuroLife with any official
office action and responses and  submissions.  Biomed shall bear the expenses of
the activities noted in this Article 11.E.

 .E.  Biomed will inform  EuroLife 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 Biomed may take over and maintain such Patent and Improvements
in force.

 .F. Provided that Biomed has been informed by Biomed at least sixty (60) days in
advance,  in the event that Biomed decides not to pay patenting  expenses in any
jurisdiction,  EuroLife may elect to maintain  such Patent and  Improvements  in
force and terminate  Biomed's  licenses granted as for the jurisdiction in which
Biomed abandoned or failed to file or maintain such Patent rights.

12.  INFRINGEMENT BY THIRD PARTY

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).

Biomed shall have the first right to institute suit for  infringement(s)  in the
Field and Territory so long as this  Agreement  remains  exclusive.  At Biomed's
expense,  EuroLife  will  reasonably  assist Biomed in such  prosecutions  if so
requested  by Biomed,  and will lend his name to such  actions if  requested  by
Biomed or required


<PAGE>


by  law.  Notwithstanding  the  foregoing  EuroLife  shall  have  the  right  to
participate  and be represented in any such  prosecutions  by his own counsel at
his own expense.

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

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 EuroLife
and Biomed.

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 Biomed receives any monies or other  consideration  from a third party
as a result of Biomed's  exercise  of its rights  under this  Agreement,  Biomed
shall first be reimbursed  for expenses  incurred and paid for,  EuroLife  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.

If  Biomed   fails  to  exercise   its  first  right  to   institute   suit  for
infringement(s)  and EuroLife  elects not to institute suit, then EuroLife shall
provide  Biomed  with at least  sixty  (60)  days  notice  of its  intention  to
terminate  Biomed'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

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

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

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


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14.  INFRINGEMENT OF THIRD PARTY RIGHTS

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

B EuroLife  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 EuroLife.

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

EuroLife is unaware of any claims asserted against EuroLife 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 Biomed as of the
Effective Date of this Agreement.

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

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

E.  Biomed  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 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 Biomed to a third party that
third party shall accept all liability for any injury, loss or damage as defined
above.

16. INDEMNIFICATION

     Biomed hereby agrees to  indemnify,  hold harmless and defend  liability to
the extent of the Field and for the Territory  EuroLife and his  representatives
and


<PAGE>


agents  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
Biomed 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 Biomed.  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

     Biomed  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 EuroLife and his  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  Biomed  or  by  a
sublicensee,  affiliate or agent of Biomed.  Biomed shall  furnish to EuroLife 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)
EuroLife is no longer due any payments from  Sublicensee(s);  or (iii) Biomed is
no longer directly marketing a Product.

     The payment  obligations  under the licenses granted to Biomed 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 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 Biomed, its Sublicensee(s), contractors, financiers or any other Biomed
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.


<PAGE>


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

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

      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.

      EuroLife  shall have the right to terminate this Agreement if Biomed 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.

      Biomed shall inform EuroLife 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.

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

19. CONFIDENTIALITY; PUBLICATION; PUBLICITY

     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:

     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;


<PAGE>


     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.

     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.  Biomed  shall not use the name of EuroLife or  otherwise
refer to any organization related to EuroLife,  except with the written approval
of EuroLife, such approval not to be unreasonably withheld.

20. DISPUTE RESOLUTION


<PAGE>




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.
ASSIGNABILITY


EuroLife  or Biomed  shall not  assign  any  rights  under  this  Agreement  not
specifically  transferable  by its terms without  prior  written  consent of the
other party

22. REFORM

     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.

    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,  Biomed, by written notice to EuroLife,
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

   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.

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

24.  MARKING

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

25. IMPLEMENTATION


<PAGE>




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

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  Biomed  and  EuroLife.  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



<PAGE>



same kind or nature as the causes or contingencies  above  enumerated) shall not
subject the party so failing to any liability to the other.

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.

BIOMED:                              EUROLIFE:

By:  /s/ [ILLEGIBLE]                 By:  /s/ [ILLEGIBLE]
     --------------------------           ----------------------------

Position:   Director                 Position: Director

Date:    20/5/98                     Date:   20/5/98