EXHIBIT 10.6

                                AGREEMENT

THIS LICENSE AGREEMENT ("Agreement") is made as of January 1, 1998, between
ENTROPIN, INC. ("Entropin") and DR. JAMES E. WYNN ("Dr. Wynn").

                                RECITALS

     A.   Entropin is a California corporation with its principal place of
          business at 45-926 Oasis Street, Indio, California.  Entropin is
          an ethical pharmaceutical company which is engaged in the trade
          or business of developing, producing, and marketing drug
          products.  Entropin's primary drug, Esterom, is being
          investigated under the IND (defined below).

     B.   Dr. Wynn, in his capacity as Chairman of the Department of
          Pharmaceutical Sciences and as Assistant Dean for Research,
          Pharmaceutical Sciences at the Medical University, College of
          Pharmacy of South Carolina was actively involved in providing
          Entropin with research and development services under the
          Development of New Products Agreement ("New Products Development
          Agreement") made as of the 26th day of January, 1987 among
          Entropin, the Pharmaceutical Development Center, Department of
          Pharmaceutical Sciences, The Medical University of South Carolina
          ("PDC") and The Medical University of South Carolina  ("MUSC"). 
           Such services contributed to the development of Esterom and gave
          rise to certain of  Entropin's Licensed Patents (defined below)
          and Entropin's Prior Technical Knowledge (defined below).

     C.   Dr. Wynn will in association with others form DISTINGUISHED
          MEDICAL RESEARCH, INC. ("DMR"), a Nevada corporation, to conduct
          research and development activities concerning ethical
          pharmaceuticals, including but not limited to those within the
          class of pharmaceuticals to which Esterom belongs.  Dr. Wynn will
          be  the President and Chief Scientific Officer of DMR.

     D.   Because of Dr. Wynn's skill, expertise, knowledge and experience
          in pharmaceuticals, and in working with Esterom under the New
          Products Development Agreement and otherwise, Dr. Wynn expects to
          be able to develop innovations to Entropin's Licensed Patents. 
          The intent of the parties in entering into this Agreement is that
          Dr. Wynn be given access to Entropin's Licensed Patents and
          Entropin's Prior Technical Knowledge not solely to take
          Entropin's Prior Technical Knowledge and patent that information
          without doing further tests, experiments, research and
          development, but to utilize his skills to further develop the
          Licensed Technologies (defined below) into Improved Product(s),
          New Product(s), and Unrelated Product(s) ( all defined below).

     E.   Dr. Wynn wants to perform testing, experimentation, research and
          development work on Esterom building on the Licensed Technologies
          to develop Improved Product(s) and New Product(s);   Entropin is
          willing to permit Dr. Wynn to do so on the terms and conditions
          below.

     F.   This Agreement is an interrelated part of an overall agreement
          reached with Dr. Wynn relating to his past assistance to Entropin
          in connection with research and

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          development work on Esterom and medical uses (human and animal)
          of cocaine, its salts, derivatives, analogs, homologs,
          metabolites, isomers and reaction products.  Other aspects of the
          overall agreement relate to common stock in Entropin and debt
          obligations of Entropin to Dr. Wynn, the particulars of which are
          set forth in other related documents.

     In consideration of the mutual covenants and promises contained in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   DEFINITIONS:   As used in this Agreement, the terms below will have
     the meanings set forth in this Article:

     1.1  "Affiliate" means (a) any corporation or business entity and any
          officer, director, control shareholder or other person exercising
          legal or de facto control (or any family member of any of the
          foregoing) of such corporation or business entity, of which
          either party, at the time in question, directly or indirectly
          owns or controls fifty percent (50%) or more of the stock having
          the right to vote for directors thereof or otherwise controls the
          management of the corporation or entity or is controlled by or
          under common control with that party by ownership or control of
          its voting stock of at least fifty percent (50%), or (b) any
          corporation, individual or entity which now or hereafter directly
          or indirectly owns or controls fifty percent (50%) or more of the
          stock of Entropin or of any corporation or entity to which this
          Agreement is assigned by Dr. Wynn.

     1.2  "Confidential Information" is defined in Section 8.1 below.

     1.3  "Entropin's Confidential Information" means Confidential
          Information, including but not limited to Technical Information,
          Entropin's Prior Technical Knowledge, data and materials, and
          other information provided to Dr. Wynn by Entropin from time to
          time regarding Entropin's technology, products, business
          information and objectives.

     1.4  "Entropin's Licensed Patents" means U.S. Patent Numbers:
          5,376,667; 5,559,123, 5,525,613; 4,469,700; 4,512,996; 5,556,663;
          5,663,345 and any divisional, continuing, and continuation-in-part
          patents therefrom that later issue as United States Patents.

     1.5  "Entropin Prior Technical Knowledge" refers to knowledge derived
          from services conducted at MUSC or the PDC conducted or
          supervised directly or indirectly by Dr. Wynn under the New
          Products Development Agreement.  Those services included but are
          not limited to:

               (a)  Research leading to the stabilization of the
                    manufacturing process of Esterom.

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               (b)  Research leading to reproducing Esterom to establish
                    its formulation.

               (c)  Manufacturing Esterom for animal studies.

               (d)  Supervising Phase I Clinical Studies (toxicity) in
                    human beings using Esterom.

               (e)  Supervising the Phase II Clinical Studies of Esterom
                    (toxicity and efficacy) at MUSC.

               (f)  Completing preliminary research on Esterom.

               (g)  Developing an assay for benzoyl ecgonine and ecgonine
                    for the purposes of indicating the stability of Esterom
                    using a GC/MS analytical method as well as an HPLC
                    method for benzoylecgonine.

          A list of the documentation arising from such services, which
          documentation constitutes the tangible manifestation of the
          "Entropin's Prior Technical Knowledge" transferred to Entropin
          under the New Products Development Agreement, is attached hereto
          as Exhibit A.  The location of such documentation is at
          Entropin's corporate headquarters in Indio, California or at the
          offices of the law firm, Fish and Neave.

     1.6  "Esterom" means the compounds of formulas and the pharmaceutical
          compositions containing those compounds, or mixtures thereof, 
          identified and/or claimed under Entropin's Licensed Patents.

     1.7  "FDA" means the United States Food and Drug Administration.

     1.8  "Improved Product(s)," means  products that are developed by Dr
          Wynn under this Agreement which are product(s) that contain the
          same active ingredients as Esterom, but are formulated
          differently (e.g., as a cream or lotion instead of the liquid
          formulation of Esterom).

     1.9  "IND" refers to Investigational New Drug application No. 37,301
          filed for Esterom with the FDA.

     1.10 "IP Rights" means all inventions and other intellectual property
          rights which may or may not be the subject of patent, copyright
          and other means of intellectual property right protections that
          arise out of Dr. Wynn's use of the Licensed Technologies.

     1.11 "Licensed Product(s)" refers to one or more products covered by
          the claims contained in Entropin's Licensed Patents.

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     1.12 "Licensed Technologies" refers to products, compositions,
          methods, and processes claimed in and covered by Entropin's
          Licensed Patents and Entropin's Confidential Information.

     1.13 "New Indication" means any indication for Esterom other than the
          indications tested in the clinical trials conducted pursuant to
          the IND or claimed under Entropin's Licensed Patents.

     1.14 "New Products Development Agreement" is defined in the Recitals
          above.

     1.15 "New Product(s)" means products that are developed by Dr Wynn
          under this Agreement which are either (i) any product relating to
          medical uses (human or animal) which is neither a Licensed
          Product(s) nor an Improved Product(s) but is derived from
          cocaine, its salts, derivatives, analogs, homologs, metabolites,
          isomers and reaction products or (ii) any product relating to
          medical uses (human or animal) (including Esterom and Improved
          Product(s) ), that is to be used for a New Indication
          sufficiently novel, unobvious and enabled to be separately
          patentable.

     1.16 "Patent Costs" mean all reasonable actual out-of-pocket costs
          incurred by Entropin for the preparation, filing, prosecution,
          and maintenance of patent rights arising out of the IP Rights,
          exclusive of any salaries or other indirect costs.

     1.17 "Publication" means a disclosure by any means of communication or
          transfer to one or more third parties, other than consultants
          under an obligation of confidentiality.

     1.18 "Technical Information" means technical data, know-how,
          specifications, methods of manufacture, and other information or
          assistance pertaining to Esterom, Improved Product(s), New
          Product(s), and Unrelated Product(s), and the Licensed
          Technologies provided by one party to the other from time to
          time, including, but not limited to,  formulas, patents,
          compilations, programs, devices, methods, techniques, and
          processes.

     1.19 "Unrelated Product(s)" means any product relating to medical uses
          (human or animal) which is neither an Improved Product(s) nor a
          New Product(s).

2.   GRANT CLAUSE. ENTROPIN TO DR. WYNN.

     2.1  For the purposes of this Agreement set forth in Section 3 below,
          Entropin grants to Dr. Wynn the non-exclusive right to:

               (a)  Make, have made, import, and use Esterom under
                    Entropin's Licensed Patents.

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               (b)  Use Entropin's Confidential Information.

     2.2  No license, either express or implied, is granted by Entropin to
          Dr. Wynn to use the Licensed Technologies (Entropin's Licensed
          Patents and Entropin's Confidential Information) for any purpose
          except as specifically stated in Section 3 below.

3.   SCOPE OF WORK.

     3.1  Dr. Wynn shall have the right to use the Licensed Technologies
          for the following purposes but no others, to:

               (a)  Develop new pharmaceutical compositions comprising
                    compounds derived from cocaine, its salts, derivatives,
                    analogs, homologs, metabolites, isomers and reaction
                    products and their appropriate formulations.

               (b)  Develop improved or new methods of formulating Esterom;

               (c)  Demonstrate new indications for Esterom; 

               (d)  Develop new routes of administration for Esterom; and

               (e)  Identify and develop new  chemical entities derived
                    from cocaine, its salts, derivatives, analogs,
                    homologs, metabolites, isomers and reaction products
                    and their appropriate formulations.

     3.2  Dr. Wynn's right granted under this Agreement to use the
          Licensed Technologies is specifically conditioned upon Dr.
          Wynn keeping Entropin's representative designated under
          paragraph 4.4(a) of this Agreement fully informed in writing
          on a quarterly basis with regard to the substance of Dr.
          Wynn's activities including,  but not limited to, a summary
          of research results obtained using the Licensed
          Technologies.  Further, Dr. Wynn shall not use the Licensed
          Technologies to duplicate research which, to  Dr. Wynn's
          knowledge,  has or will be undertaken in good faith by or
          for Entropin, unless he has Entropin's prior written
          consent. In that regard, Dr. Wynn is hereby authorized on a
          non-exclusive basis to develop Esterom for use in
          dermatological indications and to develop Improved
          Product(s).

     3.3  Subject to the provisions of Article 8 below, all Technical
          Information disclosed to Dr. Wynn by Entropin under this
          Agreement including, but not limited to,  the technical data,
          specifications, methods of manufacture, and other information
          utilized, developed or conceived under the New Products
          Development Agreement are and will remain the sole property of
          Entropin. Entropin acknowledges the existence of Claudia O'Keke's
          thesis "Studies on the Analysis of Ecgonine Derivatives in
          Biological and Pharmaceutical Matrices".

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4.   DR. WYNN'S OBLIGATIONS.

     4.1  Subject to the provisions of Section 3.2 above, Dr. Wynn shall
          utilize his skills, expertise, knowledge, and experience as well
          as other scientists to develop and produce Improved Product(s),
          New Product(s), and Unrelated Product(s).

     4.2  The parties wish to further research and develop the Licensed
          Technologies and to share in the benefits of the manufacture and
          distribution of the Improved Product(s), New Product(s), and
          Unrelated Product(s), and associated follow-on products which
          result and through the further research to develop and
          commercialize apparently unique chemical entities involved in the
          class of pharmaceuticals to which the Licensed Product(s) belong,
          and improvements and modifications to the Licensed Technologies.

     4.3  Each time that Dr. Wynn reduces IP Rights, Improved Product(s) or 
          New Product(s)  to writing, Dr. Wynn shall give notice to
          Entropin of such fact and shall concurrently forward to Entropin
          all the documentation and execute all documents required to
          permit Entropin to prepare and file a patent application or
          applications with the United States Patent Office (and in all
          foreign countries deemed appropriate by Entropin) as to such
          product(s)or rights.

     4.4  Dr. Wynn shall provide Entropin with all documentation required
          or, in the opinion of Entropin, reasonably necessary to enable
          Entropin to fully exploit the IP Rights, Improved Product(s) or
          New Product(s) (and Unrelated Product(s) if Entropin has
          exercised its first right of refusal as provided under paragraph
          6.3 of this Agreement) in accordance with the following
          procedures:

          (a)  Entropin and Dr. Wynn shall each select a representative who
               shall act as its correspondent in transmitting documentation
               relating to the IP Rights, Improved Product(s), New
               Product(s), and Unrelated Product(s) and/or other assistance
               necessary to fully exploit the IP Rights, Improved
               Product(s), New Product(s), and Unrelated Product(s).  Each
               party shall indicate promptly to the other in writing the
               name of its correspondent.

          (b)  Dr. Wynn's correspondent shall be responsible for answering
               all reasonable technical inquiries received from Entropin's
               correspondent relating to the IP Rights, Improved
               Product(s), New Product(s), and Unrelated Product(s) and for
               providing copies of pertinent documentation relating to the
               IP Rights, Improved Product(s), New Product(s), and
               Unrelated Product(s), including applicable test reports;
               other technical reports; operation and maintenance manuals;
               lists of ingredients and their proportions in compositions
               of matter; quality control procedures; other information on
               manufacturing processes and apparatus; and cooperate with
               any requirements of the FDA or other applicable regulatory
               agency.

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          (c)  Subject to any restrictions that may be imposed by the
               United States Government, Dr. Wynn, on written notice, shall
               give Entropin's duly accredited representatives access to
               the factories, laboratories, and other facilities used by
               him in connection with his activities covered by this
               Agreement, at reasonable times and under reasonable
               conditions, for a total maximum period of no more than
               twenty four (24) business hours per quarter, for the purpose
               of acquiring information relating to the IP Rights, Improved
               Product(s), New Product(s), and Unrelated Product(s).

          (d)  Each document transmitted by a correspondent shall contain
               the following restricted rights legend:

                    "This document contains proprietary information of
                    [disclosing party].  Its receipt or possession does not
                    convey any rights to reproduce or disclose its contents
                    or to manufacture, use or sell anything it may
                    describe.  Reproduction, disclosure or use without
                    specific written authorization of [disclosing party] is
                    strictly forbidden. This document must be kept only in
                    [recipient's] confidential files when not in use. The
                    recipient will take appropriate and necessary action to
                    prevent unauthorized access to, copying, or down
                    loading of all or part of this document stored
                    electronically on a networked computer system or
                    otherwise."

     4.5  Should Entropin need for Dr. Wynn or any other person working
          with him to assist it in the patenting,  regulatory process or
          commercial exploitation, Dr. Wynn shall provide access to those
          individuals, but Entropin will be responsible for compensating
          the individuals for all reasonable expenses associated with such
          assistance.

5.   OWNERSHIP & PATENTS.

     5.1  The parties expect that Dr. Wynn's use of the Licensed
          Technologies will result in IP Rights,  Improved Product(s) and
          New Product(s) which may or may not be the subject of patent,
          copyright and other means of intellectual property right
          protections.  Any such patent, copyright and other intellectual
          property rights shall be owned solely by Entropin.

     5.2  Inventorship of inventions and other intellectual property rights
          conceived and/or reduced to practice in connection with the
          activities contemplated by this agreement shall be determined in
          accordance with the laws of the United States of America.

     5.3  Except as provided in paragraph 5.5 of this Agreement, Entropin
          shall, at its expense,  assume responsibility for the prosecution
          and maintenance of patent rights arising from the activities set
          forth in paragraph 4.3 of this agreement.  Within six (6) months
          after the first filing of a patent application or provisional

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          patent application, Entropin shall provide Dr. Wynn with a
          country list where applications for such patent rights will be
          filed by Entropin.  If Dr. Wynn wishes to file in additional
          countries, he may do so at his own cost and expense, and for his
          own benefit.  Patent rights filed by Dr. Wynn in such additional
          countries shall be owned by Dr. Wynn.  Entropin shall not be
          under any obligation to prosecute such patent rights in such
          additional countries.  If, at the request of Dr. Wynn,  Entropin
          retains prosecution of such patent rights, its internal and
          external costs shall be reimbursed by Dr. Wynn within thirty (30)
          days after receipt by Dr. Wynn of the billing for such costs.

     5.4  Entropin shall promptly provide Dr. Wynn with serial numbers,
          dates and copies of all New Product(s) and Improved Product(s)
          patent applications and issued patents.  Entropin shall provide
          Dr. Wynn with copies of all documents relating to New Product(s)
          and Improved Product(s) intended to be filed with a patent office
          at least twenty five (25) days before such filings for review and
          comment by Dr. Wynn.

     5.5  In the event that Entropin anticipates the possibility of any
          extraordinary expenditures arising from the preparation, filing,
          prosecution, licensing or defense of any of such patent rights,
          Entropin shall provide Dr. Wynn with related information and
          shall discuss with Dr. Wynn and agree upon a mutually acceptable
          course of action, including sharing of costs, prior to incurring
          any such expenditures.  Examples of such extraordinary
          expenditures shall include but not be limited to expenses related
          to interference or opposition proceedings, settlement of
          inventorship disputes, litigation involving any of the patent
          rights and disputes related to the rights of research sponsors.

     5.6  Notwithstanding any other provision of this Agreement, Entropin
          shall not abandon any New Product(s) and Improved Product(s) 
          patent rights or disclaim any issued claim within the patent
          rights without sixty (60) days prior written notice to Dr. Wynn. 
          Within sixty (60) days of receipt of notice of proposed
          abandonment, Dr. Wynn must, in writing, either (1) concur in the
          abandonment or (2) elect to assume responsibility for the
          prosecution and maintenance of some of or all of the patent
          rights which Entropin proposes to abandon.  Dr. Wynn's failure to
          respond to such notice shall be interpreted as an approval for
          abandonment.  Dr. Wynn shall assume responsibility for the
          prosecution and maintenance of the patent rights he elects to
          assume under (2) above at his own cost and for his own benefit. 
          Entropin shall assign to Dr. Wynn all of its right, title and
          interest in such patent rights free and clear of all liens,
          encumbrances and other charges. If Entropin does not undertake in
          good faith to commence the commercialization of any New
          Product(s) and Improved Product(s) within one year after
          receiving a patent and all required FDA and other regulatory
          approval,  pursued in a diligent manner, necessary to sell such
          product,  it shall, subject to paragraph 5.7, be deemed to have
          abandoned any such product provided, however; abandonment shall
          not be deemed where the

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          failure to commence commercialization is due to a consequence of
          unavoidable and/or reasonably unforeseeable circumstances.

     5.7  Entropin shall not be deemed to have abandoned the New Product(s)
          or Improved Product(s) if it decides in good faith not to market
          it.  When Entropin makes such decision, it will promptly notify
          Dr. Wynn and provide to him the basis for its decision.

          (a)  Upon notice to Dr. Wynn of such decision, Dr. Wynn shall
               within sixty (60) days submit in writing to Entropin his
               cost in researching and developing that product.  Entropin
               shall reimburse Dr. Wynn for that cost and a surcharge of
               twenty-five percent (25%).  If Entropin disputes part of the
               cost, then the parties will arbitrate the dispute.

          (b)  If Entropin decides in good faith not to market the New
               Product(s) or Improved Product(s), Entropin agrees not to
               independently obtain patent protection for a product with
               substantial structural identity (excluding Esterom) or to
               design around the Improved Product(s) or New Product(s),
               whether in Entropin's name or from third parties.

6.   ROYALTIES FOR IMPROVED PRODUCT(S), NEW PRODUCT(S), AND UNRELATED
PRODUCT(S).

     6.1  Entropin shall pay to Dr. Wynn 2% of Net Sales (defined in
          paragraph  6.4 of this agreement) of Improved Product(s), where
          but for the license such Net Sales would infringe valid claims of
          patents contained in the IP Rights, until the last to expire of
          such patent rights.

          The obligation to make payments to Dr. Wynn will be imposed only
          once with respect to the same unit of product sold regardless of
          the number of valid patent claims covering the Improved
          Product(s).

     6.2  Entropin and Dr. Wynn shall negotiate in good faith the royalties
          on Net Sales of New Product(s) on a product by product basis. 
          The obligation to make royalty payments to Dr. Wynn will be
          imposed only once with respect to the same unit of product sold
          regardless of the number of valid patent claims covering the New
          Product(s).  In the event that the parties have been unable to
          agree on such royalty rates by the date of the first commercial
          sale of a New Product(s) each party shall submit its proposed
          royalty arrangements for such New Product(s) to arbitration
          before a single arbitrator with experience of the pharmaceutical
          products market. If the parties cannot agree on an acceptable
          arbitrator, the dispute will be heard by a panel of three
          arbitrators with experience in the pharmaceutical products
          market, one appointed by each of the parties and the third
          appointed by the other two arbitrators. The arbitration shall be
          administered by the Los Angeles, California office of the
          American Arbitration Association in accordance with the then
          current Commercial Arbitration Rules of the American Arbitration
          Association.  Such arbitration

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          proceedings shall be conducted in Los Angeles, California or such
          other location as the parties may agree.  The arbitrator(s) shall
          be directed and shall have the right to determine which of the
          two proposals more accurately reflects the then current market
          value of the product and shall establish a fair and equitable
          royalty rate.  Such determination shall be conclusive and binding
          upon both parties.  It shall also be the responsibility of the
          arbitrator to direct an equitable settlement of any disputes
          between the parties concerning the language and content of a
          definitive agreement for the implementation of the arbitrator's
          determination.  A judgment ordering the implementation of the
          arbitrator's determination(s) may be entered in any court of
          competent jurisdiction.  The parties acknowledge and agree that
          any arbitration award may be enforced against either or both of
          them in a court of competent jurisdiction.  The arbitrator's
          award as to the payment of the costs of arbitration shall be
          binding upon the parties.

     6.3  In the event Dr. Wynn's use of the Licensed Technologies gives
          rise to Unrelated Product(s), Dr. Wynn shall give Entropin the
          first right of refusal to each such Unrelated Product(s). 
          Whenever Dr. Wynn receives a bona fide offer to purchase or
          license the IP Rights to an Unrelated Product(s), he shall
          provide Entropin with a copy of the terms and conditions of such
          offer.  Entropin shall then have sixty (60) days to notify Dr.
          Wynn that it will exercise its first right of refusal to purchase
          or license such Unrelated Product(s) on the same money and
          intellectual property rights terms and conditions as the bona
          fide offer.  In the event Entropin exercises its right of first
          refusal, the parties shall close the purchase or license within
          a further thirty (30) days.  If Entropin does not do so, Dr. Wynn
          may accept the bona fide offer on the same terms and conditions
          as offered to Entropin and close on such offer within ninety (90)
          days after the expiration of Entropin's first right of refusal. 
          If Dr. Wynn does not do so, he must repeat the procedures of this
          Section with respect to each new or revised bona fide offer for
          the Unrelated Product(s).

     6.4  For the purposes of this Article the term "Net Sales" shall mean
          the gross invoice price of the New Product(s) or Improved
          Product(s) actually billed and collected by Entropin, an Entropin
          Affiliate or a licensee to unrelated third party customers less
          (i) any direct or indirect credits and allowances or adjustments
          granted to such customers, including without limitation credits
          and allowances on account of price adjustments or on account of
          rejection or return of such New Product(s) or Improved Product(s)
          previously sold, (ii) any trade and cash discounts, rebates,
          agents commissions and distribution fees, (iii) any sales,
          excise, turnover and similar taxes, (iv) all royalties paid to
          non affiliate third parties for use of its covalently coupled
          compounds, and any duties and other governmental charges imposed
          upon the production, importation, use or sale of such New
          Product(s) or Improved Product(s) or partly processed products,
          and transportation, importation, insurance and other handling
          charges not separately invoiced provided that such charges can be
          reasonably allocated to such billings

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7.   REPORTS.

     Entropin shall submit to Dr. Wynn an annual report no later than March
     1 each year starting with 1999 setting forth the status of commercial
     development and licensing activities of each of the Improved, New and
     Unrelated Product(s) for the preceding calendar year.  Each report
     shall contain a detailed accounting of royalty payments due Dr. Wynn
     under this Agreement and be accompanied by a check for the royalties
     due.  If Dr. Wynn disputes the amount of royalties owed, he shall
     advise Entropin in writing of such fact within ninety (90) days after
     receipt of payment. Failure to give such notice shall be deemed for
     all purposed as acceptance by Dr. Wynn of the royalty payment as
     accurate and complete. Dr. Wynn may, at his sole expense, audit such
     books and records of Entropin as may reasonably be necessary to
     determine whether Entropin complied with the royalty provisions of
     this Agreement. If the audit establishes that Entropin has incorrectly
     computed the royalties due, such deficiency shall be paid by Entropin
     within thirty days after a final determination of the amount of such
     deficiency together with interest on such deficiency at the rate of
     eighteen percent (18%) per annum computed from the March 1 due date.
     If the amount of the deficiency is determined to be in excess of ten
     percent (10%) of the correct amount due or more than fifty Thousand
     Dollars ($50,000.00), Entropin shall pay all costs of the audit. In 
     the event Entropin disputes the results of the audit, the parties
     agree to submit the matter to arbitration before a single arbitrator. 
     If the parties cannot agree on an acceptable arbitrator, the dispute
     will be heard by a panel of three arbitrators, one appointed by each
     of the parties and the third appointed by the other two arbitrators.
     The arbitration shall be administered by the Los Angeles, California
     office of the American Arbitration Association in accordance with the
     then current Commercial Arbitration Rules of the American Arbitration
     Association.  Such arbitration proceedings shall be conducted in Los
     Angeles, California or such other location as the parties may agree.


8.   CONFIDENTIALITY

     8.1  To the extent permitted by patent rights, information, data and
          materials exchanged under this Agreement may be used by the
          recipient for the purposes of this Agreement.  Information and
          data marked as "Confidential" shall neither be published nor
          otherwise made available to a third party by the recipient during
          the term of this Agreement or for five (5) years thereafter in
          the absence of written consent from the supplier of the
          information.  Such information is "Confidential Information" for
          the purposes of this Agreement.  The restriction on public
          disclosure shall not apply to information which:

               (a)  is in the public domain;

               (b)  comes into the public domain through no fault of the
                    recipient;

               (c)  is known to the recipient at the time of disclosure;

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               (d)  becomes known to the recipient subsequent to the
                    disclosure as a result of a non-confidential disclosure
                    by a third party with a right to disclose the
                    information.

     Given Dr. Wynn's special relationship with Entropin and his work under
     the New Products Development Agreement, his knowledge of Entropin's
     Prior Technical Knowledge, whether or not transferred to Entropin
     under the New Products Development Agreement, and of Entropin's
     affairs shall not constitute prior knowledge of Dr. Wynn for the
     purposes of this Section.  Dr. Wynn may disclose Entropin's Prior
     Technical Knowledge to his employees, consultants, and associates on
     a need to know basis and only after the employee, consultant, or
     associate has signed a confidentiality agreement on terms equivalent
     to those contained in this Article.

     8.2  The parties acknowledge and confirm that maintaining the
          confidentiality and secrecy of the Confidential Information is of
          the utmost importance to both parties and that any disclosure of
          Confidential Information may diminish the value and strength of
          the Confidential Information.  Entropin and Dr. Wynn shall each
          take all steps (using the same degree of care, but no less than
          a reasonable degree of care, as each party uses to protect
          his/its own confidential information) that are reasonably
          necessary to protect the secrecy of the Confidential Information
          and prevent them from entering the public domain or falling into
          the hands of others not bound by this Agreement or pledged to
          their secrecy.

     8.3  Each party may use or disclose the other party's Confidential
          Information to the extent such use or disclosure is reasonably
          necessary in complying with applicable law, legal process or
          governmental regulations, or exercising its rights under this
          Agreement, provided that if a party is required to make any such
          disclosure of the other party's Confidential Information, other
          than pursuant to a confidentiality agreement, it will give
          reasonable advance notice to the other party of such disclosure
          and, will use its best efforts to secure confidential treatment
          of the Confidential Information prior to its disclosure (whether
          through protective orders or otherwise).

     8.4  Notwithstanding the foregoing, the parties may use and disclose
          a summary of the Confidential Information received from the other
          in connection with (1) applying for and securing necessary
          governmental authorizations for the import, manufacture and
          marketing of Improved Product(s), New Product(s), and Unrelated
          Product(s) (2) discussions with prospective investors, and (3)
          discussions with prospective sublicensees, partners, joint
          venturers, contract manufacturers and other collaborators with
          respect to the development, manufacture, distribution, promotion,
          sale and marketing of the Improved Product(s), New Product(s),
          and Unrelated Product(s). The party making the disclosure shall,
          prior to doing so, provide the other party with a copy of the
          summary and the name of the party to whom the disclosure is being
          made.


                                   12

<PAGE>

     8.5  Dr. Wynn shall not publish the results of his work carried out
          under this Agreement without the prior written consent of
          Entropin which consent will not be unreasonably withheld.  Dr.
          Wynn shall provide Entropin with the opportunity to review all
          proposed Publications at least sixty (60) days prior to
          submission for publication or presentation to assure the absence
          of Confidential Information, and to review for the effect of
          publication on the patentability of inventions arising out of
          such work.  At Entropin's request, Dr. Wynn shall delay proposed
          Publications  to permit Entropin to take adequate steps to file
          patent applications for any patentable subject matter referred to
          in the proposed Publications.  Further Dr. Wynn shall cause any
          such Publications containing Confidential Information relating to
          the IP Rights to be re-written to avoid disclosure of such
          Confidential Information.

     8.6  Due to the risky nature of investing in research and development
          of an as yet unapproved pharmaceutical product with only a non-
          exclusive license, Dr. Wynn may seek capital for outside sources
          to continue his research and development activities.  In doing
          so, Dr. Wynn may form by himself or with DMR joint ventures,
          limited partnerships, or other financing structures.  Dr. Wynn
          may do so, provided that any such financing partners execute
          appropriate agreements to maintain secrecy as required in Section
          8.1 above.

9.   WARRANTIES.

     9.1  Entropin represents and warrants that:

          (a)  It is a corporation duly organized, validly existing and in
               good standing under the laws of the state in which it is
               incorporated and has all the necessary corporate powers to
               own its properties, and carry on its business as now owned
               and operated.

          (b)  The execution and delivery of this Agreement by Entropin has
               been duly authorized, and no further corporate action or
               authorization is necessary in connection therewith.

          (c)  The consummation of the transactions contemplated herein
               will not result in or constitute any of the following: a
               breach of any term or condition of this Agreement; a default
               or an event that, with notice or lapse of time or both,
               would constitute a default, breach or violation of the
               Articles of Incorporation or Bylaws of Entropin or any
               license, promissory note or other agreement, instrument or
               arrangement by which Entropin is bound; or an event that
               would permit any party to terminate or to accelerate the
               maturity of any obligation of Entropin.

          (d)  THE PARTIES ACCEPT THE FOREGOING WARRANTIES IN LIEU OF ALL
               OTHER WARRANTIES NOT EXPRESSLY SET FORTH IN THIS

                                   13

<PAGE>

               ARTICLE, AND DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS
               OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
               WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
               PURPOSE.  NEITHER PARTY WARRANTS THAT THE RESEARCH AND
               DEVELOPMENT ACTIVITIES CONTEMPLATED HEREUNDER WILL MEET THE
               OTHER PARTY'S REQUIREMENTS FOR COMMERCIAL VIABILITY OR THE
               REQUIREMENTS OF THEIR CUSTOMER'S OR LICENSEE'S, AS
               APPROPRIATE, OR THOSE OF VARIOUS REGULATORY ENTITIES
               INCLUDING BUT NOT LIMITED TO THE FDA.  FURTHERMORE, NEITHER
               PARTY WARRANTS NOR MAKES ANY REPRESENTATIONS AS TO
               PHARMACEUTICALS DEVELOPED OR WHICH ARE OTHERWISE THE SUBJECT
               OF THE RESEARCH AND DEVELOPMENT EFFORTS UNDER THIS AGREEMENT
               IN TERMS OF MEDICAL EFFICACY, RISK FACTORS, AND THE LIKE. 
               NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PARTY OR
               A PARTY'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY
               OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES CONTAINED
               IN THIS ARTICLE.

     9.2  Entropin represents and warrants that it is to the best of its
          knowledge the owner of all right, title and interest in and to
          the Licensed Technologies, including but not limited to all
          copyright, patent and other intellectual property rights in and
          to the Licensed Product(s), as well as all powers and privileges
          relating thereto.

     9.3  Dr. Wynn represents and warrants that to the best of his
          knowledge and belief all inventions, discoveries and improvements
          conceived or made under the New Products Development Agreement
          have been disclosed and, if requested, assigned to Entropin as
          required by the terms of the New Products Development Agreement. 
          In addition, Dr. Wynn represent and warrants that if it is
          determined that any inventions, discoveries or improvements made
          or conceived under the New Products Development Agreement have
          not been assigned to Entropin, he will use his best efforts and
          cooperate in all respects to cause such inventions, discoveries
          and improvements to be assigned to Entropin. Dr. Wynn further
          warrants and represents that his work under this Agreement does
          not and will not violate the policies of any institution with
          which he is or may become associated during the term of this
          Agreement, including, but not limited to, policies regarding the
          administration of grants and funded research.

10.  LIMITATION OF WARRANTIES.

     Dr. Wynn shall provide Entropin with access to his Technical
     Information, developed pursuant to this Agreement, but Dr. Wynn does
     not assume any responsibility for processes practiced or New
     Product(s), Improved Product(s), or Unrelated Product(s) manufactured
     in accordance with such Technical Information.  Dr. Wynn shall not be

                                   14

<PAGE>

     deemed to make, or to have made, any warranties concerning such
     Technical Information, processes practiced, or New Product(s),
     Improved Product(s), or Unrelated Product(s) manufactured under this
     Agreement, except as expressly stated in this Agreement.

11.  TERM OF AGREEMENT.

     11.1 This Agreement is effective as of January 1, 1998 and unless
          terminated sooner will continue in force until  December 31,
          2003.

     11.2 Either party may terminate this Agreement in the event the other
          party shall have materially breached or defaulted in the
          performance of any of its obligations hereunder, and such default
          shall have continued for forty-five (45) days after the written
          notice thereof was provided to the breaching party by the non-
          breaching party specifying the particulars of the breach.  Any
          termination shall become effective at the end of such forty-five
          (45) day period unless the breaching party (or any other party on
          its behalf) has cured any such breach or default prior to the
          expiration of the forty-five (45) day period.

     11.3 Entropin may terminate this Agreement on notice to Dr. Wynn in
          the event that Dr. Wynn terminates his active participation in
          the scientific affairs of DMR or of any other corporation to
          which he assigns his rights under this Agreement, and/or ceases
          to direct and supervise DMR's or such other corporation's work
          under this Agreement.

     11.4 If voluntary or involuntary proceedings by or against a party are
          instituted in bankruptcy under any insolvency law, or a receiver
          or custodian is appointed by such party, or proceedings are
          instituted by or against such party for corporate reorganization
          or the dissolution of such party, which proceedings, if
          involuntary, shall not have been dismissed within sixty (60) days
          after the date of filing, or if such party makes an assignment
          for the benefit of creditors, or substantially all of the assets
          of such party are seized or attached and not released within
          sixty (60) days thereafter, the other party may immediately
          terminate this Agreement effective upon notice of such
          termination.

     11.5 Termination of this Agreement for any reason shall not release
          either party from any liability which, at the time of such
          termination, has already accrued to the other party or which is
          attributable to a period prior to such termination nor preclude
          either party from pursuing any rights and remedies it may have
          hereunder or at law or in equity with respect to any breach of
          this Agreement.

     11.6 Upon any termination of this Agreement, each party shall promptly
          return to the other party all Confidential Information received
          from the other party (except each party may retain one copy
          solely for archival purposes and verifying compliance with the
          provisions of Article 7 above).

                                   15

<PAGE>

     11.7 Articles 6, 7, 8, 9 and 12 of this Agreement shall survive the
          expiration or termination of this Agreement for any reason.

12.  ARBITRATION.

     12.1 The parties shall submit all disputes relating to this Agreement
          to binding arbitration by the American Arbitration Association. 
          Either party may enforce the award of the arbitrators.  The
          parties understand that they are waiving their rights to jury
          trail.

     12.2 The party demanding arbitration shall submit a written claim to
          the other party, setting out the basis of the claim.  The
          responding party shall have ten (10) business days in which to
          respond to such demand in a written answer.

     12.3 Any controversy or claim arising out of or relating to this
          Agreement, or breach thereof, shall be settled by arbitration
          administered by the American Arbitration Association under its
          Commercial Arbitration Rules, and judgment on the award rendered
          by the arbitrators may be entered in any court having
          jurisdiction thereof.  Three arbitrators will be appointed, each
          with a familiarity with pharmaceutical manufacturing and/or
          pharmaceutical research and development.  Arbitrations will be
          held at the offices of the American Arbitration Association in
          Los Angeles, California unless the parties agree otherwise.

     12.4 The provisions of this Article do not apply to the arbitration
          provisions of paragraphs 6.2, 7, and 13.4 of this Agreement.

13.  OPTION TO PURCHASE.

     Dr. James W. Wynn and his assignee, DMR, do hereby grant to Entropin
     three options to acquire DMR on the following terms and conditions:


     13.1 The options to acquire DMR granted to Entropin under this
          Agreement can be exercised by Entropin on the second, fourth, and
          sixth anniversary date of this Agreement.

     13.2 Entropin shall exercise its right to each option by giving
          written notice to DMR of its election not less than thirty
          (30) days prior to the applicable option date. Notice shall
          be sent to DMR at ____________________, with a copy to Dr.
          James E. Wynn at _____________________________.  Included in
          the notice to exercise the option will be Entropin's
          proposed acquisition price.

     13.3 When the second anniversary date is reached, Entropin shall be
          entitled to acquire all of DMR including the royalties rights
          owed by Entropin to DMR as set forth in Section 6 (DMR having
          complied with Section 4.3) of the License Agreement.  If Entropin
          does not acquire DMR on the second anniversary, then

                                   16

<PAGE>

          DMR will be free to assign, transfer, and convey those rights out
          to individuals or entities.  When the fourth anniversary date is
          reached, only those royalty rights developed between the second
          and fourth anniversaries are subject to acquisition by Entropin. 
          If it fails to acquire those royalty rights, then DMR will be
          free to assign, transfer, and convey those rights out to
          individuals or entities.  On the sixth anniversary, Entropin
          shall be entitled to acquire DMR and only those royalty rights
          developed between the fourth and the sixth anniversary.

     13.4 Entropin and DMR shall negotiate in good faith on the acquisition
          price of DMR upon exercise of the option.  In the event the
          parties have been unable to agree on the acquisition price within
          thirty (30) days of the exercise of the option by Entropin, each
          party shall submit its proposed acquisition price to arbitration
          before a single arbitrator with experience in determining the
          value of a pharmaceutical company of the nature of DMR. If the
          parties cannot agree on an acceptable arbitrator, the dispute
          will be heard by a panel of three arbitrators with experience in
          determining the value of a pharmaceutical company of the nature
          of DMR, one appointed by each of the parties and the third
          appointed by the other two arbitrators.  The arbitration shall be
          administered by the Las Vegas,  Nevada office of the American
          Arbitration Association in accordance with the then current
          Commercial Arbitration Rules of the American Arbitration
          Association.  Such arbitration proceedings shall be conducted in
          Las Vegas, Nevada or such other location as the parties may
          agree.  The arbitrator(s) shall be directed and shall have the
          right to determine the then current fair market value of DMR. In
          arriving at a fair market value the arbitrators shall consider,
          among other things, the value of the royalty stream owned by DMR
          and the costs and expenses which would be imposed on Entropin to
          honor all stock options and other benefits granted to employees
          of DMR by DMR prior to the exercise by Entropin of its option
          granted under this Agreement. Such determination shall be
          conclusive and binding upon both parties.  It shall also be the
          responsibility of the arbitrator(s) to direct an equitable
          settlement of any disputes between the parties concerning the
          language and content of a definitive agreement for the
          implementation of the arbitrator's determination.  A judgment
          ordering the implementation of the arbitrator's determination(s)
          may be entered in any court of competent jurisdiction.  The
          parties acknowledge and agree that any arbitration award may be
          enforced against either or both of them in a court of competent
          jurisdiction.  The arbitrator's award as to the payment of the
          costs of arbitration shall be binding on the parties.


     13.5 Entropin shall assume any employee stock options  granted to
          employees of DMR prior to the date Entropin exercises its option
          granted by this Agreement.  An agreement will be reached with the
          individual employee stock option holders to either cash out their
          stock options or exchange their stock options in DMR for stock
          options in Entropin.

                                   17

<PAGE>

14.  NOTICES.

     Any notice, report or statement required or permitted under this
     Agreement will be considered to be given or transmitted when sent by
     certified mail, postage prepaid, addressed to the party for whom it is
     intended at its address of record; by facsimile, which notice will be
     effective on computer confirmation of receipt; or by courier or
     messenger service, which notice will be effective on receipt by
     recipient as indicated on the carrier's receipt.  The record addresses
     of the parties are as follows:

          Entropin: Entropin, Inc.
                    45-926 Oasis Street
                    Indio, California 92201
                    Fax #: (760) 347 5572
                    Attn:_______________

          Dr. Wynn: Dr. James E. Wynn
                    __________________
                    ___________________
                    ___________________

15.  AMENDMENTS, ASSIGNABILITY, AND COUNTERPARTS.

     15.1 This Agreement may be supplemented, amended, or modified only by
          the parties' mutual agreement.  No supplement, amendment, or
          modification of this Agreement will be binding unless it is in
          writing and signed by both parties.

     15.2 Neither party shall, without the prior written consent of the
          other party, sell, transfer, assign, delegate, or subcontract any
          rights or obligations under this Agreement without the prior
          written consent of the other party, which consent shall not be
          unreasonably withheld.  Any such transferee, assignee, delegate,
          or subcontractor shall agree in writing to the same
          confidentiality obligations no less stringent than those imposed
          in this Agreement.  Notwithstanding any such sale, transfer,
          assignment, delegation or subcontract, the acting party shall not
          be relieved of its duties and obligations set forth under this
          Agreement.

     15.3 Notwithstanding the provisions of Section 15.2 above, the parties
          recognize that Dr. Wynn intends to organized DMR for the purpose
          of acquiring and developing his rights under this Agreement.  Dr.
          Wynn may assign his rights under this Agreement to DMR or another
          corporation provided that he continues actively supervise all of
          the research and development of DMR as its Chief Scientific
          Officer. The parties recognize that Dr. Wynn is a full time
          employee of MUSC and that he will be required by MUSC to comply
          with the work regulations of MUSC. Notwithstanding his employee
          status at MUSC, Dr. Wynn shall, in his capacity as Chief
          Scientific Officer of DMR, supervise the testing, experi-

                                   18

<PAGE>

          mentation, research and development work under this Agreement and
          he shall remain responsible for the discharge of his obligations
          under this Agreement.

     15.4 Entropin recognizes that Dr. Wynn may subcontract with
          universities, laboratories, and scientists in building upon the
          Licensed Technologies to research and develop Improved
          Product(s).  Each organization and person that Dr. Wynn contracts
          with for the research shall be required to execute an agreement
          to maintain the confidentiality and restrictions on use set forth
          in this Agreement.  Dr. Wynn shall obtain Entropin's prior
          written consent to the terms of any such subcontract that does
          not permit  Entropin to own the exclusive rights to resulting IP
          Rights.

     15.5 This Agreement shall became effective and binding upon the
          parties when executed by both parties.  This Agreement may be
          executed in two counterparts, both of which for all purposes
          shall constitute one agreement effective upon the latest date of
          signatures of the counterparts, and shall be binding on the
          parties notwithstanding that both parties have not signed the
          same counterparts.

16.  INDEPENDENT CONTRACTOR

     It is expressly understood that the parties are contractors
     independent of one another, and that neither has the authority to bind
     the other to any third person or otherwise act in any way as the
     representative of the other, unless the other has expressly delegated
     such authority in a writing signed by both parties.

17.  CONSTRUCTION.

     Unless the context clearly requires otherwise, (i) the plural and
     singular numbers are each deemed to include the other; (ii) the
     masculine, feminine, and neuter genders are each deemed to include the
     others; (iii) "shall", "will", and "agrees" are mandatory, and "may"
     is permissive; (iv) "includes" and "including" are not limiting.  All
     time requirements shall be strictly construed as time is "of the
     essence".

18.  EXHIBITS

     The following exhibits constitute a part of this Agreement and are
     incorporated into this Agreement by this reference:

     Exhibit A:     List of documents comprising Entropin's Prior Technical
                    Knowledge

     Exhibit B:     Consent to representation of Dr. Wynn by Wendy Rieder

     If any inconsistency exists or arises between a provision of this
     Agreement and a provision of any exhibit, the provision of this
     Agreement will prevail.

                                   19

<PAGE>

19.  NO WAIVER.

     No waiver of a breach, failure of any condition, or any right or
     remedy contained in or granted by this Agreement will be effective
     unless it is in writing and signed by the party waiving the breach,
     failure, right, or remedy.  No waiver of any breach, failure, right,
     or remedy, whether or not similar, nor will any written constitute a
     continuing waiver unless the writing so specifies.

20.  HEADINGS

     The headings of the Articles in this Agreement are included for
     convenience only and will effect neither the construction nor
     interpretation of any provision in this Agreement nor any of the
     rights or obligations of the parties to this Agreement.  However, the
     recitals to this Agreement are a part of this Agreement and reflect
     the intentions of the parties.

21.  GOVERNING LAW.

     This Agreement, and any dispute arising from the relationship between
     the parties will be governed and determined under California law,
     excluding its conflicts of law rules.

22.  ATTORNEY FEES.

     In any arbitration, litigation or other proceeding by which one party
     either seeks to enforce its rights under this Agreement (whether in
     contract, tort, or both) or seeks a declaration of any rights or
     obligations under this Agreement, the prevailing party shall be
     awarded reasonable attorneys fees, together with costs and expenses,
     to resolve the dispute and to enforce the final judgment.

23.  SEVERABILITY

     Any provision of this Agreement that in any way contravenes any
     applicable law, to the extent the law is contravened, shall be
     considered separable and inapplicable and will not affect any other
     provision or provisions of this Agreement unless an essential purpose
     of this Agreement would be defeated by the loss of the illegal,
     unenforceable, or invalid provision.

24.  BINDING EFFECT.

     This Agreement will enure to the benefit of the successors and assigns
     of the parties.



                                   20

<PAGE>

IN WITNESS WHEREOF , Dr. Wynn has and Entropin has caused its duly
authorized
officer to execute this Agreement on the respective dates set forth below.



ENTROPIN, INC.



By: /s/HIGGINS D. BAILEY           /s/ JAMES E. WYNN
   ---------------------------     ---------------------------
                                        DR. JAMES E. WYNN
Name:
      ------------------------
Title: President & CEO             Date: 2/1/98
       -----------------------          ----------------------
Date: 1-24-98
       -----------------------









                                   21

<PAGE>

                                AGREEMENT
                                Exhibit A


List of documents incorporated in the Entropin Prior Technical Knowledge:









                                   22

<PAGE>

                                AGREEMENT
                                Exhibit B

Consent to Representation by Wendy Rieder:

The undersigned on behalf of Entropin, Inc. ("Entropin"), to the
representation of Dr. James E. Wynn ("Dr. Wynn") by Wendy Rieder, Esq.. 
Prior to August, 1995, Ms. Rieder represented Entropin in matters related
to intellectual property while employed by the law firm of Fish and Neave. 
Ms. Rieder now intends to represent Dr. Wynn in connection with matters
relating to the business and operations of Dr. Wynn, including (but not
necessarily limited to) contractual arrangements with Entropin and other
parties, and licensing and intellectual property on behalf of Dr. Wynn. 
although no conflict of interest is likely to arise and Ms. Rieder's
representation of Dr. Wynn is not in the same or a substantially related
matter which is likely to be materially adverse to the interests of
Entropin, this consent is being sought to ensure that Entropin has been
informed of and agrees to Ms. Rieder's representation of Dr. Wynn.

ENTROPIN, INC.

                                   The undersigned Wendy Rieder represents
                                   and warrants that the above statements
                                   are true and correct.

By:______________________________

Name:____________________________  _____________________________________
                                      Wendy Rieder, Esq.
Title:___________________________









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