Exhibit 10.8

                                EXCLUSIVE LICENSE

      This License Agreement (the "License Agreement") is made the 4th day of
April, 2003 between Vincent C. Giampapa, an individual with an address at c/o
Plastic Surgery Center, 89 Valley Road, Montclair, New Jersey 07042, New Jersey
("Giampapa") and Kronogen Sciences Inc. a corporation of the state of Delaware
having a place of business at 750 Lexington Avenue, 20th Floor, New York, New
York 10022 (hereinafter "KRONOGEN SCIENCES").

                                    RECITALS:

      KRONOGEN SCIENCES is in the anti-aging/age management business (the
"Business") and is developing products and programs in connection therewith; and

      Giampapa is the owner of certain patents and processes some of which
relate to the Business; and

      Giampapa has transferred to KRONOGEN SCIENCES all of his intellectual
property related to the Business under or in connection with an Asset Transfer
Agreement dated as of April __, 2003 by and among, KRONOGEN SCIENCES, Giampapa
and The Giampapa Institute For Anti-Aging Medical Therapy ("Transfer
Agreement"), except that patents related to the Business shall be subject to the
terms hereof; and

      KRONOGEN SCIENCES desires to license from Giampapa, and Giampapa desires
to license to KRONOGEN SCIENCES, Giampapa's patents related to the Business
under the terms and conditions of this License Agreement.

      In consideration of the mutual covenants, representations, warranties, and
promises of the parties hereto, the receipt and legal sufficiency of which is
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto represent, warrant, covenant and agree as follows:

1.    Incorporation of Recitals. The above recitals are incorporated herein as
      if fully set forth below.

2.    License Grant. Giampapa grants to KRONOGEN SCIENCES under the Licensed
      Patents (defined below), and for the life of the Licensed Patents, an
      exclusive, irrevocable, worldwide, transferable license, with the right to
      sublicense, to practice the methods and to make, have made, use, offer to
      sell, sell, import, export, and sell for export in connection with
      KRONOGEN SCIENCES' business the inventions described or claimed in the
      Licensed Patents.

      (a)   "Licensed Patents" means all patents, reissues of and reexamined
            patents, and patent applications, whenever filed and wherever
            issued, including without limitation, continuations,
            continuations-in-part, substitutes, and divisions of such
            applications and all priority rights resulting from such
            applications, owned by Giampapa or for which Giampapa has the right
            to grant licenses of the scope of the licensed granted in this
            License Agreement that are related to the Business, including
            without limitation, the patents identified in Schedule 2(a).
            Licensed Patents also includes without limitation, any discovery,
            idea, design, or invention that (a) the unlicensed making, having
            made, use, offering to sell, selling, importing, exporting, or
            selling for export of which would infringe one or more of the
            Licensed Patents; (b) performs the same function as a product or
            service that is subject to any of the Licensed Patents; (c) is
            useful or necessary to KRONOGEN SCIENCES' exercise of its rights
            under this License Agreement; or (d) uses, incorporates, is derived
            from, or is based on the inventions described or claimed in the
            Licensed Patents or that could not be conceived, developed, or
            reduced to practice but for the use of the inventions described or
            claimed in the Licensed Patents.

<PAGE>

3.    Royalties.

      (a)   Certain Definitions.

            (i)   "Net Sales Price" means the amount actually received by
                  KRONOGEN SCIENCES for the sale of any Units, less (i) any
                  amounts received for freight or taxes, (ii) unreimbursed
                  delivery or shipping costs, (iii) amounts paid for
                  commissions, (iv) refunds for returns and rejections and (v)
                  any cash and trade discounts and other credits and allowances.

            (ii)  "Units" means products manufactured by or on behalf of
                  KRONOGEN SCIENCES which include as a component thereof
                  anything fabricated using the Licensed Patents, in such
                  minimum quantities as are packaged and sold at retail.

      (b)   Royalties on Sales. KRONOGEN SCIENCES will pay to Giampapa royalties
            as follows:

            (i)   KRONOGEN SCIENCES shall pay Giampapa a royalty of 6% of the
                  Net Sales Price of Units sold by KRONOGEN SCIENCES that are
                  developed by Giampapa for KRONOGEN SCIENCES ("Royalties").

            (ii)  Royalties shall be due and payable to Giampapa based on each
                  Unit actually sold by KRONOGEN SCIENCES, less any returns and
                  allowances. No Royalty will be due and payable on any Units
                  shipped as promotional product where KRONOGEN SCIENCES does
                  not receive any payment; KRONOGEN SCIENCES will endeavor to
                  use good business judgment in regard to these Units, it being
                  acknowledged that the parties' intention in connection
                  therewith is to generate additional sales of Units and/or
                  goodwill.

            (iii) Royalties due and payable hereunder shall be paid on a
                  quarterly basis within 45 days after the close of each
                  calendar quarter and, shall be accompanied by a written
                  statement setting forth sales information in respect of Units
                  sold during such quarter.

            (iv)  Giampapa or his authorized certified public accountant shall
                  have the right to examine the books, accounts and records of
                  KRONOGEN SCIENCES, from time to time up to two times per year,
                  at mutually agreed upon times and dates, to ensure that the
                  Royalty statements are complete, current and accurate in all
                  material respects and that any Royalties due hereunder have
                  been paid to Giampapa as required by this License Agreement.

4.    Obligations, Agreements and Acknowledgements of Giampapa. Giampapa
      covenants and agrees:

      (a)   Giampapa shall have no obligation or responsibility under this
            License Agreement for the conduct of KRONOGEN SCIENCES' business,
            except as expressly set forth in this License Agreement, it being
            acknowledged that Giampapa has other obligations in respect of
            KRONOGEN SCIENCES pursuant to the Transfer Agreement and the other
            agreements referred to therein and contemplated thereby;

      (b)   to permit KRONOGEN SCIENCES to use his photograph or likeness in
            marketing the Units;

      (c)   to provide KRONOGEN SCIENCES with Patent Numbers, where applicable,
            on all products licensed to KRONOGEN SCIENCES;

      (d)   to fully disclose to KRONOGEN SCIENCES, and to otherwise hold in
            strict confidence, any discovery, idea, design, invention, work of
            authorship, or trademark, service mark, trade name, trade dress, or
            other indicia of origin, related to the Business, whether or not
            patentable and whether or not completed or reduced to practice, that
            is conceived, developed or made by Giampapa, alone or jointly with
            others during the term of this License Agreement, and any component
            of any such thing (collectively "Work Product");

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<PAGE>


      (e)   for the one year period following the disclosure in accordance with
            Section 4(d) of Work Product related to the Licensed Patents (the
            "Exclusive Period"), to grant rights to such Work Product equal to
            the rights granted for Licensed Patents by this License Agreement to
            KRONOGEN SCIENCES on such terms as the parties may mutually agree
            and, for the one year period commencing immediately upon expiration
            of the Exclusive Period, grant to KRONOGEN SCIENCES a right of first
            refusal to acquire rights in such Work Product on terms no less
            favorable than is offered to Giampapa by a bona fide third party;

      (f)   to not assert against KRONOGEN SCIENCES, or its vendees, mediate or
            immediate, any claims for infringement of any patent based on the
            manufacture, use, sale, offer for sale, or import of any apparatus
            made or sold by KRONOGEN SCIENCES under the license granted in this
            License Agreement;

      (g)   KRONOGEN SCIENCES shall have the right to sell any Units under
            whatever trademarks, trade names, trade dress, service marks and the
            like it shall deem appropriate or advisable, and all trademarks,
            trade names, trade dress, service marks and the like under which
            Units are sold shall remain the sole and exclusive property of
            KRONOGEN SCIENCES;

      (h)   KRONOGEN SCIENCES, if it so elects, may apply for patents,
            copyrights and/or trademarks relating to the Units, at its sole cost
            and expense; and

      (i)   to use Giampapa's best efforts to maintain the strict
            confidentiality of all information relating to KRONOGEN SCIENCES'
            businesses and affairs not otherwise available to the general
            public, including, but not limited to, KRONOGEN SCIENCES'
            development, manufacture and sale of any of the Units and to refrain
            from disclosing the same to any person, without the prior written
            consent to KRONOGEN SCIENCES, except as may be required by law,
            government regulation or pursuant to governmental process; provided
            that, prior to any such disclosure, Giampapa shall provide KRONOGEN
            SCIENCES with reasonable notice thereof, as well as reasonable
            opportunity to take appropriate steps to preserve the
            confidentiality of such information.

5.    Right to Terminate

      (a)   Giampapa shall have the right to terminate his obligations under
            this License Agreement and this license, by written notice to
            KRONOGEN SCIENCES, upon the occurrence of any one of the following
            events:

            (i)   the breach of any material term, covenant, condition,
                  representation or warranty hereof by KRONOGEN SCIENCES that
                  has not been corrected within sixty (60) days after written
                  notice thereof has been provided by Giampapa to KRONOGEN
                  SCIENCES; provided, however, if the breach is not curable
                  within such sixty (60) day period, this license shall not
                  terminate hereunder if, during such period, KRONOGEN SCIENCES
                  commences (and thereafter takes reasonable steps to endeavor)
                  to cure such breach.

            (ii)  a voluntary petition is commenced by KRONOGEN SCIENCES under
                  the Bankruptcy Code, as amended, 11 U.S.C. ss. 101 et seq, or
                  any other law for the relief of debtors or protection of
                  creditors; KRONOGEN SCIENCES has an involuntary petition
                  commenced against it under such law and such petition is not
                  dismissed within 120 days after filing; KRONOGEN SCIENCES
                  becomes insolvent; or any substantial part of KRONOGEN
                  SCIENCES' property becomes subject to any levy, seizure,
                  assignment, application, or sale for or by any creditor or
                  governmental agency; or liquidates or otherwise discontinues
                  all or a significant part of its business operations.


                                  Page 3 of 8
<PAGE>


      (b)   KRONOGEN SCIENCES can terminate this License Agreement upon thirty
            (30) days written notice to Giampapa.

      (c)   Unless earlier terminated, this License Agreement shall terminate
            upon expiration of the last-expiring Licensed Patent (including any
            patents that may be granted on any patent applications included in
            the Licensed Patents).

      (d)   In the event of termination of this License Agreement, KRONOGEN
            SCIENCES may manufacture into finished goods any raw materials,
            including raw materials on order from its supplier, and to sell its
            inventory of Units but will otherwise immediately cease utilizing
            the rights granted under Section 2 of this License Agreement and
            shall otherwise immediately cease selling and offering for sale, any
            Units.

6.    KRONOGEN SCIENCES Representations and Warranties. KRONOGEN SCIENCES hereby
      represents and warrants to Giampapa as follows:

      (a)   that it is duly organized and validly existing under the laws of the
            jurisdiction in which it was formed and has all power and all
            material governmental licenses, authorizations, permits, consents,
            and approvals required to carry on its business as now conducted;

      (b)   that the execution, delivery, and performance by KRONOGEN SCIENCES
            of this License Agreement are within its powers and have been duly
            authorized by all necessary action by KRONOGEN SCIENCES and that
            this License Agreement constitutes a valid and binding agreement of
            KRONOGEN SCIENCES enforceable against KRONOGEN SCIENCES in
            accordance with its terms except as such enforceability may be
            limited by applicable bankruptcy, insolvency, reorganization, or
            other similar laws affecting creditors' rights generally and by
            general equitable principles (regardless of whether enforcement is
            sought in equity or at law); and

      (c)   that the execution, delivery, and performance by KRONOGEN SCIENCES
            of this License Agreement require no action by or in respect of, or
            filing with, any governmental body, agency, or official.

7.    Giampapa Representations and Warranties. Giampapa hereby represents and
      warrants to KRONOGEN SCIENCES as follows:

      (a)   that the execution, delivery, and performance by Giampapa of this
            License Agreement are within his powers and that this License
            Agreement constitutes a valid and binding agreement of Giampapa
            enforceable against Giampapa in accordance with its terms except as
            such enforceability may be limited by applicable bankruptcy,
            insolvency, reorganization, or other similar laws affecting
            creditors' rights generally and by general equitable principles
            (regardless of whether enforcement is sought in equity or at law);

      (b)   that the execution, delivery, and performance by Giampapa of this
            License Agreement require no action by or in respect of, or filing
            with, any governmental body, agency, or official.

      (c)   that he has the full legal right to grant to KRONOGEN SCIENCES the
            licenses granted under this License Agreement;


                                  Page 4 of 8
<PAGE>


      (d)   that prior to the date of this License Agreement, no license,
            covenant not to sue, or any other right under any Licensed Patent
            has been granted to any third party.

8.    Protection of Licensed Patents.

      (a)   KRONOGEN SCIENCES will at all times recognize the ownership of
            Giampapa of the Licensed Patents and will not at any time do or
            suffer to be done any act or thing which will in any way impair the
            rights of Giampapa in the Licensed Patents. KRONOGEN SCIENCES hereby
            expressly covenants that during the life of this License Agreement
            and upon and after the termination thereof, KRONOGEN SCIENCES will
            not claim that its use of the Licensed Patents has created any title
            in KRONOGEN SCIENCES in any country.

      (b)   During the term of this Agreement, KRONOGEN will pay the fees, if
            any, associated with the filing, maintenance and prosecution, with
            the United States Patent and Trademark Office, of the Licensed
            Patents; provided, however, that Giampapa shall cooperate with
            KRONOGEN in connection therewith, and provided further, that it is
            acknowledged and agreed that KRONOGEN shall not be responsible for
            any fees or other costs or payments associated with any claim or
            suit relating to the Licensed Patents.

      (c)   In the event of infringement of the Licensed Patents, the parties
            will jointly cooperate in terminating such infringement.

9.    Indemnification.

      (a)   KRONOGEN SCIENCES hereby indemnifies Giampapa and shall hold him
            harmless from any loss, liability, damage, cost or expense,
            including reasonable attorneys' fees, arising out of any claims or
            suits which may be brought against Giampapa relating to KRONOGEN
            SCIENCES' manufacture, sale or distribution of the Units, except as
            such claims or suits relate to the grant of rights, covenants,
            warranties or representations of Giampapa set forth herein, provided
            that Giampapa shall give prompt written notice, cooperation and
            assistance to KRONOGEN SCIENCES relative to any such claim or suit,
            and provided that KRONOGEN SCIENCES shall have the option to
            undertake and conduct the defense of any suit so brought.

      (b)   Giampapa hereby indemnifies KRONOGEN SCIENCES and its officers,
            directors, shareholders, employees and agents (collectively, the
            "KRONOGEN Indemnified Parties"), and shall hold each KRONOGEN
            Indemnified Party harmless from any loss, liability, damage, cost or
            expense, including reasonable attorneys' fees, arising out of any
            claims or suits which may be brought or made against such KRONOGEN
            Indemnified Party by reason of Giampapa's grant of rights,
            covenants, warranties or representations set forth herein, provided
            that KRONOGEN SCIENCES shall give prompt written notice, cooperation
            and assistance to Giampapa relative to any such claim or suit.

10.   Miscellaneous

      (a)   Notices. Any notice or other communication required or permitted
            hereunder must be in writing and must be transmitted by personal
            delivery, reputable overnight courier service, certified mail
            (postage pre-paid, receipt requested) or telecopy, as follows:

      If to KRONOGEN SCIENCES:            Kronogen Sciences Inc.
                                          750 Lexington Avenue, 20th Floor
                                          New York, NY 10022
                                          Attention: Richard Serbin, President
                                          Facsimile: (212) 905-0208


                                  Page 5 of 8
<PAGE>


      with a copy to:                     Blank Rome LLP
                                          405 Lexington Avenue
                                          New York, NY  10174
                                          Attention: Robert J. Mittman, Esq.
                                          Facsimile: (212) 885-5001


      if to GIAMPAPA:                     Vincent C. Giampapa, M.D.
                                          89 Valley Road
                                          Montclair, NJ  07042
                                          Facsimile: (973) 746-4385


      with a copy to:
                                          --------------------------------------

                                          --------------------------------------

                                          --------------------------------------

                                          --------------------------------------

                                          Attention:
                                                   -----------------------------

or at such other address as the party shall designate in a written notice to the
other party hereto, given in accordance with this Section 10. All notices and
other communications shall be effective (i) if delivered in person, when
delivered; (ii) if sent by overnight courier, the next business day following
the delivery thereof to such courier (or such later date as is demonstrated by a
bona fide receipt therefor); (iii) if sent by certified mail, three days after
deposit in the mail; or (iv) if sent by telecopier with receipt acknowledged,
when sent.

      (b)   No Waiver; Cumulative Remedies. No failure to exercise and no delay
            in exercising, on the part of Giampapa, any right, remedy, power or
            privilege hereunder shall operate as a waiver thereof; nor shall any
            single or partial exercise of any right, remedy, power or privilege
            hereunder preclude any other or further exercise thereof or the
            exercise of any other right, remedy, power or privilege. The rights,
            remedies, powers and privileges herein provided are cumulative and
            not exclusive of any rights, remedies, powers and privileges
            provided by law.

      (c)   Severability. Any provision of this License Agreement which is
            prohibited or unenforceable in any jurisdiction shall, as to such
            jurisdiction, be ineffective to the extent of such prohibition or
            unenforceability without invalidating the remaining provisions
            hereof, and any such prohibition or unenforceability in any
            jurisdiction shall not invalidate or render unenforceable said
            provision in any other jurisdiction.

      (d)   Integration. This License Agreement represents the agreement of the
            Giampapa and KRONOGEN SCIENCES with respect to the subject matter
            hereof, and there are no promises or representations by either party
            relative to the subject matter hereof not reflected herein or
            therein.

      (e)   Governing Law. This License Agreement and the rights and obligations
            of the parties under this License Agreement shall be governed by,
            and construed and interpreted in accordance with, the laws of the
            State of New Jersey applicable to contracts entered into and wholly
            performed in the State of New Jersey.

      (f)   No Assignment. This License Agreement shall be binding upon the
            parties hereto, their successors and permitted assigns. Neither this
            License Agreement nor any of the rights, duties or obligations
            thereunder may be assigned, sold, conveyed, transferred, or
            delegated by either party without the express written consent of the
            other party hereto. Notwithstanding the foregoing, KRONOGEN SCIENCES
            may assign this License Agreement, and all rights and obligations
            under this License Agreement, pursuant to the acquisition, merger,
            corporate reorganization, or refinancing of KRONOGEN SCIENCES. Any
            attempted assignment in violation of this Section 10(f) shall be
            void.


                                  Page 6 of 8
<PAGE>


      (g)   Substitute Corporate Party. Giampapa reserves the right at any time
            to substitute a corporate party owned by Giampapa in place of
            himself as a party to this License Agreement provided such
            substitute corporate party has the ability to furnish the same
            personal services, and grant the same rights to KRONOGEN SCIENCES as
            presently provided by Giampapa as an individual party to this
            License Agreement.

11.   Counterparts. This Agreement may be executed in original or facsimile
      counterparts, each of which shall be deemed an original, but both of which
      when taken together shall constitute one and the same instrument.

      The parties have executed this License Agreement on the date first above
written.


                  /s/ Vincent C. Giampapa
                  -----------------------------------
                  Vincent C. Giampapa


                  KRONOGEN SCIENCES INC.

                  /s/ Richard Serbin
                  -----------------------------------
                  By: Richard Serbin
                  President & Chief Executive Officer



                                  Page 7 of 8
<PAGE>

                                                                   SCHEDULE 2(a)

<TABLE>
<CAPTION>
PATENT                   PUB. DATE                 TITLE
------                   ---------                 -----
<S>                      <C>                       <C>
US5895652                04/20/1999                Method of metabolic adjuvanation and cellular repair

US5580569                12/03/1996                Article for tissue-specific delivery of therapeutic agents

US5494677                02/27/1996                Tissue-specific implantable therapeutic agent delivery system

US5443508                08/22/1995                Subcutaneous implantable multiple agent delivery system

US5391164                02/21/1995                Subcutaneous implantable multiple-agent delivery system

US5326568                07/05/1994                Method of tissue-specific delivery

US5201728                04/13/1993                Subcutaneous implantable multiple-agent delivery system

Application                                        The C-MED Multi Daily Nutritional System

Application                                        The Bio-Marker Matrix Software
</TABLE>


                                  Page 8 of 8