Exhibit 2.3

                            ASSET PURCHASE AGREEMENT


            This ASSET PURCHASE AGREEMENT (the "Agreement") is made as of
November 6, 2003 by and among OPTIGENEX INC., a Delaware corporation ("Buyer" or
"OPTIGENEX"), CampaMed LLC, a limited liability company organized under the laws
of the State of New Jersey (the "Company" or the "Seller"), and Pero Family
Limited Partnership, a limited partnership organized under the laws of the State
of Vermont ("Pero Partnership"), Ronald W. Pero ("Pero" and together with Pero
Partnership, the "Pero Parties"), Michael W. Moers ("Moers"), Gerald E. Morris
("Morris"), Oxigene Inc. ("Oxigene"), E. Gerald Kay ("Kay"), Allen Williams
("Williams") and Anthony Worth ("Worth", with each of Pero, Moers, Morris,
Oxigene, Kay, Williams and Worth sometimes referred to herein individually as an
"Interestholder" and collectively as the "Interestholders"; and with Seller and
the Interestholders sometimes collectively referred to herein as the
"Transferors").

            WHEREAS, Seller desires to transfer to Buyer, and Buyer desires to
acquire from Seller, certain of the assets used in connection with Seller's
nutritional supplements and other health care related products business (the
"Business"), upon the terms and subject to the conditions herein contained;

            WHEREAS, the Interestholders (Pero Partnership being the member of
record in respect of the Pero Parties) own, of record and beneficially all of
the equity interests of Seller; and

            WHEREAS, the Transferors agree to take all such further action
necessary to effectuate the transfer of the Acquired Assets (as defined below)
to Buyer;

            NOW, THEREFORE, in consideration of and reliance upon the
representations, warranties, covenants and conditions herein contained, the
parties hereto hereby agree as follows:

      1. TRANSFER AND ACQUISITION OF ASSETS.

            1.1 Transfer of Assets.

            Simultaneously with the execution and delivery of this Agreement,
and subject to the terms and conditions of this Agreement and for the
consideration set forth herein, Seller shall sell, convey, assign, transfer and
deliver to Buyer, and Buyer shall acquire from Seller, free and clear of all
Liens (as hereinafter defined) all of the following assets of the Seller
(collectively, the "Acquired Assets"), wherever located:

<PAGE>

      (a) Intellectual Property. All patents, trade names, trademarks, trade
dress rights, service marks and copyrights (including any registration and
applications for registration thereof) listed on Schedule 1.1(a) attached hereto
(whether in use, under development or design, or inactive), as well as (i) all
inventions, all improvements thereto, and all domestic and foreign patents,
patent applications, and patent disclosures, together with all provisionals,
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof and all know-how; (ii) all domestic and foreign
trademarks (including but not limited to, the trademarks "C-MED-100"; "C-Med 1";
"Nicoplex"; and "Thiol"), service marks, trade dress, logos, trade names, domain
names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith; (iii) all domestic and foreign copyrightable works (to the extent
assignable), works of authorship (to the extent assignable), all copyrights, and
all applications, registrations, renewals and derivative works in connection
therewith, including but not limited to, all promotional materials and rights in
publications (including without limitation Herbarium), seminars, and programs;
(iv) all domestic and foreign trade secrets; (v) all domestic and foreign
computer software, database rights, electronic codes, formats, designs, and
technology; and (vi) all other intellectual property rights of any kind (all of
the intellectual property rights referred to in this Section 1.1(a), the
"Intellectual Property").

      (b) Contracts. All rights of Seller in and under the contracts
(collectively, "Contracts"), listed on Schedule 1.1(b) attached hereto;

      (c) Fixed Assets. All fixed assets and personal property located at the
premises of Laboratorio Centroflora Ltda. in Brazil, a list of which fixed
assets and personal property is attached hereto as Schedule 1.1(c);

      (d) Goodwill. All goodwill associated with the Business and the Acquired
Assets, including without limitation the exclusive right of Buyer to represent
itself as carrying on the Business under the names "C-MED-100", "C-Med 1",
"Nicoplex", and "Thiol" in succession to and to the exclusion of Seller
(collectively, "Goodwill"); and

      1.2 Excluded Assets. All of the assets of the Seller that are not Acquired
Assets are expressly excluded from the sale and purchase contemplated by this
Agreement.

      1.3 Assumption of Liabilities. Simultaneously with the execution of this
Agreement and on the terms and subject to the conditions set forth herein, the
Buyer shall assume and agree to perform and discharge only the obligations of
the Seller set forth on or in Schedule 1.3 and Schedule 1.1(b) hereof and shall
assume, subject to the terms of a letter agreement of even date herewith by and
between Buyer and Oxigene, Inc., Seller's obligations under Sections 3.1.A,
3.1.B and 3.1.C of the Asset Transfer and Exchange Agreement dated as of June
30, 2001 between CampaMed LLC and Oxigene, Inc.(the "Assumed Liabilities").
Buyer shall not assume, and shall not be liable or responsible for, any
liabilities or obligations of Seller of any nature, whether known or unknown,
fixed or contingent, accrued or unaccrued, in connection with the acquisition by
Buyer of the Acquired Assets hereunder, other than the Assumed Liabilities.
Seller shall remain liable and solely responsible for all liabilities and
obligations of any kind whatsoever of the Seller, including but not limited to
all claims and potential claims, accounts payable, salaries, wages, accrued
benefits, taxes and any other liabilities and payments arising in connection
with the operations of the Seller in respect of the Business or any act or
omission of the Seller (including, without limitation, legal noncompliance or
false claims), other than the Assumed Liabilities.


                                      -2-
<PAGE>

      1.4 Payments.

            1.4.1 In consideration for the Acquired Assets, the Buyer shall (i)
issue to the members of Seller identified on Schedule 1.4.1(a) hereto on the
date hereof an aggregate of 1,156,250 unregistered shares (the "Stock
Consideration") of the common stock, par value $.01 (the "Common Stock") of the
Buyer in the denominations set forth therein, which Stock Consideration shall
constitute immediately following issuance an aggregate of 20% of the then
outstanding Common Stock of the Company (it being agreed by the Company that
said shares shall be afforded, for a period ending on the third anniversary of
the date hereof no less favorable rights, and no more unfavorable obligations,
in respect of the sale or registration thereof than is afforded by Buyer to
Richard S. Serbin, ("Serbin"), individually, with respect to his shares of
Common Stock); and (ii) pay to the Seller, an aggregate of $150,000 in cash,
payable in three installments in accordance with the following schedule:

            (i)   $50,000 on the date hereof (the "First Installment") payable
                  in the form of a bank or cashiers check;

            (ii)  $50,000 not later than forty-five days subsequent to the date
                  hereof (the "Second Payment"); and

            (iii) $50,000 not later than ninety days subsequent to the date
                  hereof (the "Final Payment").

The Second Payment and the Final Payment will be evidenced by a promissory note
of Buyer in substantially the form of Exhibit A hereto (the "Note") secured by a
personal guaranty by Serbin in the form of Exhibit B hereto (the "Guaranty").

Subject to the terms hereof, Buyer will make payments to Seller, ("Additional
Payments") in an aggregate amount equal to 6% of the gross sales of any product
containing C-MED-100, C-Med 1 and 10% of the gross sales of any bulk C-MED-100
and C-Med 1, until Additional Payments of $500,000 in the aggregate have been
paid, it being agreed by Buyer that (i) Additional Payments due 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 C-Med-100
and C-Med 1 sales information in respect of such quarter and (ii) Seller or its
authorized certified public accountant shall have the right to examine the
books, accounts and records of Buyer relating to C-Med-100 and C-Med 1 from time
to time up to two times per year, at mutually agreed upon times and dates, to
ensure that the Additional Payment statements are complete and that any
Additional Payments due hereunder have been paid as required hereby. If (i)
there is a final determination (in accordance with arbitration procedures
similar in all respects to the arbitration procedures set forth in Section 7.6
(e) hereof regarding indemnification), which is then confirmed by a court of
competent jurisdiction, that the amount of the Additional Payments for any
quarterly period is understated by more than 7.5%; or (ii) the parties to this
Agreement agree that the amount of the Additional Payments for any quarterly
period is understated by more than 7.5%, then Buyer shall reimburse Seller for
its reasonable auditing expenses incurred in reviewing the relevant books for
such period.


                                      -3-
<PAGE>

      1.5 Seller Deliveries. Simultaneously with the execution and delivery of
this Agreement, the Transferors shall deliver or cause to be delivered the
following to Buyer against delivery of the items specified in Section 1.6:

            1.5.1 duly executed bill of sale, assignment and assumption in the
form of Exhibit C hereto;

            1.5.2 assignments of all Contracts and Intellectual Property
included in the Acquired Assets in the form of Exhibits D and E hereto,
respectively;

            1.5.3 all third party consents, including, without limitation,
consents from or, agreements with, (a) Pero, Pierre Apraxine, the Estate of John
B. Elliott, Anthony Christian Flood and Peter Koepke and (b) Oxigene, in form
and substance reasonably satisfactory to Buyer necessary for consummation of the
transactions contemplated hereby;

            1.5.4 a Stockholders Agreement between Buyer and Pero in a form
satisfactory to Buyer; and

            1.5.5 all such other endorsements, assignments and other documents
and instruments as shall be necessary to transfer to the Buyer good and
marketable title to the Acquired Assets or as shall otherwise be reasonably
requested by Buyer in order to effect the transactions contemplated hereby.

            1.5.6 the releases of any and all Liens on the Acquired Assets;

            1.5.7 an investment representation letter in the form of Exhibit F
executed by each of the Interestholders;

            1.5.8 Simultaneously with such deliveries, Seller shall take such
steps as are necessary to put Buyer in actual possession and control of the
Acquired Assets.

      1.6 Buyer's Deliveries. Simultaneously with the execution and delivery of
this Agreement, Buyer shall deliver or cause to be delivered to (or pursuant to
the instructions of) Seller the following against delivery of the items
specified in Section 1.5 hereof:

            1.6.1 stock certificate(s) representing the aggregate Stock
Consideration issued in the name of the persons named, and denominations listed,
on Schedule 1.4.1 (a) and payment of the First Installment;

            1.6.2 the Note;

            1.6.3 the Guaranty;

            1.6.4 duly executed bill of sale, assignment and assumption in the
form of Exhibit C hereto;

            1.6.5 assignment and assumption of all contracts included in the
Acquired Assets in the form of Exhibit D hereto;


                                      -4-
<PAGE>

            1.6.6 a Stockholders Agreement between Buyer and Pero in a form
satisfactory to Buyer; and

            1.6.7 all such other documents and instruments as shall be
reasonably requested by Seller in order to effect the transactions contemplated
hereby.

      2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND THE
INTERESTHOLDERS.

            Each Interestholder (as to itself or himself and the Seller but not
to any other Transferor), Pero (as to Ronald W. Pero, the Pero Partnership and
Seller but not to any other Transferor) and the Seller (as to itself but not to
any other Transferor) hereby represents and warrants to, and covenants with,
Buyer that:

            2.1 Organization and Authority. The Company is duly organized,
validly existing and in good standing under the laws of the state of New Jersey.
The Company has all limited liability company powers and all governmental
licenses, authorizations, permits, consents and approvals required to carry on
its business as now being conducted and to own or hold under lease, and to
perform all its obligations under the Contracts to which it is a party or by
which it is bound. The Company has all necessary power to own and lease its
properties and to carry on its business as now being conducted. The Transferors
have the power to perform this Agreement. The Company is qualified to do
business in all jurisdictions in which the failure to so qualify would have a
material adverse effect on the Acquired Assets, on the Business or on the
condition (financial or otherwise), prospects or results of operations or
financial condition of the Company (a "Material Adverse Effect").

            2.2 Capitalization. Schedule 2.2 sets forth the entire authorized
capitalization and the total number of issued and outstanding equity interests
of the Company. All of the outstanding equity interests of the Company are
owned, beneficially and of record, in the amounts listed on Schedule 2.2 and no
equity interests of the Company are subject to, or have been issued in violation
of, preemptive or similar rights. The Interestholders have good and marketable
title to one hundred percent (100%) of the outstanding equity interests of the
Company (as set forth on Schedule 2.2 for each of the respective
Interestholders), free and clear of any Liens (as defined below) whatsoever. The
Company has no other outstanding equity interests or other securities
convertible into or exchangeable for equity interests in the Company, and the
Company has no outstanding options, warrants or rights to subscribe for or to
purchase its equity interests or securities convertible into or exchangeable for
equity interests. The Company is not subject to any obligation (contingent or
otherwise) to repurchase, acquire, redeem or otherwise acquire or retire any of
its equity interests or any warrants, options or other rights to acquire its
equity interests.

            2.3 Subsidiaries. The Company has no subsidiaries and the Company
does not own, directly or indirectly, any stock, partnership interest, joint
venture interest or other equity interest in any other corporation, trust,
partnership, joint venture or other entity.


                                      -5-
<PAGE>

            2.4 Authority Relating to this Agreement; No Other Violation of
Other Instruments.

                  2.4.1 The execution and delivery of this Agreement and the
performance hereunder by the Transferors have been duly authorized by all
necessary action (limited liability company, corporate or other), if any, on the
part of the Company and such Interestholder, and no other proceedings on their
part are necessary to authorize the execution, delivery and performance of this
Agreement and other agreements contemplated hereby by such parties. Complete and
correct copies of the limited liability company agreement, certificate of
formation and any other charter or similar document adopted or filed in
connection with the creation, formation or organization of Seller, as amended
and as in effect as of the date hereof ("Organizational Documents") have
previously been delivered to Buyer. This Agreement will constitute a legal,
valid and binding obligation of the Transferors, enforceable against the
Transferors in accordance with its terms, subject as to enforcement: (i) to
bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws
of general applicability relating to or affecting creditors' rights; and (ii) to
general principles of equity, whether such enforcement is considered in a
proceeding in equity or at law.

                  2.4.2 Neither the execution and delivery of this Agreement by
the Transferors nor the performance hereof by the Transferors will: (i) conflict
with or result in any breach or violation of the terms of any decree, judgment,
order, law or regulation of any federal, state, local or foreign court,
administrative or regulatory agency or commission or other governmental
authority or instrumentality (collectively, "Governmental Entities") now in
effect applicable to the Transferors or the Acquired Assets; or (ii) conflict
with, or result in (with or without the passage of time or the giving of notice
or both) any breach of any of the terms, conditions and provisions of, or
constitute a default under, or give rise to any right of termination,
cancellation or acceleration of, or result in the creation of any lien, charge,
pledge, security interest, imperfection of title, claim or other encumbrance
(each a "Lien" and collectively "Liens") upon any of the Acquired Assets
pursuant to, any indenture, mortgage, lease, agreement or other instrument to
which any Transferor is a party or by which it or he or any of the Acquired
Assets are bound; or (iii) violate or conflict with any provision of the
Organizational Documents.

                  2.4.3 Except as set forth on Schedule 2.14 hereto, no consent
from any third party and no consent, approval or authorization of, or
declaration, filing or registration with, any Governmental Entity is required to
be made or obtained in order to permit the execution, delivery or performance of
this Agreement by the Transferors, or the consummation of the transactions
contemplated by this Agreement.

            2.5 Ownership and Delivery of Assets. A true and complete list of
the Acquired Assets is annexed as Schedule 2.5 hereto. Seller is the true and
lawful owner of the Acquired Assets and has all necessary power and authority to
transfer the Acquired Assets to Buyer free and clear of all Liens. Upon delivery
to Buyer on the date hereof of the bill of sale and other instruments of
conveyance with respect to the Acquired Assets, Buyer will acquire good and
marketable title to the Acquired Assets, free and clear of all Liens.


                                      -6-
<PAGE>

            2.6 Compliance with Law; Permits.

                  2.6.1 To the knowledge of the Transferors, the Business is
being conducted in compliance in all material respects with all laws, statutes,
ordinances, rules, regulations, requirements, judgments, orders and decrees
(collectively, "Laws") of all Governmental Entities having jurisdiction over the
Business, the Acquired Assets and the operations of the Business or otherwise
applicable to or binding upon Seller or the Acquired Assets or Business. Neither
the Seller nor any Interestholders has received written notification that any
investigation or inquiry is being or has been conducted by any Governmental
Entity with respect to Seller and, to the knowledge of the Transferors, (i) no
such investigation or inquiry is threatened and (ii) to the knowledge of the
Transferors, no fact exists or event or circumstance has occurred which would be
reasonably likely to give rise to any such investigation or inquiry.

                  2.6.2 No permits, licenses, franchises, registrations,
certificates, consents, approvals and authorizations by governmental or
regulatory authorities or bodies ("Permits") relating to the Business and the
Acquired Assets are necessary for the conduct of the Business.

            2.7 Personal Property. Seller has good title, free and clear of all
Liens, to all equipment, other personal property thereof and all such personal
property is conveyed to Buyer "as is".

            2.8 Intellectual Property.

            (a) There does not currently exist, and there has never existed, a
legal entity named "CampaMed Inc." or "CampaMed Corporation," and all references
(in any documents or otherwise) to such entities shall be deemed references to
CampaMed Corp. for purposes of this Agreement and all appropriate documents,
including appropriate Intellectual Property assignments, to be delivered or
executed in accordance herewith. To the extent that any of the Intellectual
Property, or the intellectual property rights used in, useful or related to the
Intellectual Property or the Business, reside or are otherwise currently
recorded in the names of "CampaMed Corporation", "CampaMed Inc.," and/or any
Pero Party and/or any other person or entity related to Affiliated or associated
with any Pero Party or M.W. International, Inc. (or any successor thereof), such
rights shall be assigned to Buyer. Seller and each other Transferor covenant
that it or he will, take (and will cause all Affiliates thereof to take) all
actions necessary to assign to Buyer such Intellectual Property and record the
rights to such Intellectual Property in Buyer's name, including, without
limitation, executing and providing any affidavits, intermediate recordals, or
additional explanations required by the respective government intellectual
property offices worldwide to complete and record the transfer.


                                      -7-
<PAGE>

            (b) Seller now owns all right, title, and interest in and to, and
has independently developed or otherwise has the full right or license to
transfer in accordance with this Agreement, all Intellectual Property, free and
clear of Liens. Seller, and any and all of its predecessors in interest
(including, without limitation, CampaMed Inc., CampaMed Corp., CampaMed
Corporation, the Pero Parties and any other person or entity related to, or
Affiliated or associated with the Pero Parties and M.W. International, Inc. (or
any successor thereof)) have taken all necessary and appropriate steps to
protect, preserve, and maintain the secrecy and confidentiality of Seller's
confidential information and to preserve and maintain all Seller's interests and
proprietary rights in the Intellectual Property. Neither the consummation of
this Agreement nor the transactions contemplated by this Agreement will result
in any termination or any restriction (other than restrictions on persons other
than Buyer arising from the grant of exclusive rights to Buyer) being imposed on
any Intellectual Property and will not infringe the rights, including without
limitation, intellectual property rights, of any person. To the knowledge of the
Transferors, no claims have been asserted against any Transferor (or predecessor
in interest) or any Affiliate thereof in a writing delivered to Seller or any
Transferor by any person related to the use of any Intellectual Property,
challenging or questioning the rights of Seller (or any predecessor in
interest), including without limitation, intellectual property rights, title, or
interest in or to or validity or effectiveness of any Intellectual Property, and
to the knowledge of the Transferors, there is no basis for any such claim. There
are no intellectual property rights used in, useful or related to the
Intellectual Property or the Business that are not set forth on Schedule 1.1(a).
There is no impediment at law or in equity to the ability of Seller, CampaMed
Inc., CampaMed Corp., CampaMed Corporation, the Pero Parties or any other person
or entity related to or Affiliated or associated with the Pero Parties and/or
M.W. International, Inc. (or any successor thereof) to transfer the Intellectual
Property to Buyer. All transfers of Intellectual Property to Buyer will be
effected free and clear of any Liens and will be accompanied by appropriate
transfer documents, including, without limitation, a Bill of Sale and Assignment
in substantially the form of Exhibit C hereto and an Assignment of Intellectual
Property in substantially the form of Exhibit E hereto. The Transferors will
take all action necessary to effect the transfers of the Intellectual Property
to Buyer, including the filing of all necessary documentation including, without
limitation, executing and providing any affidavits, intermediate recordals, or
additional explanations required by the respective government intellectual
property offices worldwide to complete and record the transfers, in accordance
with this Section 2.8. The respective Transferors have all requisite power and
authority to take all actions required hereunder in connection with the
transfers contemplated by this Section 2.8 and Section 5.4.

            2.8(A) Ownership of CampaMed Corp. The Pero Family Limited
Partnership, a Vermont limited Partnership, acquired sole ownership of CampaMed
Corp. as a result of its purchasing all of the shares of CampaMed Corp. stock
held by various persons pursuant to a stock purchase agreement between Pero and
the then owners of CampMed Corp. dated as of December 12, 1996, as amended as of
November 19, 1997. Thereafter, the Pero Family Limited Partnership held all of
the shares of CampaMed Corp. until certain of such shares were sold to, or
additional shares of stock were issued to, other persons, all of whom became
Interestholders in Seller and are parties to this Agreement (the "Other
Stockholders");

            2.8(B) Transfer of the Assets of CampaMed Corp. Subsequent to the
purchase of all of the shares of stock of CampaMed Corp. by the Pero Family
Limited Partnership and any sales or issuances of stock of CampaMed Corp. to the
Other Stockholders, all of the assets of CampaMed Corp. that are part of the
Acquired Assets were transferred to Seller.


                                      -8-
<PAGE>

            2.8(C) Reinstatement of CampaMed Corp. On or about March 1, 2001,
the charter of CampaMed Corp. was voided by the State of Delaware for failure to
pay franchise taxes. As of September 25, 2003, CampaMed Corp. procured a
restoration, renewal and revival of its Certificate of Incorporation (the
"Restoration"). As a result of the Restoration, all of the transfers by CampaMed
Corp. to CampaMed LLC on or after March 1, 2001 of any and all of the assets of
CampaMed Corp. that are part of the Acquired Assets (the "CampaMed Corp.
Assets") were and are valid and enforceable transfers. Seller is able to
transfer and by this Agreement is hereby transferred to Buyer good and valid
title to the CampaMed Corp. Assets, free and clear of any and all Liens.

            2.9 Litigation. Except as set forth on Schedule 2.9, there are no
actions, suits, claims or proceedings pending against or, to the knowledge of
the Transferors, threatened against Seller or the Business or any of the
Acquired Assets, or any members or officers of the Company before any court or
arbitrator or any other Governmental Entity and, to the knowledge of the
Transferors, there is no valid basis for any such action, suit or proceeding.
There is no judgment, decree or order against Seller or any members or officers
of the Company that could reasonably be expected to prevent, enjoin, alter or
materially delay any of the transactions contemplated by this Agreement, or that
has had or is reasonably likely to have a Material Adverse Effect.

            2.10 Personnel.

                  2.10.1 Employee Arrangements. Seller currently has (and, since
its formation, it has had) no employees, consultants or independent contractors.
There are no (i) union, collective bargaining, employment, management,
termination and consulting agreements to which Seller is a party or is otherwise
bound, and (ii) compensation plans and arrangements; bonus and incentive plans
and arrangements; deferred compensation plans and arrangements; pension and
retirement plans and arrangements; profit-sharing and thrift plans and
arrangements; stock purchase and stock option, or similar, plans and
arrangements; hospitalization and other life, health or disability insurance or
reimbursement programs; holiday, sick leave, severance, vacation, tuition
reimbursement, personal loan and product purchase discount policies and
arrangements; and other plans or arrangements providing for benefits to any
person or entity.

                  2.10.2 ERISA. There is no "employee pension benefit plan", as
such term is defined in Section 3(2) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and no "employee welfare benefit plan" as
such term is defined in Section 3(1) of ERISA, which is maintained by or for
Seller and/or to which it contributes or is obligated or required to contribute.

            2.11 Insurance. Schedule 2.11 constitutes a list of all insurance
policies and bonds, if any, in force with respect to Seller relating to the
Business showing for each such policy or bond: (i) the owner; (ii) the coverage
of such policy or bond; (iii) the amount of premium properly allocable to such
policy or bond; (iv) the name of the insurer; and (v) the termination date of
the policy or bond. All such insurance policies and bonds are in full force and
effect, and the insurance coverage provided by such policies and bonds is
adequate for the conduct of the business conducted by Seller in accordance with
good business practices.


                                      -9-
<PAGE>

            2.12 Certain Payments. Neither Seller, nor to the knowledge of the
Transferors, any member, officer or agent of Seller, has made or caused to be
made, directly or indirectly, the payment of any consideration whatsoever to any
public official, candidate for public office, political party, or other third
person in connection with the Business, or pertaining to Seller's relations with
any client, customer, supplier, distributor, representative, agent or creditor,
in contravention of the Laws of any applicable jurisdiction.


            2.13 Brokers and Finders. No Transferor has retained any broker or
finder in connection with the transactions contemplated by this Agreement.

            2.14 Contracts.

                  Schedule 2.14 contains a complete and accurate list, and
Seller has delivered to the Buyer true and complete copies (or forms thereof,
where form agreements are used, provided that any and all material deviations or
changes to the forms in any individual case are described on Schedule 2.14) of
all Contracts.

                  Except as set forth on Schedule 2.14, all of the Contracts
listed or required to be listed on Schedule 2.14 are in full force and effect
and are valid and enforceable in all respects in accordance with their terms,
and, to the knowledge of the Transferors, no event has occurred or circumstance
exists that would give any person or entity (including the Company) the right
(with or without notice or lapse of time) to declare a default or exercise any
remedy under, or to accelerate the maturity or performance of, or to cancel,
terminate or modify, any such Contract.

                  There are no pending renegotiations of any of the Contracts
listed or required to be listed on Schedule 2.14 and all new Contracts which are
being actively negotiated and which would be required to be listed on Schedule
2.14 are so listed thereon.

                  Schedule 2.14 sets forth all filings, consents and approvals
(the "Required Contract Consents") necessary, if any, to validly assign and
transfer the Contracts included in the Acquired Assets to the Buyer. Except as
set forth on Schedule 2.14, no filing, consent or approval is necessary to
validly assign and transfer all of the Contracts included in the Acquired Assets
to the Buyer and no such Contract is subject to termination, modification or
acceleration as a result of the transactions contemplated hereby. Assuming
receipt of the Required Contract Consents, all of the Contracts included in the
Acquired Assets will remain in full force and effect upon the consummation of
the transactions contemplated hereby.

                  Except as set forth in Schedule 2.14 attached hereto, neither
Seller nor, to the knowledge of the Transferors, any other party to any of the
Contracts is in default in performance of, or not in compliance with any
material provisions of, such Contracts. Neither Seller nor any Interestholder
has any knowledge of any intent by any other party not to perform its
obligations under any such Contract. Assuming the Required Contract Consents are
obtained, Seller has the right to assign all Contracts to Buyer pursuant to this
Agreement and neither the assignment of such Contracts nor the consummation of
the transactions contemplated by this Agreement permits any party to any such
Contract to terminate or alter such Contract.

            2.15 Accuracy of Documents and Information. The copies of all
instruments, agreements, other documents and written information set forth as,
or referenced in, Schedules or Exhibits to this Agreement or specifically
required to be furnished pursuant to this Agreement to Buyer by Seller are and
will be materially complete and correct.


                                      -10-
<PAGE>

            2.16 Clients, Suppliers and Distributors, Etc. Schedule 2.16 sets
forth a complete and correct list, as of the date hereof, of the clients,
customers and suppliers of the Company, and the distributors, representatives
and agents for the sale of the products and services of the Business made during
the two (2) most recently completed fiscal years of the Company and all
distributors, representatives and agents to whom the Company has given any
exclusive rights with respect to territories, products or services in connection
with the Business, indicating in each case the existing contractual
arrangements, if any, with such distributor, representative or agent.

            2.17 Affiliate Transactions. Schedule 2.17 sets forth the parties
to, and the date, nature and amount of, each transaction involving the transfer
of any cash, property or rights to or from the Company from, to or for the
direct or indirect benefit of any Affiliate (as hereinafter defined) or former
Affiliate of any Transferor ("Affiliate Transactions") since January 1, 2001.
Except as set forth on Schedule 2.17, neither any Interestholder nor any
officer, director, employee, member or Affiliate of any Transferor or any entity
in which any such person or entity or individual is an officer, director, member
or the owner of ten percent (10%) or more of the beneficial ownership interests,
is a party to any Contract with the Company or has any interests in any property
used by the Company or has any claim or right against the Company. Each
Affiliate Transaction was effected on terms equivalent to those which would have
been established in an arm's-length negotiation, except as disclosed on Schedule
2.17. Except as set forth on Schedule 2.17, neither any Interestholder nor any
Affiliates thereof has any direct or indirect interest in any competitor of the
Company, except for ownership of less than one percent (1%) of the outstanding
capital stock of any competing business that is publicly traded on any
recognized exchange or in the over-the-counter market. For purposes of this
Agreement, "Affiliate" means, with respect to any person or entity: (i) any
other person or entity directly or indirectly controlling, controlled by or
under common control with the subject person or entity (including any
partnership in which the subject person or entity serves as a general partner,
any corporation in which the subject person or entity owns greater than 10% of
the issued and outstanding voting capital stock or any limited liability company
or joint venture in which the subject person or entity owns greater than 10% of
the equity interests of such limited liability company or joint venture); (ii)
any officer, director, trustee, member or general partner of the subject person
or entity; (iii) any individual which is a spouse, descendant (natural and
adopted) or ancestor (natural and adopted) of the subject person or entity, or
(iv) any person or entity in which more than 10% of the voting or beneficial
interests are owned by a person or entity who has a relationship with the
subject person or entity described in clause (i), (ii) or (iii) above; provided
that, for the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any person or entity, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person or entity, whether through the ownership
of voting securities, by Contract or otherwise.

            2.18 Securities Act Representation. Each of the Interestholders is
acquiring the Stock Consideration solely for investment purposes, with no
intention of distributing or reselling any such stock or any interest therein.
Each such Interestholder is aware that the Stock Consideration will not be
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and that neither the Stock Consideration nor any interests therein may be sold,
pledged, or otherwise transferred unless the Stock Consideration is registered
under the Securities Act or qualifies for an exemption under the Securities Act.
Each such Interestholder hereby consents that a legend shall be placed upon all
certificates for the Stock Consideration providing substantially as follows:


                                      -11-
<PAGE>

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
                  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
                  OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT
                  SUCH REGISTRATION IS NOT REQUIRED."

In addition, each Interestholder (i) further consents to stop transfer
instructions being placed against all certificates representing the Stock
Consideration, (ii) has had an opportunity to ask questions of OPTIGENEX or its
management concerning OPTIGENEX and its financial condition and any such
questions were answered to his complete satisfaction and (iii) has such
expertise and knowledge in financial and business matters that he is capable of
evaluating the merits and risks of an investment in OPTIGENEX.

      3. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PERO
PARTIES. The Pero Parties hereby jointly and severally, represent and warrant
to, and covenant with, Buyer that:

            3.1 To the knowledge of the Pero Parties, the Intellectual Property
constitutes all of the patent rights, trademark rights and other intellectual
property rights necessary or reasonably useful for the development, manufacture,
use, exploitation, sale, export or import of Business products under the
trademarks, C-Med-100, C-Med 1, Nicoplex and Thiol.

            3.2 Seller now owns all right, title and interest in and to all of
the Intellectual Property, free of (i) any Liens; and (ii) any claims by the
Pero Parties or any Affiliate thereof for any royalty or other payments. Any and
all patents and applications filed regarding any compound derived, or ingredient
isolated from that substance known as Cat's Claw or Una de Gato or Uncario
Tomentosa (a "Cat's Claw Compound"), including without limitation that Cat's
Claw Compound presently known as C-Med-100 (or C-Med 1), in Ronald W. Pero's or
the Pero Partnership's name (or the name of an Affiliate of either such party)
are hereby assigned to Buyer, free and clear of all Liens and without any claims
against Seller or Buyer.

      4. REPRESENTATIONS AND WARRANTIES OF BUYER.

            Buyer hereby represents and warrants to Seller that:

            4.1 Organization and Authority. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Buyer has all necessary corporate power and authority to enter into
and perform this Agreement.


                                      -12-
<PAGE>

            4.2 Capitalization. Schedule 4.2 sets forth the entire authorized
capitalization and the total number of issued and outstanding shares of Common
Stock of Buyer. No Common Stock of the Buyer is subject to, or has been issued
in violation of, preemptive or similar rights. Except as set forth on Schedule
4.2 hereto, Buyer has no outstanding Common Stock or other securities
convertible into or exchangeable for Common Stock in the Buyer, and Buyer has no
outstanding options, warrants, or rights to subscribe for or to purchase its
Common Stock or securities convertible into or exchangeable for Common Stock.
Buyer is not subject to any obligation (contingent or otherwise) to repurchase,
acquire, redeem or otherwise acquire or retire any of its Common Stock or any
warrants, options or other rights to acquire its Common Stock.

            4.3 Authority Relating to this Agreement, No Violation of Other
Instruments.

                  4.3.1 The execution and delivery of this Agreement and the
performance hereunder by Buyer have been duly authorized by all necessary
corporate action on the part of Buyer and, assuming execution of this Agreement
by the other parties hereto, this Agreement will constitute a legal, valid and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms, subject as to enforcement: (i) to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other laws of general applicability relating to or
affecting creditors' rights; and (ii) to general principles of equity, whether
such enforcement is considered in a proceeding in equity or at law.

                  4.3.2 Neither the execution of this Agreement nor the
performance hereof by Buyer will: (i) conflict with or result in the breach or
violation of the terms of any decree, judgment, order, law or regulation of any
Governmental Entity now in effect applicable to Buyer; (ii) conflict with, or
result in (with or without the passage of time or the giving of notice or both)
any breach of any of the terms, conditions and provisions of, or constitute a
default under, or give rise to any right of termination, cancellation or
acceleration of, or result in the creation of any Lien upon any of Buyer's
assets pursuant to, any indenture, mortgage, lease, agreement or other
instrument to which Buyer is a party or by which it or any of its assets is
bound; or (iii) violate or conflict with any provisions of Buyer's Certificate
of Incorporation or Bylaws.

                  4.3.3 Consents. No consent from any third party and no
consent, approval or authorization of, or declaration, filing or registration
with, any Governmental Entity is required to be made or obtained by Buyer in
order to permit the execution, delivery or performance of this Agreement by
Buyer, or the consummation of the transactions contemplated by this Agreement.

            4.4 Brokers and Finders. Neither Buyer nor any Interestholder,
director, officer, employee or agent of Buyer has retained any broker or finder
in connection with the transactions contemplated by this Agreement.

      5. ADDITIONAL COVENANTS; OTHER MATTERS.

            5.1 Confidentiality.

                  5.1.1 The Transferors each hereby covenant that, after the
date hereof, it or he will not, without the prior written consent of Buyer,
disclose to any person any Confidential Information relating to or concerning
the Acquired Assets or the Business, except, as applicable, to its officers,
directors, members, employees and representatives who need to know such
information for purposes of taxes, accounting, pending litigation and other
matters necessary in respect of Seller's ownership, prior to the date hereof, of
the Acquired Assets or the Business. In the event that any Transferor is
requested or required by documents subpoena, civil investigative demand,
interrogatories, requests for information, or other similar process to disclose
any information relating to the Acquired Assets or the Business, the Transferors
will provide Buyer with prompt notice of such request or demands or other
similar process so that Buyer may seek an appropriate protective order.


                                      -13-
<PAGE>


            5.1.2 As used herein, the term "Confidential Information" shall
mean, with respect to any person or entity, any and all information (oral and
written), other than such information which can be shown to be in the public
domain (such information not being deemed to be in the public domain merely
because it is embraced by more general information which is in the public
domain) other than as a result of a breach of the provisions of this Section
5.1, including, but not limited to, business secrets, techniques and know-how,
and information relating to clients, customers and prospects, suppliers,
distributors, representatives, pricing, costs, marketing, and selling and
servicing.

      5.2 Mail; Payments.

      (a) Each of the Transferors authorizes and empowers Buyer on and after the
date hereof to receive and open the mail and other communications received by
Buyer relating to the Business, the Acquired Assets or Assumed Liabilities and
to deal with the contents of such communications in any proper manner. The
Transferors shall promptly deliver to Buyer any mail or other communication
received by it or him after the date hereof pertaining to the operations of
Buyer, the Business, the Acquired Assets or Assumed Liabilities. The Transferors
shall promptly (but, in any event, not more than five business days after
receipt thereof) pay or deliver to Buyer any cash or checks which have been
mistakenly sent to it but which should properly have been sent to such other
party.

      (b) Buyer shall promptly deliver to Seller's representative any mail or
other communication received by it after the date hereof pertaining to assets
other than the Acquired Assets or liabilities other than the Assumed
Liabilities. Buyer shall promptly (but, in any event, not more than five
business days after receipt thereof) pay or deliver to Seller's representative
any cash or checks which have been mistakenly sent to it but which should
properly have been sent to such other party

      5.3 Name Change. Except as otherwise consented to by the Buyer in writing,
the Transferors shall not use, for any commercial activity or purpose, the name
"CampaMed" or any name confusingly similar thereto.

      5.4 Further Assurances. After the date hereof, the Transferors shall from
time to time, at the request of Buyer and without further cost or expense to
Buyer, execute and deliver such other instruments of conveyance and transfer and
take such other actions as Buyer may reasonably request in order to more
effectively consummate the transactions contemplated hereby and to vest in Buyer
good and marketable title to the Acquired Assets and all other rights,
properties and interests being transferred hereunder.


                                      -14-
<PAGE>

      5.5 Access to Records. (a) Subject to Section 1.3 hereof, for a period of
at least three years from the date hereof, the Transferors, on the one hand, and
Buyer, on the other hand, shall each retain or cause to be retained all
agreements, documents, books, records and files in its possession or in the
possession of any of their respective affiliates relating to the Business or the
Acquired Assets (collectively, the "Records"). After the date hereof, upon
reasonable advance notice given to the other party, the Transferors and Buyer
shall each give, or cause to be given, to the representatives, employees,
counsel and accountants of the other, access during normal business hours to the
Records relating to periods prior to the date hereof, and shall permit such
representatives to examine and copy such Records to the extent reasonably
requested by the other party in connection with the preparation of tax and
financial reporting matters, audits, legal proceedings, governmental
investigations and other valid business purposes; provided, however, that
nothing herein shall obligate Buyer or the Transferors to (i) take any actions
that would unreasonably disrupt the normal course of its business, (ii) violate
the terms of any agreement to which it is a party or to which it or any of its
assets is subject, or (iii) grant access to any of its proprietary, confidential
or classified information without first obtaining undertakings as to
confidentiality from the other party which are reasonably satisfactory to it.

      5.6 Public Announcements. The Seller's Representative (as defined in
Section 8.4, on the one hand, and the Buyer, on the other hand, shall consult
with each other before issuing any press release or making any public statement
with respect to this Agreement or the transactions contemplated hereby, and will
not, except as may be required by any applicable law, issue any such public
statement without the prior written consent of the other (such consent not to be
unreasonably withheld or delayed).

      5.7 Notification of Certain Matters. Each of the parties hereto shall give
prompt notice to the other of any material failure of such party to comply with
or satisfy any covenant or agreement to be complied with or satisfied by it
hereunder; provided, however, that no such notification shall affect the
representations and warranties or the conditions to the obligations of the
parties hereunder.

      5.8 Irreparable Harm.

            (a) The Transferors agree that the covenants set forth in this
Agreement are reasonable in both scope and duration. The Transferors acknowledge
that monetary damages for a breach of these covenants are inadequate and that
breach would irreparably harm Buyer. The Transferors, therefore, further agree
that Buyer may enforce these covenants by obtaining an immediate injunction in a
court of law or equity without the necessity of showing any actual damages and
without the necessity of posting any bond. This right to injunctive relief is
cumulative and in addition to all other remedies available to Buyer by reason of
any breach.

            (b) Buyer agrees that the covenants set forth herein are reasonable
in both scope and duration. Buyer acknowledges that monetary damages for a
breach of these covenants are inadequate and that breach would irreparably harm
Transferors. Buyer, therefore, further agrees that Transferors may enforce these
covenants by obtaining an immediate injunction in a court of law or equity
without the necessity of showing any actual damages and without the necessity of
posting any bond. This right to injunctive relief is cumulative and in addition
to all other remedies available to Transferors by reason of any breach.


                                      -15-
<PAGE>

            (c) In the event that any provision of these covenants is held, in
whole or in part, to be invalid or unenforceable by reason of its scope and/or
duration, such invalidity or unenforceability shall be limited to such provision
and shall not affect any other portion of these covenants and the covenants
shall be construed as if their scope of duration had been more narrowly drawn so
as to be valid and enforceable.

      5.9 Consent of Managers and Members. Each of the managers and members of
Seller expressly acknowledges, agrees and consents, in their respective
capacities as managers and members, as the case may be, to the terms of this
Agreement.

      6. CERTAIN TAX MATTERS.

            6.1 Transfer Taxes. Except for amounts which are being contested in
good faith, Seller shall pay any and all transfer, stamp, conveyance, and other
similar Taxes other than sales, use, recording and value-added taxes, which
shall be paid for by Buyer imposed under any applicable Laws, associated with
the transactions contemplated hereby, with respect to the acquisition and
transfer of the Acquired Assets.

      7. SURVIVAL; INDEMNIFICATION.

            7.1 Survival. All representations and warranties made herein or in
any instrument or other document delivered by or on behalf of any of the parties
pursuant hereto, and all covenants and agreements contained herein (to the
extent not required to be performed prior to the date hereof), shall survive
until they expire and terminate on the date which is 18 months following the
date hereof, except that the representations and warranties contained in
Sections 2.1 (Organization and Authority), 2.2 (Capitalization), 2.5 (Ownership
and Delivery of Assets), 2.7 (Personal Property), 2.8 (Intellectual Property)
2.8(A) (Ownership of CampaMed Corp.), 2.8(B) (Transfer of the Assets of CampaMed
Corp.), 2.8(C) (Reinstatement of CampaMed Corp.), and 3.1 and 3.2
(Representations of the Pero Parties) shall survive indefinitely and the
representations and warranties contained in Section 2.9 (Litigation) shall
survive until expiration of the applicable statutes of limitations.

            7.2 Transferors' Indemnity. Each Transferor shall, jointly and
severally, indemnify and hold harmless Buyer and each of its stockholders,
officers, directors, employees, agents, successors and assigns ("Buyer Parties")
from and against any and all losses, costs, expenses (including reasonable
attorneys' fees), liabilities, claims, damages and judgments of every nature,
including the cost of investigation and defense thereof ("Damages") which arise
out of or based upon: (i) a material breach by such Transferor (or the Seller)
of any representation or warranty made by it or him pursuant to this Agreement;
(ii) the material non-performance, partial or total, of any covenant made by
such Transferor (or the Seller) pursuant to this Agreement or any other
agreement or instrument delivered in connection with the transactions
contemplated hereby; (iii) any obligations of the Seller or a Transferor
relating to the Acquired Assets, which obligations arise from any event,
occurrence or action occurring prior to the date hereof or from any failure of
the Seller or such Transferor to act prior to the date hereof; (iv) any
liabilities arising against or incurred by Buyer with respect to any bulk
transfer hereunder or from any failure to comply with the applicable bulk sales
or similar laws in connection with the transactions contemplated hereby and/or
Seller's failure to discharge any claims of creditors; (v) events, circumstances
or conditions described in certain proceedings entitled In Re Global Health
Sciences, Inc. and its Related Entities, Debtors; The Global Health Sciences
Creditor Trust, Plaintiff v. Ronald Pero, an individual; Michael Moers, an
individual; Leo Cullen, an individual; MW International, Inc., a New Jersey
corporation, CampaMed LLC, a limited liability corporation and Does. 1-20,
defendants (Case Nos. SA 01-10663RA/ SA 01-10665-68 RA) in the United States
Bankruptcy Court for the Central District of California, Santa Ana Division (the
"Litigation"); and/or (vi) any other liabilities of Seller which are not
expressly included in the Assumed Liabilities.


                                      -16-
<PAGE>

            7.3 Buyer's Indemnity. Buyer shall indemnify and hold harmless
Transferors and the successors and assigns thereof from and against any and all
Damages, which arise out of or are based upon: (i) a material breach by Buyer of
any representation or warranty made by Buyer pursuant to this Agreement; (ii)
the material non-performance, partial or total, of any covenant made by Buyer
pursuant to this Agreement; and/or (iii) any obligation relating to or affecting
the business of Buyer or relating to the Acquired Assets and Assumed
Liabilities, which obligations arise from any action of Buyer after the date
hereof or from any failure of Buyer to act after the date hereof.

            7.4 Notice of Claim and Assumption of Defense. A party indemnified
hereunder (an "Indemnified Party") shall give notice to each party extending
indemnification hereunder (an "Indemnifying Party") promptly after the
Indemnified Party has knowledge of any claim against the Indemnified Party or
any Indemnifying Party as to which recovery may be sought against the
Indemnifying Party because of the indemnity set forth in this Article 7, or of
the commencement of any legal proceedings against the Indemnified Party as to
such claim after the Indemnified Party has knowledge of such proceedings,
whichever shall first occur, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting from such claim.
Failure by the Indemnified Party to so notify the Indemnifying Party promptly of
a demand for indemnification pursuant to this Article 7 shall not preclude it
from seeking indemnification pursuant to this Article 7 with respect to such
claim unless such failure materially and adversely affects the Indemnifying
Party. Failure by the Indemnifying Party to notify the Indemnified Party of its
election to defend such action within twenty days after notice thereof shall
have been given to the Indemnifying Party shall be deemed a waiver by the
Indemnifying Party of its right to defend such action. If the Indemnifying Party
assumes the defense of any such claim or litigation resulting therefrom, the
Indemnified Party shall give to the Indemnifying Party information and
assistance reasonably necessary to defend or settle such claim and any
litigation arising therefrom. The Indemnifying Party shall not, in the defense
of such claim or any litigation resulting therefrom, consent to entry of any
judgment against the Indemnified Party (or settle any claim involving an
admission of fault on the part of the Indemnified Party), except with the
consent of the Indemnified Party (which consent shall not be unreasonably
withheld).

            In any case where the Indemnifying Party has assumed the defense
thereof, the Indemnified Party shall have the right to employ its own counsel
and such counsel may participate in such action, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party.


                                      -17-
<PAGE>

            7.5 Settlement of Claim by an Indemnified Party. If the Indemnifying
Party shall not assume the defense of any such claim or litigation resulting
therefrom, the Indemnified Party may defend against such claim or litigation in
such manner as it may deem appropriate and the Indemnified Party may settle such
claim or litigation on such terms as it may deem appropriate (and to which the
Indemnifying Party has consented, such consent not to be unreasonably withheld)
and the Indemnifying Party shall promptly reimburse the Indemnified Party for
the amount of such settlement and all expenses, legal or otherwise, incurred by
the Indemnified Party in connection with the defense against or settlement of
such claim or litigation. If no settlement of such claim or litigation is made,
the Indemnifying Party shall pay or, at the option of the Indemnified Party,
promptly reimburse the Indemnified Party for the amount of any judgment rendered
with respect to such claim or in such litigation and of all expenses, legal or
otherwise, incurred by the Indemnified Party in the defense against such claim
or litigation. If the Indemnifying Party shall assume the defense of any such
claim or litigation resulting therefrom, and if the Indemnified Party shall
settle such claim or litigation on terms which were not approved in writing by
the Indemnifying Party, the Indemnified Party shall be deemed to have waived its
right to indemnification from the Indemnifying Party pursuant to the terms of
this Agreement.

            7.6 Certain Limitations.

            (a) The following limitations shall apply to the rights of
indemnification set forth in this Article 7, as applicable: (i) the Buyer
Parties shall not be entitled to recover under Article 7, including Section 7.2
from any Interestholder more than the aggregate of (x) the Value (as defined
below) of the aggregate Stock Consideration; and (y) any cash payments received
(or deemed received hereunder) by such Interestholder pursuant to Section 1.4.1,
including any Additional Payments received (or deemed received hereunder)
through the date of recovery (the "Total Cash Payments") (with the amount of the
Total Cash Payments received or deemed received by each Interestholder to be
deemed for purposes of this Section 7.6 to be the amount determined by
multiplying the percentage next to such Interestholder's name in Schedule
1.4.1(b) by the Total Cash Payments); (ii) the liability of the Indemnifying
Party shall be net of any insurance benefits received by the Indemnified Party
and any tax benefits received by the Indemnified Party in respect of the loss
giving rise to the claim for indemnification; (iii) the amount of Damages
claimed as a subject of indemnification shall be limited to the actual dollar
amount of such Damages and shall not include any multiple of earnings or
consequential Damages suffered by the Indemnified Party (except for attorneys
fees and costs); (iv) if the same set of facts or circumstances give rise to
more than one breach, the Damages shall be limited as if there were only one
breach (e.g. there will not be multiple recoveries for Damages based on one set
of facts); and (v) the liability of each Transferor for any Damages shall be
limited to (x) the percentage set forth by such Transferor's name on Schedule
2.2 multiplied by (y) the amount of such Damages, except no such limitation
shall apply with respect to Damages that arise out of or are based upon: (a) a
material breach by such Transferor or any representation or warranty made by it
or him pursuant to this Agreement; (b) the material non-performance, partial or
total, or any covenant made by such Transferor pursuant to this Agreement or any
other agreement or instrument delivered in connection with the transactions
contemplated hereby. For purposes of this Section 7.6, the Value will be $0.50
per share of Common Stock.


                                      -18-
<PAGE>

            (b) Notwithstanding anything contained herein (with the exception of
recovery from the Pero Parties, which is addressed in Section 7.6 (c) below),
and subject to the limitations set forth in Section 7.6(a), the Buyer shall have
the right, upon notice to the applicable Indemnifying Party, to receive recovery
for Damages hereunder from the following asset categories in the order stated
below until each asset is completely exhausted with the Buyer entitled to
continue to each subsequent asset category until such Damages are paid in full:

                        (i) Cash, if any, received, or deemed received, by such
                  Indemnifying Party as Additional Payments through the
                  applicable date of indemnification;

                        (ii) Stock Consideration received, or deemed received,
                  by such Indemnifying Party with each share of Common Stock
                  valued at $0.50 per share;

                        (iii) Cash, if any, received or deemed received, by such
                  Indemnifying Party from the Final Payment Note through the
                  applicable date of indemnification;

                        (iv) Cash, if any, received, or deemed received, by such
                  Indemnifying Party from the Second Payment Note through the
                  applicable date of indemnification; and

                        (v) Cash received from the First Installment.

            (c) Notwithstanding anything contained in the foregoing to the
contrary, with respect to the Pero Parties, Buyer shall receive recovery for
Damages from the Stock Consideration received by the Pero Parties with each
share of Common Stock valued at $0.50 per share;

            (d) Notwithstanding anything contained in the foregoing to the
contrary, no recipient of Stock Consideration under this Agreement may sell,
transfer or convey any portion of the Stock Consideration received without
providing to Buyer mutually acceptable assurances in respect of satisfaction of
indemnification obligations;

                                      -19-
<PAGE>

            (e) Each and every controversy or claim arising out of or relating
to indemnification for Damages pursuant to Article 7 of this Agreement, which
the Indemnifying Party and the Indemnified Party (the "Parties") have not
resolved, shall be resolved by arbitration in accordance with the rules of the
American Arbitration Association ("AAA") as modified by this Agreement. Each
party shall select one arbitrator and the two such selected arbitrators shall
select a third arbitrator (who shall not be appointed by the Parties) selected
from the AAA. Judgment upon the award rendered in such arbitration shall be
final and binding upon the Parties and may be entered in any court having
jurisdiction thereof. Notice of the demand for arbitration shall be filed in
writing with the other party and with the office of the AAA, located in
Manhattan, New York, which such demand shall set forth in the same degree of
particularity as required for complaints under the Federal Rules of Civil
Procedure the claims to be submitted to arbitration. Additionally, the demand
for arbitration shall include appropriate copies of all documents on which the
claims are based and a list of all persons who the party seeking arbitration
will call as witnesses with respect to such claims. The arbitration shall take
place in Manhattan, New York. This agreement to arbitrate may be specifically
enforced by a court of competent jurisdiction under the applicable law of the
State of New York pertaining to arbitrations. The arbitrator shall have the
authority and jurisdiction to enter any pre-arbitration awards that would aid
and assist the conduct of the arbitration or preserve the Parties' rights with
respect to the arbitration as the arbitrator shall deem appropriate in his
discretion. The award of the arbitrator shall be in writing and it shall specify
in detail the issues submitted to arbitration and the award of the arbitrator
with respect to each of the issues so submitted. The provisions of the Federal
Rules of Civil Procedure relating to the right of discovery in civil actions
shall be applicable to such arbitration proceedings except as modified by the
terms of this Agreement. Within thirty (30) days after the commencement of any
arbitration proceeding under this Agreement, each party shall file with the
arbitrator its contemplated discovery plan outlining the desired documents to be
produced, the depositions to be taken and any other discovery action sought in
the arbitration proceeding. After a hearing, the arbitrator in an interim award
shall fix the scope and content of each Party's discovery plan as the arbitrator
deems appropriate. The arbitrator shall have the authority to modify, amend or
change such interim award fixing the discovery plans of the Parties upon
application by a Party, if good cause appears for doing so. The "Prevailing
Party" as determined by the arbitrator shall be entitled to recover from the
losing party reasonable expenses, attorneys' fees and costs incurred in
connection therewith and in the enforcement or collection of any judgment or
award rendered therein. The "Prevailing Party" means the Party determined by the
arbitrator to have most nearly prevailed, even if such Party does not prevail in
all matters, or is not the Party in whose favor an award is rendered. Included
within the cost recoverable pursuant to the terms of this Section shall be
included service of process costs, filing fees, arbitration fees, arbitrators'
fees, court and reporter costs, investigative costs, and expert witness fees.
The award pursuant to such arbitration will be final, binding and conclusive.

            (f) The parties hereto acknowledge and confirm that the
indemnification procedures described in this Article shall be the sole and
exclusive remedies available to them for any breach or non-fulfillment of the
representations, warranties, covenants, agreements and other provisions of this
Agreement.

            7.7 Guaranty. Each Interestholder other than the Pero Parties (each,
a "Guarantor" and collectively the "Guarantors") hereby unconditionally,
irrevocably and absolutely guarantees to the Buyer, the collection in connection
with the performance of all obligations of the Pero Parties under Sections 3.1
and 3.2 of this Agreement (the "Guaranteed Obligations") to the extent set forth
in this Section, and as limited by Section 7.6; provided, however, that the
obligations of such Guarantor or Guarantors under this Section 7.7 shall not
exceed (a) the percentage set forth on Schedule 2.2 by his or its name
multiplied by (b) the Guaranteed Obligations. Such guaranty will not terminate
until the Guaranteed Obligations have been performed in full by the Pero Parties
or performance has been waived by the Buyer.

                  Upon a determination made in accordance with arbitration
procedures substantially the same as those set forth in Section 7.6 (e) hereof
that any of the Pero Parties have not performed a Guaranteed Obligation (a
"Determination"), and the confirmation of such Determination by a court of
competent jurisdiction (a "Judgment"), the Buyer may seek payment for such
failure from any of the Pero Parties upon such Judgment. In the event that after
making a reasonable effort to collect payment based on the Judgment, the
Judgment is returned unsatisfied, in whole or in part, Buyer may, at its option,
proceed directly and at once, upon the giving of the notice required in Section
8.2 hereof, against each Guarantor, to collect and recover the full amount of
his or her liability hereunder, or any portion thereof.


                                      -20-
<PAGE>

                  These guarantees are guarantees of collection (i.e., they are
contingent upon first resorting to another source (in this case the Pero
Parties)) and not guarantees of performance (i.e., a guarantee not contingent
upon first resorting to another source). The obligations of the Guarantors
hereunder are as surety only, and the Guarantors do not waive any legal
obligation, duty or necessity for the Buyer to proceed first against the Pero
Parties, as set forth above.

                  The obligations of the Guarantors hereunder shall not be
subject to any counterclaim, setoff, deduction or defense based upon any claim
the Guarantors or any Transferor may have against the Buyer or any of its
affiliates, except for those arising under this Agreement, and shall remain in
full force and effect until all Guaranteed Obligations have been performed in
full, without regard to (and shall not be released, discharged or in any way
affected by), any circumstance or condition, except as set forth herein.

                  This guaranty is (i) a continuing guaranty and shall remain in
full force and effect until all the Guaranteed Obligations have been satisfied
in full, and (ii) shall continue to be effective or be reinstated, as the case
may be, if at any time any performance of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by Buyer upon the insolvency, bankruptcy
or reorganization of any of the Pero Parties or otherwise, all as though such
performance had not been made. The obligations of the Guarantors shall not be
impaired, diminished or discharged, in whole or in part, by any extension of
time granted by the Buyer, by the release of any Guarantor, or by any act,
omission, event or circumstance which might operate to discharge a Guarantor in
whole or in part or which might operate as a defense, in whole or in part, to
any obligation of a Guarantor or which might invalidate, in whole or in part, a
guarantee.

                  Buyer may not pursue any of its rights or remedies hereunder
against any Guarantor without concurrently pursuing its rights or remedies
against each other Guarantor.

                  Pero shall indemnify and hold harmless the Guarantors and
their successors and assigns from and against any and all Damages, which arise
out of or are based upon the material non-performance, partial or total, of any
covenant made by the Pero Parties pursuant to Sections 3.1 and 3.2 of this
Agreement.

            7.8 Setoff.

            (a) In addition to all other rights and remedies Buyer may have,
Buyer may set off any amount to which it may be entitled from any Transferor
under this Section 7 (the "Retained Amount") against amounts payable to such
Transferor, pursuant to this Agreement or the Notes, but only in accordance with
the provisions of this Section 7.8. For purposes of this Section 7.8, each claim
for which Buyer is entitled to setoff certain amounts in accordance with the
previous sentence shall be referred to as a "Claim". Neither the exercise of,
nor the failure to exercise such right to setoff will constitute an election of
remedies or limit Buyer in any manner in the enforcement of any other remedies
that may be available to it. If a Claim arises hereunder, the following terms
and conditions shall apply with regard to Buyer's setoff rights:


                                      -21-
<PAGE>

                  (i) If Buyer chooses to exercise its setoff rights, Buyer
            shall, instead of making payments due to any Transferor from time to
            time hereunder or under the Notes or otherwise, pay to Robinson Brog
            Leinwand Greene Genovese & Gluck P.C. to hold as escrow agent (the
            "Escrow Agent") cash in the amount of the Retained Amount, (each
            payment called an "Escrow Deposit" and the aggregate of all such
            payments, together with the interest earned thereon, less any
            payments from escrow, called the "Escrow Funds"), until there is a
            final determination, adjudication or settlement regarding the amount
            of Damages suffered by Buyer as a result of such Claim (the "Loss").
            The Escrow Funds shall first be used to satisfy Buyer for the amount
            of the Loss. To the extent the amount of the Escrow Funds exceeds
            the amount of the Loss, such excess funds shall be delivered to the
            applicable Transferor or Transferors. If the Escrow Funds are less
            than the amount of the Loss, the entire amount of the Escrow Funds
            shall be returned to Buyer, and Buyer shall be entitled to any
            additional Damages in accordance with, and as limited by, this
            Article 7. All payments required pursuant to this Section shall be
            made by the Escrow Agent promptly, and in no event more than 10 days
            following receipt of the final determination, adjudication or
            settlement documents or other written instructions duly executed by
            the Parties.

            (b) The parties shall enter into an Escrow Agreement in the form
annexed hereto as Exhibit G at the time of the first Escrow Deposit.

      8. MISCELLANEOUS.

            8.1 Expenses. Except as otherwise expressly provided herein, each
party hereto will pay its own costs and expenses, including legal and accounting
expenses, related to the transactions provided for herein, irrespective of when
incurred.

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

If to Buyer:                        OPTIGENEX Inc.
                                    750 Lexington Avenue, 20th Floor
                                    New York, NY 10022
                                    Attn: Richard S. Serbin

with a copy to:                     Blank Rome LLP
                                    405 Lexington Avenue
                                    New York, New York 10174
                                    Attn:  Robert J. Mittman, Esq.

If to the Company:                  CampaMed LLC
                                    225 Long Avenue
                                    Hillside, New Jersey  07205
                                    Attn:  Gerald E. Morris


                                      -22-
<PAGE>


with a copy to:                     Robinson Brog Leinwand
                                    Greene Genovese & Gluck P.C.
                                    1345 Avenue of the Americas
                                    New York, New York  10105-0143
                                    Attn:  Avron I. Brog, Esq.

If to the Interestholders:          Pero Family Limited Partnership
                                    1651 Rupert Road
                                    Sandgate, VT 05250
                                    Attn:  Dr. Ronald W. Pero

                                    Ronald W. Pero
                                    1651 Rupert Road
                                    Sandgate, VT 05250

                                    Michael W. Moers
                                    200 Central Park South, #4E
                                    New York, NY  10019

                                    Gerald E. Morris
                                    437 Madison Avenue, 39th Floor
                                    New York, New York  10022

                                    Oxigene Inc.
                                    230 Third Avenue
                                    Waltham, MA 02451
                                    Attn: Fred Driscoll

                                    E. Gerald Kay
                                    3 Isabella Place
                                    Glen Rock, NJ  07452

                                    Allen Williams
                                    Flat 12, Rochford Lofts
                                    Pollards Close
                                    Rochford
                                    Essex, SS4 1GB

                                    Anthony Worth
                                    31 Edgecliff Road
                                    Montclaire, NJ  07043

or at such other address as the party shall designate in a written notice to the
other parties hereto, given in accordance with this Section 8.2. 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); or (iii) if sent by certified mail, three days
after deposit in the mail.


                                      -23-
<PAGE>

            8.3 Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, that no party hereto may assign or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of the other parties hereto. This Agreement shall be binding upon
and is solely for the benefit of each of the parties hereto and their respective
successors and assigns, and nothing in this Agreement is intended to confer upon
any other person any rights or remedies of any nature whatsoever under or by
reason of this Agreement.

            8.4 Seller's Representative. The Seller hereby appoints Gerald
Morris to serve as its representative (the "Seller's Representative") for the
purposes of this Purchase Agreement and the Escrow Agreement.

            8.5 Entire Agreement. This Agreement and any other agreements
entered into between the parties pursuant to any provision hereof constitute and
contain the entire agreement of the parties and supersedes any and all prior
negotiations, correspondence, understandings and agreements between the parties
respecting the subject matter hereof.

            8.6 Amendment. This Agreement may be amended only by a writing
signed by all of the parties hereto.

            8.7 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
entered into and wholly to be performed in the State of New York.

            8.8 Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to the extent possible.
In any event, all other provisions of this Agreement shall be deemed valid and
enforceable to the fullest extent possible.

            8.9 Headings. The headings contained herein have been inserted for
the convenience of the parties, and shall not be used to determine the
construction or interpretation of this Agreement.

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

            8.11 Counsel. The parties to this Agreement do further state that
they have been represented by counsel of their own choice in arriving at this
Agreement and that this Agreement represents the product of their negotiations.


                                      -24-
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.


                                        OPTIGENEX INC.


                                        By:   /s/ Richard Serbin
                                              -------------------------------
                                              Name: Richard Serbin
                                              Title: President

                                        CAMPAMED LLC


                                        By:   /s/ Ronald W. Pero
                                              -------------------------------
                                              Name:  Ronald W. Pero
                                              Title:  Managing Member

                                        PERO FAMILY LIMITED PARTNERSHIP



                                        By:   /s/ Ronald W. Pero
                                              -------------------------------
                                              Name:  Ronald W. Pero
                                              Title:  General Partner

                                        /s/ Michael W. Moers
                                        -------------------------------
                                        Michael W. Moers


                                        /s/ Gerald E. Morris
                                        -------------------------------
                                        Gerald E. Morris


                                        OXIGENE INC.


                                        By: /s/ Frederick W. Driscoll
                                              Name:  Frederick W. Driscoll
                                              Title:

                                        /s/ E. Gerald Kay
                                        -------------------------------
                                        E. Gerald Kay

                                      -25-


<PAGE>

                                        /s/ Allen Williams
                                        -------------------------------
                                        Allen Williams


                                        /s/ Anthony Worth
                                        -------------------------------\
                                        Anthony Worth


                                        /s/ Ronald W. Pero
                                        -------------------------------
                                        Ronald W. Pero


                                      -26-