EXHIBIT 10.49

(Agreement to Terminate Termination, Release and Consulting 
Agreement with Jesse W. Houdeshell dated December 18, 1995)
<PAGE>
                     AGREEMENT TO TERMINATE 
          TERMINATION, RELEASE AND CONSULTING AGREEMENT

     This Agreement To Terminate Termination, Release And
Consulting Agreement (the "Agreement") is made this 18th day of
December , 1995, by and between InnoVet, Inc., a Florida
corporation, (the "Company"), 14266 U. S. Highway 1, Suite 206,
Juno Beach, Florida 33408 and Dr. Jesse W. Houdeshell ("JWH"), 
residing at 7721 Wexford Way, Port St. Lucie, Florida 34986.

                            RECITALS

     WHEREAS, the Company and JWH entered into a Termination,
Release And Consulting Agreement dated February 23, 1994, related
to JWH's employment as an officer and position as a director of the
Company; and

     WHEREAS, the Company and JWH are interested in terminating the
Termination, Release and Consulting Agreement provided adequate
consideration is given to JWH and the parties are protected from
claims and liabilities against each other. 

     NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration the parties, intending to be
legally bound, agree as follows:

     1.   Termination of Prior Agreement.

     The Termination, Release And Consulting Agreement dated
February 24, 1994 between the Company and JWH is hereby terminated.

     2.   Consideration to JWH.

     The Company shall pay JWH the sum of $5,000 as soon as
possible but not later than 60 days from the date of this
Agreement.

     The Company shall assign to JWH the following:

          a.   A termination agreement related to the payment of
$100,000 to the Company by Agmen, Inc. and Meat Quality, Inc.  A
copy of the assignment and termination agreement is attached as
Exhibit A and incorporated by reference.  The recognized value of
the termination agreement for purposes of this Agreement is $0.00.

          b.   A promissory note in which Bio Quest, Inc. is the
obligor and the Company is the payee with a stated value of
$30,000.  A copy of the promissory note with enclosures is attached
as Exhibit B and incorporated by reference.  The recognized value
of the promissory note for purposes of this Agreement is $0.00.  

          c.   A promissory note in the amount of $75,000 in which
the obligor is Biolab, Inc.  and the Company is the payee.  A copy
of the promissory note with enclosures is attached as Exhibit C
with enclosures and incorporated by reference. For purposes of this
Agreement the promissory note has a value of $0.00.

          d.   Forty thousand (40,000) shares of restricted common
stock of Protein Delivery, Inc. owned by the Company.  A copy of
the stock certificate and blank stock power transferring the stock
to JWH is attached as Exhibit D and incorporated by reference.  For
purposes of this Agreement the restricted common stock has a value
of $20,000.

          3.   Covenant Not To Compete.  JWH hereby agrees that
from the date of this Agreement and through March 31, 1999, he will
not engage in any business that competes with the Company with
respect to technologies or products owned or being developed,
licensed or sold by the Company on the date of this Agreement,
including without limitation IVET-629 and the sex selector
technology (the method of separating female-producing sperm cells
from male-producing sperm cells, in semen by way of monoclonal
antibodies).  JWH acknowledges that the foregoing covenant not to
compete is reasonable and necessary for the protection of the
Company and is agreed to as an inducement to the Company and as
part of the consideration under this Agreement.  JWH shall not be
in any respect whatsoever personally involved in any such
operations which would be competitive with the products or
technologies owned by the Company, under development, licensed or
sold on the date of this Agreement.

     Ten days before accepting any employment or consulting
arrangement with any animal health business which would be
competitive with the products or technologies owned by the Company,
under development, licensed or sold on the date of this Agreement,
JWH shall notify the Company in writing, and provide a written job
description of the contemplated services to be rendered and to
whom.  Ten days after receipt, if the Company believes that the
contemplated services to be rendered by JWH materially breach the
covenant not to compete clause, it shall notify JWH in writing and
address with specificity the basis for its position.  JWH shall
than have ten days within which to respond in writing that he
either (i) will reject the subject employment opportunity or (ii)
will litigate the matter pursuant to paragraph 10 below as to the
issue of whether or not the contemplated employment would violate
the terms of paragraph 3 of this Agreement.  In the event that JWH
elects to litigate, JWH shall not accept employment any earlier
than thirty days from the date a complaint is filed, provided,
however, that this provision is not intended to be a waiver of any
rights by the Company.

     4.   No Revival of Rights; Continuing Effectiveness of Section
          XIV of Employment Agreement.

     It is the intent of the parties that this Agreement shall not
have the effect of reviving any rights which JWH had in the
Employment Agreement dated December 31, 1991.  However, Section XIV
of the Employment Agreement prohibiting disclosure of confidential
information through March 31, 1999 remains in effect.  This
provision is incorporated by reference and is made a part of this
Agreement.

     5.   Release of InnoVet, Inc. by JWH.

     On behalf of himself, his heirs, executors, personal
representatives, administrators, successors and assigns and any
person he represents, JWH for good and sufficient consideration,
the receipt of which is hereby acknowledged, hereby releases and
forever discharges the Company, its present and former agents,
parent corporations, predecessors, successors, attorneys,
accountants, subsidiaries, affiliates, officers, directors,
shareholders and assigns from any and all claims and causes of
action of any nature or description, which have been or could have
been asserted, whether such claims or causes of action are known or
unknown, suspected or unsuspected, now exist, hereafter exist or
heretofore existed in favor of JWH, arising out of JWH's employment
with the Company, a document entitled "Employment Agreement",
bearing the date December 31, 1991, a document entitled
"Termination, Release And Consulting Agreement", bearing the date
February 23, 1994, and any other dealings between JWH and the
Company, except any actions or omissions of the Company or JWH
occurring after the date of this release, including any breach of
this Agreement and any party's right to enforce this Agreement.

     6.   Release of JWH by InnoVet, Inc.

     On behalf of itself, its officers, directors and agents, for
good and sufficient consideration, the receipt of which is hereby
acknowledged, the Company, hereby releases and forever discharges
JWH, his heirs, executors, personal representatives,
administrators, successors and assigns and any person he represents
from any and all claims and causes of action of any nature or
description, which have been or could have been asserted, whether
such claims or causes of action are known or unknown, suspected or
unsuspected, now exist, hereafter exist or heretofore existed in
favor of the Company, arising out of JWH's employment with the
Company, a document entitled "Employment Agreement", bearing the
date December 31, 1991, a document entitled "Termination, Release
And Consulting Agreement", bearing the date February 23, 1994, and
any other dealings between the Company and JWH, except any actions
or omissions of the Company or JWH occurring after the date of this
release, including any breach of this Agreement and any party's
right to enforce this Agreement.

     7.   Confidentiality.

     The parties hereby represent, warrant and agree that they 
will keep confidential all settlement discussions and agreements
entered into between them, including all terms and amounts
discussed and paid under this Agreement, and the facts and
circumstances of any dispute that may have existed between them;
and further agree not to discuss such matters to anyone in any
manner unless such disclosure is pursuant to valid legal process,
an unsolicited request of a regulatory agency with a legal right to
demand such information or as otherwise required by law.

     8.   No Assignment.

     JWH has not assigned or transferred, or attempted to have
assigned or transferred to any person or entity, his rights under
this Agreement.  JWH possesses actual lawful authority and
competency to execute this Agreement.  He agrees to indemnify,
defend and hold the Company harmless from and against any and all
claims arising out of any such assignment or transfer or attempted
assignment or transfer, or any portion thereof or interest therein.

     9.   Binding Effect.

     This Agreement shall be binding upon the Company and JWH and
their respective heirs, administrators, legal representatives,
executors, predecessors, successors and assigns.

     10.  Resolution of Disputes.

     Any dispute, claim or controversy arising out of or related to
this Agreement or the breach thereof shall be governed by Florida
law and resolved by litigation in Palm Beach County, Florida before
a judge.  The parties hereby waive their right to a trial by jury. 
The prevailing party in any such litigation shall be entitled to
reasonable attorneys fees and costs.  
     11.  Complete Understanding.

     This Agreement constitutes the complete understanding of the
parties and may not be altered, modified, amended or rescinded
except in writing and signed by the parties hereto.

     This Agreement has been executed by the parties hereto on the
date shown in the first paragraph.

Jesse W. Houdeshell                InnoVet, Inc.


/S/  Jesse W. Houdeshell           /S/  Scott P. Cielewich
----------------------------       --------------------------------
                                   Scott P. Cielewich, Executive
                                   Vice President and Chief
                                   Financial Officer