TECHNICAL SERVICES AGREEMENT

                          For Research and Development

                            AGREEMENT NUMBER CP044223

                            LABOR AND MATERIALS Type

Battelle  Memorial   Institute,   through  its  Commercial  Business  Operations
(BATTELLE)  agrees to provide to  Volu-Sol,  Inc.  (CLIENT)  technical  research
services,  substantially  in accordance with BATTELLE's  Proposal No.  CP044223,
(the Project) and the  Memorandum-of-Understanding to be executed within 30 days
of the execution of this Agreement, both incorporated herein by reference, under
the following terms and conditions:

                         1. ACCEPTANCE AND COMMENCEMENT

BATTELLE's  Proposal  may be  accepted  within  sixty (60) days from the date of
BATTELLE's signature below.  BATTELLE will begin work within thirty (30) days of
receipt of this Agreement executed by CLIENT. The Project period is estimated as
five (5) months from commencement.

                                   2. PAYMENT

CLIENT agrees to pay BATTELLE's  charges for labor services,  estimated at Eight
Hundred  Thousand  Dollars  and No Cents  ($800,000.00)  plus  charges for other
expenses  incurred in the performance of the Project,  without set-off,  payable
within thirty (30) days of the date of  semimonthly  invoices.  CLIENT agrees to
make  payment to BATTELLE in the form of a check for 50% of the  invoiced  labor
charges, and the remaining 50% from CLIENT under an arrangement to be determined
within  five (5) days after  execution  of this  Agreement.  CLIENT  will not be
required to reimburse,  and BATTELLE  shall not be required to incur any charges
in excess of the estimate stated above,  unless mutually agreed upon in writing.
Invoices  not paid within  thirty (30) days of the date of invoice  shall accrue
interest at the rate of two (2)  percent per month.  In the event the parties do
not execute and enter into the Memorandum of Understanding within 30 days of the
execution of this Agreement,  then BATTELLE will be entitled to a reduced equity
position based upon the amount of charges incurred.

Travel,  materials,  consultants,  and other non-labor charges will be billed in
addition to the above amount.

CLIENT will  provide a check for deposit  prior to  commencement  of work in the
amount of  $100,000.00.  The  deposit  amount  will be  returned  to CLIENT upon
receipt of final payment, or applied to the final invoice, at CLIENT's option.

                            3. INTELLECTUAL PROPERTY

All intellectual  property rights for this program will be established by mutual
agreement in the MOU. In the event the parties do not execute and enter into the
Memorandum-of-Understanding  within 30 days of the execution of this  Agreement,
then  BATTELLE  and  CLIENT  will  have  joint   ownership  to  inventions   and
Intellectual Property developed under the Phase I program only, and either party
may use the Intellectual Property royalty free and without further obligation to
the other, and any background information, Intellectual Property, or proprietary
information of either party will remain the property of that party.

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                          4. NO ENDORSEMENT/LITIGATION

BATTELLE does not endorse products or services. Therefore, CLIENT agrees that it
will  not  use  or  imply  BATTELLE's  name,  or  use  BATTELLE's  reports,  for
advertising, promotional purposes, raising of capital, recommending investments,
or any way that  implies  endorsement  by  BATTELLE,  except with prior  written
approval of an officer of BATTELLE.

BATTELLE does not undertake Projects for the purposes of litigation or to assign
fault or blame and does not provide expert witness services.  Therefore,  CLIENT
agrees not to use any Project results in any dispute, litigation, or other legal
action,  except for the  prosecution  and  litigation of patents  resulting from
inventions  assigned to CLIENT  hereunder  and except  defensively  in disputes,
litigation,  or other legal  action not pending or  contemplated  at the time of
execution of this Agreement.

In any event, if, at any time, BATTELLE or its employees are required to respond
to any  subpoenas,  orders for  attendance at  depositions,  hearings or trials,
document  requests,  or other  legal  proceedings  as a result of or relating to
BATTELLE's work on the Project, CLIENT agrees to reimburse BATTELLE, in addition
to any other amounts  payable under this  Agreement,  BATTELLE's  labor charges,
attorney  time  and/or  fees,  travel,   photocopying  and  other  miscellaneous
expenses.

                               5. CONFIDENTIALITY

BATTELLE agrees not to disclose the specific  results of the Project as embodied
in reports and  correspondence  transmitted to CLIENT,  and not available to the
public generally,  without CLIENT's written consent,  except as required by law,
or except as necessary to protect BATTELLE's  intellectual property rights, such
as  filing  for  patent(s).  Acceptance  of this  Agreement  does  not  preclude
BATTELLE's undertaking work in this general field for others.

If  proprietary  information  other than Project  results is disclosed by either
party to the other in connection  with the  performance of this  Agreement,  the
receiving party agrees that such  information  shall be maintained in confidence
for a period of five (5) years from the date of termination of this Agreement as
may be amended,  provided that such information is clearly identified in writing
as proprietary.  Oral disclosures of proprietary  information must be identified
as  proprietary  at the time of  disclosure  and  must be  followed  by  written
confirmation  within  two  (2)  weeks.  The  parties  shall  not be  liable  for
disclosures made inadvertently or by mistake, providing the parties exercise the
same standard of care to protect the information  received as they do to protect
their own proprietary  information.  These  obligations with respect to handling
proprietary   information  shall  not  be  applicable  to  the  following:   (a)
information  that is now in, or hereafter  enters,  the public domain through no
fault of the receiving  party;  (b) information that was previously known by the
receiving party  independently of the disclosing  party; (c) information that is
independently  developed  by  the  receiving  party;  (d)  information  that  is
disclosed with the written  approval of the other party; or (e) information that
is received from a third party without a duty of confidentiality.

No license to the other  party,  under any  trademark,  patent,  or copyright is
either granted or implied by conveying  information  to that party.  None of the
information  that may be submitted or exchanged by the respective  parties shall
constitute any representation,  warranty, assurance,  guarantee or inducement by
either party to the other with respect to infringement  of trademarks,  patents,
copyrights  or any  right of  privacy,  or other  rights of third  persons.  The
confidentiality  obligations of this paragraph  shall survive the termination or
expiration of this Agreement.

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                           6. LIMITATION OF LIABILITY

BATTELLE will provide a high standard of professional  service on a best efforts
basis.  However,  BATTELLE,  as a provider of such  services,  cannot  guarantee
success;  thus  BATTELLE  MAKES NO  WARRANTY OR  GUARANTEE,  EXPRESS OR IMPLIED,
INCLUDING WITHOUT  LIMITATION  WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY,  FOR ANY REPORT,  DESIGN,  ITEM, SERVICE, OR OTHER RESULT TO BE
DELIVERED UNDER THIS AGREEMENT.

Except for  liability  for injury to  persons  or damage to  property  occurring
during  performance  of the Project on  BATTELLE-owned  premises  where fault of
CLIENT  is  not  a  contributing   cause,   CLIENT  agrees:  1)  to  assume  all
responsibility  for  CLIENT's  use,  misuse,  or  inability  to use the  Project
results;  2) to release  BATTELLE  from any  liability  to CLIENT  for  damages,
including but not limited to any indirect,  incidental or consequential damages,
arising from or in  connection  with this  Agreement  and any services  provided
under  it;  and 3) to  indemnify  and hold  BATTELLE  harmless  from any and all
liabilities,  suits, claims,  demands and damages, and all costs and expenses in
connection  therewith,   in  any  manner  relating  to  this  Agreement  or  its
performance, asserted by third parties from any cause whatsoever.

                              7. NATURE OF SERVICES

CLIENT  agrees  that  BATTELLE is an  independent  contractor  and  specifically
acknowledges  that  BATTELLE  is  a  service   provider,   not  a  manufacturer,
distributor or supplier.  CLIENT retains all final decision making authority and
all  responsibility  for  the  formulation,   design,   manufacture,   assembly,
packaging,  marketing,  distribution and sale of CLIENT's  products,  including,
without limitation, product labeling, warnings, instructions to users, reporting
and for  obtaining  any  governmental  or other  pre- or  postmarket  approvals,
certifications, registrations, licenses, or permits.

                         8. PRODUCT LIABILITY INSURANCE

CLIENT shall maintain adequate product liability  insurance  coverage in amounts
customary and prudent for a  responsible  entity in its industry in light of the
nature of its  product(s).  Such insurance shall  specifically  cover any CLIENT
products  that may be  developed  in whole or in part based on  BATTELLE's  work
under this Agreement,  and CLIENT shall provide  evidence of such insurance upon
request.

                                9. FORCE MAJEURE

Neither  CLIENT nor  BATTELLE  shall be liable in any way for failure to perform
any provision of this Agreement (except payment of monetary obligations) if such
failure  is caused by any law,  rule,  or  regulation,  or any cause  beyond the
control of the party in default.

                              10. EARLY TERMINATION

Either party shall have the right to terminate  this  Agreement upon thirty (30)
days written notice for any good-faith basis. Not withstanding the foregoing, in
the event the  parties do not  execute  and enter into the MOU within 30 days of
the execution of this  Agreement,  then BATTELLE may terminate this Agreement on
notice. In the event of early termination, other than for failure to execute and
enter into an

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Memorandum-of-Understanding  within 30 days of the execution of this  Agreement,
BATTELLE  agrees  to  provide  CLIENT  with  all  reports,  materials,  or other
deliverable  items  available as of the date of the  termination,  provided that
CLIENT is not in default of its obligations under this Agreement.  In any event,
CLIENT  agrees to pay all charges  incurred or committed by BATTELLE,  including
costs of termination,  within thirty (30) days of receipt of a final invoice. In
the   event   the    parties    do   not    execute    and   enter    into   the
Memorandum-of-Understanding  within 30 days of the execution of this  Agreement,
then all jointly developed materials, reports or other deliverable items will be
dispersed in conjunction with the terms of Section 3 above.

                              11. ENTIRE AGREEMENT

This  Agreement,  including the Proposal  incorporated  herein,  represents  the
entire  Agreement  of the  parties  and  supersedes  any  prior  discussions  or
understandings,  whether written or oral, relating to the subject matter hereof.
This  Agreement may be modified or amended only by mutual  agreement in writing.
No course  of  dealing,  usage of trade,  waiver,  or  non-enforcement  shall be
construed  to  modify or  otherwise  alter  the  terms  and  conditions  of this
Agreement. In the event of any conflict or inconsistency between these terms and
conditions and the Proposal, these terms and conditions shall control.

                               12. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of
and enforced within the jurisdiction of the State of Ohio.

                                13. MISCELLANEOUS

This Agreement may not be assigned in whole or in part without the prior written
approval of both parties. In any event, however, this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by and against the successors,
assigns and  transferees of the parties.  If any part of this Agreement shall be
held invalid or unenforceable,  such invalidity and  unenforceability  shall not
affect any other  part of this  Agreement.  Captions  used as  headings  in this
Agreement are for convenience  only and are not to be construed as a substantive
part of this Agreement.

      Volu-Sol, Inc.                          BATTELLE MEMORIAL INSTITUTE
                                            Commercial Business Operations

By                                      By
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Name                                    Name
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Title                                   Title
      -----------------------------           -------------------------------

Date                                    Date
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