EXHIBIT 10.13

           BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT

      THIS BRIDGE LOAN AND CONTROL  SHARE  PLEDGE AND SECURITY  AGREEMENT  (this
"Agreement") is made this October 11, 2005, by and among ULURU, INC., a Delaware
corporation ("Borrower"), OXFORD VENTURES, INC, a Nevada corporation ("Lender"),
and Kerry P. Gray, the Borrower's controlling shareholder (the "Shareholder").

                              W I T N E S S E T H:

      WHEREAS,  Lender and Borrower have agreed upon the terms and conditions of
a  merger  (the   "Merger")   and  related   transactions   (collectively,   the
"Transactions"),  as set forth in the Term  Sheet  attached  hereto as Exhibit A
(the "Term Sheet"); and

      WHEREAS, simultaneously herewith Lender has consummated a bridge financing
from Highgate House Funds, Ltd. and Prenox, LLC of up to $15 million through the
issuance of a series of secured convertible debentures (the "Bridge Loan");

      WHEREAS,  to provide  Borrower with  sufficient  working capital to enable
Borrower to acquire  certain  pharmaceutical  assets  (the "Asset  Acquisition")
while Lender and Borrower prepare the documentation necessary and appropriate to
consummate the Transactions and obtain all necessary approvals from stockholders
and third parties,  Lender has agreed to utilize  certain of the proceeds of the
Bridge Loan to provide Borrower with a temporary loan; and

      WHEREAS,  in order to secure the  Borrower's  obligations  under such loan
including,  but not limited to, the  Borrower's  obligations  under the Note and
Security  Agreement  (hereinafter  referenced),  each  dated  as  of  even  date
herewith,  the  Shareholder  has agreed to issue and pledge to the Lender  1,200
shares of the Borrower's common stock (the "Borrower Control Shares") which will
constitute   54.5%  of  the  outstanding   capital  stock  of  Borrower,   on  a
fully-diluted  basis, and the Borrower has agreed to issue no additional  shares
of capital stock;

      NOW,  THEREFORE,  in  consideration  of the  premises  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Borrower and the Lenders, intending to be legally bound, agree as
follows:

                                ARTICLE I - LOAN

      1.1.  Loan.  Lender agrees, on the terms and conditions of this Agreement,
to make loans to Borrower in an amount up to Ten Million, Seven-Hundred Thousand
Dollars  ($10,700,000) (the "Commitment"),  subject to the further terms hereof.
Upon the  execution  and  delivery of this  Agreement,  the Lender shall loan to
Borrower the amount of Ten Million, Seven-Hundred Thousand Dollars ($10,700,000)


<PAGE>

(the "Loan").  Upon written  instruction,  the Borrower may direct the Lender to
pay directly a portion of the Loan to the Borrower's creditors or other entities
directly without that portion of the Loan passing through the Borrower. The full
outstanding principle balance of the Loan may be prepaid on any Business Day and
shall in any case be repaid in full on the date which is 120 days after the date
hereof (the "Due Date").

      1.2.  The Note.  Borrower has authorized the issuance of a promissory note
(the "Note") made in favor of Lender by Borrower, which shall be in the form set
forth in  Exhibit B  attached  hereto.  In Lieu of  interest  on the  Loan,  the
Borrower  shall pay a fee on the Commitment at the rate of ten percent (10%) per
annum on the full amount of the  Commitment,  and such fee shall  accrue for the
period  from the date  hereof to the Due Date  regardless  of the actual  amount
borrowed by Borrower or whether the Loan is prepaid  prior to the Due Date,  and
shall be due and payable as provided in Section  1.3;  provided,  however,  that
from and after an Event of Default,  as defined in Article VI hereof (including,
without  limitation,  any failure to pay the outstanding  amount of the Loan and
such fee on the Due Date),  such fee shall increase to fifteen percent (15%) per
annum in the full  amount of the  Commitment  for the  period  from the Event of
Default until the Loan is repaid in full with any accrued and unpaid fee.

      1.3.  Payments.  Borrower will begin making  consecutive  monthly fee only
payments on the Loan of accrued fee commencing  thirty (30) days the date hereof
and continuing  through the date the Borrower  shall repay the unpaid  principal
amount of the Loan,  together with accrued and unpaid fee;  provided,  that upon
the  closing of the  Merger,  all  amounts  outstanding  under the Loan shall be
forgiven, and the Note shall be deemed repaid in full.

                              ARTICLE II - SECURITY

      As collateral security for Borrower's  obligations hereunder and under the
Note,  Borrower  will  grant  and  pledge  a  security  interest  in  all of its
respective  assets  to  Lender,  upon the  terms and  conditions  of a  Security
Agreement  in the form set forth in  Exhibit C attached  hereto,  which is being
executed and delivered  simultaneously  herewith. As an additional inducement to
Lender to make the Loan  hereunder,  the  Shareholder  will pledge the  Borrower
Control Shares, as provided for below. All certificates  representing Borrower's
equity   ownership  of  its   Subsidiaries,   together  with  all   certificates
representing  the  Borrower  Control  Shares,  shall be  deposited  into  escrow
pursuant  to the Pledge and Escrow  Agreement  (the  "Escrow  Agreement")  being
executed simultaneously herewith

      For purposes of this  Agreement,  a  "Subsidiary"  means any  corporation,
partnership,  joint venture or other entity in which  Borrower has,  directly or
indirectly,  an equity  interest  representing  50% or more of the capital stock
thereof or other equity interests therein.


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<PAGE>

                      ARTICLE III - BORROWER CONTROL SHARES

      3.1   Rights Relating to Borrower Control Shares.  Prior to the occurrence
of an Event of Default (as defined  herein) and the expiration of the applicable
Cure Period,  (i) the Lender  shall have no right to vote the  Borrower  Control
Shares at any meeting of the Borrower's stockholders,  and (ii) the Lender shall
have no right to  assign or  transfer  the  Borrower  Control  Shares.  Upon the
occurrence of such an Event of Default and the continuance thereof following the
expiration of the  applicable  Cure Period,  the Lender shall be entitled (X) to
vote the Borrower  Control  Shares,  and (Y) to assign or transfer such Borrower
Control  Shares,  and to enjoy all other rights and  privileges  incident to the
ownership  of the Borrower  Control  Shares.  Lender  shall  credit  against the
amounts owed on the Loan, any dividends or  distributions  received with respect
to the  Borrower  Control  Shares,  and any proceeds  received  from the sale or
disposition of the Borrower  Control Shares.  3.2 Release of Pledged Shares from
Pledge and Borrower Control Shares from Escrow.  Upon the payment of all amounts
due to the Lender under the Loan  Documents  (as defined  below) by repayment in
accordance  with the terms of the Note,  the  parties  hereto  shall  notify the
Escrow Agent to such effect in writing. Upon receipt of such written notice, the
Escrow  Agent shall  return to the party  designated  in the notice the Transfer
Documents  and  the  certificates  representing  the  Borrower  Control  Shares.
Notwithstanding  anything to the contrary contained herein, upon full payment of
all  amounts  due to the  Lender  under  the Loan  Documents,  by  repayment  in
accordance  with the terms of the Note,  this  Agreement  and Lender's  security
interest and rights in and to the Borrower Control Shares shall terminate.

                   ARTICLE IV - REPRESENTATIONS AND WARRANTIES

      Borrower represents and warrants as follows in Section 4.1 to 4.11:

      4.1.  Organization. Borrower is a corporation duly existing under the laws
of Delaware and is qualified and licensed to do business in any  jurisdiction in
which the conduct of its business or its ownership of property  requires that it
be so  qualified,  except where the failure to be so qualified  would not have a
material  adverse effect on the business,  operations,  condition  (financial or
otherwise),  property or prospects of Borrower or any Subsidiary, or the ability
of Borrower or any Subsidiary to carry out their  respective  obligations  under
the Loan  Documents  (as  defined in Section  4.2  below) (a  "Company  Material
Adverse Effect").

      4.2.  Authorization.  All corporate action on the part of Borrower and its
officers, directors and stockholders necessary for the authorization, execution,
delivery and  performance of all  obligations of Borrower under this  Agreement,
the Note, the Security  Agreement,  the Escrow Agreement and all other documents
necessary or  desirable in  connection  with the Loan  (collectively,  the "Loan
Documents") to which any of them may be a party have been taken. This Agreement,
the Notes, and the Security Agreement,  when executed and delivered by Borrower,
shall constitute legal, valid and binding  obligations of Borrower,  enforceable
against Borrower in accordance with their terms,  except as such  enforceability
may be limited by applicable bankruptcy,  insolvency, moratorium or similar laws
affecting   creditors'  rights  and  the  enforcement  of  debtors'  obligations
generally and by general principles of equity, regardless of whether enforcement
is pursuant to a proceeding in equity or at law.


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<PAGE>

      4.3.  Absence of Conflicts.  The  execution,  delivery and  performance of
this  Agreement is not in conflict  with nor does it  constitute a breach of any
provision  contained  in  Borrower's   organizational  documents,  nor  will  it
constitute an event of default under any material agreement to which Borrower is
a party or by which Borrower is bound.

      4.4.  Consents  and   Approvals.   Borrower  has  obtained  all  consents,
approvals and  authorizations  of, made all  declarations  or filings with,  and
given all  notices  to,  all  governmental  authorities  and  agencies  that are
necessary  for the  continued  operation  of  Borrower's  business as  currently
conducted, or are required by law.

      4.5.  Capitalization. Borrower has 3,000 authorized shares of common stock
and 2,200 issued and  outstanding  shares of common  stock.  The Borrower has no
other authorized,  issued or outstanding  shares of capital stock.  There are no
subscriptions,   convertible  securities,  options,  warrants  or  other  rights
(contingent  or  otherwise)  currently   outstanding  to  purchase  any  of  the
authorized but unissued capital stock of Borrower. Except as contemplated by the
Transactions,  Borrower has no obligation to issue shares of its capital  stock,
or subscriptions,  convertible  securities,  options,  warrants, or other rights
(contingent  or  otherwise)  to purchase  any shares of its capital  stock or to
distribute  to  holders  of  any of  its  equity  securities,  any  evidence  of
indebtedness  or asset.  No shares of  Borrower  capital  stock are subject to a
right of  withdrawal or a right of rescission  under any  applicable  securities
law. There are no outstanding or authorized stock appreciation, phantom stock or
similar  rights with respect to the Borrower.  To the Knowledge of the Borrower,
except as contemplated  by this Agreement,  there are no agreements to which the
Borrower  is a  party  or by  which  it is  bound  with  respect  to the  voting
(including without limitation voting trusts or proxies),  registration under any
applicable  securities laws, or sale or transfer  (including  without limitation
agreements  relating to pre-emptive  rights,  rights of first  refusal,  co-sale
rights  or  "drag-along"  rights)  of any  securities  of the  Borrower.  To the
Knowledge  (as defined  below) of the Borrower,  there are no  agreements  among
other  parties,  to which  the  Borrower  is not a party  and by which it is not
bound, with respect to the voting (including without limitation voting trusts or
proxies) or sale or transfer  (including without limitation  agreements relating
to rights  of first  refusal,  co-sale  rights or  "drag-along"  rights)  of any
securities of the Borrower.

      4.6.  Litigation.  There are no actions,  suits,  claims,  investigations,
arbitrations or other legal or administrative  proceedings,  to the Knowledge of
Borrower,  threatened  against  Borrower at law or in equity,  and to Borrower's
Knowledge,  there is no basis for any of the foregoing. There are no unsatisfied
judgments,  penalties or awards against or affecting Borrower or its businesses,
properties  or assets.  Borrower  is not in default,  and no event has  occurred
which with the  passage of time or giving of notice or both would  constitute  a
default by Borrower with respect to any order, writ,  injunction or decree known


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<PAGE>

to or served  upon  Borrower  of any court or of any  foreign,  federal,  state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality,  domestic  or  foreign.  There is no action or suit by Borrower
pending or  threatened  against  others.  Borrower has  complied  with all laws,
rules,  regulations and orders applicable to its current  business,  operations,
properties,  assets,  products and services the  violation of which would have a
material  adverse effect.  There is no existing law, rule,  regulation or order,
and Borrower has no Knowledge of any proposed  law,  rule,  regulation or order,
whether foreign,  federal or state,  that would prohibit or materially  restrict
Borrower from, or otherwise  materially adversely affect Borrower in, conducting
its businesses in any jurisdiction in which it is now conducting business.

      As defined in this  Agreement,  "Knowledge"  of Borrower  means the actual
knowledge  by a  director  or  officer  of  Borrower  of a  particular  fact  or
circumstance  or such knowledge as may reasonably be imputed to such person as a
result of his actual  knowledge of other facts or  circumstances  as well as any
other  knowledge which such person would have possessed had they made reasonable
inquiry of  appropriate  employees  and agents of Borrower  with  respect to the
matter in question.

      4.7.  Absence of Certain Events. To the Borrower's Knowledge,  there is no
existing condition, event or series of events which reasonably would be expected
to have a Company Material Adverse Effect.

      4.8   Title  to  Property  and  Assets.  Borrower  does  not own any  real
property. Borrower has good and marketable title to all of its personal property
and assets free and clear of any material restriction,  mortgage, deed of trust,
pledge,  lien,  security  interest or other charge,  claim or encumbrance  which
would have a material  adverse effect.  With respect to properties and assets it
leases,  Borrower is in material  compliance  with such leases and holds a valid
leasehold interest free of any liens,  claims or encumbrances which would have a
material adverse effect.

      4.9.  Governmental  Permits.  Borrower  holds  all  licenses,  franchises,
permits and other governmental authorizations which are required for the conduct
of any aspect of Borrower's  business,  as presently  conducted and as presently
contemplated to be conducted,  including,  but not limited to, all such business
operations contemplated by, or incident to, the Transactions. All such licenses,
franchises, permits and other governmental authorizations are valid and current,
and Borrower has not received any notice that any governmental authority intends
to cancel, terminate or not renew any such license,  franchise,  permit or other
governmental  authorization.  Borrower  has  conducted  and  is  conducting  its
business in compliance with the requirements, standards, criteria and conditions
set  forth  in  such  licenses,   franchises,  permits  and  other  governmental
authorizations,  and all laws and regulations  applicable thereto, and is not in
violation  of  any of  the  foregoing.  The  consummation  of  the  transactions
contemplated  hereunder will not alter or impair or require  changes to any such
license, franchise, permit or other governmental authorization.


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<PAGE>

      4.10  Borrower Control Shares.  The Borrower Control Shares have been duly
authorized and validly issued,  were fully paid and  non-assessable  and, at the
time of  issuance,  were free and clear of all Liens  imposed by the Borrower or
any  other  person.  As used  in this  Agreement  "Lien"  means a lien,  charge,
security interest, right of first refusal,  preemptive right, mortgage,  pledge,
title retention device, or other encumbrance or restriction.

      4.11  Equity  Interests.  The  Borrower  has  no  equity  interest  in any
corporation, partnership, joint venture or other entity.

      4.12  Ownership if Borrower Control Shares. The Shareholder represents and
warrants  that as of the  Closing,  he has  clear  and  marketable  title to the
Borrower Control Shares, and that the Borrower Control Shares are free and clear
of all liens and encumbrances, except as imposed by this Agreement.

                        ARTICLE V - COVENANTS OF BORROWER

      So long as the Note is outstanding,  Borrower  agrees that,  unless Lender
shall give its prior consent in writing, which consent shall not be unreasonably
withheld:

      5.1.  Ordinary  Course.  Borrower  shall  carry  on  its  business  in the
ordinary course substantially as conducted  heretofore,  and shall not engage in
any transaction outside of the ordinary course of business.

      5.2.  Maintain  Properties.  Borrower  shall  maintain its  properties and
facilities  in good  working  order  and  condition,  reasonable  wear  and tear
excepted.

      5.3.  Performance  under  Agreements.  Borrower  shall  perform all of its
obligations under agreements relating to or affecting its assets,  properties or
rights.

      5.4.  Cooperation  with Lender.  Borrower shall  cooperate with Lender and
shall use its reasonable best efforts to consummate the Transactions.

      5.5.  Financial Statements.  Borrower shall provide to Lender prior to the
earlier of the Due Date or the  consummation  of the Merger any such  audited or
unaudited  financial  statements  as  may  be  required  under  applicable  U.S.
Securities  Exchange  Commission  ("SEC")  regulations  for  inclusion  of  such
statements in Lender's SEC and other  regulatory  filings upon and following the
Closing of the Merger.

      5.6.  Maintenance  of Business  Organization.  Borrower shall maintain and
preserve its business organization intact and use its best efforts to retain its
present key employees and  relationships  with  suppliers,  customers and others
having business relationships with Borrower.


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<PAGE>

      5.7.  Compliance with Permits. Borrower shall maintain compliance with all
permits,  laws,  rules and  regulations,  consent orders and all other orders of
applicable courts, regulatory agencies, and similar governmental authorities.

      5.8.  Leases.  Borrower  shall  maintain its present  leases in accordance
with their  respective  terms,  and shall not enter  into new or  amended  lease
instruments.

      5.9.  Payments. Except with respect to fees due to attorneys, accountants,
and investment  bankers relating to the Transactions,  including with respect to
the Loan,  Borrower shall not make any payment,  or incur any obligation to make
any payment or series of payments other than in the ordinary  course of business
in excess of an aggregate of $50,000  without the prior  written  consent of the
Lender.

      5.10. Loan Documents. Borrower shall comply in all respects with the terms
of the Security Agreement and all other Loan Documents.

      5.11. Indebtedness.  Except  as  contemplated  by the  Asset  Acquisition,
Borrower shall not incur any indebtedness other than: (i) trade debt incurred in
the ordinary course of business, (ii) purchase money obligations in the ordinary
course of business up to $25,000,  or (iii) taxes and assessments not delinquent
or actively being contested in good faith by Borrower and for which Borrower has
adequate reserves

      5.12. Liens.  Borrower shall not permit to exist against any of its assets
any Lien except for (i) Permitted Liens (as defined in the Security  Agreement),
(ii) taxes and  assessments  not delinquent or actively being  contested in good
faith by  Borrower  and for  which  Borrower  has  adequate  reserves,  or (iii)
deposits  or  pledges  for  goods or  services  made in the  ordinary  course of
business.

      5.13. Mergers. Except as contemplated by the Transactions,  Borrower shall
not merge or consolidate with or into any other  corporation,  or sell,  assign,
lease or otherwise  dispose of or voluntarily  part with the control (whether in
one transaction or in a series of related  transactions)  of assets (whether now
owned or hereafter  acquired)  having a fair market value of more than $5,000 at
the time(s) of transfer, or sell, assign or otherwise dispose of (whether in one
transaction  or in a series  of  transactions)  any of its  accounts  receivable
(whether now in existence or hereafter  created) at a discount or with recourse,
to any person,  except  sales or other  dispositions  of assets in the  ordinary
course of business.

      5.14. Issuance  of  Capital   Stock.   Except  as   contemplated   by  the
Transactions,  Borrower shall not issue, or agree or commit to issue, any shares
of capital stock,  or to issue or grant any option,  warrant,  security or other
rights  (contingent  or otherwise) to purchase or acquire  shares of its capital
stock, or any bond,  debenture or other  instrument or obligation  which has the
power to vote in respect to the corporate affairs and management of Borrower.


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<PAGE>

      5.15. Charter  Documents.  Borrower  shall not make any  amendment  to its
Certificate of Incorporation or its By-Laws.

                       ARTICLE VI - DEFAULTS AND REMEDIES

      6.1.  An "Event of Default" occurs if:

            (a)   Borrower  defaults in the payment of any  principal  or fee of
      the Note when the same shall  become due,  either by the terms  thereof or
      otherwise as herein provided; or

            (b)   Borrower  defaults in the  performance  or  observance  of any
      other agreement, term or condition contained in the Note or the other Loan
      Documents; or

            (c)   Borrower  shall default in the payment of any principal of, or
      premium,  if any, or fee on, any other  indebtedness  or  obligation  with
      respect to borrowed money after  expiration of any grace or cure period or
      shall default in the  performance  of any material term of any  instrument
      evidencing such  Indebtedness  or of any mortgage,  indenture or agreement
      relating  thereto after  expiration  of any grace or cure period,  and the
      effect of such  default  is to cause or to permit the holder or holders of
      such  obligation to cause,  such  Indebtedness or obligation to become due
      and payable prior to its stated maturity; or

            (d)   The Merger shall not have closed by the Due Date; or

            (e)   Borrower  pursuant to or within the meaning of any  Bankruptcy
                  Law:

                  (i)   commences a voluntary case,

                  (ii)  consents to the entry of an order for relief  against it
            in an involuntary case,

                  (iii) consents to the  appointment of a Custodian of it or for
            all or substantially all of its property,

                  (iv)  makes  a  general  assignment  for  the  benefit  of its
            creditors, or

                  (v)   is  the  debtor  in an  involuntary  case  which  is not
            dismissed within thirty (30) days of the commencement thereof, or

            (f)   A court of  competent  jurisdiction  enters an order or decree
      under any Bankruptcy Law that:

                  (i)   provides for relief  against  Borrower in an involuntary
            case,


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<PAGE>

                  (ii)  appoints   a   Custodian   of   Borrower   for   all  or
            substantially all of its property, or

                  (iii) orders the liquidation of Borrower,

            (g)   A final  judgment  for the  payment  of money in an  amount in
      excess  of $5,000  shall be  rendered  against  Borrower  (other  than any
      judgment as to which a reputable  insurance  company  shall have  accepted
      full  liability  in writing) and shall  remain  undischarged  for a period
      (during which execution shall not be effectively  stayed) of 20 days after
      the date on which the right to appeal has expired;

            (h)   Any  representation  or  warranty  made  by  Borrower  in this
      Agreement,  any other Loan Document or in any other document or instrument
      furnished in connection with the  transactions  contemplated  hereby shall
      prove to be materially false or incorrect on the date as of which made; or

                  (i)   An  event   shall   occur  or  there   exist   facts  or
            circumstances which create or result in a Material Adverse Effect;

then upon the occurrence of any Event of Default  described in paragraphs (e) or
(f),  the  unpaid  principal  amount  of  and  accrued  fee on  the  Note  shall
automatically become due and payable,  without presentment,  demand,  protest or
notice of any kind, all of which are hereby waived by Borrower.

      Upon the  occurrence  of any other  Event of  Default,  Lender  shall give
Borrower  written notice of default.  Borrower shall have seventy five (75) days
(the "Cure  Period")  after receipt of written  notice of default from Lender to
cure said default.  Borrower may cure the default prior to the expiration of the
Cure  Period by (i) making  payment  in full to Lender of the  entire  principal
amount outstanding under the Note and all accrued fee thereon, together with all
other sums due  thereunder  and hereunder and (ii) Lender shall cause the Escrow
Agent to release the Borrower Control Shares to Borrower. During the Cure Period
Lender may not exercise  the rights and  remedies  granted to it with respect to
the Collateral under the Loan Documents.

      Notwithstanding  the  foregoing,  if an Event of Default is cured prior to
the end of the Cure Period  (including,  but not limited to, an Event of Default
pursuant to Section 6.1(d) above), Borrower shall use its best efforts to ensure
that the Merger and the Transactions are consummated.

      If the Event of Default is not cured by the end of the Cure  Period,  then
in addition to any other  rights,  powers and  remedies  permitted  by law or in
equity, the Lender may, at its option, by notice in writing to Borrower, declare
the Note to be, and the Notes shall thereupon be and become, immediately due and
payable,  together  with fee accrued  thereon and all other sums due  hereunder,
without presentment,  demand,  protest or other notice of any kind, all of which
are waived by Borrower.


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<PAGE>

      Upon the  continuance  of any Event of Default after the expiration of the
applicable  Cure  Period,  the holder of the Note may  proceed  to  protect  and
enforce  its  rights by an action  at law,  suit in equity or other  appropriate
proceeding,  whether for the specific  performance  of any  agreement  contained
herein or in the Note held by it, for an  injunction  against a violation of any
of the terms hereof or thereof,  or for the pursuit of any other remedy which it
may have by virtue of this  Agreement,  the  Security  Agreement  or pursuant to
applicable  law.  Borrower  shall pay to the holder of the Notes upon demand the
reasonable costs and expenses of collection and of any other actions referred to
in this  Article,  including  without  limitation  reasonable  attorneys'  fees,
expenses and disbursements.

      No course of dealing and no delay on the part of the holder of the Note in
exercising  any of its rights  shall  operate as a waiver  thereof or  otherwise
prejudice the rights of such holders,  nor shall any single or partial  exercise
of any right,  power or remedy preclude any other or further exercise thereof or
the exercise of any other right,  power or remedy hereunder.  No right, power or
remedy  conferred hereby or by the Note on the holder thereof shall be exclusive
of any other  right,  power or remedy  referred  to herein or  therein or now or
hereafter available at law, in equity, by statute or otherwise.

      6.2.  For purposes of this Article, the following definitions shall apply:

      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors, or equivalent law of a non-U.S. jurisdiction.

      "Custodian" means any receiver,  trustee, assignee,  liquidator or similar
official under any Bankruptcy Law.

                              ARTICLE VII - NOTICES

      All  notices,  requests  and  demands  shall be given to or made  upon the
respective parties hereto in writing, such address as may be designated by it in
a written notice to the other party. All notices, requests, consents and demands
hereunder  shall be effective  when duly  deposited  in the mails (by  overnight
delivery  by a  nationally-recognized  overnight  courier  service  or by United
States registered or certified mail, postage prepaid,  return receipt requested)
with a copy via  facsimile.  Unless the  parties  designate  otherwise,  notices
should be addressed as follows:

If to Borrower:

         Uluru, Inc.
         4939 Stonyford Drive
         Dallas, TX 75287
         Attn: Kerry P. Gray, President and Chief Executive Officer
         Telephone:  972 250 6383
         Facsimile:  972 258 6383


                                       10
<PAGE>

with a copy to:

         McGuireWoods LLP
         1345 Avenue of the Americas
         New York, NY 10105
         Attn: Louis W. Zehil, Esq.
         Facsimile: (212) 548-2175

If to Lender:

         Oxford Ventures, Inc.
         4655 East Ivy Street, Suite 101
         Mesa, AZ  85215
         Attn: Daniel Leonard
         Facsimile: (402) 681-4635

with a copy to:

         Gottbetter & Partners, LLP
         488 Madison Avenue, 12th Floor
         New York, NY 10022
         Attn: Adam S. Gottbetter, Esq.
         Facsimile: (212) 400-6901

                          ARTICLE VIII - MISCELLANEOUS

      8.1.  Governing Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York,  without regard to conflicts
of laws principles thereof.

      8.2.  Amendment.  This  Agreement  may be amended,  modified or terminated
only by an instrument in writing signed by all parties.

      8.3.  No  Assignment.  Neither this  Agreement nor any right or obligation
provided  for herein may be  assigned  by any party  without  the prior  written
consent of the other parties.

      8.4.  Successors.  The terms and  provisions  of this  Agreement  shall be
binding upon and inure to the benefit of, and be enforceable  by, the respective
successors and assigns of the parties hereto.

      8.5.  Counterparts.  The  Agreement  may  be  executed  in any  number  of
counterparts,  with  the same  effect  as if all  parties  had  signed  the same
document. All such counterparts shall be deemed an original,  shall be construed
together and shall constitute one and the same instrument. This Agreement may be
executed by facsimile signature.


                                       11
<PAGE>

      8.6.  Construction. The language used in this Agreement shall be deemed to
be the language  chosen by the parties to express  their mutual  intent,  and no
rule of strict construction shall be applied against any party.

      8.8.  Counterparts.  The section headings  contained in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

      8.8.  Severability.  Any  term  or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation  or in any other  jurisdiction.  If the final  judgment  of a court of
competent  jurisdiction declares that any term or provision hereof is invalid or
unenforceable,  the parties  agree that the court  making the  determination  of
invalidity  or  unenforceability  shall  have the  power  to  limit  the term or
provision,  to delete  specific  words or phrases,  or to replace any invalid or
unenforceable  term or  provision  with a term or  provision  that is valid  and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable  term or provision,  and this Agreement shall be enforceable as so
modified.


                                       12
<PAGE>

      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this Bridge Loan
Agreement to be duly executed as of the day and year first above written.

                                BORROWER:

                                ULURU, INC.


                                By: /s/ Kerry P. Gray
                                    --------------------------------------------
                                    Name:  Kerry P. Gray
                                    Title:


                                LENDER:

                                OXFORD VENTURES, INC.


                                By: /s/ Daniel Leonard
                                    --------------------------------------------
                                    Name:  Daniel Leonard
                                    Title: President and Chief Executive Officer

                                    THE SHAREHOLDER:

                                    KERRY P. GRAY


                                By: /s/ Kerry P. Gray
                                    --------------------------------------------
                                    Name: Kerry P. Gray


                                       13
<PAGE>

                                    EXHIBIT A

                                  [TERM SHEET]




                                       14
<PAGE>

                                    EXHIBIT B

                             Form of Promissory Note





                                       15
<PAGE>

                                    EXHIBIT B

                              [Security Agreement]





                                       16