EXCLUSIVE LICENSE AGREEMENT
                      Between BioTime, Inc. and Horus B.V.


<PAGE>


                                                  TABLE OF CONTENTS

1.       Definitions..........................................................1
         -----------

2.       License Grant........................................................5
         -------------

3.       License Fee..........................................................6
         -----------

4.       Royalties............................................................6
         ---------

5.       Royalty and License Fee Payments.....................................6
         --------------------------------

6.       Performance Obligations..............................................8
         -----------------------

7.       Cooperation..........................................................8
         -----------

8.       Regulatory Approval.................................................12
         -------------------

9.       Patent and Trademark Marking........................................14
         ----------------------------

10.      Right of First Refusal - New Products...............................15
         -------------------------------------

11.      Infringement and Indemnification....................................16
         --------------------------------

12.       Confidentiality....................................................20
          ---------------

13.      Term and Termination................................................20
         --------------------

14.      Representations and Warranties of Licensor..........................22
         ------------------------------------------

15.      Representations and Warranties of Horus.............................23
         ---------------------------------------

16.      Publicity...........................................................23
         ---------

17.      Notices.............................................................24
         -------

18.      Dispute Resolution..................................................24
         ------------------

19.      Applicable Law......................................................24
         --------------

20.      Assignment..........................................................25
         ----------

21.      Entire Agreement....................................................25
         ----------------

22.      Severability........................................................25
         ------------

23.      Cumulative Rights and Remedies .....................................25
         ------------------------------

24.      Waiver - Modification of Agreement..................................25
         ----------------------------------

25.      Performance by Horus' Affiliates....................................26
         --------------------------------

                                       ii
<PAGE>


Exhibit A
---------

Product Formulations.........................................................27

Exhibit B
---------

Patent Rights................................................................28

Exhibit C
---------

Table of Countries for Determining Certain Horus Performance Obligations.....30

Exhibit D
---------

Royalties and License Fees...................................................31

Exhibit E
---------

Dispute Resolution...........................................................33

Exhibit F
---------

New Product Formulations.....................................................34


                                       ii
<PAGE>



                           EXCLUSIVE LICENSE AGREEMENT


         This  Agreement is made this 13th day of February,  2001 by and between
BioTime,  Inc., a California  corporation having its principal place of business
at 935 Pardee Street, Berkeley,  California, 94710 ("Licensor"), and Horus B.V.,
a Dutch company  having its principal  place of business at Boseind 15, 5281 RM,
Boxtel, the Netherlands ("Horus").

                                    Premises
                                    --------

         This  Agreement  defines the terms by which Horus and Licensor agree to
commercialize   certain  intravenous  solutions  that  have  been  developed  by
Licensor.  The  process by which  Horus and  Licensor  may  commercialize  other
products  currently under  development by Licensor or which Licensor may develop
in the future  having  utility in the areas of plasma  volume  expansion,  organ
preservation, blood replacement, and low temperature surgery, is also defined.

1.       Definitions
         -----------

         Where  used in this  Agreement  the  following  terms  shall  have  the
meanings ascribed below:

         (a)  "Affiliate" of a party means any entity in control of,  controlled
by or under common control with such party;  provided,  that for the purposes of
this definition  "control"  shall mean direct or indirect  ownership of not less
than fifty  percent  (50%) of an entity's  assets,  revenue,  income,  or voting
securities.

         (b) "Confidential Information" means any information including, but not
limited to: ideas, proposals, plans, know-how, reports, drawings, designs, data,
discoveries, inventions, improvements,  suggestions,  specifications,  products,
samples, components and materials relating to the Product, any Improved Product,
or any New Product;  all information  relating to the manufacture,  formulation,
analysis, stability, pharmacology, toxicology, pathology, clinical data, results
of clinical  efficacy  studies,  clinical effects and indications for use of the
Product,  any Improved Product,  or any New Product;  all business and marketing
plans,  financial statements and other financial  information;  and the names of
customers,  the terms of contracts  with  customers,  the names of employees and
independent contractors who provide services to or for a party, and the terms of
their  compensation,  which a party discloses to the other party in writing (or,
if orally  communicated,  is confirmed in writing as constituting  "Confidential
Information" within thirty days thereafter) except any portion thereof which:

                  (i)      is  known  to the  receiving  party  (otherwise  than
                           through disclosure under an agreement to maintain the
                           confidentiality  of such  information) at the time of
                           disclosure  and  documented by the receiving  party's
                           written  records  made  prior  to the  date  of  this
                           Agreement;


                                       1
<PAGE>



                  (ii)     is disclosed to the receiving party by a Third
                           Person who has a right to make such disclosure;

                  (iii)    becomes published  (including by disclosure in public
                           patent  applications  or issued patents) or otherwise
                           part of the  public  domain  as a result of acts by a
                           Third Person through no fault of the receiving  party
                           or an  Affiliate  or  sublicensee  of  the  receiving
                           party; or

                  (iv)     is independently developed by the receiving party
                           without the use of Confidential Information.

         (c) "Cost of Goods Sold" will be obtained by multiplying  the number of
units of the Product sold (including  additional units delivered to customers at
no additional  charge upon their purchase of a specified  amount of the Product)
by the standard cost price per Product unit. If the Product is produced by Horus
or any of its  Affiliates,  the  standard  cost  price will  include  the direct
material costs,  direct labor costs,  overhead  allocation,  and quality control
according to Organon  Teknika  standards  applicable to the  manufacture  of its
products  generally.  If the Product is not  manufactured by Horus or any of its
Affiliates,  the  standard  cost  price will equal the  average  purchase  price
(averaged on an annual basis) together with storage costs,  transport costs from
the manufacturer to a Territory-wide  warehouse or distribution center (if any),
import duties and other taxes, costs for assembly and costs for quality control,
but excluding VAT and similar  excise  taxes,  shipping,  insurance and delivery
charges  incurred  in  connection  with the sale of the  Product  by Horus,  its
Affiliates,  and  sublicensees  to the extent such costs are  excluded  from Net
Sales,  costs incurred in transporting  or delivering the Product to Horus,  its
Affiliates,  or  sublicensees  in  particular  countries  or groups of countries
within the Territory.

         (d)  "Effective  Date"  means the date on which  Horus pays the Initial
License Fee Payment.

         (e) "Exclusive  License" means a license whereby Horus's license rights
shall be sole and exclusive  and shall operate to exclude all others,  including
Licensor.

         (f) "Force Majeure" means war, insurrection, natural disaster, shortage
of  raw  materials,   strike  or  labor  stoppage,   damage  or  destruction  of
manufacturing  facilities,  or loss or  suspension  of  regulatory  approval  to
manufacture or market the Product.

         (g) "Gross Sales Price" means the invoiced price charged by Horus,  its
Affiliates or sublicensees to Third Party customers for the sale of the Product,
net of any discounts  actually  allowed for payment within a specified number of
days.

         (h) "HetaCoolTM" means the solution described as HetaCool on Exhibit F.


                                       2
<PAGE>


         (i) "High Molecular Weight Hetastarch" means a hydroxyethyl  starch, an
artificial  colloid  derived  from a waxy  starch  composed  almost  entirely of
amylopectin, with hydroxyethyl ether groups introduced into the glucose units of
the starch. The resultant material is hydrolyzed to yield a product suitable for
the  intended  use.  Molar  substitution  of  hydroxyethyl  ether groups is 0.7,
meaning that there are 7  hydroxyethyl  groups for every 10 glucose  units.  The
average  molecular weight of the resultant  material is greater than 400,000 and
excludes Pentastarch or other medium or low molecular weight hetastarches.

         (j) "Improved  Product" means any and all new  developments or versions
of the Product made by Licensor,  including, but not limited to, new therapeutic
indications  for use,  and  developments  intended  to  enhance  the  safety and
efficacy  of the  Product;  provided  that  the  only  oncotic  agent  is a High
Molecular  Weight  Hetastarch,   and  the  Improved  Product  is  indicated  for
Normothermic  Use  as a  plasma  volume  expander  or  as a  blood  replacement,
excluding Total Body Washout.

         (k) "Initial  License Fee Payment"  means the payment of  $4,000,000 by
Horus to Licensor as provided in Article 3.

         (l) "Licensed  Patents" means: (i) the patents and patent  applications
listed in  Exhibit B hereto;  (ii) any  patent or patent  application  hereafter
filed or acquired by Licensor,  and any patent or patent application under which
Licensor  becomes licensed with the right to sublicense  Horus,  during the term
and within the scope of this Agreement,  regarding the manufacture,  use or sale
of the Product, including methods of use and screening or processes that use the
Product;  (iii) all patents arising from applications  identified in (i) or (ii)
and any amendments,  divisions,  continuations and continuations-in-part defined
in (i) or (ii); (iv) any extension (including supplemental patent certificates),
renewal or reissue of a patent  identified  in (i),  (ii) or (iii);  and (v) any
continuation or divisional of any licensed patent application and any reissue or
reexamination  of any patent  identified  in (i) through  (iv);  but only to the
extent  that  the  patents   identified  in  (i)  through  (v)  pertain  to  the
manufacture, use or sale of the Product in the Territory.

         (m)  "Licensed  Proprietary   Technology"  means  that  technology  and
know-how  developed  by  Licensor  for the use of the  Product  or any  Improved
Product, including, but not limited to: (i) methods and protocols for the use of
the Product or any Improved Product;  (ii) the formulation of the Product or any
Improved  Product;  and (iii)  data  developed  by or for  Licensor  related  to
pharmacology,  toxicology, and pathology of the Product or any Improved Product;
and (iv) clinical data,  results of clinical efficacy studies,  clinical effects
and indications for use of the Product or any Improved Product.

         (n) "Licensed  Trademarks"  means  Hextend,(R)  and any other trademark
developed  or acquired by Licensor  for use in  connection  with the sale of the
Product in the Territory.

         (o) "Net Sales" means the  aggregate  Gross Sales Prices of the Product
(including  any and all Improved  Products)  billed to Third Parties by Horus or
its Affiliates or  sublicensees  in the applicable  periods less  allowances and
adjustments  separately  and  actually  credited  or  payable to  customers  for
spoiled,  damaged,  outdated and  returned  quantities  of the Product,  whether
during the  specific  royalty  period or not,  and less VAT and  similar  excise
taxes,  shipping,  insurance and delivery  charges if invoiced as costs separate
and in addition to the price of the Product.

                                       3
<PAGE>


         (p) "New Product" means (i) HetaCool,TM  (ii)  PentaLyte,  or (iii) any
other aqueous  based  solution  (other than the Product or an Improved  Product)
that  Licensor  develops  for use as a  plasma  volume  expander  or as an organ
preservation or organ harvesting product.

         (q) "Normothermic  Use" means use (excluding Total Body Washout) of the
Product in  surgical  or  therapeutic  procedures  in which the  patient's  body
temperature is 12 degrees Centigrade or higher.

         (r) "PentaLyte(R)" means the solution described as PentaLyte on
              Exhibit F.

         (s) "Pentastarch"  means a hydroxyethyl  starch, an artificial  colloid
derived  from a waxy  starch  composed  almost  entirely  of  amylopectin,  with
hydroxyethyl  ether groups introduced into the glucose units of the starch.  The
resultant  material is hydrolyzed  to yield a product  suitable for the intended
use. Molar  substitution of hydroxyethyl  ether groups is between  approximately
0.4 to 0.6, meaning that there are approximately 4 to 6 hydroxyethyl  groups for
every 10 glucose units. The average  molecular weight of the resultant  material
between 150,000 to 350,000, and excludes High Molecular Weight Hetastarch.

         (t) "Product" means the pharmaceutical  product for human or veterinary
use generally described in Exhibit A and identified by Licensor as Hextend,  and
any and all Improved  Products,  which  comprise a single oncotic agent selected
from High  Molecular  Weight  Hetastarch  and have  pharmacologic  profiles  and
therapeutic  indications normally considered medically equivalent to the Product
described  in  Exhibit A by  specialists  in the  indications  allowed,  and are
covered by a Valid Claim, by a Licensed  Trademark,  or by Licensed  Proprietary
Technology.

         (u) "Regulatory Application" means any application required to be filed
with the applicable  government  regulatory  authority or agency of a country to
test,  use,  market,  or distribute  the Product or any Improved  Product or New
Product for human or veterinary use, and any amendment to any of the foregoing.

         (v)   "Regulatory   Approval"   means  the  approval  of  a  Regulatory
Application  by the  applicable  government  regulatory  authority  of a country
granting  approval,  permission or authority to lawfully test, use,  market,  or
distribute  the  Product or any  Improved  Product or New  Product  for human or
veterinary use in such country.

         (w)  "Territory"  means every  country  other than the United States of
America and its territories and possessions,  Canada, and Japan; provided,  that
the  Territory  shall not  include  a  country  from and after the date on which
Licensor or Horus terminate this Agreement in or with respect to such country as
provided in Article 13.


                                       4
<PAGE>


         (x) "Third Person" means any natural person, corporation,  partnership,
limited  partnership,  limited liability  company,  trust,  association or other
entity other than Horus, an Affiliate, or Licensor.

         (y) "Total Body Washout"  means use of a solution at body  temperatures
above 0 degrees  Centigrade  for the  purpose  of totally  removing a  patient's
blood, where hematocrit drops to 5% or below.

         (z) "Valid Claim" means any claim of an issued and  unexpired  Licensed
Patent  (regardless  of when issued) which (i) has not been held  unenforceable,
unpatentable,  or invalid in the applicable  country by a decision of a court or
governmental agency of competent jurisdiction that is unappealable or unappealed
within the time  allowed for appeal,  and (ii)  Licensor  has not admitted to be
invalid or unenforceable through reissue, disclaimer or otherwise.

2.       License Grant
         -------------

         (a) Licensor hereby grants to Horus,  commencing on the Effective Date,
an Exclusive License to use Licensed  Proprietary  Technology and (to the extent
patents or trademark registrations are issued in the countries of the Territory)
Licensed Patents and Licensed Trademarks to manufacture, have manufactured, use,
have used, sell, have sold, offer to sell, and import the Product (including any
and all Improved  Products) in the Territory for  Normothermic  Use only and for
purposes  other than Total Body  Washout.  Horus will  accept  such grant on the
Effective Date as valuable consideration.

         (b)  Horus  shall  have  the  right  to  grant  sublicenses  to (i) its
Affiliates and (ii) Third Persons.  If Horus sublicenses any of its rights under
this  Agreement,  Horus shall provide  Licensor  with a copy (with  complete and
correct  English  translation)  of the  sublicense  agreement.  Horus shall also
provide Licensor with such other information as Licensor may reasonably  request
concerning the sublicensee,  to the extent that Horus can obtain the information
without  unreasonable  effort  or  expense.  No  sublicense  shall  grant  to  a
sublicensee  any right to  further  sublicense  any  rights  or to  assign  such
sublicense or any rights under such sublicense.

         (c)  Horus  agrees  not  to  use  or  grant  permission  to  any of its
Affiliates or sublicensees to use any Licensed Patents, Licensed Trademarks, and
Licensed Proprietary  Technology for any use other than the manufacture and sale
of the Product (including any Improved Product) in the Territory. Horus will not
sell,  have sold,  import,  have  imported,  or grant  permission  to any of its
Affiliates or  sublicensees  to sell,  have sold,  import,  or have imported the
Product or any Improved Product outside the Territory.  All sublicenses  granted
by Horus will contain such  restrictions.  Horus and its Affiliates will enforce
such  restrictions  under all  sublicenses,  and upon  Licensor's  request  will
terminate the sublicense of any sublicensee that violates such provision. If the
Product or any  Improved  Product is sold (by or on behalf of Horus,  any of its
Affiliates or  sublicensees)  to a Third  Person,  Horus will require such Third
Person to agree not to resell or permit  the resale of the  Product or  Improved
Product outside the Territory. If Horus or any of its Affiliates or sublicensees

                                       5
<PAGE>


becomes  informed of a violation of that  agreement by the Third  Person,  Horus
will notify  Licensor of such violation,  and Horus will take  reasonable  means
(which may be requested by  Licensor) to enforce the Third  Person's  agreement,
including, without limitation, by discontinuing sales to such Third Person.

         (d) Licensor  retains (i) the right under  Licensed  Patents,  Licensed
Proprietary  Technology,  Licensed Trademarks,  and to the Product for research,
development and clinical testing of New Products, technology, Improved Products,
additional  products  not  included  within the scope of the  Exclusive  License
granted to Horus under this Agreement,  and additional  therapeutic  indications
(including   but  not  limited  to  Total  Body  Washout  and  uses  other  than
Normothermic  Use) of the Product and Improved  Products  inside and outside the
Territory;  and  (ii) all  rights  to  Licensed  Patents,  Licensed  Proprietary
Technology,  Licensed  Trademarks,  and the Product for any purpose  outside the
Territory,  including but not limited to the right to sell, assign, transfer and
license to Third Persons,  and the right to make,  have made,  use, and sell the
Product, Improved Products and New Products outside the Territory.

3.       License Fee
         -----------

         As a license fee in partial  consideration  of the  license  granted to
Horus under this Agreement, Horus agrees to pay Licensor the Initial License Fee
Payment of Four Million  United  States  Dollars  ($4,000,000)  on the Effective
Date, and an additional Five Million Five Hundred Thousand United States Dollars
($5,500,000) of license fees at the times set forth on Exhibit D.

4.       Royalties
         ---------

         Horus  agrees to pay to  Licensor  royalties  as provided in Exhibit D.
Horus's  obligations to pay royalties  shall include Net Sales by its Affiliates
and  sublicensees,  without regard to whether such Affiliate or sublicensee  has
paid or is obligated to pay such royalty or any other amount to Horus.

5.       Royalty and License Fee Payments
         --------------------------------

         (a) Royalty Payment  Report.  Each royalty payment shall be accompanied
by a statement which sets forth the following information as to each Product for
the quarter  then ended and for the year  through the  quarter  then ended:  the
quantity  of  Product  sold by  product  number;  the  gross  sales  price;  the
description  and amount of each cost,  charge,  expense or other amount deducted
from the gross sales price to compute Net Sales;  the Net Sales in each  country
of the Territory;  the Cost of Goods Sold in each country in the Territory;  and
the  exchange  rate used to convert  foreign  currency  into U.S.  dollars.  All
currency amounts shall be expressed in United States dollars.

         (b) Royalty  Payments.  Payments shall be made in United States dollars
within sixty (60) days after the last day of March, June, September and December
for  royalties  accruing on Net Sales  during the three (3)  preceding  calendar
months.  The procedure to be used to calculate  royalty payments is set forth in
Exhibit D.

                                       6
<PAGE>


         (c) Exchange  Rates.  All  payments of  royalties  shall be computed in
United  States  dollars at the exchange  rate  prevailing in each country in the
Territory  at the close of the last  business  day of the  calendar  quarter for
which the royalties are due. The exchange rates used for such  conversion  shall
be those set forth in the Wall Street Journal Europe edition.

         (d) Payments - Place.  Payments due Licensor under this Agreement shall
be made by wire  transfer  to an account of  Licensor  at a bank  located in the
United States designated from time to time in writing by Licensor.

         (e) No Multiple  Royalties.  No multiple  royalties shall be payable on
the basis that the manufacture, use or sale of the Product is or becomes covered
by more than one Licensed Patent.  No royalties shall be payable with respect to
samples of the Product distributed to prospective customers without charge.

         (f) No Royalties  Payable  Between  Affiliates.  No royalties  shall be
payable  on Net  Sales  arising  from  sales of the  Product  among  Horus,  its
Affiliates or sublicensees or between its Affiliates and sublicensees,  provided
that Horus,  its  Affiliates  and  sublicensees  acquire the  quantities  of the
Product in question for the purpose of resale to Third Persons.  For the purpose
of  determining   Net  Sales  and  royalties,   all  sales  of  the  Product  to
Horus'Affiliates  and  sublicensees  for  purposes  other  than  resale to Third
Persons  shall be valued at the  greater of $20 per 500  milliliter  unit or the
then current  sales price of the Product in the  applicable  country  within the
Territory.

         (g) Cost of Goods Sold.  Within thirty (30) days after Horus determines
the standard cost price for the year used in the  determination of Cost of Goods
Sold,  Horus shall deliver to Licensor a report  showing the standard cost price
and reasonable  detail of the actual and estimated costs and estimated number of
Product units used to determine the standard cost price.  All estimates  used by
Horus in  determining  the  standard  cost price shall be  reasonable  and shall
accurately  reflect  known or  determinable  costs,  and  shall  be  based  upon
reasonable  and  consistent  estimates of sales.  All currency  amounts shall be
expressed in United States dollars.

         (h) Records and Audit.  Horus,  its Affiliates and  sublicensees  shall
keep and maintain  records of all sales made and the Cost of Goods Sold pursuant
to the  Exclusive  License  granted  hereunder.  Such  records  shall be open to
inspection at any reasonable time within four (4) years after the royalty period
to which  such  records  relate  by an  internationally  recognized  independent
certified  public  accountant  selected by  Licensor,  approved by Horus,  which
approval shall not be unreasonably withheld, and retained at Licensor's expense;
provided,  however,  that Horus  shall bear the expense of an audit if the audit
discloses  that Horus has  underpaid  any  royalties  by an amount of 5% or more
during any three month period;  and provided,  further,  that Licensor shall not
audit such records more frequently than once each calendar year. Said accountant


                                       7
<PAGE>


shall have the right to examine the records kept pursuant to this  Agreement and
report the findings of said  examination  of records to Licensor as is necessary
to (i) evidence that records were or were not  maintained and used in accordance
with this  Agreement,  and (ii)  report any  impropriety  or  inaccuracy  in the
determination  or payment of any amount due to be paid under this  Agreement.  A
copy of any report  provided  to Licensor by the  independent  certified  public
accountant shall be given concurrently to Horus.

6.       Performance Obligations
         -----------------------

         (a) The  obligations  of Horus and Licensor  under this  Agreement will
commence on the Effective Date.  Horus shall not be obligated to pay the Initial
License Fee Payment,  thereby fixing the Effective Date,  unless and until Horus
or one of its  Affiliates  has entered into an agreement for the  manufacture of
the Product and an agreement for a supply of High Molecular  Weight  Hetastarch.
Horus agrees to proceed  with  diligence to  negotiate  such  agreements.  Horus
retains the right, in its discretion, to pay the Initial License Fee Payment and
fix the  Effective  Date prior to the date on which it or one of its  Affiliates
enters  into a  Product  manufacturing  agreement  and a High  Molecular  Weight
Hetastarch supply agreement.

         (b) Horus shall require that each of its  Affiliates  and  sublicensees
that sells,  markets or  distributes  the Product use not less than the level of
efforts and  resources  that Organon  Teknika or any  successor  company uses to
promote,  market,  distribute and sell its own products having  comparable sales
potential.  Without  limiting  the  generality  of the  first  sentence  of this
paragraph,  Horus agrees that it or its  Affiliates and  sublicensees  will: (i)
conduct marketing studies;  and (ii) incur expenditures on sales,  marketing and
technical and medical product support  commensurate  with the size of the actual
or potential market for the Product within each country in the Territory.  Horus
expects that the  expenditures  for sales,  marketing  and technical and medical
product support,  plus the cost of obtaining Regulatory  Approvals,  will be not
less than $8,500,000  during the first five years of the term of this Agreement;
provided,  that such amount is an estimate only and Horus shall not be deemed to
have materially breached this Agreement solely by virtue of it or its Affiliates
and sublicensees failing to expend such amount of funds for such purposes within
such time.

         (c) Horus and its Affiliates or  sublicensees  will commence  marketing
the Product in a country within one year after obtaining Regulatory Approval and
price  approval in that  country,  provided  that Horus will not be obligated to
market the  Product in any  country in which the  maximum  allowed  price is not
sufficient  to  permit  Horus and its  Affiliates  to market  the  Product  at a
reasonable profit  (determined by the excess of Net Sales over the Cost of Goods
Sold).

7.       Cooperation
         -----------

         (a)  Subject to the other  provisions  of this  Agreement,  the parties
agree that the principal  objectives  of the parties  hereunder in entering into
this Agreement are to use reasonable  best efforts to maximize Net Sales and the
financial return of the parties and to develop,  obtain Regulatory  Approval and


                                       8
<PAGE>


market the  Product in the  Territory  during  the term of this  Agreement.  The
parties  acknowledge  that, at the time of signing this Agreement,  Licensor has
superior specific knowledge with respect to technical,  medical,  regulatory and
commercial   aspects  of  the  Product.   The  parties  also   acknowledge  that
coordination  of  marketing  activities  could  have  a  positive  influence  on
worldwide  sales of Product.  In order to maximize the parties' income from this
Agreement,  Licensor will make its specific knowledge available to Horus in this
respect.  The parties agree that they shall establish a formal  framework within
which they will discuss the development,  regulatory filings, marketing and sale
of  the  Product  in  the  Territory,  it  being  understood  and  agreed  that,
notwithstanding  the  foregoing,  Horus  shall be  entitled  to make  the  final
decision on any regulatory,  marketing or sales issue relating to the Product in
the Territory.

         (b)      The formal framework referred to in paragraph (a) shall be
                  comprised of the following:

               (i)  A  Marketing  Committee  ("MC") and a  Regulatory  Committee
                    ("RC"),  each of which  shall be  comprised  of a maximum of
                    four (4) members, two (2) representatives designated by each
                    party. Members of either committee may be represented at any
                    meeting  by a  designee  appointed  by such  member for such
                    meeting. Each committee shall have a Chairperson  designated
                    by  Horus.   Each   party   shall  be  free  to  change  its
                    representative  members on either or both  committees at any
                    time by  written  notice  to the  other  party.  One of each
                    party's   representatives   on  each   committee   shall  be
                    designated a "Project  Leader." Each party shall delegate to
                    its  designated  Project  Leader the authority to act in the
                    name  and  on   behalf   of  the  party  to  carry  out  any
                    responsibilities of that party on the applicable  committee,
                    and such other responsibilities as that party may determine.

               (ii) The MC shall  review  and make  recommendations  for  Horus'
                    sales,   promotional   and   marketing   activities  in  the
                    Territory, including:

                           (A)      Horus'   and  its   Affiliates'   plans  and
                                    strategies  for  marketing of the Product in
                                    the  Territory,   it  being  understood  and
                                    agreed  that Horus and its  Affiliates  will
                                    attempt   to  the  extent   practicable   to
                                    harmonize   the  marketing  of  the  Product
                                    within the  Territory  with the marketing of
                                    the Product outside of the Territory;

                           (B)      Horus' and its Affiliates' proposed
                                    promotional and advertising  materials for
                                    use in marketing the Product in the
                                    Territory;

                           (C)      Horus' and its  Affiliates'  technical and
                                    medical  product  support for the sales and
                                    marketing of the Product in the Territory;


                                       9
<PAGE>


                           (D)      Proposed clinical trials to be conducted by
                                    Horus and its Affiliates, and means and
                                    methods of administration of proposed
                                    clinical trials;

                           (E)      Monitoring the progress of clinical trials,
                                    evaluating the work performed and results
                                    obtained;

                           (F)      Assessing the therapeutic relevance of the
                                    clinical trials;

                           (G)      Facilitating and ensuring all required
                                    technology transfers from Licensor to Horus;

                           (H)      Clearance of scientific publications and
                                    public scientific presentations relating to
                                    clinical trials of the Product;

                           (I)      Such other matters as the parties may
                                    mutually assign the MC from time to time.

              (iii) Horus and its Affiliates shall make available to each member
                    of the MC, in a prompt manner,  such information as a member
                    may  request  related to the duties of the MC, to the extent
                    such information is in Horus' or its Affiliates'  possession
                    or can be  obtained  by  Horus  and its  Affiliates  without
                    commercially unreasonable costs or effort.

              (iv)  The RC shall review and make  recommendations for Horus' and
                    its Affiliates' activities to obtain and maintain Regulatory
                    Approvals in the Territory necessary to manufacture, market,
                    distribute, sell and use the Product in the Territory at the
                    earliest practicable date, including:

                           (A)      Proposed clinical trials to be conducted by
                                    Horus and its Affiliates, and means and
                                    methods of administration of proposed
                                    clinical trials;

                           (B)      Monitoring the progress of clinical trials,
                                    evaluating the work performed and results
                                    obtained;

                           (C)      Assessing the therapeutic relevance of the
                                    clinical trials;

                           (D)      Facilitating and ensuring all required
                                    technology transfers from  Licensor to
                                    Horus;

                           (E)      Facilitate the use of relevant data to
                                    prepare and file Regulatory Applications in
                                    or outside of the Territory; and


                                       10
<PAGE>


                           (F)     Such other matters as the Parties may assign
                                   the RC from time to time.

              (v)   Horus and its Affiliates shall make available to each member
                    of the RC, in a prompt manner,  such information as a member
                    may  request  related to the duties of the RC, to the extent
                    such information is in Horus' or its Affiliates'  possession
                    or can be  obtained  by  Horus  and its  Affiliates  without
                    commercially unreasonable costs or effort.

              (vi)  The MC and RC shall  each  meet on a  semi-annual  schedule.
                    Unless  otherwise  agreed,  each party will alternate as the
                    host of such meetings. In addition,  the parties may meet or
                    discuss  matters  (A) from  time to time as  agreed  between
                    them, and (B) as promptly as practicable after a request for
                    a meeting  made by a Project  Leader.  The hosting  party of
                    committee  meetings  shall  keep  accurate  minutes  of  its
                    meetings, including all actions recommended or taken. Drafts
                    of  the  minutes  shall  be  delivered  to  all   respective
                    committee members within twenty (20) business days after the
                    meeting.  The party hosting the meeting shall be responsible
                    for the  preparation  and  circulation of the draft minutes.
                    Draft  minutes  shall be edited by the  Project  Leaders and
                    shall be issued in final form together with any presentation
                    materials  from the  meetings.  The parties shall bear their
                    respective  expenses in  attending  committee  meetings.  In
                    addition to formal committee  meetings,  the members of each
                    committee  shall  communicate on an as needed basis, as they
                    may determine, including telephone conference calls.

         (c) Horus and its Affiliates  will provide  Licensor with access to the
following  information  and the right to copy  such  information  at  Licensor's
expense,  to the  extent  such  information  is in  Horus'  or  its  Affiliates'
possession or can be obtained by Horus or its  Affiliates  without  commercially
unreasonable costs or effort:

                  (i)      Copies of all Regulatory Applications;

                  (ii)     Copies of all notice and  correspondence  to and from
                           all  regulatory  agencies  with respect to Regulatory
                           Applications,  Regulatory Approvals, or other matters
                           concerning the Product within the jurisdiction of the
                           agency;

                  (iii)    Information  concerning all significant  developments
                           during the course of each clinical trial,  including,
                           but  not  limited  to,  (A) any  deficiencies  in the
                           protocol,  (B) any  failure to  collect,  compile and
                           submit  complete  and  accurate  data  or to  prepare
                           complete  and  accurate   reports  required  of  such
                           physician in the clinical  trial,  (C) any failure to
                           conduct the  clinical  trial in  compliance  with the
                           protocol,  and  (D)  the  occurrence  of any  adverse
                           effects,  injuries,   illnesses,  or  reactions  that
                           result from the use or  application of the Product in
                           the course of a clinical trial;

                                       11
<PAGE>


                  (iv)     The proposed protocols for all clinical studies; and

                   (v)     All data from such clinical studies.

Licensor may use the  information  obtained  under this paragraph for Regulatory
Application,  Regulatory  Approval,  marketing and product development  purposes
inside and outside the Territory,  and for the exercise of Licensor's rights and
the performance of Licensor's obligations under this Agreement.

8.       Regulatory Approval
         -------------------

         (a) Horus and its  Affiliates  will prepare,  file,  prosecute and seek
approval of any and all Regulatory  Applications necessary or required to obtain
Regulatory  Approval of the Product (and any Improved  Product that Horus or its
Affiliates  plans to market) in the  Territory,  except as provided in paragraph
(b).

         (b) Licensor  will,  at  Licensor's  expense,  commit  reasonable  best
efforts to obtain  Regulatory  Approval of the  Product in Sweden (EU  Reference
Member  State),  based on the file  submitted by Licensor on August 31, 2000. As
from the  Effective  Date,  Horus,  its  Affilates,  and  Licensor  will closely
collaborate to obtain this  Regulatory  Approval.  Any changes in the Summary of
Medical  Product  Characteristics  of  the  Product  requested  by  the  Swedish
authorities  will  require the  approval of Horus,  which  approval  will not be
unreasonably withheld. After the date of acceptance of Licensor's answers to the
questions  raised by the  Medical  Products  Agency in their  December  21, 2000
letter, but in any case not later than the date of Swedish Regulatory  Approval,
Licensor and Horus will take all appropriate steps necessary to replace, as soon
as  possible,  Licensor  by  Horus  or one of its  Affiliates  as the  marketing
authorization holder in Sweden.

         (c) Horus and its Affiliates will prepare,  file,  prosecute,  and seek
approval of any and all Regulatory  Applications necessary or required to obtain
Regulatory Approval of the Product for human use in the Netherlands and at least
nineteen  (19)  other  countries  listed on Table 1 on Exhibit C within one year
after  the  date  that  Horus  or  any  of  its  Affiliates   becomes  marketing
authorization  holder  under  the  Swedish  Regulatory  Approval  (or the  first
Regulatory  Approval in a European  Union member  nation if other than  Sweden);
provided,  that in those  countries,  if any, that require a certificate of free
sale  (certificate  of  pharmaceutical  product or CPP) for filing a  Regulatory
Application,  such one year period shall be measured from the date of Regulatory
Approval in the originator  country  (which is expected to be the  Netherlands).
Horus and its Affiliates will use their commercially  reasonable best efforts to
obtain from their supplier,  for Regulatory  Application and Regulatory Approval
purposes, the drug master file (or right to cross reference the drug master file
if filed by the supplier) for the High Molecular  Weight  Hetastarch used in the


                                       12
<PAGE>


Product.   If  Horus  and  its  Affiliates  are  not  able  to  file  Regulatory
Applications  for human use in at least twenty (20) of the  countries  listed on
Table 1 on Exhibit C due to their  inability  to obtain or cross  reference  the
required  drug  master  file,  Horus may  fulfill  its  obligations  under  this
paragraph by filing Regulatory  Applications for human use in the largest number
of those  countries as possible even though such number may be fewer than twenty
(20).  Horus'  obligations  under this paragraph shall not apply to any Improved
Product.

         (d) Horus agrees that all Regulatory Applications prepared and filed by
Horus and its Affiliates  with respect to the Product,  and all actions taken by
Horus and its Affiliates in connection with obtaining Regulatory Approval, shall
conform in all respects with applicable laws,  statutes,  rules and regulations.
Horus and its Affiliates will keep Licensor reasonably informed on the status of
the submitted Regulatory  Applications and Regulatory  Approvals.  Horus and its
Affiliates  shall  maintain  complete  copies of all  records,  data and reports
pertaining  to each study for such period of time as may be required by the laws
of each applicable country in the Territory.

         (e) Horus and its Affiliates will design, implement, manage and conduct
human clinical trials of the Product (and any Improved Product that Horus or its
Affiliates  plans to market) in the Territory and take all other steps necessary
to obtain and maintain Regulatory Approval.

         (f)  Licensor  shall  provide  Horus  or  the   applicable   regulatory
authorities  with available data submitted by Licensor to the United States Food
and Drug  Administration and to regulatory  authorities in European Union member
states for Regulatory  Approval of the Product,  which data may be used by Horus
and its  Affiliates  in  connection  with its  efforts  to obtain  and  maintain
Regulatory Approval for the Product in the Territory.

         (g) To  facilitate  Licensor's  efforts to prepare and file  Regulatory
Applications  and to obtain  Regulatory  Approval  of  Improved  Products or New
Products  inside or outside the Territory,  Licensor shall have the right to use
and to cross-reference  Horus's and its Affiliates' Regulatory Approvals for the
Product and all other data,  documentation and information  referred to above or
otherwise  filed by Horus or its  Affiliates  in any  country  where  Regulatory
Approval was obtained or a Regulatory Application was filed. Upon request, Horus
and its  Affiliates  will  consent  promptly  in  writing  to each  such use and
cross-referencing.  If  cross-referencing is not sufficient to obtain Regulatory
Approval in any country  outside the Territory,  Horus and its  Affiliates  will
provide  Licensor with their data,  documentation  and  information  referred to
above.

         (h) If this Agreement or Horus' Exclusive  License is terminated in one
or more countries in the Territory,  or in the entire  Territory,  in accordance
with Article 13 prior to patent  expiration in each such country,  Horus and its
Affiliates  will,  at  Licensor's  request,  cooperate  to amend the  Regulatory
Approval  and any other  marketing  authorization  in such a  country  in such a
manner to make Licensor the marketing  authorization holder under the Regulatory
Approval.


                                       13
<PAGE>


         (i) The parties will use their  reasonable best efforts to cooperate in
fulfilling  their  obligations of  pharmacovigilance  for the Product.  Detailed
arrangements to this end will be made by the parties prior to the earlier of the
first sale or the first clinical use of the Product under this Agreement.

         (j) If Horus and its  Affiliates  determine  to market the  Product for
veterinary  use  in one or  more  countries  in the  Territory,  Horus  and  its
Affiliates will, at their own expense, prepare and file any and all applications
and will  take all  other  actions  (including  but not  limited  to  conducting
veterinary  tests and  studies)  as may be  required  by  applicable  government
regulatory  authorities to obtain any approvals  required for such purpose under
applicable law.

9.       Patent and Trademark Marking
         ----------------------------

         (a)  Horus may use the  trademark  Hextend(R)  and any other  trademark
approved  by  Licensor  other  than  the  trademarks  PentaLyte(R),  HetaCool,TM
HexaLyte,TM  or  HetaFreezeTM.  If Horus or Licensor  reasonably  believe that a
Licensed  Trademark  would  infringe upon or would be  confusingly  similar to a
trademark  or service  mark owned by a Third  Person in any  country  within the
Territory,  Horus  may  use  a  different  trademark  approved  by  Licensor  in
connection with the marketing, distribution and sale of such Product within such
country.  If pursuant  to this  paragraph,  Horus uses a  trademark  approved by
Licensor other than a Licensed Trademark in connection with the marketing,  sale
and  distribution  of the Product,  Horus will grant to Licensor an  irrevocable
royalty-free,  fully paid-up  license to use such other  trademark in connection
with  the  marketing,  distribution  and  sale of such  Product  (including  any
Improved  Product)  outside  the  Territory,  and Horus  will,  upon  Licensor's
request,  execute and deliver to Licensor written documentation  evidencing such
license.

         (b) Horus  shall label or mark each  Product  container,  package,  and
label with the Licensed Trademark or other trademark  approved by Licensor.  All
uses of a Licensed  Trademark  shall  include  such  symbols or  indications  of
trademark registration or non-registration as may be applicable under the law of
each country in the Territory.

         (c) To permit Licensor to register Licensed Trademarks, Horus will give
Licensor  not less than six  months  written  notice  before  commencing  sales,
advertising,  marketing  or  distribution  of the  Product in any country in the
Territory.

         (d) Licensor  will make such filings and take such other actions as are
necessary, at Licensor's own expense, to: (i) obtain the issuance of the patents
shown on Exhibit B; (ii) after such patents are issued, to maintain such patents
in effect in those  countries  in the  Territory  shown on  Exhibit B; and (iii)
obtain  extensions of such patents to the extent such  extensions are available.
Such actions shall include  contesting  oppositions  to the issuance of a patent
filed in such countries or in the European Patent Office. If Horus or any of its
Affiliates  holds the  Regulatory  Approval  or  registration  of a Product in a
country in the  Territory,  such holder will  cooperate,  at its  expense,  with
Licensor in obtaining and  maintaining the patents and extensions of the patents
in that country.

                                       14
<PAGE>


10.      Right of First Refusal - New Products
         -------------------------------------

         (a)  Licensor  grants  Horus a right  of first  refusal  to  obtain  an
Exclusive License in the Territory to manufacture, have manufactured, sell, have
sold,  offer to sell,  and import New  Products.  Within  thirty (30) days after
written  notice from Licensor that the first  Regulatory  Application  for a New
Product has been filed in a European Union member nation, Horus may exercise its
right of first  refusal  with  respect to that New  Product  by giving  Licensor
written  notice.  Licensor  and  Horus  will then  proceed,  in good  faith,  to
negotiate an amendment or supplement to this  Agreement  that will provide Horus
with an Exclusive License to the New Product on substantially the same terms and
conditions  as this  Agreement  with  respect to the  Product,  except  that the
amendment  or  supplement  will provide for new license fees for the New Product
and new expiration dates of the Exclusive License of the New Product.

                  (i) In the case of PentaLyte,  the license fee shall be
(Confidential information has been omitted and filed separately with the
Securities and Exchange Commission)

                 (ii) Royalties on Net Sales of PentaLyte will be(Confidential
information has been omitted and filed separately with the Securities and
Exchange Commission)

                  (iii) In the case of all New  Products  other than  PentaLyte,
the license fee and royalties  shall be determined by negotiation  between Horus
and Licensor.

                                       15
<PAGE>


         (b) If Horus does not  exercise  its right of first  refusal in writing
within the thirty (30) day period provided in paragraph (a) of this Article,  or
if an amendment or  supplement  to this  Agreement  granting  Horus an Exclusive
License  for the New  Product  is not  executed  within  ninety  (90) days after
Horus's  exercise of its right of first  refusal,  Horus's  right to obtain such
Exclusive License shall expire,  Horus shall have no further rights with respect
to such New Product,  and Licensor shall be free to manufacture,  import,  offer
for sale, and sell the New Product, or license the New Product to Third Persons,
or to take any and all other  actions with  respect to the New  Product,  in the
Territory. Licensor will not grant a Third Person a license to make, sell, offer
to sell,  and import  the New  Product in the  Territory  on terms that  provide
license fee,  royalty payment,  or other material  financial terms that are more
favorable to such Third Person than the license fee, royalty  payment,  or other
material  financial  terms  offered to Horus without  first  offering  Horus the
opportunity, for a period of thirty (30) days, to execute a license agreement on
such more  favorable  terms.  If Horus fails to execute  the  license  agreement
within such thirty (30) day period, Licensor may proceed to enter into a license
agreement  on such  terms  with a Third  Person  and Horus  will have no further
rights to obtain a license to manufacture,  import,  offer for sale, or sell the
New Product.

         (c) Horus's rights under this Article 10 will expire  automatically  at
such time, if any, as Horus ceases to have at least one of the following: (i) an
Exclusive  License in the Territory to make, have made and sell the Product,  an
Improved Product or a New Product; or (ii) a pending, unexpired right to acquire
an  Exclusive  License  to a New  Product  upon  execution  of an  amendment  or
supplement to this Agreement under paragraph (a) of this Article.

11.      Infringement and Indemnification
         --------------------------------

         (a)  Infringement by Third Person.  In the event Licensor or Horus have
reason to believe that a Third Person may be infringing or misappropriating  any
of the  Licensed  Patents or Licensed  Proprietary  Technology,  or  infringing,
misappropriating or diluting any Licensed  Trademark,  such party shall promptly
notify the other party.  Licensor may, in its  discretion,  elect to enforce the
Licensed  Patents,  Licensed  Proprietary  Technology  or  Licensed  Trademarks,
through legal action or otherwise. Horus shall, upon Licensor's request, join in
any such  enforcement  action if under  the laws of the  country  in which  such
action is being brought Horus is an indispensable  party to such action and must
so join in such  action in order  for the  action  to be  prosecuted.  Horus and
Licensor  shall  pay  all of  their  own  costs  of  participating  in any  such
enforcement action or proceeding  (including,  without limitation,  all of their
own attorney's fees, litigation costs and costs of investigation).  At all times
in any such enforcement action, Licensor and its counsel shall retain control of
the litigation. In the event Licensor elects not to enforce the Licensed Patents
within  three (3) months  after  notice of the  possible  infringement  is given
between  Licensor  and Horus,  Horus may  thereafter  institute a lawsuit at its
expense to prevent continuation of such potential  infringement,  with the prior
written consent of Licensor,  which consent shall not be unreasonably  withheld.
Licensor will provide  reasonable  cooperation with respect to any lawsuit which
Horus may bring pursuant to this Article 11.


                                       16
<PAGE>


              (i)   (Confidential information has been omitted and filed
                    separately with the Securities and Exchange Commission)


              (ii)  (Confidential information has been omitted and filed
                    separately with the Securities and Exchange Commission)





         (b)  Alleged Infringement of Third Person Patents.

                  (i) If a claim or lawsuit is brought  against  Horus  alleging
         infringement of any patent or infringement or dilution of any trademark
         owned by a Third Person arising from Horus's manufacture, use, sale, or
         importation  of  the  Product  or any  Improved  Product,  Horus  shall
         promptly  give written  notice to Licensor of such claim or lawsuit and
         provide to Licensor all  information  in Horus's  possession  regarding
         such claim or lawsuit.  Within a reasonable time after receiving notice
         of such  claim or  lawsuit,  but in any event  within  sixty (60 ) days
         after receiving such notice,  Licensor shall advise Horus of Licensor's
         decision as to what action it plans to take to dispose of such claim or
         defend such lawsuit.


                                       17
<PAGE>


                  (ii) Licensor shall defend,  indemnify and hold Horus harmless
         against any judgment,  damage,  liability,  loss, cost or other expense
         (including  reasonable  legal fees) resulting from any claim or lawsuit
         which relates to or arises out of the alleged  infringement by Horus of
         any  patent  owned by a Third  Person to the  extent  that the  alleged
         infringement  relates  to  actions  covered  by the  Exclusive  License
         granted to Horus;  provided  that,  Horus shall promptly give notice to
         Licensor of any such claim or lawsuit,  shall  provide to Licensor  all
         information in Horus's possession  regarding such claim or lawsuit, and
         shall provide Licensor such reasonable assistance as Licensor may, from
         time to time, reasonably request; and provided,  further, that Licensor
         shall have no obligation to indemnify or defend Horus against any claim
         or  lawsuit  pertaining  to  Horus's  use  of any  technology,  method,
         process,  device,  or equipment in  connection  with  manufacturing  or
         packaging that was developed by Horus or obtained by Horus from a Third
         Person.   Furthermore,   if  Licensor  notifies  Horus  to  discontinue
         manufacturing  and/or  selling  any  product  because  of  a  potential
         infringement,  then any liability for such infringement  following such
         notice shall be solely for Horus's account and shall not be indemnified
         by Licensor.  Licensor,  at its option and expense, may dispose of such
         claim or may conduct the defense of such lawsuit.  Licensor's liability
         to Horus for  indemnification  with respect to any and all infringement
         claims  or  lawsuits  shall  not  exceed  the  aggregate  amount of all
         royalties  previously paid to Licensor by Horus on sales of the Product
         that gave rise to such claims and  lawsuits in the country or countries
         in which such claims and lawsuits arose.

                  (iii) If Licensor  disposes of a claim or conducts the defense
         of a lawsuit for which it is obligated to indemnify  Horus  pursuant to
         Article  11(b)(ii),  there  shall  be no  abatement  of the  applicable
         royalties  payable for such Product or Improved  Product in the country
         where such claim or lawsuit  is  brought  during the  pendency  of such
         disposition or lawsuit or any appeal taken from it. If Licensor  elects
         not to dispose of such claim or defend such  lawsuit,  Horus may defend
         the claim or  lawsuit,  and the  royalties  payable  to  Licensor  with
         respect  to Net Sales in the  country in which such claim or lawsuit is
         pending  shall be  reduced  by 50% of the  royalty  otherwise  payable;
         provided  that (A) the  reduction  in the  royalty  shall apply only if
         Licensor  had legal  standing  to  dispose  of the claim or defend  the
         lawsuit in that country,  and (B) upon final resolution of the claim or
         lawsuit,  Horus shall  resume  paying  Licensor the full royalty due in
         such country.  For purposes of Horus's  conduct of the  disposition  or
         defense,  Licensor shall furnish to Horus such reasonable assistance as
         Horus may need and from time to time reasonably request.

                  (iv) If Horus becomes  obligated to pay royalties to any Third
         Person, in order to manufacture,  have  manufactured,  sell, have sold,
         use, have used, or import the Product in the Territory,  said royalties
         shall be creditable against the royalties otherwise payable to Licensor
         hereunder;  provided, however, that such credit shall not exceed 50% of
         the royalties  otherwise payable to Licensor  hereunder;  and provided,
         further  that no such  credit  shall be  allowed  with  respect  to any
         royalty paid for the use of any technology, method, process, device, or
         equipment in connection with manufacturing,  packaging or any container
         or delivery system, or the use of any trademark,  that was developed by
         Horus, any of its Affiliates,  or any of its sublicensees,  or obtained
         from a Third Person.


                                       18
<PAGE>


         (c) Cross Indemnification.  Each party shall defend, indemnify and hold
the other party and their respective Affiliates, and their respective directors,
officers,  employees  and agents,  harmless from and against any and all claims,
liabilities,  damages, losses, costs and expenses (including the reasonable fees
of attorneys and other  professionals  whose assistance is reasonably  required)
arising  out  of  or  resulting  from:  (i)  the  negligence,   recklessness  or
intentional  acts or  omissions  of the  indemnifying  party,  the  indemnifying
party's Affiliates, and sublicensees,  and their respective directors, officers,
employees  and  agents;  and  (ii) any  breach  of a  representation,  warranty,
covenant or agreement of the indemnifying party hereunder.  Notwithstanding  the
foregoing, Licensor's liability to Horus for indemnification with respect to any
and all  infringement  claims or lawsuits  shall not exceed 50% of the aggregate
amount of all royalties previously paid to Licensor by Horus.

         (d) By Horus.  Except to the  extent  that  Licensor  is  obligated  to
indemnify  Horus under  paragraph  (c) of this Article 11 or against  patent and
trademark  infringement  claims  brought by Third  Persons,  Horus shall defend,
indemnify and hold Licensor and its Affiliates,  and their respective directors,
officers,  employees  and agents,  harmless from and against any and all claims,
liabilities,  damages, losses, costs and expenses (including the reasonable fees
of attorneys and other  professionals  whose assistance is reasonably  required)
arising out of or  resulting  from claims of Third  Persons,  including  but not
limited to claims for personal injury, property damage, or costs associated with
any  recall,  arising out of Horus's  (and its  Affiliate's  and  sublicensee's)
exploitation  of the  licenses  and rights  granted to it hereunder or otherwise
arising out of the development,  manufacture,  use or sale of the Product or any
Improved Product by Horus or by any Affiliate or sublicensee of Horus, or by any
other  Third  Person  that  manufactures  or sells the  Product or any  Improved
Product under contract with Horus or with any of Horus' Affiliates.

         (e)  Conditions to  Indemnification.  The  indemnified  party shall (i)
advise the  indemnifying  party, in writing,  of any claim or lawsuit within ten
(10) business days after the  indemnified  party has received  written notice of
said claim or lawsuit or within such a time frame as not to materially prejudice
the rights of the indemnifying party, and (ii) assist the indemnifying party and
its representatives in the investigation and defense of any claim and/or lawsuit
for which indemnification is provided. The agreement of the parties to indemnify
each  other  shall not be valid as to any  settlement  of a claim or  lawsuit or
offer of  settlement or  compromise  without the prior  written  approval of the
indemnifying  party,  which  approval  will not be  unreasonably  withheld.  The
failure of any  indemnified  party to notify the  indemnifying  party within the
time provided in this paragraph shall not relieve the indemnifying  party of its
obligation of  indemnification  except and to the extent that such delay results
in the loss or impairment of a defense or other  substantive or procedural legal
right  so as to  materially  prejudice,  limit  or  impair  the  ability  of the
indemnifying party to defend such claim or lawsuit.

         (f) Limit on Consequential Damages. Notwithstanding any other provision
of  this  Agreement,  neither  party  shall  be  liable  to the  other  for  any
consequential,  incidental,  special or indirect damages whatsoever, unless they
are allowed  Third Person  damages  against  which one party is to indemnify the
other.


                                       19
<PAGE>


         (g)  Survival.   The  provisions  of  this  Article  11  shall  survive
termination of this Agreement for a period of five years; provided,  that if any
claim  or  lawsuit  as  to  which   Horus  or   Licensor   may  be  entitled  to
indemnification   under  this  Article  11  is  pending  five  years  after  the
termination of this Agreement,  the rights and obligations of Horus and Licensor
with respect to  indemnification  for such claim or lawsuit  shall survive until
the claim or lawsuit is resolved (by way of settlement,  compromise,  dismissal,
or final  judgement as to which the time for appeal has expired) and the related
claims or obligations for indemnification have been paid in full.

12.      Confidentiality
         ---------------

         (a)   Confidentiality.   Neither   party  shall  use  or  disclose  any
Confidential  Information  received by it pursuant to this Agreement without the
prior written  consent of the other.  This obligation will continue for a period
of five (5) years after expiration or prior termination of this Agreement.  If a
party  received  Confidential  Information  from the other party,  the receiving
party shall maintain and protect the secrecy of such Confidential Information in
a manner  consistent  with the manner in which the receiving  party protects its
own Confidential Information.

         (b) Disclosure. Nothing contained in this Article shall be construed to
restrict the parties from disclosing Confidential Information as required:

                  (i)      For regulatory, tax or customs reasons;

                  (ii)     For audit purposes;

                  (iii)    By court order or other government order or request;
                           or

                  (iv)     To perform acts permitted by this Agreement;

provided  that,  in each case,  reasonable  efforts have been made to assure the
confidentiality of the Confidential Information so disclosed, or the other party
is notified in sufficient time to take legally  available action to maintain the
confidentiality of the Confidential Information.

13.      Term and Termination
         --------------------

         (a) Term. This Agreement shall commence on the date first above written
and shall continue until terminated as provided in this Article 13.

         (b)  Termination  of  Agreement  by  Licensor.  Licensor  may  elect to
terminate  this  Agreement by written notice to Horus if the Effective Date does
not occur within sixty (60) days after the date first above written.


                                       20
<PAGE>


         (c) Termination in Certain  Countries by Licensor.  Licensor shall have
the  right  to  terminate  Horus'  license  to use  Licensed  Patents,  Licensed
Trademarks, and Licensed Proprietary Technology to manufacture, market, and sell
the Product in a country as follows:

                  (i)      If  Horus  fails to  perform  its  obligations  under
                           paragraph  (c) of Article 8,  Licensor may  terminate
                           Horus'  license  in any  country  shown on Table 1 on
                           Exhibit C in which a Regulatory Application for human
                           use has not been timely filed and prosecuted by Horus
                           or its Affiliates;

                  (ii)     If  Horus  fails to  perform  its  obligations  under
                           paragraph  (b) of Article 6 with  respect to at least
                           20 countries  shown on Table 1 on Exhibit C, Licensor
                           may terminate  Horus' license in any country shown on
                           Table 1 in which  sales of the  Product for human use
                           have not commenced;

                  (iii)    If  Horus  discontinues  marketing  and  sales of the
                           Product  for human  use in a country  for a period of
                           three months due to reasons other than Force Majeure;
                           provided,  that in the case of damage or  destruction
                           of  manufacturing  facilities  Licensor may terminate
                           Horus's license in such country if the  manufacturing
                           facility  is not  repaired  and  sales do not  resume
                           within twenty four months,  and in the case of a loss
                           or suspension of Regulatory  Approval,  such approval
                           is  not  restored  and  sales  do not  resume  within
                           eighteen months.

         (d) Termination by Horus. Horus may terminate this Agreement (including
its  Exclusive  Licenses) on a Product by Product and country by country  basis,
(i) on or after the date on which all Licensed  Patents  covering the Product in
such country have expired,  provided that Horus has given Licensor twelve months
prior written notice of Horus' election to so terminate this Agreement,  or (ii)
upon written notice if all License Patents  covering the Product in such country
are  determined to be invalid by a final judgment or a final decision of a court
or an  administrative  body having  jurisdiction over the subject matter that is
not subject to appeal; provided that if Horus gives a notice under clause (i) or
clause  (ii),  Licensor  may  immediately,  upon  receipt  of the  notice,  make
arrangements  with a  replacement  distributor  for country or  countries in the
Territory as to which the notice of termination pertains.

         (e)  Termination by Either Party. A party may terminate this Agreement
(including all Exclusive  Licenses) by giving to the other party written notice
as follows:

                  (i)      Upon the bankruptcy or the insolvency of the other
                           party; or

                  (ii)     Upon the breach of any material provision of this
                           Agreement by the other party if the breach is not
                           cured within sixty (60) days after written notice
                           thereof to the party in default;  provided  that
                           Licensor's right to terminate this Agreement for
                           Horus' failure to perform its obligations  under
                           paragraph (c) of Article 8 or under paragraph (b) of
                           Article 6 shall be governed by subparagraphs (a)(i)
                           and (a)(ii) of this Article 13.

                                       21
<PAGE>


         (f)  Consequences of Termination.

                  (i)   Survival   of   Liability.   Termination,    expiration,
                  cancellation  or  abandonment  of this  Agreement  through any
                  means and for any reason  shall not relieve the parties of any
                  obligation  (including  payment of royalties)  accruing  prior
                  thereto,  and shall be  without  prejudice  to the  rights and
                  remedies of either party with respect to any antecedent breach
                  of any of the provisions of this Agreement.

                  (ii) Return of Confidential  Information.  Upon termination of
                  this Agreement for any reason,  each party shall, upon request
                  by the other party,  return to the requesting party all copies
                  of the requesting party's  Confidential  Information and shall
                  make no further use thereof.

                  (iii)  Termination  of  Use  of  Licensed  Patents,   Licensed
                  Proprietary  Technology,  and Trademarks.  Upon termination of
                  this Agreement or the Exclusive Licenses, Licensee shall cease
                  to use the Licensed Patents,  Licensed Proprietary Technology,
                  Confidential  Information,  and  Licensed  Trademarks  in  any
                  country as to which such termination applies, or as to any and
                  all  countries  if this  entire  Agreement  and all  Exclusive
                  Licenses are terminated.

14.      Representations and Warranties of Licensor
         ------------------------------------------

         Licensor represents and warrants that:

         (a)  Licensor  has the full right and power to perform the  obligations
and grant the Exclusive  License set forth in this  Agreement,  and there are no
outstanding  agreements,  assignments or encumbrances in existence  inconsistent
with the provisions of this Agreement;

         (b)  The  execution  and  delivery  of this  Agreement  does  not,  and
manufacture  and sale of the  Product by Horus will not (i) violate the terms of
any order,  writ or decree of any court or judicial or  regulatory  authority or
body to which  Licensor is subject,  or (ii) conflict with or result in a breach
of any  condition or provision or  constitute a default under or pursuant to the
terms of any contract,  license,  or agreement to which Licensor is a party,  or
which is or purports to be binding upon Licensor,  or upon any of the properties
or assets of Licensor.

         (c) To  the  best  of  Licensor's  knowledge,  there  are  no  actions,
threatened or pending,  before any court relating to the Licensed Patents and/or
Licensed Proprietary Technology.

         (d) Licensor has not authorized others to practice the Licensed Patents
and/or Licensed Proprietary Technology in the Territory.

                                       22
<PAGE>


         (e) To the best of Licensor's knowledge,  no Third Person has acquired,
owns or possesses  any right,  title or interest in or to the  Licensed  Patents
and/or Licensed Proprietary Technology in the Territory.

15.      Representations and Warranties of Horus
         ---------------------------------------

         Horus represents and warrants that:

         (a) This Agreement has been duly authorized,  executed and delivered by
Horus and is the valid and binding agreement of Horus, enforceable in accordance
with its terms.

         (b)  The  execution  and  delivery  of this  Agreement  does  not,  and
manufacture  and sale of the  Product by Horus will not (i) violate the terms of
any order,  writ or decree of any court or judicial or  regulatory  authority or
body,  or (ii) conflict with or result in a breach of any condition or provision
or constitute a default under or pursuant to the terms of any contract, license,
or agreement to which Horus or any of its Affiliates is a party,  or which is or
purports to be binding upon Horus or any of its  Affiliates,  or upon any of the
properties or assets of Horus or any of its Affiliates.

         (c)  Horus,  its  Affiliates  and  sublicensees,  and their  respective
employees,  agents and  contractors,  will  manufacture  the Product  under good
manufacturing practices, in compliance with all applicable laws, statutes, rules
and regulations.

         (d) Horus,  its Affiliates and sublicensees  will  distribute,  market,
sell,  transport  and dispose of the Product in compliance  with all  applicable
laws, statutes, rules and regulations.

16.      Publicity
         ---------

  Neither  party shall issue any press  release or similar  public
announcement concerning this Agreement without the prior written approval of the
other party, which approval shall not unreasonably be withheld.  Each party will
submit  to the other  party for  approval  a copy of each  such  proposed  press
release or other public  announcement  not less than 15 days prior to release or
publication.  The  receiving  party shall be deemed to have given its consent to
such press  release or  publication  if it fails to object to the same within 14
days after receipt. The restrictions contained in this paragraph shall not apply
to (a) any information  that a party  determines in good faith to be required to
be disclosed  in any  registration  statement,  report or other filing under the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended,  or any other  securities  law of any other  state,  country,  or other
jurisdiction,  or any applicable rule or regulation  thereunder,  or any rule or
regulation of any  securities  exchange on which  securities of any class of the
party are listed or traded,  (b) any  information  disclosed  in any  lawsuit or
similar proceeding, (c) any information that a party determines in good faith to
be  required  to  be  disclosed  in  any  Regulatory  Application,  or  (d)  any
information  required to be disclosed pursuant to any order, writ, or injunction
issued by any court or government  agency or authority having  jurisdiction over
the disclosing party.


                                       23
<PAGE>


17.      Notices
         -------

         All notices given under this Agreement shall be in writing and shall be
delivered  personally,  by facsimile  confirmed by postage  prepaid  first-class
mail,  by over-night  or next  business day air courier,  or by postage  prepaid
certified mail to the following addresses of the respective parties:

         Horus B.V.
         Boseind 15
         5281 RM Boxtel
         The Netherlands
         Attention: President

         BioTime, Inc.
         935 Pardee Street
         Berkeley, CA  94710
         Attention: President

         With copy to: Chief Financial Officer

         Notices  shall be  effective  upon receipt if  personally  delivered or
delivered by facsimile or air courier,  or on the third  business day  following
the date of mailing.  A party may change its address  listed  above by notice to
the other party.

18.      Dispute Resolution
         ------------------

         The parties recognize that bona fide disputes may arise which relate to
the parties' rights and obligations under this Agreement. The parties agree that
any such dispute shall be resolved in accordance  with the  procedures set forth
in Exhibit E. The  provisions of this Article shall survive  termination of this
Agreement  with  respect  to any act or  omission  of  Licensor,  Horus,  or any
Affiliate or  sublicensee  of Horus that occurred or is alleged to have occurred
during the term of this  Agreement  and that,  but for the  termination  of this
Agreement, would have been subject to arbitration under this Article.

19.      Applicable Law
         --------------

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of New York, regardless of the choice of law principles of
New York or any other jurisdiction.


                                       24
<PAGE>


20.      Assignment
         ----------

         Neither party shall assign this  Agreement or any part thereof  without
the prior written consent of the other party;  provided,  however,  that without
the consent of the other party (a) either party may assign this  Agreement to an
Affiliate, (b) Licensor may assign its rights to receive license fees or royalty
payments,  and (c) either  party may  assign or sell its rights and  obligations
under this  Agreement in connection  with the transfer or sale of  substantially
its entire  business  to which this  Agreement  pertains  or through a merger or
consolidation  with  another  company.  Any  permitted  assignee  (other than an
assignee  of a  right  to  receive  payments  due  Licensor)  shall  assume  all
obligations of its assignor under this  Agreement.  No assignment  shall relieve
any party of  responsibility  for the  performance of any obligation  which such
party has hereunder.

21.      Entire Agreement
         ----------------

         This Agreement, the Exhibits, any and all confidentiality agreements to
which  Licensor and Horus are both parties,  and the agreement  contemplated  by
Article 25 constitute the entire  agreement  between the parties  concerning the
subject  matter  hereof and  supersede  all written or oral prior  agreements or
understandings with respect thereto;  provided,  however,  that the Confidential
Disclosure Agreement previously executed by Horus shall remain in effect.

22.      Severability
         ------------

         This Agreement is subject to the restrictions,  limitations,  terms and
conditions  of all  applicable  laws,  governmental  regulations,  approvals and
clearances.  If any term or provision of this Agreement  shall for any reason be
held invalid,  illegal or unenforceable in any respect, such invalid, illegal or
unenforceable  provision  shall be modified  so as to conform to the  applicable
requirements,  and this  Agreement  shall be  modified  by the  parties so as to
accomplish  as  nearly  as  possible  the  original  intention  of  the  parties
consistent with applicable laws and regulations.

23.      Cumulative Rights and Remedies
         ------------------------------

         The  rights,  powers,  and  remedies  given to each  party  under  this
Agreement  shall be  cumulative  and in  addition  to all  rights,  powers,  and
remedies given to such party by virtue of any statute, rule or law. The exercise
or existence of any right or remedy under this Agreement  shall not preclude the
exercise of any other right or remedy or constitute an election of remedies, and
any  forbearance or failure or delay in exercising any right,  power,  or remedy
shall not preclude the further exercise thereof or any other.

24.      Waiver - Modification of Agreement
         ----------------------------------

         No waiver or  modification  of any of the terms of this Agreement shall
be valid unless in writing and signed by authorized representatives of the party
to be charged. Failure or delay by either party to enforce any rights under this
Agreement  shall not be  construed as a waiver of such rights nor shall a waiver
by  either  party  in one or more  instances  be  construed  as  constituting  a
continuing waiver or as a waiver in other instances.

                                       25
<PAGE>


25.      Performance by Horus' Affiliates
         --------------------------------

         Horus has been  organized for the purpose of holding  certain  patents,
trademarks, and other intellectual property for use by its Affiliates, and it is
understood  by the parties that the  obligations  of Horus under this  Agreement
will be performed  primarily by one or more of Horus'  Affiliates.  Accordingly,
concurrently  with the execution of this Agreement,  Horus will provide Licensor
with a written agreement by its ultimate parent Akzo Nobel, N.V. to guaranty the
performance  and  payment  obligations  of Horus  under this  Agreement,  and to
provide sufficient funds for such purpose.

         The parties  intending to be bound by the terms and  conditions  hereof
have caused this Agreement to be signed by their duly authorized representatives
on the date first above written.

BIOTIME, INC.


   By: /s/Ronald S. Barkin
      ------------------------------

Title: President & COO
      ------------------------------


HORUS, B.V.


   By: /s/J. Dopper
      ------------------------------

Title: Director
      ------------------------------

   By: /s/R. Salsmans
      ------------------------------

Title: Director
      ------------------------------

                                       26
<PAGE>



                                    Exhibit A
                                    ---------
                              Product Formulations
                              --------------------


Hextend(R)
----------
Hydroxyethyl Starch (High
Molecular Weight Hetastarch)                6%
Sodium Chloride                             115 millimoles/liter
Magnesium Chloride Hexahydrate              0.45 millimoles/liter
Calcium Chloride Dihydrate                  2.5 millimoles/liter
Potassium Chloride                          3 millimoles/liter
Glucose                                     5 millimoles/liter
Sodium Lactate                              28 millimoles/liter



                                       27
<PAGE>






                                    Exhibit B
                                    ---------
                                  Patent Rights
                                  -------------


I.   PLASMA-LIKE SOLUTION

(Confidential information has been omitted and filed separately with the
Securities and Exchange Commission)



II.  PHYSIOLOGICALLY ACCEPTABLE AQUEOUS SOLUTIONS AND ITS USE IN MANUFACTURE OF
     A MEDICAL PREPARATION

(Confidential information has been omitted and filed separately with the
Securities and Exchange Commission)


                                       28
<PAGE>



III. METHODS AND COMPOSITIONS FOR USE IN PERFUSION APPLICATIONS

(Confidential information has been omitted and filed separately with the
Securities and Exchange Commission)


                                       29
<PAGE>


                                    Exhibit C
                                    ---------
    Table of Countries for Determining Certain Horus Performance Obligations
    ------------------------------------------------------------------------

Table 1:

(Confidential information has been omitted and filed separately with the
Securities and Exchange Commission)



                                       30
<PAGE>


                                    Exhibit D
                                    ---------
                           Royalties and License Fees
                           --------------------------

Royalties:

Licensed Patents--Valid Claim in Country of Sale

     Horus will pay Licensor  royalties  equal to at least 12% but not more than
15% of Net Sales in  countries  in which the  Product is covered by at least one
Valid Claim, determined as follows:

1.  The  royalty  percentage  rate for any country in the  Territory  during any
    royalty  period  (calendar  quarter)  is equal to 15% minus  one-half of one
    percent  for every one  percent by which the ratio of the Cost of Goods Sold
    in that  country  to the  total  Net  Sales  price in that  country  exceeds
    (Confidential  information  has been omitted and filed  separately  with the
    Securities and Exchange  Commission);  provided that the royalty  percentage
    will not be less than 12%.  In  determining  such  ratio,  fractions  of one
    percent  will  be  disregarded.   By  way  of  example  only,  (Confidential
    information  has been omitted and filed  separately  with the Securities and
    Exchange Commission).

2.  Royalties are equal to the royalty percentage rate determined in 1. above,
    multiplied by Net Sales.

Licensed Patents--Valid Claim in Country of Origin (Manufacture) Only

     So long as the Product is  manufactured in a country in which it is covered
by a Valid Claim, Horus shall pay Licensor a royalty on Net Sales in any country
in the  Territory  in which the  Product is not  covered by a Valid  Claim.  The
royalty  in such case shall be 50% of the  royalty  that would have been paid if
the product  was  covered by a Valid Claim in the country  where the Product was
sold.

Licensed Proprietary Technology Only

     If Horus or any of its Affiliates or sublicensees  sells the Product in any
country in the Territory in which it is not covered by a Valid Claim, and if the
Product  is  manufactured  in a country  in which it is not  covered  by a Valid
Claim,  Horus shall pay  Licensor a royalty for the use of Licensed  Proprietary
Technology rather than Licensed Patents. Such royalty shall be determined in the
same manner as  royalties on Net Sales in a country in which a Valid Claim is in
effect, except that the royalty shall be not more than 3.5% and not less than 2%
of Net Sales.  Such royalty shall be payable only with respect to Net Sales made
prior to the fifth anniversary date of this Agreement.

Royalties for Trade Marks

     If Horus or any of its Affiliates or sublicensees  sells the Product in any
country in the  Territory  in which the Product is not covered by a Valid Claim,
and if the Product  sold in such country is  manufactured  in a country in which
the Product is not covered by a Valid  Claim,  Horus will pay Licensor a royalty
in the amount of 2% of Net Sales in such country if Horus or its  Affiliates  or
sublicensees  use any Licensed  Trademark in  connection  with the  manufacture,
distribution or sale of the Product.  Such royalty fee for a Licensed  Trademark
shall  be in  addition  to any  royalty  payable  for  the  use  of  Proprietary
Technology.

                                       31
<PAGE>


     If Licensor  terminates  Horus's license to use Licensed Patents,  Licensed
Trademarks and Licensed Proprietary Technology in a country before such Licensed
Patents have expired or have been determined by final judgment or administrative
determination to be invalid in such country, and if Licensor thereafter grants a
Third Person a license to use the Licensed  Patents and Licensed  Trademarks  to
sell the  Product  in such  country,  Licensor  shall pay Horus a royalty in the
amount of 2% of Net Sales of the  Product in such  country by such Third  Person
under any Licensed Trademarks.  Licensor's  obligation to pay such royalty shall
remain in effect from the date that  Horus'  license  was  terminated  until the
expiration  of  the  same  number  of  years  as  Horus  or its  Affiliates  and
sublicensees  sold the Product in that country under  Licensed  Trademarks,  but
shall  expire  earlier  if the Third  Person  ceases to sell the  Product  under
Licensed Trademarks in that country.

Additional License Fees

     Horus will pay additional license fees as follows:

3.   $2,500,000 on the first  anniversary  date of the first sale of the Product
     in a European Union member nation.  Within thirty (30) days after the first
     sale of the  Product in a European  Union  member  nation,  Horus will give
     Licensor notice of the date of such sale.

4.   $3,000,000 after both of the following  milestones have been achieved:  (a)
     Regulatory  Approval  has been  obtained  in  Sweden  or at least one other
     European  Union member  nation;  and (b) a patent is issued by the European
     Patent Office under application serial number (Confidential information has
     been  omitted  and  filed  separately  with  the  Securities  and  Exchange
     Commission).  Such  fee  shall  be  paid  on the  later  of (i)  the  first
     anniversary  of the date first above  written,  or (ii) nine months and ten
     days after the  issuance  of such  patent by the  European  Patent  Office;
     provided that if an opposition to such patent has been properly  filed with
     the European Patent Office and has not been withdrawn during the nine month
     opposition  period,  Horus shall have the right to extend the date on which
     the $3,000,000  license fee payment is due until a date that is ninety (90)
     days after the date on which the European Patent Office  opposition  period
     expired (the "Extension  Period").  Such extension shall be done by written
     notice to Licensor.  During the Extension Period,  Horus shall evaluate the
     opposition  so  filed,  and  based  upon its  analysis  shall do one of the
     following no later than the last day of the Extension  Period:  (i) pay the
     $3,000,000  license fee to Licensor;  or (ii) deliver to Licensor a written
     notice of Horus' request to terminate this  Agreement.  Any such request to
     terminate this Agreement may be granted by Licensor at any time, and in any
     event,  will be deemed  granted  by  Licensor  ninety  (90) days after such
     notice is given  unless  prior to that day Horus and  Licensor  agree to an
     extension of time or other provisions for payment of the license fee.

                                       32

<PAGE>

                                    Exhibit E
                                    ---------
                               Dispute Resolution
                               ------------------

       The parties  shall  attempt in good faith to resolve by  negotiation  any
dispute  arising out of or relating  to this  Agreement.  If the dispute has not
been resolved by negotiation  within 45 days after the disputing party's written
notice,  the parties shall endeavor to settle the dispute by mediation under the
supervision of and in accordance with the CPR Model Mediation Procedures. Unless
otherwise  agreed,  both parties or each individual party may request the CPR to
appoint an  independent  mediator.  The seat of the mediation  shall be New York
City.

       If the dispute has not been resolved by non-binding  means as provided in
this Exhibit E within ninety (90) days after the  initiation of such  procedure,
the dispute shall be finally and fully settled by  arbitration in New York City,
or any other mutually agreed upon venue under the UNCITRAL  Arbitration Rules by
three  independent  arbitrators  appointed in  accordance  with said rules.  The
appointing  authority  shall be the CPR  Institute for Dispute  Resolution.  The
arbitration  shall be in lieu of any other  remedy and the award shall be final,
binding and enforceable by any court having jurisdiction for that purpose.


                                       33
<PAGE>


                                    Exhibit F
                                    ---------
                            New Product Formulations
                            ------------------------


HetaCool(TM)
------------
Hydroxyethyl Starch (High Molecular
Weight Hetastarch)                          6%
Sodium Chloride                             115 millimoles/liter
Magnesium Chloride Hexahydrate              0.45 millimoles/liter
Calcium Chloride Dihydrate                  2.5 millimoles/liter
Potassium Chloride                          3 millimoles/liter
Glucose                                     5 millimoles/liter
Sodium Lactate                              28 millimoles/liter
Sodium Bicarbonate                          5 millimoles/liter


PentaLyte(R)
------------

(Confidential information has been omitted and filed separately with the
Securities and Exchange Commission)

                                       34