NALPAK INDUSTRIES, INC.
                                  P.O. Box 165
                          Bedford Hills, New York 10507
                              Phone: (914) 234-1212
                               Fax: (914) 234-6166
April 15, 1997




Mr. Bruce Hausman (BY FAX)
President and Chief Executive Officer
Daltex Medical Sciences, Inc.
4642 Bocaire Blvd.
Boca Raton, Florida  33487

Dr. Louis R.M. Del Guercio (BY FAX)
Chairman of the Board
Daltex Medical Sciences, Inc.
14 Pryer Lane
Larchmont, New York  10538

Mr. James O. Leonard
Chairman of Executive Committee
Daltex Medical Sciences, Inc.
18 King's Lane
St. Simon's Island, Georgia  31522

Re:      Sublicense of Technology

Gentlemen:

This letter will set forth our  intention,  subject to the terms and  conditions
set forth,  to enter into the  arrangements  concerning  the  patents  which are
licensed  by Daltex  Medical  Sciences,  Inc.  ("Daltex")  from the  Trustees of
Columbia University in the City of New York ("Columbia") for antimicrobial latex
examination and surgeons'  gloves to prevent or reduce  infection and to inhibit
the transmission of infectious diseases.

Nalpak Industries,  Inc.,  ("Nalpak") which has been in the glove business for a
decade and whose principal,  Woody Kaplan, is well-known to you, has received an
expression  of interest  from a  financing  partner  (collectively,  the "Medpac
Group")  to  sublicense  from  Daltex  the  exclusive  worldwide  rights  to the
anti-microbial  patents  currently  owned by  Columbia  and  which  patents  are
currently  licensed to Daltex (the  "License")  pursuant to a License  Agreement
dated  December  28,  1987,  as  amended,   for  use  with  gloves.  It  is  our
understanding that Daltex is

<PAGE>

interested in maximizing the potential of the patents it is licensing but cannot
afford the expenses  associated  with  obtaining  clearance in the United States
from  the  U.S.  Department  of  Health  and  Human  Services,   Food  and  Drug
Administration (the "FDA") for the sale of such gloves.

The  Medpac  Group  understands  that  the  fees and  expenses  associated  with
procuring  FDA  approval  are  approximately  $100,000,  and subject to the next
sentence,  the Medpac Group is willing to assume such  liability  in  connection
with obtaining the sublicense for the exclusive  worldwide  rights to the patent
for use with the gloves.  The Medpac Group and Daltex acknowledge that the costs
associated with procuring FDA approval shall be kept to an absolute minimum, and
that  the  $100,000  approximate  cost  includes  legal  fees  and  other  costs
associated with filing the necessary  documents with the FDA. With regard to the
payment  of any legal  fees  other than  those  associated  with  obtaining  FDA
approval,  Daltex agrees that Nalpak and the Medpac Group are not liable for any
of Daltex' legal fees due to Columbia or any other party.

It is understood that the consummation of any transaction between Daltex and the
Medpac Group is subject to the approval of the respective Boards of Directors of
each  company  as well as  obtaining  such  consents  from  and  satisfying  any
conditions  of  Columbia.  This letter is  intended  solely as an outline of the
major terms upon which the Medpac  Group  intends to proceed.  The  execution of
this  letter by  representatives  of either  party  shall not create any legally
binding  obligations  on the part of either  party,  but is  intended  only as a
guideline for the preparation of  documentation  leading to the  consummation of
such transaction.  This letter and the transactions and agreements  contemplated
hereby  are  subject in all  respects  to the  preparation  and  negotiation  of
appropriate  agreements and instruments which must be mutually acceptable to the
parties.

Notwithstanding  the  foregoing,  each of us  acknowledge  that  the  sublicense
described  herein  has been set  forth in a draft  License  Agreement  which was
negotiated  between  us over  several  months  in 1996  and the  final  form was
substantially  agreed upon by us in September  1996,  subject to the approval of
Columbia.  Each of us acknowledge that the basic terms and conditions of the new
agreement  will be  substantially  identical to the draft  agreement  already in
place,  subject to certain changes as well as the changes as follows:  1) Daltex
acknowledges that Nalpak may assign the sublicense agreement and all of Nalpak's
rights  therein to any person or entity which is a part of the Medpac Group,  2)
Upon execution of the License Agreement, Dr. Shanta Modak of Columbia University
has agreed to be available to make a presentation in New York City to members of
the Medpac Group regarding the patents being sublicensed, and 3) Nalpak or the

                                        2

<PAGE>

Medpac Group is willing to assume the liability  associated  with  procuring FDA
approval as aforementioned above.


                                          Very truly yours,

                                          NALPAK INDUSTRIES, INC.


                                          By: /s/ Woody Kaplan
                                              Woody Kaplan, President


AGREED AND ACCEPTED:

DALTEX MEDICAL SCIENCES, INC.

By: /s/ Bruce Hausman
    Bruce Hausman, President

                                        3