EXHIBIT 10.1



                            STOCK PURCHASE AGREEMENT


         This Agreement  ("Agreement") is entered into this 14th day of January,
1998, by and between Biomar International, Inc., a Delaware corporation with its
principal   offices  in  Chapel  Hill,  North  Carolina  (the  "Purchaser")  and
Paracelsian, Inc., a Delaware corporation with its principal offices in New York
(the "Corporation").

WHEREAS, the Purchaser desires to purchase from the Corporation  3,571,429 newly
issued shares of the common stock of the Corporation (the "Shares") on the terms
and subject to the conditions set forth herein; and

WHEREAS,  the  Board  of  Directors  of the  Corporation,  due to the  financial
condition of the Corporation, desires to sell to the Purchaser the Shares on the
terms and subject to the conditions set forth herein.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

SECTION 1.   PURCHASE OF SHARES.

1.1      PURCHASE  OF  SHARES.  Subject  to the terms and  conditions  set forth
herein, on or before January 15, 1998 (the "Purchase Date"),  the Purchaser will
purchase 3,571,429 Shares and the Corporation will issue the Shares purchased by
the Purchaser,  said Shares constituting  approximately  thirty percent (30%) of
all of the then issued and  outstanding  capital stock of the  Corporation as of
the Purchase  Date. On the Closing Date (as  hereinafter  defined) the Purchaser
will also receive  warrants to purchase up to an  additional  $520,000 in common
stock, in increments of at least $100,000,  at a per share price equal to $0.175
(the "Warrants"). The Warrants are in the form attached as Exhibit 1.1A and will
be  exercisable at any time prior to their  expiration  which will occur 90 days
from the date the Shares and Warrants are  registered  with the  Securities  and
Exchange  Commission ("SEC") as provided under the Registration Rights Agreement
in the form  attached as Exhibit  1.1B.  To the extent that the  exercise of the
Warrants  will  require an  increase  in the number of  authorized  shares,  the
Corporation  will use its best  efforts  to obtain  shareholder  approval  of an
increase in the  authorized  shares  sufficient to  accommodate  issuance of the
shares under the Warrant.

1.2      PURCHASE  PRICE.  The Purchaser will pay to the  Corporation the sum of
five hundred thousand  dollars  ($500,000) for the Shares (referred herein to as
the "Purchase Price").

1.3      PAYMENT OF PURCHASE PRICE.  The Purchase Price will be paid as follows:
(i) the Purchaser will pay to the Corporation the sum of fifty thousand  dollars
($50,000) on the Closing Date;  and (ii) the  Purchaser  will deliver the sum of
four hundred and fifty thousand dollars ($450,000) on the Purchase Date.

SECTION 2.   REPRESENTATIONS  AND  WARRANTIES  OF  CORPORATION.  As  a  material
inducement  to the  Purchaser  to enter into this  Agreement  and  purchase  the
Shares,  the  Corporation  represents  and  warrants  that  to the  best  of the
knowledge of the Corporation:

2.1      ORGANIZATION AND CORPORATE POWER. The Corporation is a corporation duly
incorporated  and validly  existing  under the laws of the State of Delaware and
the  Corporation is qualified to do business in every  jurisdiction in which its
ownership  of  property or conduct of  business  requires it to qualify,  except
where any failure does not have a material  adverse  effect on the  Corporation.
The Corporation has all requisite corporate power and authority and all material
licenses,   permits,  and  authorizations  necessary  to  own  and  operate  its
properties  and to carry on its  business  as now  conducted,  except  where any
failure does not have a material adverse effect on the  Corporation.  The copies

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of the Corporation's articles of incorporation and bylaws have been furnished to
the Purchaser and such copies  reflect all  amendments  made thereto at any time
prior to the date of this Agreement and such copies are correct and complete.

2.2      CAPITAL STOCK AND RELATED MATTERS.  (a) The authorized capital stock of
the Corporation consists of twenty million (20,000,000) Shares,  twelve million,
four thousand,  eight hundred and sixty seven  (12,004,867)  of which are issued
and  outstanding  and are  owned,  of  record,  as  shown  on the  books  of the
Corporation  on December 31, 1997 and no other shares,  common or otherwise,  of
the  Corporation are issued and  outstanding.  Except as listed on Schedule 2.2,
the  Corporation  does not have  outstanding  and has not  agreed,  orally or in
writing,  to issue any shares or securities  convertible or exchangeable for any
shares, nor does it have outstanding nor has it agreed, orally or in writing, to
issue any  options or rights to purchase or  otherwise  acquire its shares.  The
Corporation  is not  subject to any  obligation  (contingent  or  otherwise)  to
repurchase or otherwise acquire or retire any of its shares. Except as listed on
Schedule 2.2, the Corporation has not violated any applicable securities laws or
regulations in connection  with the offer or sale of its  securities  other than
violations  that have been,  or will before the Closing have been,  corrected by
post-issuance  filings.  All  of the  outstanding  shares  of the  Corporation's
capital stock are validly issued,  fully paid, and nonassessable.  Upon purchase
thereof  pursuant to the terms of this Agreement,  the Purchaser will have, good
and marketable  title to the Shares,  free and clear of all security  interests,
liens,   encumbrances,   or  other  restrictions  or  claims,  subject  only  to
restrictions as to marketability  imposed by securities laws.  Assuming that the
representations  in Section 3.6 are true and correct,  the  Corporation  has not
violated or will not violate any applicable  securities  laws in connection with
the offer or sale of the Shares to the Purchaser hereunder.

         (b) Except as noted on Schedule  2.2 or where the failure to file would
not have had or could not have a material and adverse effect on the Corporation,
the Corporation has filed all reports,  registrations  and statements,  together
with any amendments required to be made with respect thereto, that were required
to be filed with the SEC or any other  governmental  or  regulatory  authorities
having  jurisdiction over the Corporation.  All such reports,  registrations and
statements  filed  by the  Corporation  with the SEC or  other  such  regulatory
authority  are  collectively  referred to herein as the  "Reports."  As of their
respective  dates,  each Report  complied in all material  respects with all the
statutes,  rules and  regulations  enforced  or  promulgated  by the  regulatory
authority with which it was filed and did not contain any untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading. The Corporation has not been notified that
any such Report was deficient in any material respect as to form or content.

2.3      SUBSIDIARIES.   The  Corporation  has  no  operating   subsidiaries  or
affiliated  companies  and  does  not  otherwise  own or  control,  directly  or
indirectly, any equity interest in any operating corporation or entity.

2.4      CONDUCT OF BUSINESS;  LIABILITIES. Except as set forth in Schedule 2.4,
the  Corporation  is not in default  under,  and no  condition  exists that with
notice or lapse of time would constitute a default of the Corporation  under (i)
any mortgage,  loan agreement,  evidence of  indebtedness,  or other  instrument
evidencing  borrowed  money to which the  Corporation is a party or by which the
Corporation or the properties of the Corporation are bound or (ii) any judgment,
order, or injunction of any court, arbitrator, or governmental agency that would
reasonably  be  expected  to  affect  materially  and  adversely  the  business,
financial  condition,  or results of  operations of the  Corporation  taken as a
whole.

2.5      FINANCIAL  STATEMENTS.   (a)  The  audited  balance  sheet  and  income
statement of the Corporation as of the 30th day of September,  1997, in the form
attached to this  Agreement as Exhibit  2.5(A) and the income  statement for the
period  ending the 30th day of  September,  1997,  in the form  attached to this
Agreement as Exhibit 2.5(B)  (collectively the "Audited Financial  Statements"),
fairly  presents  in  all  material  respects  the  financial  position  of  the
Corporation  as of the 30th day of  September,  1997  and has been  prepared  in
accordance with generally accepted accounting principles,  consistently applied,
and in a manner substantially  consistent with prior financial statements of the
Corporation.  The latest  unaudited,  balance sheet and income  statement of the
Corporation as of the 31st day of

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December,  1997 and for the month then  ended,  in the form  attached  hereto as
Exhibit 2.5(C) ("Latest Financial Statements"),  fairly presents in all material
respects  the  financial  position  of the  Corporation  as of the  31st  day of
December,  1997 and the results of  operations  for the one month then ended and
have been prepared in accordance with generally accepted  accounting  principles
consistently applied and in a manner  substantially  consistent with the Audited
Financial  Statements,  except for differences resulting from normally occurring
audit  adjustments,  including,  but not limited to,  income tax and tax accrual
adjustments,  or as  noted  in the  Latest  Financial  Statements  or the  notes
thereto. Except as contemplated by or permitted under this Agreement,  there are
no  adjustments  that  would be  required  on  review  of the  Latest  Financial
Statements  that  would,  individually  or in the  aggregate,  have  a  material
negative effect upon the Corporation's reported financial condition.

         (b) The audited  balance sheet of the Corporation as of the 30th day of
September, 1997, reflects a tangible book value of not less than two million two
hundred thousand dollars ($2,200,000). The unaudited financial statements of the
Corporation as of November 30, 1997,  reflect not less than $500,000 in cash and
cash equivalents and no more than $275,000 in payables (excluding any contingent
liabilities arising out of any lawsuits which have been disclosed in the filings
made  with the  SEC),  obligations  and other  liabilities.  Monthly,  recurring
operational expenses of the Corporation do not exceed $75,000.

2.6      NO UNDISCLOSED LIABILITIES.  Except for (i) liabilities and obligations
incurred in the ordinary course of business since the 31st day of December, 1997
("Statement  Date"),  and (ii) liabilities or obligations  described in Schedule
2.6,  neither the  Corporation  nor any of the  property of the  Corporation  is
subject to any material liability or obligation that was required to be included
or adequately  reserved against in the Latest Financial  Statements or described
in the notes thereto and was not so included, reserved against, or described.

2.7      ABSENCE OF CERTAIN CHANGES. Except as contemplated or permitted by this
Agreement or as described in Schedule 2.7,  since the  Statement  Date there has
not been:

         2.7.1 Any material adverse change in the business, financial condition,
operations, or assets of the Corporation;

         2.7.2 Any damage, destruction, or loss, whether covered by insurance or
not   materially   adversely   affecting  the  properties  or  business  of  the
Corporation;

         2.7.3  Any sale or  transfer  by the  Corporation  of any  tangible  or
intangible asset other than in the ordinary course of business,  any mortgage or
pledge or the creation of any security  interest,  lien, or  encumbrance  on any
such asset, or any lease of property,  including equipment, other than tax liens
with respect to taxes not yet due and contract rights of customers in inventory;

         2.7.4 Any  declaration,  setting aside, or payment of a distribution in
respect of or the redemption or other repurchase by the Corporation of any stock
of the Corporation;

         2.7.5 Any material  transaction  not in the ordinary course of business
of the Corporation;

         2.7.6 The lapse of any material  trademark,  assumed name,  trade name,
service  mark,  copyright,  or license or any  application  with  respect to the
foregoing;

         2.7.7 The grant of any  increase  in the  compensation  of  officers or
employees  (including  any  such  increase  pursuant  to  any  bonus,   pension,
profit-sharing,  or other plan)  other than  customary  increases  on a periodic
basis or  required by  agreement  or  understanding  in the  ordinary  course of
business and in accordance with past practice;

         2.7.8 The discharge or satisfaction of any material lien or encumbrance
or the payment of any material  liability other than current  liabilities in the
ordinary course of business;

         2.7.9 The making of any material loan,  advance,  or guaranty to or for
the benefit of any person  except the  creation of  accounts  receivable  in the
ordinary course of business; or

         2.7.10  An agreement to do any of the foregoing.

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2.8      TITLE AND RELATED  MATTERS.  Except as set forth in Schedule  2.8,  the
Corporation  has good and  marketable  title  to all of its  property,  real and
personal,  and other assets included in the Latest Financial  Statements (except
properties and assets sold or otherwise  disposed of subsequent to the Statement
Date in the ordinary course of business or as  contemplated in this  Agreement),
free and clear of all security interests,  mortgages,  liens, pledges,  charges,
claims, or encumbrances of any kind or character, except (i) statutory liens for
property  taxes not yet  delinquent  or payable  subsequent  to the date of this
Agreement and statutory or common law liens  securing the payment or performance
of any obligation of the Corporation, the payment or performance of which is not
delinquent,  or that is payable  without  interest or penalty  subsequent to the
date on which this  representation  is given,  or the validity of which is being
contested in good faith by the Corporation;  (ii) the rights of customers of the
Corporation with respect to inventory under orders or contracts  entered into by
the  Corporation in the ordinary  course of business;  (iii) claims,  easements,
liens, and other  encumbrances of record pursuant to filings under real property
recording  statutes;  and (iv) as described in the  Unaudited  Statements or the
notes thereto.

2.9      LITIGATION.  Except as set forth in Schedule 2.9, there are no material
actions, suits, proceedings,  orders,  investigations,  or claims pending or, to
the  best  of  the  Corporation's  knowledge,  overtly  threatened  against  the
Corporation  or any of its  property,  at law or in equity,  or before or by any
governmental department,  commission, board, bureau, agency, or instrumentality;
the Corporation is not subject to any arbitration  proceedings  under collective
bargaining  agreements  or  otherwise  or,  to the  best  of  the  Corporation's
knowledge, any governmental investigations or inquiries; and the Corporation has
received in writing no threat of any of the foregoing.

2.10     TAX MATTERS.  Except as set forth on Schedule 2.10, (i) the Corporation
has prepared in a substantially correct manner and has filed all federal, state,
local,  and foreign tax returns and reports  heretofore  required to be filed by
them and have paid all taxes shown as due thereon;  and (ii) no taxing authority
has  asserted  any  deficiency  in the  payment  of  any  tax  or  informed  the
Corporation  that it intends to assert any such  deficiency or to make any audit
or other investigation of the Corporation for the purpose of determining whether
such a deficiency should be asserted against the Corporation.

2.11     COMPLIANCE   WITH  LAWS.   Except  as  listed  on  Schedule  2.11,  the
Corporation is, in the conduct of its business,  in substantial  compliance with
all laws,  statutes,  ordinances,  regulations,  orders,  judgments,  or decrees
applicable to them, the  enforcement  of which,  if the  Corporation  was not in
compliance therewith,  would have a materially adverse effect on the business of
the Corporation, taken as a whole. The Corporation has received no notice of any
asserted  present or past failure by the  Corporation  to comply with such laws,
statutes, ordinances, regulations, orders, judgments, or decrees.

2.12     NO BROKERS OR FINDERS.  There are no claims for brokerage  commissions,
finders'  fees or  similar  compensation  in  connection  with the  transactions
contemplated  by this Agreement based on any arrangement or agreement made by or
on behalf of the Corporation.

2.13     INSURANCE.  Schedule  2.13  contains  a list of each  insurance  policy
maintained  by the  Corporation  with  respect to its  properties,  assets,  and
businesses, and each such policy is in full force and effect. The Corporation is
not in material  default with respect to its  obligations  under any such policy
maintained by it. The Corporation  has not been notified of the  cancellation of
any of the  insurance  policies  listed  on  Schedule  2.13  or of any  material
increase in the premiums to be charged for such insurance policies.

2.14     EMPLOYEES AND LABOR RELATIONS MATTERS.  Except as set forth in Schedule
2.14 or as provided  in this  Agreement,  no employee or former  employee of the
Corporation  is in violation of any material  term of any  employment  contract,
patent disclosure  agreement or any other contract or agreement  relating to the
relationship of such employee with the Corporation or any other party because of
the nature of the business conducted or to be conducted by the Corporation. Each
employee or former  employee of the  Corporation  with access to confidential or


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proprietary  information has executed, or in the ordinary course will execute, a
proprietary  information agreement obligating such employee to hold confidential
the Corporation's  proprietary information.  The Corporation has in all material
respects  complied  with all  applicable  state  and  federal  laws  related  to
employment.

2.15     DISCLOSURE.   Neither  this   Agreement  nor  any  of  the   schedules,
attachments,  written  statements,  documents,   certificates,  or  other  items
prepared or supplied to the  Purchaser by or on behalf of the  Corporation  with
respect to this purchase contain any untrue statement of a material fact or omit
a material fact necessary to make each statement contained herein or therein not
misleading.  The Corporation has not  intentionally  concealed any fact known to
have a material  adverse  effect  upon the  Corporation's  existing  or expected
financial condition,  operating results,  assets,  customer relations,  employee
relations, or business prospects taken as a whole.

2.16     POWER  OF   ATTORNEY.   No  material   power  of  attorney  or  similar
authorization given by the Corporation is presently in effect.

2.17     ACCOUNTS  RECEIVABLE.   All  accounts  receivable  of  the  Corporation
reflected in the Latest Financial  Statements represent bona fide sales actually
made in the ordinary course of business.

2.18     AGREEMENTS  AND  COMMITMENTS.  Schedule  2.18  contains a complete  and
accurate list of each agreement, contract, instrument, and commitment (including
license  agreements)  to which the  Corporation  is a party  that  provides  for
payments  in excess of  $10,000  per year or whose term is in excess of one year
and is not  cancelable  upon 30 or fewer days'  notice  without  any  liability,
penalty,  or premium,  other than a nominal  cancellation  fee or charge ("Third
Party  Agreements").  Except  as  otherwise  set  forth in  Schedule  2.18,  the
Corporation is not in material default under any Third Party Agreements, nor, to
the Corporation's  best knowledge,  does there exist any event that, with notice
or the passage of time or both,  would constitute a material default or event of
default by the Corporation under any Third Party Agreements.

2.19     PERSONAL PROPERTY.  Without material exception,  Schedule 2.19 contains
lists  of all  tangible  personal  property  and  assets  owned  or  held by the
Corporation  and  used  or  useful  in  the  conduct  of  the  business  of  the
Corporation.  Except as set forth in Schedule 2.19, the Corporation owns and has
good  title to such  properties  and none of such  properties  is subject to any
security interest,  mortgage, pledge, conditional sales agreement, or other lien
or encumbrance  (except for liens for current taxes,  assessments,  charges,  or
other  governmental  levies  not yet  due  and  payable).  The  Corporation  has
delivered to the Purchaser copies of all leases and other agreements relating to
property  described in Schedule 2.19 (including any and all amendments and other
modifications  to such leases and other  agreements)  all of which are valid and
binding, and the Corporation is not in material default under any such leases or
agreements.  Except  as set  forth  in  Schedule  2.19  and to the  best  of the
Corporation's knowledge, all material properties listed therein are generally in
good  operating  condition and repair  (ordinary  wear and tear  excepted),  are
performing satisfactorily, and are available for immediate use in the conduct of
the business and operations of the Corporation. To the best of the Corporation's
knowledge,  all such tangible personal property is in compliance in all material
respects with all applicable statutes,  ordinances,  rules, and regulations. The
properties  listed in Schedule 2.19 include  substantially  all such  properties
necessary to conduct the  business  and  operations  of the  Corporation  as now
conducted.

2.20     INTELLECTUAL  PROPERTY.  The  Corporation  (i) owns or has the right to
use,  free and clear of all  liens,  charges,  claims  and  restrictions,  those
patents, trademarks, service marks, trade names, copyrights, licenses, and other
intellectual  property rights  necessary for the operation of its businesses now
conducted or presently proposed to be conducted,  and (ii) to its knowledge, and
except for the payments  required in connection with those patents,  trademarks,
service marks, trade names, copyrights, licenses and other intellectual property
rights  listed  on  Schedule  2.20,  is not  obligated  or under  any  liability
whatsoever  to make any payments by way of  royalties,  fees or otherwise to any
owner or licensee of, or other claimant to, any patent, trademark, service mark,
trade name, copyright or other intangible asset, with respect to the use thereof
or in connection with the conduct of its business or otherwise. To the knowledge

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of the Corporation,  the Corporation has not infringed upon nor is it infringing
upon any  patent,  trademark,  service  mark,  trade  name,  copyright  or other
intellectual  property of any third party.  The  Corporation is not aware of any
violation  by a  third  party  of any of the  Corporation's  patents,  licenses,
trademarks,  service  marks,  trade names,  copyrights,  trade  secrets or other
proprietary rights.

2.21     ERISA and Related Matters Schedule 2.21 sets forth a description of all
"Employee  Welfare  Benefit  Plans" and  "Employee  Pension  Benefit  Plans" (as
defined in ss.ss. 3(1) and 3(2), respectively, of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) existing on the date hereof that are
or have been maintained or contributed to by the  Corporation.  Except as listed
on Schedule 2.21, the  Corporation  does not maintain any retirement or deferred
compensation  plan,  savings,  incentive,  stock option or stock  purchase plan,
unemployment  compensation  plan,  vacation pay, severance pay, bonus or benefit
arrangement,  insurance or  hospitalization  program or any other fringe benefit
arrangement for any employee,  consultant or agent of the  Corporation,  whether
pursuant to contract, arrangement, custom or informal understanding,  which does
not constitute an "Employee Benefit Plan" (as defined in ss. 3(3) of ERISA), for
which the Corporation may have any ongoing material liability after Closing. The
Corporation does not maintain nor has it ever  contributed to any  Multiemployer
Plan as  defined  by ss.  3(37) of ERISA.  The  Corporation  does not  currently
maintain any Employee  Pension Benefit Plan subject to Title IV of ERISA.  There
have been no "prohibited  transactions" (as described in ss. 406 of ERISA or ss.
4975 of the Code) with respect to any Employee  Pension Benefit Plan or Employee
Welfare  Benefit Plan  maintained by the Corporation as to which the Corporation
has been a party.  As to any  employee  pension  benefit plan listed on Schedule
2.21 and subject to Title IV of ERISA,  there have been no reportable events (as
such term is defined in ss. 4043 of ERISA).

2.22     OPERATING  RIGHTS.   The  Corporation  has  all  operating   authority,
licenses,  franchises,  permits,  certificates,  consents, rights and privileges
(collectively  "Licenses")  as are necessary or  appropriate to the operation of
its  business as now  conducted  and which the  failure to possess  would have a
material adverse effect on the assets,  operations or financial condition of the
Corporation.  Except where any failure would not have a material  adverse effect
on the  Corporation,  such Licenses are in full force and effect,  no violations
have been or are expected to have been recorded in respect of any such licenses,
and no proceeding is pending or, to the knowledge of the Corporation, threatened
that could result in the  revocation  or limitation  of any such  licenses.  The
Corporation has conducted its business so as to comply in all material  respects
with all such Licenses.

2.23     TRANSACTIONS  WITH  AFFILIATES.  Except for regular salary payments and
fringe benefits under an individual's compensation package with the Corporation,
none  of  the  officers,  employees,  directors,  or  other  affiliates  of  the
Corporation,  or  members  of  their  families  is a  party  to any  agreements,
understandings,  or proposed transactions with the Corporation.  The Corporation
has not  guaranteed or assumed any  obligations of the  Corporation's  officers,
directors, or employees.

2.24     MINUTE BOOKS. Except as described on Schedule 2.24, the minute books of
the  Corporation  contain a  materially  complete  summary  of all  meetings  of
directors  and  shareholders  since the time of  incorporation  and  reflect all
transactions referred to in such minutes accurately in all material respects.

2.25     KNOWLEDGE.  Notwithstanding  anything to the  contrary  herein,  to the
extent that any of the representations and warranties  contained in this Section
2 shall have been breached and the fact or facts  constituting  such breach were
at the date hereof known to T. Colin Campbell and T. Nelson  Campbell,  then and
in such event, no breach shall be deemed to have occurred.

Section 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. As a material inducement
to the  Corporation  to enter  into  this  Agreement  and sell the  Shares,  the
Purchaser hereby  represents and warrants to the Corporation that to the best of
the knowledge of the Purchaser:

3.1      ORGANIZATION;  POWER. The Purchaser is a corporation duly  incorporated
and  validly  existing  under  the  laws of the  State of  Delaware  and has all
requisite corporate power and authority to enter into this Agreement and perform
its obligations  hereunder.

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3.2      AUTHORIZATION.   The  execution,   delivery,  and  performance  by  the
Purchaser of this  Agreement  and all other  agreements  contemplated  hereby to
which the  Purchaser  is a party have been duly and  validly  authorized  by all
necessary  corporate  action of the Purchaser,  and this Agreement and each such
other  agreement,  when  executed  and  delivered by the parties  thereto,  will
constitute the legal, valid, and binding obligation of the Purchaser enforceable
against it in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy,  insolvency, and similar statutes affecting creditors'
rights generally and judicial limits on equitable remedies.

3.3      NO  CONFLICT  WITH OTHER  INSTRUMENTS  OR  AGREEMENTS.  The  execution,
delivery,  and  performance  by the  Purchaser of this  Agreement  and all other
agreements contemplated hereby to which the Purchaser is a party will not result
in a breach or  violation  of, or  constitute a default  under,  its Articles of
Incorporation  or Bylaws or any material  agreement to which the  Purchaser is a
party or by which the Purchaser is bound.

3.4      GOVERNMENTAL AUTHORITIES.  Except as set forth in Schedule 3.4, (i) the
Purchaser is not required to submit any notice, report, or other filing with any
governmental  or  regulatory  authority in  connection  with the  execution  and
delivery by the Purchaser of this Agreement and the consummation of the purchase
and  (ii)  no  consent,  approval,  or  authorization  of  any  governmental  or
regulatory  authority  is  required  to be  obtained  by  the  Purchaser  or any
affiliate  in  connection  with  the  Purchaser's   execution,   delivery,   and
performance of this Agreement and the consummation of this purchase.

3.5      LITIGATION.  There are no actions, suits, proceedings,  or governmental
investigations  or  inquiries  pending or, to the  knowledge  of the  Purchaser,
threatened  against the  Purchaser or its  properties,  assets,  operations,  or
businesses  that  might  delay,  prevent,  or hinder  the  consummation  of this
purchase.

3.6      INVESTMENT REPRESENTATIONS

         3.6.1  The  Purchaser  is  a   corporation   in  good  standing  and  a
sophisticated  investor  that  has  substantial  experience  in  evaluating  and
investing in private  placement  transactions of securities in companies similar
to the Corporation so that the Purchaser is capable of evaluating the merits and
risks of the  Purchaser's  investment in the Corporation and has the capacity to
protect the Purchaser's own interests.

         3.6.2 The  Purchaser is  acquiring  the Shares for  investment  for the
Purchaser's own account, not as a nominee or agent, and not with the view to, or
for  resale  in  connection  with,  any  distribution   thereof.  The  Purchaser
understands  that the Shares to be purchased have not been registered  under the
Securities Act of 1933 ("Securities Act") or the securities laws of any state by
reason  of  a  specific  exemption  from  the  registration  provisions  of  the
Securities Act and the applicable  state  securities  laws, the  availability of
which depends upon,  among other things,  the bona fide nature of the investment
intent and the accuracy of the Purchaser's  representations as expressed herein.
The Purchaser is acquiring the Shares without  expectation,  desire, or need for
resale  and not with the  view  toward  distribution,  resale,  subdivision,  or
fractionalization of the Shares except as provided under the Registration Rights
Agreement.

         3.6.3 The Purchaser  understands  that the Shares to be purchased  have
not been registered  under Securities Act, or under any state securities law and
will contain a legend to that effect.

         3.6.4 The Purchaser  understands  that the Shares cannot be resold in a
transaction to which the Securities Act and state  securities  laws apply unless
(i)  subsequently  registered  under the  Securities  Act and  applicable  state
securities laws or (ii) exemptions from such  registrations  are available.  The
Purchaser  is  aware  of the  provisions  of  Rule  144  promulgated  under  the
Securities  Act which  permit  limited  resale of shares  purchased in a private
transaction subject to the satisfaction of certain conditions.

3.7      TAX  LIABILITY.  To the  extent  the  Purchaser  deems  necessary,  the
Purchaser has reviewed with the Purchaser's own tax advisors the federal, state,
local and foreign  tax  consequences  of this  investment  and the  transactions

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<PAGE>

contemplated by this Agreement. The Purchaser relies solely on such advisors and
not on any  statements  or  representations  of  the  Corporation  or any of its
agents.  The Purchaser  understands that the Purchaser (and not the Corporation)
shall be responsible  for the  Purchaser's own tax liability that may arise as a
result of this investment or the transactions contemplated by this Agreement.

3.8      DISCLOSURE.  To the Purchaser's  knowledge,  this  Agreement,  with the
Exhibits hereto, when taken as a whole, does not contain any untrue statement of
a material  fact  concerning  the  Purchaser  or omit to state a  material  fact
necessary in order to make the  statements  concerning  the Purchaser  contained
herein not misleading in light of the circumstances under which they were made.

3.9      LITIGATION.  There are no actions, suits, proceedings or investigations
pending against the Purchaser or the Purchaser's  properties before any court or
governmental  agency (nor,  to the  Purchaser's  knowledge,  is there any threat
thereof) which would impair in any way the Purchaser's ability to enter into and
fully perform the Purchaser's  commitments and obligations  under this Agreement
or the transactions contemplated hereby.

3.10     COMPLIANCE  WITH  OTHER  INSTRUMENTS.   The  execution,   delivery  and
performance of and compliance  with this  Agreement,  and the issuance of shares
will not result in any material  violation of, or conflict with, or constitute a
material default under,  any Purchaser's  articles of incorporation or bylaws or
any of the  Purchaser's  material  agreements  nor result in the creation of any
mortgage,  pledge,  lien,  encumbrance  or charge  against  any of the assets or
properties of the Corporation or the Shares.

Section 4. COVENANTS OF CORPORATION. The Corporation  covenants and agrees with
the Purchaser that upon the reasonable request of the Purchaser hereto after the
Closing, the Corporation will take all action and will execute all documents and
instruments  necessary  or  desirable  to  consummate  and give  effect  to this
purchase.  These include,  by way of illustration  and not by way of limitation,
the following:

         4.1 Various conditions relating to filing,  payment,  and collecting of
refunds relating to taxes;

         4.2  Prompt delivery of Corporate books and records;

         4.3  Provisions  relating  to  treatment  of  confidential  proprietary
information obtained in the acquisition process; and

         4.4 Dr. Thomas  Tachovsky  agrees to continue his  employment  with the
Corporation at not less than his present compensation for at least 30 days after
the Closing Date.

Section 5.  AGREEMENTS.  5.1 As a material  inducement to the Purchaser to enter
into this Agreement and purchase the Shares, the Corporation agrees to:

         5.1.1 provide for the resignation of the current Board of Directors and
the  appointment  of the  Purchaser's  nominees to the Board of Directors of the
Corporation;

         5.1.2 take such actions as are necessary to qualify and  facilitate the
issuance of the Shares  without a shareholder  vote under any applicable law and
the rules and regulations of the applicable Nasdaq market system; and

         5.1.3 provide prompt  reimbursement by the Corporation to the Purchaser
for all reasonable legal and other out-of-pocket expenses incurred in connection
with the completion of this transaction.

         5.1.4  indemnify  the  Purchaser  from and against all losses,  claims,
expenses  and  liabilities  arising  out of any  breach of any  representations,
warranties,  covenants and agreements made by the Corporation in this Agreement.
Purchaser  understands  and agrees  that the  foregoing  indemnification  is the
Purchaser's  sole  and  exclusive  remedy  with  respect  to any  breach  of any

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<PAGE>

representations, warranties, covenants and agreements made by the Corporation in
this  Agreement,  except to the extent such  breach  could be expected to have a
material adverse effect on the future  operations or financial  condition of the
Corporation.

                  5.2 As a material  inducement to the Corporation to enter into
this  Agreement  and  issue the  Shares,  the  Purchaser  agrees to use its best
efforts to cause the  Corporation  to maintain  director  and officer  liability
coverage  in  substantially  the same  amounts and with  substantially  the same
coverages as that maintained by the Corporation on the Closing Date for at least
three years.

SECTION 6.        RELEASE.  Dr. T. Colin Campbell, a principal in the Purchaser,
agrees not to pursue his claims in C.A. No. 15072 BB in the Court of Chancery in
New Castle County,  State of Delaware (the "Lawsuit").  Dr. Campbell understands
that this  Agreement  is a full and final  release of all  claims  stated in the
Lawsuit, including any claims which he may have or may contend that he may have,
and Dr. Campbell further understands that he is releasing all claims arising out
of or related to the Lawsuit that are known, unknown, suspected and unsuspected.

SECTION 7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER. Each and
every  obligation  of the  Purchaser  under  this  Agreement  is  subject to the
condition, at or before the Closing, that the Corporation will have furnished to
the Purchaser a certificate  of an officer of the  Corporation  that its present
legal counsel has been instructed to deliver all files of the Corporation in its
possession  to the  Purchaser  and, to the best of the knowledge of the officer,
all documents of the Corporation have been provided to the Purchaser.

SECTION 8.        CLOSING.

8.1      TIME,  PLACE,  AND MANNER OF CLOSING.  The closing  ("Closing") will be
held at such time and place as the parties may agree,  on January 12,  1998.  At
the time of the  Closing,  the  parties to this  Agreement  will  exchange  such
instruments and documents in order to determine whether the terms and conditions
of this Agreement have been satisfied. Upon the determination of each party that
its conditions to consummate  this purchase have been  satisfied or waived,  the
Corporation  shall deliver to the Purchaser the  certificate(s)  evidencing  the
Shares,  and the Purchaser  shall deliver to the Corporation the monies referred
to in  Section  1.3,  in a manner to be agreed  upon by the  parties.  After the
Closing, the Corporation will execute, deliver, and acknowledge all such further
instruments  of transfer and  conveyance and will perform all such other acts as
the Purchaser may reasonably request to effectively transfer the Shares.

8.2      CONSUMMATION  OF  CLOSING.  All  acts,  deliveries,  and  confirmations
comprising the Closing  regardless of chronological  sequence shall be deemed to
occur  contemporaneously and simultaneously upon the occurrence of the last act,
delivery, or confirmation of the Closing and none of such acts,  deliveries,  or
confirmations  shall be  effective  unless  and until the last of the same shall
have occurred. The time of the Closing has been scheduled to correspond with the
close of business at the principal office of the Corporation and,  regardless of
when the last act,  delivery,  or  confirmation of the Closing shall take place,
the  transfer of the Shares shall be deemed to occur as of the close of business
at the principal office of the Corporation on the date of the Closing.

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<PAGE>

SECTION 10.       MISCELLANEOUS PROVISIONS.

10.1     AMENDMENT AND  MODIFICATION.  Subject to applicable law, this Agreement
may be amended,  modified, or supplemented only by a written agreement signed by
the parties.

10.2     WAIVER OF COMPLIANCE; CONSENTS

         10.2.1  Any  failure  of any  party  to  comply  with  any  obligation,
covenant,  agreement, or condition herein may be waived by the party entitled to
the  performance  of such  obligation,  covenant,  or  agreement  or who has the
benefit of such  condition,  but such  waiver or failure to insist  upon  strict
compliance  with such  obligation,  covenant,  agreement,  or condition will not
operate as a waiver of, or estoppel  with  respect to, any  subsequent  or other
failure.

         10.2.2  Whenever this  Agreement  requires or permits  consent by or on
behalf of any party  hereto,  such consent will be given in a manner  consistent
with the requirements for a waiver of compliance as set forth above.

SECTION 11.       WAIVER.  Failure  of  either  party  at any  time  to  require
performance of any provision of this Agreement shall not limit the party's right
to enforce the provision, nor shall any waiver of any breach of any provision be
a waiver of any succeeding  breach of any provision or a waiver of the provision
itself for any other provision.

SECTION 12.       LAW  GOVERNING.  This  Agreement  shall  be  governed  by  and
construed in accordance with the laws of the State of North Carolina.

SECTION  13.      ATTORNEY  FEES.  In the event any suit or action is brought by
any party under this  Agreement  to enforce  any of its terms,  or in any appeal
therefrom,  it is  agreed  that  the  prevailing  party  shall  be  entitled  to
reasonable  attorneys  fees to be fixed by the  trial  court,  and/or  appellate
court.

SECTION 14.       PRESUMPTION.  This Agreement or any section  thereof shall not
be  construed  against  any party due to the fact  that  said  Agreement  or any
section thereof was drafted by said party.

SECTION 15.       COMPUTATION  OF TIME. In computing any period of time pursuant
to this  Agreement,  the  day of the  act,  event  or  default  from  which  the
designated  period  of time  begins  to run  shall be  included,  unless it is a
Saturday,  Sunday, or a legal holiday,  in which event the period shall begin to
run on the next day which is not a Saturday, Sunday or a legal holiday, in which
event the period shall run until the end of the next day thereafter which is not
a Saturday, Sunday or legal holiday.

SECTION 15.       TITLES AND CAPTIONS. All article, section and paragraph titles
or captions  contained in this Agreement are for convenience  only and shall not
be deemed part of the context or affect the interpretation of this Agreement.

SECTION 16.       PRONOUNS AND PLURALS.  All pronouns and any variations thereof
shall be deemed to refer to the masculine,  feminine, neuter, singular or plural
as the identity of the Person or Persons may require.

SECTION 17.       ENTIRE   AGREEMENT.   This   Agreement   contains  the  entire
understanding   between  and  among  the  parties  and   supersedes   any  prior
understandings  and agreements  among them respecting the subject matter of this
Agreement.

SECTION 18.       AGREEMENT  BINDING.  This Agreement  shall not be binding upon
the successors and assigns of the parties hereto.

SECTION 19.       FURTHER  ACTION.  The parties hereto shall execute and deliver
all documents,  provide all information and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of this Agreement.

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<PAGE>

SECTION 20.       GOOD FAITH, COOPERATION, AND DUE DILIGENCE. The parties hereto
covenant,  warrant and represent to each other good faith, complete cooperation,
due diligence and honesty in fact in the  performance of all  obligations of the
parties  pursuant to this  Agreement.  All promises and covenants are mutual and
dependent.

SECTION 21.       COUNTERPARTS.  This  Agreement  may  be  executed  in  several
counterparts and all so executed shall constitute one Agreement,  binding on all
the  parties  hereto even  though all the  parties  are not  signatories  to the
original or the same counterpart.

SECTION 22.       PARTIES IN INTEREST.  Nothing  herein shall be construed to be
the benefit of any third party,  nor is it intended that any provision  shall be
for the benefit of any third party.

SECTION  23.      SAVINGS  CLAUSE.  If any provision of this  Agreement,  or the
application  of such  provision  to any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

             [The remainder of this page left blank intentionally.]

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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date and year first written above.


Biomar International, Inc.

By: /s/ T. Nelson Campbell     
   ----------------------------
        T. Nelson Campbell
        Chairman of the Board


Paracelsian, Inc.

By: /s/ Thomas Tachovsky       
   ----------------------------
        Dr. Thomas Tachovsky
        President and Chief Executive Officer

Agreed and consented to by:

 /s/ T. Colin Campbell     
---------------------------
     Dr. T. Colin Campbell

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