EXHIBIT 10.2


                          REGISTRATION RIGHTS AGREEMENT

         This Registration  Rights Agreement,  dated as of January 14, 1998 (the
"Agreement"),  is by and between PARACELSIAN,  INC., a Delaware corporation with
its principal  offices in New York (the  "Company"),  and BIOMAR  INTERNATIONAL,
INC., a Delaware  corporation with its principal  offices in North Carolina (the
"Investor").

                                   WITNESSETH:

         WHEREAS,  pursuant  to the  terms of a Stock  Purchase  Agreement  (the
"Purchase  Agreement"),  dated the date  hereof,  between  the  Company  and the
Investor,  the Investor is investing in newly issued  shares of the common stock
of the Company;

         WHEREAS, it is a condition to the obligations of the Investor under the
Purchase  Agreement that this Agreement be executed by the parties  hereto,  and
the  parties  are  willing  to  execute  this  Agreement  and to be bound by the
provisions hereof;

         NOW, THEREFORE,  in consideration of the foregoing,  the agreements set
forth below,  and the parties'  desire to provide for continuity of ownership of
the Company to further the  interests  of the Company and its present and future
stockholders, the parties hereby agree with each other as follows:

         1.       DEFINITIONS.  As used in this Agreement, the following
terms shall have the following
respective meanings:

                  "Commission"   shall   mean  the   Securities   and   Exchange
Commission, or any other federal agency at the time administering the Securities
Act.

                  "Common Stock" shall mean the common stock of the Company,  as
constituted as of the date of this Agreement.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Holder" shall mean an Investor  owning or having the right to
acquire  Restricted Stock or any transferee of rights under this Agreement under
Section 13.

                  "Registration  Expenses"  shall mean all expenses  incurred in
connection with a registration  statement,  including,  without limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  counsel  fees)  incurred in  connection  with  complying  with state
securities or "blue sky" laws,  fees of the National  Association  of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars,  costs of
insurance,  and  fees  and  disbursements  of one  counsel  for the  sellers  of
Restricted Stock, but excluding any Selling Expenses.

                  "Restricted  Stock"  shall  mean the mean  the  "Shares,"  the
"Warrants"  (both as defined in the Purchase  Agreement) and the Common Stock to
be issued under the Warrants.

<PAGE>

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended,  or any similar federal  statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Selling  Expenses" shall mean all underwriting  discounts and
selling  commissions  applicable  to the  sale of  Restricted  Stock  which  are
incurred  in  connection  with a  registration  statement,  plus any  portion of
Registration Expenses required by law to be paid by the selling shareholder.

         2.       RESTRICTIVE LEGEND. Each certificate  representing  Restricted
Stock shall be stamped or otherwise imprinted with a legend substantially in the
following form:

                  THIS  CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT  OF  1933.   THE   CORPORATION   WILL  NOT  TRANSFER  THIS
                  CERTIFICATE  UNLESS  (i)  THERE IS AN  EFFECTIVE  REGISTRATION
                  COVERING THE SHARES  REPRESENTED BY THIS CERTIFICATE UNDER THE
                  SECURITIES  ACT OF 1933 AND ALL  APPLICABLE  STATE  SECURITIES
                  LAWS,  (ii) IT  FIRST  RECEIVES  A  LETTER  FROM AN  ATTORNEY,
                  ACCEPTABLE  TO THE BOARD OF DIRECTORS  OR ITS AGENTS,  STATING
                  THAT IN THE OPINION OF THE ATTORNEY  THE PROPOSED  TRANSFER IS
                  EXEMPT FROM REGISTRATION  UNDER THE SECURITIES ACT OF 1933 AND
                  UNDER  ALL  APPLICABLE  STATE  SECURITIES  LAWS,  OR (iii) THE
                  TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT
                  OF 1933.

         3.       NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer of
any Restricted Stock or other shares of capital stock of the Company (other than
under the circumstances  described in Sections 4 or 5), the Holder thereof shall
give written  notice to the Company of its  intention  to effect such  transfer.
Each such notice  shall  describe the manner of the  proposed  transfer  and, if
requested  by the  Company,  shall  be  accompanied  by an  opinion  of  counsel
reasonably  satisfactory to the Company to the effect that the proposed transfer
may be effected  without  registration  under the Securities Act,  whereupon the
Holder of such stock shall be entitled to transfer such stock in accordance with
the terms of its  notice;  PROVIDED,  HOWEVER,  that no such  opinion of counsel
shall be required for a transfer to one or more partners of the  transferor  (in
the case of a  transferor  that is a  partnership)  or to a parent  corporation,
subsidiary  corporation or to a corporation which is under common control with a
transferor (in the case of a transferor  that is a  corporation,  to a member of
the transferor's  immediate family or other descendant of the transferor or to a
trust or other  entity  for the  benefit  of the  transfer  and/or  such  person
provided that in such case the transferee(s) remain bound hereby).

         4.       REQUIRED  REGISTRATION.  (a) At any  time  within  six  months
following the date of this  Agreement,  one or more Holders of Restricted  Stock
constituting  at least sixty  percent  (60%) of the total  shares of  Restricted
Stock then  outstanding may request the Company to register under the Securities
Act all or any portion of the shares of Restricted Stock held by such requesting
Holder or Holders ("Initiating Holders").

                  (b) Notwithstanding anything to the contrary contained in this
Section 4, no request may be made under this Section 4 within one hundred eighty
(180) days after the effective  date of a  registration  statement  filed by the
Company other than on Form S-4 or S-8 or their successor forms.

                  (c) If at the time of any request to register Restricted Stock
pursuant  to this  Section 4 (i) the  Company is  engaged or has fixed  plans to
engage within sixty (60) days of the time of the request in a registered  public
offering  of its  securities,  (ii) the  Company is in  possession  of  material
non-public  information  the  public  disclosure  of  which,  in the good  faith
determination  of  the  Company's  Board  of  Directors,  would  materially  and
adversely  affect the  Company,  (iii) the Company  shall have  delivered to the
Holders of Restricted  Stock that have requested a registration a certificate of

                                       2
<PAGE>

an officer of the  Company to the effect  that,  on the advice of  counsel,  the
Company  believes such delay is necessary to comply with  Regulation M under the
Exchange Act, or (iv) the Company is engaged in any other activity which, in the
good faith determination of the Company's Board of Directors, would be adversely
affected by the requested registration to the material detriment of the Company,
then the  Company may at its option  direct  that such  request be delayed for a
reasonable  period not in excess of one hundred  twenty (120) days from the time
of such  request  to  register  Restricted  Stock  pursuant  to this  Section 4;
PROVIDED,  HOWEVER,  that such right to delay a request may be  exercised by the
Company not more than once in any  twelve-month  period.  Such  delay,  however,
shall not in any way restrict the Holders from exercising piggyback registration
rights under Section 5 during such period.

                  (d) Following  receipt of any notice under this Section 4, the
Company  shall  immediately  notify all  Holders of  Restricted  Stock from whom
notice has not been received,  and such Holders shall be entitled  within thirty
(30) days  thereafter  to  request  the  Company  to  include  in the  requested
registration all or any portion of their shares of Restricted Stock. The Company
shall use its best efforts to register under the Securities Act, for public sale
in  accordance  with the method of  disposition  specified  in the  notice  from
requesting  Holders,  the number of shares of Restricted Stock specified in such
notice (and in all notices  received by the Company  from other  Holders  within
thirty (30) days after the giving of such notice by the Company). If such method
of  disposition  shall be an  underwritten  public  offering,  the  Holders of a
majority  of the  shares of  Restricted  Stock to be sold in such  offering  may
designate the managing underwriter of such offering,  subject to the approval of
the  Company,  which  approval  shall not be  unreasonably  withheld or delayed.
Notwithstanding  any  other  provision  of this  Section  4, if the  underwriter
advises the  Initiating  Holders in writing  that  marketing  factors  require a
limitation  of the  number  of shares to be  underwritten,  then the  Initiating
Holders shall so advise all Holders of Restricted Stock which would otherwise be
underwritten  pursuant hereto, and the number of shares of Restricted Stock that
may be  included  in the  underwriting  shall be  allocated  among  all  Holders
thereof,   including  the  Initiating  Holders,  in  proportion  (as  nearly  as
practicable)  to the amount of  Restricted  Stock of the  Company  owned by each
Holder;  PROVIDED,  HOWEVER, that the number of shares of Restricted Stock to be
included in such  underwriting  shall not be reduced unless all other securities
are first entirely excluded from the underwriting.

                  (e) The Company  shall be  obligated  to  register  Restricted
Stock pursuant to this Section 4, on only one (1) occasion;  PROVIDED,  HOWEVER,
that  such  obligation  shall  be  deemed  satisfied  only  when a  registration
statement  covering all shares of Restricted Stock specified in notices received
as aforesaid, for sale in accordance with the method of disposition specified by
the  requesting  Holders  shall have  become  effective  and,  if such method of
disposition is a firm commitment  underwritten public offering,  all such shares
shall have been sold pursuant thereto, unless a failure was caused by a Holder.

                  (f) Except for registration statements on Form S-4, S-8 or any
successor  forms thereto,  and unless the Company (i) has  previously  given the
notice  referred  to in  Section 5 or (ii) has  exercised  its rights to delay a
requested  registration  under  Section  4(c)(i)  and  within  the  time  period
prescribed  in Section  4(c) files a  registration  statement  with respect to a
registered public offering of it securities,  the Company will not file with the
Commission any other registration  statement with respect to a registered public
offering of its  securities,  the Company will not file with the  Commission any
other  registration  statement  under the  Securities Act with respect to Common
Stock, whether for its own account or that of other stockholders,  from the date
of receipt of a notice from requesting  Holders pursuant to this Section 4 until
the completion of the period of  distribution of the  registration  contemplated
thereby.

         5.       PIGGYBACK REGISTRATION.  (a) If the Company at any time (other
than  pursuant  to Section 4 or Section  13)  proposes  to  register  any of its
securities under the Securities Act for sale to the public,  whether for its own
account  or for the  account of other  security  holders  or both  (except  with
respect to  registration  statements  on Forms S-4, S-8 or any  successor  forms
thereto),  each  such  time  it will  give  written  notice  to all  Holders  of
outstanding Restricted Stock of its intention so to do; PROVIDED HOWEVER that no
such notice  shall be required  after such time that the Company  ceases to have
registration  obligations  under this Section 5. Upon the written request of any
such  Holder,  received by the Company  within ten (10) days after the giving of

                                       3
<PAGE>

any such notice by the Company,  to register any of its Restricted  Stock (which
request shall state the intended  method of  disposition  thereof),  the Company
will use its best efforts to cause the Restricted Stock as to which registration
shall have been so requested to be included in the  securities  to be covered by
the  registration  statement  proposed  to be filed by the  Company,  all to the
extent  required  to permit  the sale or other  disposition  by the  Holder  (in
accordance with its written request) of such Restricted Stock so registered.

                  (b) If any  registration  pursuant to this Section 5 shall be,
in whole or in part, an underwritten public offering of Common Stock, the number
of shares of  Restricted  Stock to be  included in such an  underwriting  may be
reduced pro rata among the requesting Holders based upon the number of shares of
Restricted  Stock owned by such  Holders if and to the extent that the  managing
underwriter  shall be of the opinion that such inclusion would adversely  affect
the  marketing of the  securities to be sold by the Company  therein;  PROVIDED,
HOWEVER,  that:  (1) if the Company  registers any of its securities for its own
account in such  underwriting,  such number of shares of Restricted  Stock shall
not be reduced if any shares are to be  included  in such  underwriting  for the
account of any person other than the Company or requesting Holders of Restricted
Stock or (2) if the Company does not register any of its  securities for its own
account in such  underwriting,  the number of shares of  Restricted  Stock to be
included in such  underwriting  shall not be reduced unless all other securities
are first  entirely  excluded from the  underwriting  unless the Holders of more
than 60% of the  Restricted  Securities  consent to the  inclusion of such other
securities.

                  (c) Notwithstanding  the foregoing  provisions of this Section
5, the Company  may  withdraw  any  registration  statement  referred to in this
Section 5 without  thereby  incurring any liability to the Holders of Restricted
Stock.

         6.       OBLIGATIONS  OF THE  COMPANY.  If and  whenever the Company is
required by the  provisions  of Section 4 or 5 to use its best efforts to effect
the registration of any shares of Restricted Stock under the Securities Act, the
Company will, as expeditiously as possible:

                  (a)  prepare  and file  with  the  Commission  a  registration
statement  (which,  in the case of an underwritten  public offering  pursuant to
Section  4,  shall  be on  Form  S-1 or  other  form  of  general  applicability
satisfactory  to the managing  underwriter  selected as therein  provided)  with
respect to such  securities and use its best efforts to cause such  registration
statement  to become and  remain  effective  for the period of the  distribution
contemplated thereby (determined as hereinafter provided);

                  (b) prepare and file with the Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
therewith  as may be  necessary to keep such  registration  statement  effective
until completion of the period of distribution and comply with the provisions of
the  Securities  Act with respect to the  disposition  of all  Restricted  Stock
covered by such registration  statement in accordance with the sellers' intended
method of disposition set forth in such registration statement for such period;

                  (c)  furnish to each  seller of  Restricted  Stock and to each
underwriter  such  number  of  copies  of the  registration  statement  and  the
prospectus  included  therein  (including each  preliminary  prospectus) as such
person  reasonably  may request in order to facilitate  the public sale or other
disposition of the Restricted Stock covered by such registration statement;

                  (d) use its best efforts to register or qualify the Restricted
Stock covered by such registration  statement under the securities or "blue sky"
laws of such jurisdictions as the sellers of Restricted Stock or, in the case of
an underwritten  public  offering,  the managing  underwriter  reasonably  shall
request;  PROVIDED,  HOWEVER, that the Company shall not for any such purpose be
required to qualify generally to transact  business as a foreign  corporation in
any  jurisdiction  where it is not so qualified or to consent to general service
of process in any such jurisdiction;

                  (e) use its best efforts to list the Restricted  Stock covered
by such registration  statement with any securities exchange on which the Common
Stock of the Company is then listed;

                                       4
<PAGE>

                  (f)  immediately  notify each seller of  Restricted  Stock and
each  underwriter  under  such  registration  statement,  at  any  time  when  a
prospectus  relating  thereto is required to be delivered  under the  Securities
Act,  of the  happening  of any event of which the Company  has  knowledge  as a
result of which the prospectus contained in such registration statement, as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;

                  (g) if the offering is underwritten  and at the request of any
seller of  Restricted  Stock,  use its best  efforts to furnish on the date that
Restricted  Stock is delivered  to the  underwriters  for sale  pursuant to such
registration: (i) an opinion dated such date of counsel representing the Company
for the purposes of such registration, addressed to the underwriters and to such
seller,  stating that such registration statement has become effective under the
Securities Act and that (A) to the best knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Securities
Act, (B) the registration  statement,  the related prospectus and each amendment
or  supplement  thereof  comply  as to form in all  material  respects  with the
requirements  of the  Securities  Act (except that such counsel need not express
any opinion as to financial  statements contained therein) and (C) to such other
effects as  reasonably  may be requested by counsel for the  underwriters  or by
such  seller  or its  counsel,  and  (ii) a  letter  dated  such  date  from the
independent  public  accountants  retained  by  the  Company,  addressed  to the
underwriters  and to such  seller,  stating  that  they are  independent  public
accountants within the meaning of the Securities Act and that, in the opinion of
such  accountants,  the  financial  statements  of the  Company  included in the
registration  statement  or the  prospectus,  or  any  amendment  or  supplement
thereof,  comply  as to  form  in all  material  respects  with  the  applicable
accounting   requirements   of  the  Securities   Act,  and  such  letter  shall
additionally cover such other financial matters (including information as to the
period  ending  no more than five (5)  business  days  prior to the date of such
letter) with respect to such  registration as such  underwriters  reasonably may
request; and

                  (h) make available for inspection by each seller of Restricted
Stock,  any  underwriter  participating  in any  distribution  pursuant  to such
registration statement, and any attorney,  accountant or other agent retained by
such seller or underwriter, all financial and other records, pertinent corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors and employees to supply all  information  reasonably  requested by any
such seller, underwriter,  attorney, accountant or agent in connection with such
registration  statement,  subject to each party's obligations not to disclose or
misuse any confidential information disclosed to it.

                           For  purposes of Sections  4(f),  6(a) and 6(b),  the
period of  distribution of Restricted  Stock in a firm  commitment  underwritten
public  offering shall be deemed to extend until each  underwriter has completed
the  distribution  of  all  securities  purchased  by  it,  and  the  period  of
distribution of Restricted  Stock in any other  registration  shall be deemed to
extend until the earlier of the sale of all Restricted Stock covered thereby and
sixty (60) days after the effective date thereof.

         7.       OBLIGATIONS OF SELLING  STOCKHOLDERS.  In connection with each
registration  hereunder,  the sellers of  Restricted  Stock will  furnish to the
Company in writing such  information with respect to themselves and the proposed
distribution by them as reasonably shall be necessary to assure  compliance with
federal and applicable state securities laws.

         8.       CERTAIN   UNDERWRITING   MATTERS.   In  connection  with  each
registration  pursuant  hereto  covering an underwritten  public  offering,  the
Company  and each  seller  agree  to enter  into a  written  agreement  with the
managing  underwriter  selected in the manner  herein  provided in such form and
containing such provisions as are customary in the securities  business for such
an arrangement  between such underwriter and companies of the Company's size and
investment stature.

         9.       EXPENSES.  The Company will pay all  Registration  Expenses in
connection with each registration  statement hereunder.  

                                       5
<PAGE>

        10.       INDEMNIFICATION  AND  CONTRIBUTION.  (a)  In  the  event  of a
registration  of any of the  Restricted  Stock under the Securities Act pursuant
hereto, the Company will and hereby does indemnify and hold harmless each seller
of such Restricted Stock  thereunder,  each underwriter of such Restricted Stock
thereunder  and  each  other  person,  if  any,  who  controls  such  seller  or
underwriter  within the  meaning of the  Securities  Act,  against  any  losses,
claims,  damages  or  liabilities,  joint  or  several,  to which  such  seller,
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  registration  statement
under  which such  Restricted  Stock was  registered  under the  Securities  Act
pursuant  hereto,  any  preliminary  prospectus  or final  prospectus  contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will  reimburse  each  such  seller,  each  such  underwriter  and each such
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action,  PROVIDED,  HOWEVER, that the Company will not be liable in
any such  case if and to the  extent  that  any  such  loss,  claim,  damage  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished  by any such  seller,  any such  underwriter  or any such  controlling
person  in  writing  specifically  for use in  such  registration  statement  or
prospectus.

                  (b) In the event of a  registration  of any of the  Restricted
Stock under the Securities Act pursuant  hereto,  each seller of such Restricted
Stock thereunder severally and not jointly, will indemnify and hold harmless the
Company, each person, if any, who controls the Company within the meaning of the
Securities  Act,  each  officer  of  the  Company  who  signs  the  registration
statement,  each director of the Company, each other seller of Restricted Stock,
each underwriter and each person who controls any underwriter within the meaning
of the Securities Act, against all losses, claims, damages or liabilities, joint
or  several,  to which the  Company or such  officer,  director,  other  seller,
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in the  registration  statement
under  which such  Restricted  Stock was  registered  under the  Securities  Act
pursuant  hereto,  any  preliminary  prospectus  or final  prospectus  contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements  therein no misleading,
and will  reimburse the Company and each such officer,  director,  other seller,
underwriter  and controlling  person for any legal or other expenses  reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim, damage, liability or action, PROVIDED,  HOWEVER, that such seller will be
liable  hereunder in any such case if and only to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue  statement or omission or alleged  omission made in reliance upon
and in conformity with information pertaining to such seller, as such, furnished
in  writing  to the  Company  by  such  seller  specifically  for  use  in  such
registration statement or prospectus, and PROVIDED FURTHER that the liability of
each seller hereunder shall not apply to amounts paid in settlement without such
seller's prior written consent.

                  (c) Promptly after receipt by an indemnified  party  hereunder
of notice of the commencement of any action,  such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof,  but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 10 and shall only relive
it from any  liability  which it may have to such  indemnified  party under this
Section 10 if and to the extent the  indemnifying  party is  prejudiced  by such
omission. In case any such action shall be brought against any indemnified party
and it shall notify the  indemnifying  party of the  commencement  thereof,  the
indemnifying  party shall be entitled  to  participate  in and, to the extent it
shall  wish,  to  assume  and   undertake  the  defense   thereof  with  counsel
satisfactory to such indemnified  party, and, after notice from the indemnifying
party to such  indemnified  party of its election so to assume and undertake the
defense thereof,  the indemnifying party shall not be liable to such indemnified
party under this Section 10 for any legal expenses subsequently incurred by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of  investigation  and of  liaison  with  counsel so  selected,  PROVIDED,

                                       6
<PAGE>


HOWEVER, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded  that  there  may be  reasonable  defenses  available  to it which are
different from or additional to those available to the indemnifying  party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying  party,  the indemnified  party shall have the
right to  select a  separate  counsel  and to assume  such  legal  defenses  and
otherwise to  participate  in the defense of such action,  with the expenses and
fees of such separate counsel and other expenses  related to such  participation
to be reimbursed by the indemnifying party as incurred.

                  (d) In order to provide for just and equitable contribution to
joint  liability  under the  Securities  Act in any case in which either (i) any
Holder of  Restricted  Stock  exercising  rights  under this  Agreement,  or any
controlling  person  of any  such  Holder,  makes  a claim  for  indemnification
pursuant to this Section 10 but it is judicially  determined  (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to  appeal  or the  denial  of the  last  right  of  appeal)  that  such
indemnification  may not be enforced in such case  notwithstanding the fact that
this Section 10 provides for  indemnification in such case, or (ii) contribution
under the  Securities Act may be required on the part of any such selling Holder
or any such controlling  person in circumstances  for which  indemnification  is
provided  under this  Section 10; then,  and in each such case,  the Company and
such  Holder  will  contribute  to the  aggregate  losses,  claims,  damages  or
liabilities  to which they may be subject  (after  contribution  from others) in
such proportion so that such Holder is responsible  for the portion  represented
by the percentage that the public offering price of its Restricted Stock offered
by  the  registration  statement  bears  to the  public  offering  price  of all
securities  offered  by  such  registration   statement,   and  the  Company  is
responsible for the remaining portion; PROVIDED, HOWEVER, that, in Section 11(f)
of the  Securities  Act) will be  entitled  to  contribution  from any person or
entity who was not guilty of such fraudulent misrepresentation.

                  (e)  Notwithstanding  the  foregoing,  to the extent  that the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into in connection with the underwritten  public offering are
in conflict with the foregoing  provisions,  the provisions in the  underwriting
agreement shall control.

                  (f) The  obligations  of the Company  and  Holders  under this
Section 10 shall survive the completion of any offering of Restricted Stock in a
registration  statement  under  Section  4,  5 or  13  of  this  Agreement,  and
otherwise.

         11.      CHANGES IN COMMON STOCK OR PREFERRED  STOCK.  If, and as often
as,  there is any change in the Common  Stock of Common  Stock by way of a stock
split,  stock dividend,  combination or  reclassification,  or through a merger,
consolidation,  reorganization  or  recapitalization,  or by  any  other  means,
appropriate adjustment shall be made in the provisions hereof so that the rights
and privileges granted hereby shall continue with respect to the Common Stock as
so changed.

         12.      RULE  144  REPORTING.  With a view  to  making  available  the
benefits of certain rules and  regulations  of the  commission  which may at any
time permit the sale of the Restricted Stock to the public without registration,
at all times after ninety (90) days after any registration  statement covering a
public offering of securities of the Company under the Securities Act shall have
become effective, the Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

                  (b) file with the  Commission  in a timely  manner all reports
and other  documents  required of the Company under the  Securities  Act and the
Exchange Act; and;

                  (c) furnish to each Holder of Restricted  Stock forthwith upon
request  a  written  statement  by the  Company  as to its  compliance  with the
reporting  requirements  of  such  Rule  144 and of the  Securities  Act and the
Exchange  Act,  a copy of the most  recent  annual  or  quarterly  report of the
Company,  and such other  reports and  documents so filed by the Company as such
Holder may  reasonably  request in availing  itself of any rule or regulation of
the  Commission  allowing  such  Holder  to sell any  Restricted  Stock  without
registration.

                                       7
<PAGE>

         13.      TRANSFERABILITY  OF REGISTRATION  RIGHTS. The rights conferred
herein on the Holders of  Restricted  Stock shall only inure to the benefit of a
transferee of Restricted Stock, (i) if the transfer was approved by the Board of
Directors of the Company (which approval shall not be unreasonably withheld) and
there is transferred to such transferee all of the Restricted Stock then held by
the  transferor  or (ii) if the  transferee  is a  transferee  permitted  in the
provision to Section 3; PROVIDED HOWEVER that no transferee shall receive rights
pursuant  to this  Agreement  unless it first  agrees in writing to abide by all
restrictions on the Holders hereunder.

         14.      REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company
represents and warrants to each Investor as follows:

                  (a) The execution,  delivery and performance of this Agreement
by the Company have been duly authorized by all requisite  corporate  action and
will not violate any provision of law, any order of any court or other agency of
government,  the  certificate of  incorporation  or bylaws of the Company or any
provision of any indenture,  agreement or other instrument to which it or any or
its  properties  or  assets is bound,  conflict  with,  result in a breach of or
constitute  (with due notice or lapse of time or both) a default  under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien,  charge or  encumbrance  of any nature  whatsoever  upon any of the
properties or assets of the Company.

                  (b) This  Agreement as been duly executed and delivered by the
Company and constitutes the legal,  valid and binding obligation of the Company,
enforceable in accordance with its terms.

         15.      MISCELLANEOUS.

                  (a) BINDING EFFECT. All covenants and agreements  contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the  respective  successors  and assigns of the parties hereto
(including without limitation  transferees of any Restricted Stock),  whether so
expressed or not.

                  (b)  NOTICES.  All  notices,  requests,   consents  and  other
communications  hereunder  shall be in writing  and shall be sent by  nationally
recognized  overnight  courier  which  obtains a signed  receipt upon  delivery,
mailed by  certified or  registered  mail,  return  receipt  requested,  postage
prepaid,  or telexed, in the case of non-U.S.  residents,  addressed as follows:
(i) if to the  Company or any other party  hereto,  at the address of such party
set forth in the  Purchase  Agreement;  or (ii) if to any  subsequent  Holder of
Common  Stock,  to it at such address or  addresses  as shall have  furnished in
writing to the Company (in the case of a Holder of  Restricted  Stock) or to the
Holders of Restricted  Stock (in the case of the Company) in accordance with the
provisions of this paragraph.

                  (c) NO WAIVER: Cumulative Remedies. No failure or delay on the
part of any party to this  Agreement in  exercising  any right,  power or remedy
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any such  right,  power or remedy  preclude  any  other or  further
exercise thereof or the exercise of any other right,  power or remedy hereunder.
The remedies  herein  provided are  cumulative and not exclusive of any remedies
provided by law.

                  (d) AMENDMENTS,  WAIVERS AND CONSENTS.  This Agreement may not
be amended or  modified,  and no  provision  hereof may be waived,  without  the
written  consent of the Company and the Holders of at least sixty  percent (60%)
of the outstanding shares of Restricted Stock.

                  (e)  TERMINATION.  The  obligations of the Company to register
shares of Restricted  Stock under Sections 4 and 5 shall  terminate with respect
to any Holder at such time as Rule 144 or another  similar  exemption  under the
Securities  Act is available for the sale of all such  Holder's  shares during a
three (3) month period without registration.

                                       8
<PAGE>

                  (f) SEVERABILITY.  If any provision of this Agreement shall be
held to be illegal,  invalid or  unenforceable,  such illegality,  invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal,  invalid or unenforceable  any other provision of this
Agreement,  and this  Agreement  shall be  carried  out as if any such  illegal,
invalid or unenforceable provision were not contained herein.

                  (g)  GOVERNING  LAW. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of North  Carolina,  without
giving effect to the principles of the conflicts of laws thereof.

                  (h) INJUNCTIVE  RELIEF. The Company recognizes that the rights
of the Investor under this Agreement are unique and,  accordingly,  the Investor
shall,  in addition to such other remedies as may be available to them at law or
in equity,  have the right to enforce  their  rights  hereunder  by actions  for
injunctive relief and specific  performance to the extent permitted by law. This
Agreement is not  intended to limit or abridge any rights of the Investor  which
may exist apart from this Agreement.

                  (i) MERGER PROVISION. This Agreement,  along with the Purchase
Agreement of even date herewith,  including all exhibits and schedules  thereto,
constitute  the entire  agreement  among the parties  hereto  pertaining  to the
subject matter hereof and supersede all prior and contemporaneous agreements and
understandings,  of any of the parties  hereto  concerning  the  subject  matter
hereof.

                  (j)  COUNTERPARTS.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.


             [The remainder of this page left blank intentionally.]

                                       9
<PAGE>


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


                                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

                                       10