DISTRIBUTION AGREEMENT

         THIS AGREEMENT (the "Agreement") made this 30th day of October, 1998 by
and between R.P. Scherer North America, a division of R.P. Scherer Corporation
("Scherer"), having its principal offices at 2725 Scherer Drive, St. Petersburg,
Florida, 33716-1016 and Paracelsian, Inc. (the "Company"), having its principal
office at 222 Langmuir Lab., Ithaca, New York 14850.


                                    RECITALS

1.       The company has developed the BioFIT(R) quality assurance program based
         on its cor competency of developing and applying bioassays and other
         complimentary systems to evaluate the effects of natural compounds on
         the structure and function of the human body. Scherer has developed a
         means of delivering herbal products referred to as Scherer's Softgel
         Technology (as hereinafter defined) and other solid-form dietary
         supplement products. Scherer is engaged in the manufacture, production
         and sale of soft gelatin capsules referred to as Softgels (as
         hereinafter defined). The Company and Scherer are parties to a Joint
         Confidentiality Agreement dated February 5, 1998 pursuant to which the
         Company has disclosed (and may in the future disclose) to Scherer
         proprietary information relating to its Product (as hereinafter
         defined) and pursuant to which Scherer has disclosed (and may in the
         future disclose) to the Company proprietary information relating to
         Softgel Technology (the "Confidentiality Agreement").

2.       The Company and Scherer wish to cooperate for the purpose of making
         said Delivery Forms (as hereinafter defined) for Scherer to
         manufacture, market and distribute in the Territory as hereinafter
         defined.

            NOW, THEREFORE, IT IS AGREED between the parties as follows:


                              ARTICLE I DEFINITIONS

1.1      "Affiliate" as applied to Scherer or the Company shall mean any legal
         entity other than Scherer or the Company, as the case may be, in
         whatever country, organized, controlling, controlled by or under common
         Control with Scherer or the Company. The term "Control" means
         possession, direct or indirect, of the power to direct or cause the
         direction of the management and policies of such entity, whether
         pursuant to the ownership of voting securities, by contract or
         otherwise.

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1.2      "Appointment" Company hereby appoints Scherer for sales of the Delivery
         forms for the Sales Territory. Scherer accepts this appointment and
         agrees to act as sole distributor. Company agrees not to sell the
         Product to anyone other than Company in the Sales Territory.

1.3      "Customers" shall mean any company that agrees to participate in the
         BCP program and agrees to purchase up to five (5) BCP Products.

1.4      "Delivery Forms" shall mean any tablet, 2-piece hard-shell and gelatin
         capsules.

1.5      "Distribution Channel" shall mean all channels of distribution.

1.6      "End Use" shall mean dietary supplements regulated under DSHEA and OTC
         products.

1.7      "Finished Product" means the Product(s) development under this
         Agreement, comprised of a dietary supplements, or OTC Products embodied
         in the Delivery Forms and meeting the Specifications.

1.8      "NetSales" as applied to Finished Product shall mean gross sales of
         such Finished Product, less transportation charges, returns and
         allowances (actually paid or allowed by Company), customary discounts
         (whether in case or trade), and sales or other taxes based on sales
         price when included in gross sales, but not including taxes assessed on
         income derived from such sales.

1.9      "Product(s)" means any product that has under gone the BioFIT(R)
         Certification Program ("BCP") by the Company.

1.10     Proprietary Information" has the meaning assigned to such term in the
         Confidentiality Agreement.

1.11     "Registered Trademark" shall mean a trade-mark BioFIT filed in the
         United States Patent and Trademark office, with the necessary
         description and other statements required by the act of congress, and
         there duly recorded, securing its exclusive use to the person causing
         it to be registered.

1.12     "Softgel Technology" means Scherer's technology for the manufacture of
         soft gelatin capsules ("softgels") for the oral administration of
         herbal products having certain solubility characteristics. The Softgel
         Technology included proprietary know-how relating to (i) the
         development of fill and shell formulation; (ii) the

<PAGE>


         design and use of the encapsulation process to enhance stability,
         solubility, bioavailability, and manufacturability of drug chemical
         entities in softgels; (iii) the selection and preparation of solvents,
         vehicles, excipients, surfactants, stabilizers, gelatin, plasticizers
         and other components of the liquid fill and the gelatin shell; and (iv)
         certain encapsulation, drying and related manufacturing techniques and
         machinery for making commercial quantities of softgels.

1.13     "Specifications" means specifications for Product(s) as set forth in
         Attachment A hereto, and such other specifications as are mutually
         agreed in writing by the parties.

1.14     "Territory" means Scherer will maintain a marketing and distribution
         network of the Product in the United States, Mexico and Canada.


                          ARTICLE II - CONFIDENTIALITY

2.1      CONFIDENTIALITY. Scherer and the Company agree that so long as this
         Agreement shall remain in effect and for a period of 15 years
         thereafter, each of them shall be bound by the terms set forth in the
         Confidentiality Agreement. The Company and Scherer acknowledge that the
         Confidentiality Agreement remains in force and that the terms of the
         Confidentiality Agreement apply to any information only to carry out
         its obligations hereunder and will not use such information for its own
         benefit or for the benefit of others or in any way inconsistent with
         this Agreement.

2.2      CERTAIN LIMITATIONS. The Confidentiality Agreement sets forth certain
         exclusions from the definition of Proprietary Information. In addition
         to such exclusion, each party shall have the limited right to use or
         disclose any Proprietary Information which:

         (a)      is information which is required to be included in patent
                  applications filed hereunder or required to be provided to a
                  government agency in order for the Company to obtain approvals
                  to market the Product or for Scherer to make the Product;
                  provided, however, that no Proprietary Information of the
                  Company or Scherer will be disclosed in any such patent
                  application or otherwise without the prior written consent of
                  the other party; or

         (b)      is information which is requires to be disclosed to customers,
                  users and prescribers of Product or which is reasonably
                  necessary to disclose in connection with the ethical marketing
                  of Product; provided, however, that no Proprietary Information
                  of Scherer will be so disclosed without the prior

<PAGE>


                  written consent of Scherer;


         In each case described in this Section 2.2 (and in addition to the
provisos set forth in subsections (a) and (b) above), the party proposing to so
disclose information shall first inform the other party of the proposed
disclosure, shall use its best efforts to limit the disclosure and maintain
confidentiality to the extent possible and shall permit and cooperate with the
other party's efforts, by appropriate legal means, to limit such disclosure.


                    ARTICLE III - OFFER OF NEW TECHNOLOGY OF 
                           PRODUCTS(S)AND EXCLUSIVITY

3.1      DEVELOPMENT OF NEW OR IMPROVED VARIATIONS OF PRODUCT. It is expected
         that from time to time modifications, variations or improvements of the
         Product will be required by the marketplace. Scherer has no obligation
         to undertake development activities; however, Scherer shall have the
         first right of refusal to collaborate on the development of Products
         developed by Company. Scherer shall have the first right of refusal on
         the marketing and distribution of any Products developed by Company.
         All rights of first refusal are to be exercised within sixty (60) days
         of written notification to Scherer by Company.

3.2      SCHERER'S EXCLUSIVITY. Scherer shall be the exclusive manufacture,
         marketer and distributor of all of the Company's BioFIT(R) Product(s)
         for the term of this Agreement.

3.3      COMPANY'S EXCLUSIVITY. Company shall not sell or make available the
         Product(s), to any third party for manufacture, marketing and
         distribution in the Territory.


                 ARTICLE IV - MARKETING AND PROMOTION ACTIVITIES

4.1      MARKETING AND PROMOTIONAL ACTIVITIES. Both Company and Scherer will use
         their best efforts to support the BCP program as follows:

         (a)      Scherer agrees to undertake aggressive public relations and
                  marketing programs in support of the BCP program.

         (b)      The minimum expenditures in support of the BCP program
                  (advertising, 

<PAGE>


                  promotion, public relations, etc. which include information
                  promoting the BCP program) shall not be less than ten percent
                  (10%) of Scherer's total marketing budget for its dietary
                  supplement products in the Territory.

         (c)      The BioFIT(R) and HERBGELS (U.S. trademark 1,863,032)(TM)
                  trademarks may be jointly featured in marketing and
                  promotional programs. However, Company ownership of the
                  BioFIT(R) trademark must be clearly indicated.

         (d)      Scherer is to provide the requirements to Scherer's customers
                  adopting the BCP program to undertake marketing and
                  promotional support programs.

         (e)      All advertising and public relations materials to be utilized
                  are subject to the approval of both Company and Scherer which
                  approval will not be unreasonably withheld.

Company is to use its best efforts and services of Dr. Colin Campbell.

4.2      PRESENTATIONS TO POTENTIAL CUSTOMERS. Company and Scherer will make
         joint presentations to both existing Scherer customers and potential
         new customers.

4.3      ENDORSEMENTS. Company and Scherer will work to gain adoption of a
         position supporting functional testing by all relevant trade
         associations, including, but not limited to NNFA, AHPA, and CRN. The
         ultimate goal is to receive specific endorsement of the BCP program by
         all key Trade Associations.


                          ARTICLE V - INITIAL PRODUCTS

5.1      PRODUCT(S). The first five Products will be: St. John's Wort,
         Echinacea, Saw Palmetto, Ginseng and Ginkgo Biloba (Initial Products).
         Company and Scherer will mutually agree upon the next five Products
         within ninety (90) days of the execution of this Agreement. Once the
         Products are confirmed and amended to this Agreement, Company will
         complete the development and BCP program for market introduction within
         twelve (12) months from the date of the executed amendment.

5.2      CERTIFICATION FOR INITIAL PRODUCTS. Company will provide the
         certifications for the Initial Products to Scherer at no charge.
         Company will receive $15,000 dollars for each new certification of a
         Product, up to a maximum of ten (10) new certifications for Products.
         Subsequent new certifications for Products shall be based on a
         predetermined cost/profitability structure to be negotiated between the

<PAGE>


         parties.

5.3      COST OF BATCH CERTIFICATION OF PRODUCT(S). Company shall be paid
         $350.00 dollars per batch for batch-to-batch certification, unless this
         fee does not meet minimum cost/profitability standards agreed to by
         both parties. In such case, such cost for the batch to batch
         certification shall be negotiated by the parties.

                         ARTICLE VI - MILESTONE PAYMENTS

6.1      INITIAL PRODUCT(S) MILESTONE PAYMENTS. Company will receive $50,000
         dollars from Scherer for each of the first five (5) Customers to accept
         the Initial Products. These payments to Company will be incremental and
         will be paid upon signing of an agreement by each Customer participant.

6.2      NEW PRODUCT(S) MILESTONE PAYMENTS. Company will receive $50,000 dollars
         for each new Product(s) introduced into the line, beyond the Initial
         Products, upon acceptance by two (2) Customers of the Product(s).


                       ARTICLE VII - LICENSE/ROYALTY FEES

7.1      LICENSE. Company hereby grants to Scherer an exclusive license for the
         Territory to utilize the Registered Trademarks for the use, marketing,
         manufacture, sale and/or distribution of Finished Products.

7.2      TERM OF LICENCE. The term of the License granted pursuant to Article
         7.1 hereof shall begin on the date hereof and remain in effect until
         the expiration of this Agreement or earlier termination.

         In consideration of the license granted to Scherer by Company pursuant
to Article 7.1 hereof, Scherer shall pay Company until the expiration or
termination of this Agreement, a royalty in the amount X% of Net Sales of
Finished Product by Scherer, within the Territory wherein X is

                  a) 2% while patents are pending
                  b) 3% after patents are granted

7.3      PAYMENTS. The royalties' payable hereunder shall accrue on the date of
         sales of Finished Product by Scherer and shall be remitted to Company
         in United States dollars. Payment shall be made quarterly within thirty
         (30) calendar days following the last day of March, June, September and
         December of each calendar 

<PAGE>


         year. However for the Initial Period, Scherer shall pay royalties
         payments on a monthly basis.



                            ARTICLE VIII - TRADEMARKS

8.1      TRADEMARKS. Company grants to Scherer an exclusive right and license to
         use the Registered Trademark and any variations thereof in which it has
         an ownership interest on or in connection with the sale, advertising or
         promotion of the Finished Product in the Territory. Scherer agrees to
         use the Registered Trademark only in connection with Product
         manufactured by Scherer. Scherer agrees to use the Trademark
         consistently and legally whenever used.

8.2      Scherer agrees to identify the Registered Trademark as a trademark of
         Company on all package cartons and labels and other printed materials
         as may be requested by Company. Scherer shall submit copies of all
         package cartons and labels and other printed materials to Company for
         approval by Company before commercial use of the Trademark from the
         initially approved use is proposed, all package cartons and labels and
         printed materials shall be resubmitted for approval before commercial
         use thereof. It shall be presumed that Company approves of such use
         unless Company provides written notice of disapproval of such use to
         Scherer within fifteen (15) days of delivery of such materials to
         Company.

8.3      Scherer shall not use the Trademark on, or in connection with any
         Finished Product after expiration or termination of this Agreement with
         respect to such Finished Product, or in any other manner except as
         provided herein. Scherer however shall be permitted a reasonable period
         up to one (1) year following expiration or termination of this
         Agreement to exhaust its supply of packaging cartons, labels and other
         promotional and advertising materials using the Trademark and to
         phase-in new such materials, provided that materials and Products
         qualify for BCP certification.

8.4      Scherer and its Affiliates may advertise, promote, market and sell
         Finished Product under any trademark(s), trade name(s) and trades dress
         of their own choosing in addition to the Trademark. Company shall have
         now right, title or interest in and to any such trademarks, trade names
         or trades dress, so long as Scherer and its Affiliates shall have any
         interest in and to any such trademarks, whether as proprietor, owner,
         licensee, or licensor in any country of the world, Company shall not
         adopt, use, apply for registration, register, own or acquire any such
         trademarks, 

<PAGE>


         trade names or trade dress, or any mark, name or trade dress
         confusingly similar thereto, in any state or country of the world.

8.5      Company shall have the right to file any application for registration
         or renewal of registration of the Trademark and shall have the right at
         any time to take whatever action is necessary to defend and maintain
         its rights in the Trademark.

8.6      Company warrants that it is the exclusive owner the "BioFIT" Trademark
         which it is attempting to register with the United States Patent and
         Trademark Office. Furthermore, Company warrants that it will indemnify
         and hold Scherer harmless from any third party claims of infringement
         of such Trademark.

8.7      In the event Company or Scherer learn that any Scherer trademark, trade
         name or trade dress or Trademark used in connection with the
         advertising, promotion, marketing or sale of Products is being
         infringed by a third party, it shall promptly notify the other of such
         infringement. Company and Scherer shall exclusively be responsible for
         taking any action to terminate such infringement of their respective
         trademarks at their sole discretion.


                             ARTICLE IX - LIABILITY

9.1      COMPANY WARRANTIES. While this agreement is in effect any processes
         provided by Company shall:

         (a)      meet the Specifications for BioFIT(R) certification and will
                  continue, until the applicable expiration date, to conform to
                  the Specifications.

         (b)      warrants that it is the exclusive owner of the Registered
                  Trademark. Registration NO. _________ for the trademark
                  "BioFIT" which was issued by the U.S. Patent and Trademark
                  Office on ________, 199_.

         (c)      Company warranty for process for the bioassays to be provided
                  by Company.

                            ARTICLE X INDEMNIFICATION

<PAGE>


10.1     INDEMNITY BY SCHERER. Scherer shall indemnify and hold the Company
         harmless from and against any and all liabilities, claims, demands,
         damages, costs, expenses or money judgments (including attorneys' fees)
         incurred by or rendered against the Company or its Affiliates for
         personal injury, sickness, disease or death or other damages which
         arise out of:

         (a)      the intentional misconduct of Scherer with respect to its
                  activities with respect to Finished Product; or

         (b)      The breach by Scherer of its warranties contained in Section
                  9.1 of this Agreement.

10.2     INDEMNITY BY THE COMPANY. Except as provided in Section 9.1, the
         Company shall indemnify and hold Scherer harmless from and against any
         and all liabilities, claims, demands, damages, costs, expenses or money
         judgments (including attorneys' fees) incurred by or rendered against
         Scherer or its Affiliates for personal injury, sickness, disease or
         death or other damages which arise out of:

         (a)      any representation or warranty made or given by the Company or
                  any company Affiliate including, without limitation, those
                  made in Section 9.2 of this Agreement;

         (b)      the use by the Company of information or data developed
                  pursuant to this Agreement;

         (c)      any theory of product liability (including, but not limited
                  to, actions in the form of tort, warranty, or strict
                  liability) concerning the Product or the Finished Product; and

         (d)      infringement of the intellectual property rights of any third
                  party.
 
10.3     Thecompany and Scherer agree to the extent reasonably practicable and
         consistent with normal insurance coverage to cooperate with each other
         in the defense of any claims made by third party(ies) to which this
         Section 10 applies. If wither of the parties wishes to exercise its
         right to be indemnified under Section 10.1 and 10.2, such rights will
         be subject to the party seeking indemnity:

         (a)      promptly notifying the indemnifier of the claim to be
                  indemnified;

         (b)      allowing the indemnifier, if the indemnifier so requests, to
                  conduct and 

<PAGE>


                  control (at the cost and expense of the indemnifier) the
                  defense of such a claim and any related settlement
                  negotiations; and

         (c)      affording all reasonable assistance to the indemnifier (at the
                  cost and expense of the indemnifier) and making no admission
                  prejudicial to the defense of such a claim.


                         ARTICLE XI - TERM OF AGREEMENT

11.1     INITIAL TERM. The initial term of this Agreement shall be for 18 months
         from the date of first commercial shipment, provided that the first
         shipment is not more than six (6) months from the date of Company's
         completion of the Initial Products.

11.2     AUTOMATIC RENEWAL. During the Initial Term of this Agreement if the
         royalties paid to Company are equal to or greater than $400,000
         dollars, this Agreement will automatically renew for an additional one
         (1) year period (Renewal Period). If during the Renewal Period,
         royalties to Company are equal to or greater than $700,000 based on Net
         Sales in the Territory, then the Agreement will renew for a second year
         for a one year period (Second Year). Upon the completion of the Second
         year this Agreement will continue to renew for additional one (1) year
         periods (Additional Renewal Periods), providing that royalties paid to
         Company increase by a minimum of three percent (3%) over the previous
         one year period.


                            ARTICLE XII - TERMINATION

12.1     CERTAIN EVENTS. Either party shall have the right to terminate this
         Agreement upon the occurrence of any of the following events, subject
         to applicable law:

         (a)      Violation by either party of any of the terms or conditions of
                  this Agreement, including any terms or conditions set forth on
                  any Attachment annexed hereto, provided that the party in
                  violation shall be notified in writing by the other of such
                  alleged violation, and shall have a period of thirty (30) days
                  from which to rectify the same; provided further, that if at
                  the end of such thirty (30) day period the party in violation
                  is making a good faith effort to cure, a reasonable time
                  thereafter shall be allowed for such cure.

         (b)      In the event either party is declared bankrupt or insolvent,
                  or makes an 

<PAGE>


                  assignment for the benefit of its creditors, or if a receiver
                  is appointed or any proceedings are commenced, voluntary or
                  involuntary, by or against wither party under any bankruptcy
                  or similar law, and such status is not cured within thirty
                  (30) days form its occurrence.

12.2     EFFECT OF TERMINATION. The termination of this Agreement will not
         affect any payment obligation or other obligation that accrued prior to
         the termination of this Agreement.


                          ARTICLE XIII - MISCELLANEOUS

13.1     GOVERNING LAW. This Agreement shall be governed by and interpreted in
         accordance with the laws of the State of Michigan without regard to its
         conflict of laws provisions.

13.2     ARBITRATION. Any controversy or clam which may arise under, out of, in
         connection with, or relating to this Agreement or any breach thereof,
         shall be settled by final and binding arbitration in Detroit Michigan,
         in accordance with then existing rules for commercial disputes of the
         American Arbitration Association, an judgment upon award rendered by
         the arbitrator(s) may be entered in any court having jurisdiction
         thereof, provided that either party may apply for injunctive relief and
         for damages and other appropriate relief to any court having
         jurisdiction for a claimed violation of Article III of this Agreement.

13.3     NOTICES. Any and all notices provided for shall be sent to the
         respective parties at the following addresses by certified or
         registered mail or sent by a nationally recognized overnight courier
         service:

                  If to Scherer:          R.P. Scherer North America
                                          A Division of R.P. Scherer Corporation
                                          2725 Scherer Drive
                                          St. Petersburg, FL 33716

                  If to the Company:      Paracelsian, Inc.
                                          222 Langmuir Lab.
                                          Ithaca, NY 14850
                                          Attention:______________

         or to such other addresses as may be subsequently furnished by one
         party to the other in writing. Any such notice shall be deemed
         effective from the date of 

<PAGE>


         mailing.

13.4     PARTIAL INVALIDITY. In the event one or more terms of this Agreement
         are found to violate the provisions of any applicable statute, law or
         regulation, the parties hereto shall negotiate in good faith to modify
         this Agreement, but only to the extent necessary to make this Agreement
         valid and enforceable, having full regard for applicable laws and the
         intent and purposes of the parties entering into this Agreement.

13.5     NO IMPLIED WAIVERS. The failure of either party at any time to require
         performance by the other party of any provision hereof shall in no way
         affect the full right to require such performance at any time
         thereafter, nor shall the waiver by either party of a breach of any
         provision hereof be taken or held to be a waiver of any succeeding
         breach of such provision or as a waiver of the provision itself.

13.6     ENTIRE AGREEMENT. This Agreement (together with the Confidentiality
         Agreement) and all Attachments constitutes the entire Agreement between
         parties relating to the subject matter of the Agreement, and this
         Agreement may not be varied except in writing signed by a duly
         authorized representative of each party.

13.7     ASSIGNABILITY. Neither party shall assign this Agreement other than to
         Affiliates without the prior written consent of the other party.
         However, in the event of any such assignment, performance shall be
         guaranteed by the assignor in form satisfactory to the other party.

13.8     RELATIONSHIP OF PARTIES. The relationship between Scherer and the
         Company is that of buyer and seller. Company, including its agents and
         employees, shall be regarded as an independent contractor. This
         Agreement does not authorize the company to be the agent or the legal
         representative of Scherer for any purpose. The company is not granted
         any right or authority to assume or to create any obligation or
         responsibility, express or implied, on behalf of or in the name of
         Scherer or to bind Scherer in any manner.

13.9     EXCUSED NON-PERFORMANCE. Each of the parties shall be excused from the
         performance of its obligations in the event such performance is
         prevented by a cause beyond the reasonable control of such party,
         including without limitation, act of God; regulation or law of any
         government or any agency thereof; war; insurrection or civil commotion;
         destruction of production facilities or materials by earthquake, fire,
         flood or storm; labor disturbance; epidemic; or failure of suppliers,
         public utilities or common carriers. Such excuse shall continue as long
         as the condition preventing the performance continues, plus thirty (30)
         days after 

<PAGE>


         the termination of such conditions.

13.10    NO HIRING WITHOUT PRIOR CONSENT. Company acknowledges that Company
         would receive substantial additional value, and Scherer would be
         deprived of the benefits of its work force, if Company were to hire
         Scherer's Personnel after they have been introduced to the Company by
         Scherer. Therefore, during the term of this Agreement and for a period
         of two (2) years thereafter, Company shall neither solicit for
         employment nor hire (or permit its Affiliates to solicit for employment
         or hire) an employee or consultant of Scherer (or its Affiliates) has
         worked in a material capacity in the development or manufacture of the
         product or whose work skills are similar to those of persons who have
         worked on the development or manufacture of the Product without
         obtaining the prior written consent of Scherer.


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
entered into by their duly authorized representatives as of the day and year
first set forth above.

In the presence of:

                                       R.P. SCHERER NORTH AMERICA,
                                       A DIVISION OF R.P. SCHERER CORPORATION


/s/ SHARLENE FEINGOLD                  By:  /s/ DAVID HEYENS
----------------------                      ----------------------

EXECUTIVE ASSISTANT                    Its: V.P. SALES & MARKETING
----------------------                      ----------------------

In the presence of:                    PARACELSIAN, INC.


/s/ KAREN S. JACKSON                   By:  /s/ BERNARD M. LANDES 
----------------------                      ----------------------

V.P. OF ADMINISTRATION                 Its: PRESIDENT & CEO
----------------------                      ----------------------