FEE AGREEMENT

Between  SanguiBioTech  AG,  Alfred  Herrhausen  Str.  44 (FEZ), D-58455 Witten,

                                       and

Ms. Dr. Sieglinde Borchert, resident in Sch neberger Str. 15, D-37085 G ttingen.


The  contracting  parties  conclude  the  following  Fee  Agreement:

1.     From  1  June  1998  on,  Ms.  Dr.  Borchert  will work as an independent
freelance  collaborator  and  project  co-ordinator  for  SanguiBioTech  AG.
2.     Ms.  Dr.  Borchert  will  work  on  the  projects as freely determined by
herself.  As for the rest, time and duration of her working hours are subject to
her  sole absolute discretion. In making such determination, she shall take into
account  the  organizational  and  operational processes without, however, being
bound by them. Neither will she be integrated into the operations or operational
processes.
3.     Ms.  Dr.  Borchert  shall  be paid an initial monthly flat-rate fee of DM
6,670.00  plus legal VAT, if applicable. The fee shall be due and payable at the
end  of  every  month.
     Any  expenses  possibly incurred by Ms. Dr. Borchert in connection with her
activities  (see  Item  1)  shall  be  separately  accounted  for.
     It  is  understood  by  the  contracting  parties  that  there is no social
security  obligation  with regard to Ms. Dr. Borchert who will herself take care
of  health  insurance  and  provisions  for  old  age.
     With  regard to taxation, Ms. Dr. Borchert is to be treated as a freelance.
Therefore,  no  wage  tax  will  be  paid  for  her.
4.     Ms.  Dr. Borchert shall be free in determining any off-duty periods (such
as  holiday,  further  training,  congresses).  For  periods  of  absence due to
illness,  she  will  effect  an  appropriate  insurance  (e.g.  daily  benefit
insurance).
5.     Ms.  Dr.  Borchert  declares that she does not suffer from any contagious
disease  and  has  not  concealed  any physical or health defects, in particular
chronic  diseases,  as  far  as  known  to  her.

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6.     Ms.  Dr.  Borchert  is  obliged to observe absolute secrecy towards third
parties  with  regard to any and all internal affairs of the business, trade and
business secrets during and after the termination of this Fee Agreement. This in
particular  applies  to  concrete  and special knowledge, modes of procedure and
methods  in connection with the development of the products of SanguiBioTech AG.
7.     SanguiBioTech AG shall be exclusively entitled to the exploitation of any
inventions made during the work under this Fee Agreement. However, SanguiBioTech
AG  shall  not  be  obliged to exploit such invention, but can release it at its
complete  discretion.  If  exploiting  the  invention, SanguiBioTech AG shall be
obliged  to  pay an adequate compensation. The amount of such compensation shall
depend  on  the  value  of  the  invention  according to the exploitation of the
invention  as  compared  to  the  overall  project.
8.     This  Fee  Agreement  can  be terminated by either party upon one month's
notice  with  effect  from  the  end of a month, in conformity with   621 of the
BGB1.
9.     Any  alterations  of  or  additions  to  this  agreement  must be made in
writing. The same applies to a possible waiver of adherence to the written form.
10.     Should any provision of this agreement be invalid, this shall not affect
the  validity  of  its  remaining  parts.  The  contracting parties undertake to
replace  an  invalid  provision,  if  any, by a valid one that comes as close as
possible  to  the  intended  purpose  or  regulation.

Gottingen,  15  June  1998               Mainz,  15.June  1998
/signature/                              /signature/
(Dr.  S.  Borchert)                     (Member  of  the  Managing  Board
                                        of  SanguiBioTech  AG)
________________________
 German  Civil  Code