EXHIBIT 4.13

             EXCLUSIVE INTERNATIONAL SALES, MARKETING MANUFACTURING
                          AND ADMINISTRATIVE AGREEMENT
                      (hereinafter called the "Agreement")

                                     between

                                   CIMYM INC.
                            (an Ontario Corporation)
                         (hereinafter called "Grantor")

                                       and

                                   CIMYM INC.
                            (a Barbados Corporation)
                         (hereinafter called "Grantee")

                        DATED THIS 4TH DAY OF JULY, 1996

Whereas,  the Grantor,  being a company  incorporated under the laws on Ontario,
Canada, has acquired, under a license agreement (hereinafter called the "Licence
Agreement")  with CIMAB S.A.  located in the Republic of Cuba,  certain right to
processes  technologies,  compounds or products  (hereinafter  called  "Licenced
Products") for the purposes of commercialization  in certain territories,  which
in addition includes certain first rights of refusal for additional  products or
extensions of the rights to the Licensed Products; and

Whereas,  the Grantor requires a company to develop markets in various locations
outside of Canada,  such  development  to include  all  aspects  technology  and
product development,  marketing, sales, manufacturing and administration,  where
and if required, in such markets; and

Whereas,  the Grantee,  being a company incorporated under the laws of Barbados,
is willing to provide the  technical  and  financial  support  and  professional
resources to developmarkets in territories outside of Canada (hereinafter called
"Territories).

Now therefore in  consideration  of the premises and of faithful  performance of
the covenants herein contained, the parties hereto agree as follows:

1.    Definitions

      Licenced  Product(s) shall mean those  technologies,  process or products,
      patented  or  unpatented,  and  intellectual  property  that  Grantor  has
      acquired and may acquire under the licence  agreement  between Grantor and
      CIMAB S.A. dated May 3rd, 1995 (the "Licence  Agreement") and described in
      Schedule 1(one).

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      Net Profit Value shall mean annual sales value of any Licensed  Product(s)
      sold less any discounts or rebates on such sales,  less any cost of sales,
      commissions, wages, expenses and other costs related to the products sold.

      Territory shall mean those countries as specified in the Licence Agreement
      excluding Canada.

      Affiliate  means any corporation or other business entity that directly or
      indirectly  controls,  is controlled  by, or is under common control with,
      Grantee. Control means direct or indirect ownership of or other beneficial
      interest in fifty percent (50%) or more of the voting stock,  other voting
      interest or income of a corporation or other business entity.

2.    Grant

      The Grantor  hereby  grants and  Grantee  accepts an  exclusive  right and
      licence  in the  Territory,  subject  to  any  provisions  in the  Licence
      Agreement,  to develop,  market,  sell manufacture and administer Licenced
      Products.

3.    Compensation

      In  consideration  of the  rights  granted  herein,  Grantee  shall pay to
      Grantor an amount  equal to eleven and a half  percent  (11.5%) of the Net
      Profit Value.

      The Grantee agrees to pay the  aforementioned  compensation to the Grantor
      on a quarterly  basis in arrears.  Such payment will be made within thirty
      days of the end of each calendar quarter.

      The Grantee  also agrees to provide the Grantor with  unaudited  financial
      statements  at the end of each  quarter,  together with a statement of the
      amount  due under the  agreement  and a  reconciliation  of the Net Profit
      Value.

      The Grantee shall maintain accurate books and records in sufficient detail
      to enable the payments due hereunder to be determined.  Such records shall
      be available on request by Grantee for inspection,  during normal business
      hours, by Grantor's independent auditors.

      All payments,  financial reports, statements or other information shall be
      in Canadian dollars. The reports shall be provided in English.


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      The Grantor  and the Grantee  shall have the right to offset any amount or
      balances due from one to the other under this Agreement.

4.    Term of Agreement

      This Agreement shall be effective as of the date first set forth above and
      shall  continue in full force and effect,  unless  earlier  terminated  as
      herein provided,  until the expiration of the last to expire of the rights
      to Licenced products under Licence Agreement.

      This Agreement  maybe  cancelled  only upon the mutual written  consent of
      both  parties,  or by either party on the  provision  of formal  notice of
      cancellation.  Such  cancellation  shall occur on December 31 of the fifth
      year after the year in which the notice of cancellation was given; and,

      This Agreement may shall  terminated  automatically at any time should the
      Grantee becomes insolvent, bankrupt, go into liquidation or be acquired or
      controlled by any other company, group or organization.

      Termination of this Agreement shall not terminate Grantee's obligations to
      pay fees and  royalties  that shall have  accrued  hereunder  or Grantee's
      obligations.

5.    Performance

      During  the term of this  Licence  Agreement,  Grantee  shall use its best
      efforts  to  administer,  manufacture,  have  manufactured,  sell lease or
      otherwise  transfer the Licenced  Products in order to maximize Net Profit
      Value in the  Territory  and any other market where the Licenced  Products
      can be lawfully marketed without violating any other agreement of Grantor.

      The Grantee shall effectively carry out its development and marketing plan
      submitted with its  application  for the licence  granted in this Licenced
      Agreement,  and shall take those steps necessary to effectively  bring the
      Licenced  Product(s)  to  a  point  of  practical   application  within  a
      reasonable  time,  and  shall  make  the  Licenced  Product(s)  reasonably
      available to the public.

      During such  period,  should the Grantee not bring the  Licenced  Products
      known and available to the public in reasonable quantities, for reasonable
      consideration  and at  reasonable  cost,  Grantee  shall have the right to
      petition  Grantor  for an  extension  of such  period.  Grantor  shall not
      unreasonably  reject such  petition  if the  petition  is  supported  by a
      substantial showing that Grantee has diligently used reasonable efforts to
      bring the Licenced  Products to a point of practical  application and make


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      the Licenced Products available to the public.  Should such showing not be
      made to Grantor's satisfaction,  Grantor shall have the right, in its sole
      discretion, to modify or terminate this Licence Agreement.

6.    Nothing  is  the   Agreement   shall  be   construed   as  a  warranty  or
      representation  by Grantor as to the validity of any  patents.  Nothing in
      this  Agreement  shall be  construed  as a warranty or  representation  by
      Grantor that anything made, used, sold or otherwise  disposed of under any
      licence granted under this Agreement is or will be free from  infringement
      of patents of third parties.

7.    Indemnity

      Grantee  will  indemnify  and hold Grantor  harmless  against all actions,
      suits, claims,  demands, or prosecutions that may be brought or instituted
      against  Grantor  based on or arising  out of this  Agreement,  including,
      without limitation, the following:

      a)    the  manufacturer,  packaging,  use or sale of Licenced  Products by
            Grantee, and Affiliates or their transferees;

      b)    any  representation  made  or  warranty  given  by  Grantee  or  any
            affiliates with respect to any Licenced Products.

8.    Dispute Resolution

      All  dispute  or  differences  arising  out of the  interpretation  of the
      Agreement shall be settled by two independent arbitrator.

      In the event that no decision can be reached by the arbitrators, an umpire
      shall be appointed by the arbitrators.  The decision of the arbitrators or
      the umpire shall be final and not subject to appeal. Each party shall bear
      the  cost of  arbitration  equally  and this  article  shall  survive  the
      termination of this Agreement.

9.    Notices

      Any notice,  reports,  payments or statement  required or permitted  under
      this Agreement shall be sufficient if sent by certified mail or electronic
      form to:

      President                              President
      CIMYM INC.                             CIMYM INC.
      5045 Orbitor Drive                     The Life of Barbados Building
      Building 11, Suite 400                 St. Michael, Barbados
      Mississauga, Ontario                   West Indies
      L4W 4Y4


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10.   Miscellaneous

      This Agreement shall be governed by laws of Ontario.

      This Agreement is not assignable.

      This Agreement may not be altered,  amended, modified or terminated except
      pursuant to a written agreement duly executed and delivered by each of the
      parties hereto.

      Subject  to the  representation  and  warranties  contained  herein,  this
      Agreement  contains  the whole of the  agreement  between  the parties and
      there  are  no  collateral  or  precedent  representation,  agreements  or
      conditions not specifically set forth herein.

IN WITNESS WHEREOF and intending to be legally bound hereby, each of the parties
hereto  has  caused  this  Agreement  to be  executed  by it's  duly  authorized
representative on the date first above.

CIMYM INC.
(Ontario)


By: _____________________________________

Title: __________________________________


CIMYM INC.
(Barbados)


By: _____________________________________

Title: __________________________________