<PAGE>

                                                                   EXHIBIT 10.37








                               LICENSE AGREEMENT

                                    between

               CONVATEC, A DIVISION OF E.R. SQUIBB & SONS, L.L.C.

                                      and

                   BIOPROGRESS TECHNOLOGY INTERNATIONAL INC.






                                             Dated 27th August 2002

<PAGE>
<Table>
<Caption>

ARTICLE NUMBER                      TITLE                                  PAGE NUMBER
--------------                      -----                                  -----------
<S>                                <C>                                         <C>

      I.                            DEFINITIONS                                     4

      II.                           DISCLOSURE                                      7

      III.                          PRODUCT DELIVERY MILESTONE PROGRAM              7

      IV.                           GRANT OF LICENSE                                9

      V.                            ROYALTIES AND PERFORMANCE                      10

      VI.                           REPORTS                                        13

      VII.                          TIMES AND CURRENCIES OF PAYMENT                15

      VIII.                         INFRINGEMENT                                   16

      IX.                           PATENT APPLICATIONS                            18

      X.                            REISSUE                                        19

      XI.                           FUTURE DEVELOPMENTS                            21

      XII.                          PRODUCT TESTING AND COMPLIANCE                 21

      XIII.                         DEVELOPMENT RECOGNITION                        23

      XIV.                          CONFIDENTIALITY                                23

      XV.                           EFFECTIVE DATE AND TERM                        24

      XVI.                          TERMINATION FOR CAUSE                          25

      XVII.                         RIGHTS AND OBLIGATIONS UPON
                                    TERMINATION                                    26

      XVIII.                        ASSIGNMENT                                     27

      XIX.                          NOTICES                                        28

      XX.                           ENTIRE AGREEMENT AND AMENDMENTS                29

      XXI.                          GOVERNING LAW                                  29

      XXII.                         REVIEW AND COMMENT                             29
</Table>


                                       2
<PAGE>
                       DEVELOPMENT AND LICENSE AGREEMENT
                       ---------------------------------


This Agreement, made as of the 27th day of August, 2002 by and between
BioProgress Technology International, Inc. having an address of 9055 Huntcliffe
Trace, Atlanta, GA 30350 (hereinafter referred to as "LICENSOR") and CONVATEC, a
Division of E.R. Squibb & Sons, L.L.C., with offices at 200 Headquarters Park
Drive, Skillman, New Jersey 08558 USA (hereinafter referred to as "CONVATEC").

                                        WITNESSETH:

     WHEREAS, LICENSOR represents and warrants that it owns all of the right,
title and interest in and to certain patent rights and information pertaining
to a device (such rights and device hereinafter defined); and

     WHEREAS, LICENSOR and CONVATEC desire to undertake and complete a program
to provide Product based upon said device; and

     WHEREAS, CONVATEC is desirous of obtaining certain rights and licenses
from LICENSOR relating to the aforementioned patent rights and information; and

     WHEREAS, LICENSOR is willing to grant such licenses and rights



                                        3
<PAGE>
upon the conditions hereof;


     NOW THEREFORE, for and in consideration of the premises and the mutual
promises hereinafter contained, and other good and valuable consideration, the
parties hereto have mutually agreed as follows:



ARTICLE I. DEFINITIONS
----------------------


     The following terms as used in this Agreement shall, unless the context
clearly indicates to the contrary, have the meanings set forth in this Article:


     A.   "Device" shall mean the medical article described in Attachment A
          hereto.



     B.   "Licensed Patents" shall mean the patent(s) and/or patent
          application(s) specified in Attachment B hereto and any and all other
          patents and/or patent applications in the Territory now or hereafter
          during the term of this Agreement owned or controlled by LICENSOR and
          disclosing and claiming the Device, together with any and all patents
          that may issue or may have issued therefrom in the Territory including
          any and all renewals, divisions,



                                        4
<PAGE>
          continuations, continuations-in-part, confirmations, reissues,
          substitutions, registrations, revalidations, revisions, extensions
          or additions of or to any of the aforesaid patents and patent
          applications. From time to time during the term of this agreement,
          LICENSOR will provide CONVATEC, upon request, with an updated version
          of Attachment B.



     C.   "Net Sales Price" shall mean the gross invoice price at which Product
          is sold, less commissions allowed to distributors, discounts allowed
          dealers, cash discounts, refunds, replacements or credits allowed to
          purchasers for return of Product or as reimbursment for damaged
          Product, freight, postage, insurance and other shipping charges,
          sales and use taxes, customs duties and any other governmental charges
          imposed on the production, importation, use or sale of Product.



     D.   "Product" shall mean any device the manufacture, use or sale of which
          would, but for this Agreement, infringe a Valid Claim or any device
          incorporating, or the manufacture, use or sale of which utilizes
          Technology.



     E.   "Subsidiary" shall mean any corporation directly or indirectly owning,
          owned by, or under common ownership


                                        5
<PAGE>
     with the party in question to the extent of at least fifty percent (50%) of
     the voting shares, including directors' qualifying shares owned
     beneficially by such party, having the power to vote for directors.

F.   "Technology" shall mean all information, technical data, or other
     know-how which relates to the manufacture, use or sale of the Device
     (including clinical data, medical uses and methods, product forms,
     specifications and manufacturing data) which LICENSOR has heretofore
     developed or acquired, or may hereafter develop or acquire, and possesses
     at any time during the term of this Agreement and which LICENSOR is free to
     disclose and furnish to CONVATEC hereunder.

G.   "Territory" shall mean all countries of the world, without exception.

H.   "Valid Claim" shall be deemed to mean a claim pending in a patent
     application or in an unexpired patent included within the Licensed Patents
     which has not been held unenforceable, unpatentable or invalid by a
     decision of a court or other governmental agency of competent jurisdiction,
     unappealable or unappealed within the time

                                       6
<PAGE>
          allowed for appeal, and which has not been admitted to be invalid or
          unenforceable through reissue or disclaimer. If in any country there
          should be two or more such decisions conflicting with respect to the
          validity of the same claim, the decision of the higher or highest
          tribunal shall thereafter control; however, should the tribunals be of
          equal rank, then the decision or decisions upholding the claim shall
          prevail when the conflicting decisions are equal in number, and the
          majority of decisions shall prevail when the conflicting decisions are
          unequal in number.


ARTICLE II. DISCLOSURE
----------------------

          Promptly after the effective date of this Agreement and from time to
time thereafter during the term of this Agreement, LICENSOR shall, to the extent
that it has not already done so, disclose and furnish to CONVATEC, in writing or
other form acceptable to CONVATEC, Technology which is then known or possessed
by LICENSOR.


ARTICLE III. PRODUCT DELIVERY MILESTONE PROGRAM
-----------------------------------------------

          A.   Commencing upon the effective date of this Agreement, LICENSOR
               shall undertake a program to provide Product

                                       7



<PAGE>
based upon the Device described in Attachment A hereto and the Licensed
Patents described in Attachment B hereto. CONVATEC shall provide licensing
payments based upon the achievement of specific milestones by LICENSOR and
corresponding payments set forth below:

Upon signing of the License Agreement:
$*

Upon Delivery to CONVATEC of one thousand (1,000) clinical trial samples of
Product meeting the criteria of CONVATEC for use in human clinical trials,
including CE marking, plus provision of such market research materials as shall
be agreed by LICENSOR and CONVATEC: $*

Upon completion of final packaging and Product specifications and production of
inventory for first market(s) launch: $*

Upon first sale by CONVATEC of a Product in any country of the Territory: $*

These initial four (4) licensing payments will be made by electronic transfer
to the bank account of BioProgress


                                       8
<PAGE>
          Technology International Inc. as follows:
          Bank:               Bank of America
          Address:            8755 Roswell Road
                              Atlanta, GA  30350 USA
          Account Title:      BioProgress Technology International Inc.
          Account Number:     003261231908
          Routing Code:       061000052



          B.   CONVATEC may in its sole discretion determine to discontinue the
          licensing payments set forth in Article III, Paragraph A, above, at
          any time, in which case it shall notify LICENSOR in writing of its
          election to discontinue licensing payments and to conclude any further
          participation in the program, without penalty or further obligation of
          CONVATEC to LICENSOR. In the event of such a discontinuance of
          licensing payments, all rights of CONVATEC under the Licensed Patents
          granted by this Agreement shall immediately terminate and/or revert to
          LICENSOR, which shall have no further obligation to CONVATEC
          hereunder.



ARTICLE IV. GRANT
-----------------






                                        9
<PAGE>
     LICENSOR hereby grants to CONVATEC and its Subsidiaries an exclusive
worldwide license, including the right to grant sublicenses, under Licensed
Patents and to use Technology, to make, have made, use and sell Product.



ARTICLE V. ROYALTIES AND PERFORMANCE
------------------------------------



     A.   In consideration of the licenses and rights granted by LICENSOR to
          CONVATEC hereunder, CONVATEC will pay or cause to be paid to LICENSOR,
          for each calendar year or fraction thereof during the term of this
          Agreement, a royalty equal to the following percentages of the Net
          Sales Price of Product, the manufacture, use or sale of which is
          covered by a Valid Claim, sold by CONVATEC and its Subsidiaries and
          sublicensees:


               Upon yearly sales of Product
               up to and including $*:                      *%

               Upon yearly sales of Product
               exceeding $*
               up to and including $*:                      *%

               Upon yearly sales of Product
               exceeding $*:                                *%
<Table>
<Caption>


               MINIMUM ROYALTIES:
               <S>       <C>
               Year 1*   $*

               Year 2*   $*
</Table>





                                        10
<PAGE>
          *For purposes of the computation of minimum royalties, "Year 1" shall
          be deemed to include the first twelve (12) calendar months following
          first sale by CONVATEC of a Product in any country of the Territory
          and "Year 2" shall be deemed to include the next subsequent twelve
          (12) calendar months following "Year 1".


B.   The obligation to pay royalties to LICENSOR under this Article is imposed
     only once with respect to the same unit of Product regardless of the
     number of Valid Claims and Licensed Patents covering the same.  There
     shall be no obligation to pay LICENSOR under this Article on sales of
     Product between CONVATEC and its Subsidiaries and sublicensees or between
     any of them but in such instances the obligation to pay royalties shall
     arise upon the sale by CONVATEC or its Subsidiaries or sublicensees to
     unrelated third parties. Payments due under Paragraph A or this Article
     shall be deemed to accrue when Product is shipped or billed, whichever
     event shall first occur.


C.   If a patent or patents of a third party who is not a Subsidiary of
     CONVATEC should exist during the term of this Agreement in any country
     covering the manufacture,

                                       11
<PAGE>
     use or sale of any Product, and if it should prove, in CONVATEC's
     judgment, impractical or impossible for CONVATEC or its Subsidiaries or
     sublicensees to continue the activity or activities licensed hereunder
     without obtaining a royalty-bearing license from such third party under
     such patent or patents, then CONVATEC shall be entitled to a credit
     against the payments due hereunder of any amount equal to the royalty paid
     to such third party arising from the manufacture, use or sale of Product
     in said country.


D.   If at any time or from time to time a third party in any country shall,
     under right of a compulsory license granted or ordered to be granted by a
     competent governmental authority, manufacture, use or sell any Product
     with respect to which royalties shall be payable pursuant to Paragraph A
     of this Article, then CONVATEC, upon notice to LICENSOR and during the
     period such compulsory license shall be effective, shall have the right to
     reduce such royalty on each unit of Product sold in such country to an
     amount no greater than the amount payable by said third party in
     consideration of its compulsory license.

                                       12
<PAGE>
     E.   The royalty rates set forth in this Article V, Paragraph A, above,
          for Product sold in a country of the Territory shall be reduced by
          fifty percent (50%) in the event that at any time or from time to
          time a third party or third parties not having a license under the
          Licensed Patents from LICENSOR shall make, use or sell in any such
          country the Licensed Device; provided however, that such reduction
          shall be applicable only during such periods of manufacture, use or
          sale by such third party.

     F.   In the absence of a Licensed Patent covering a Product licensed to
          CONVATEC under this Agreement and notwithstanding any other
          provisions of this Agreement, the royalties payable under Paragraph A
          of this Article V shall terminate at any time LICENSOR ceases or is
          unable to provide the aid and assistance required in Article XII
          hereunder.


ARTICLE VI. REPORTS
-------------------

     Within ninety (90) days after the close of each calendar quarter of each
year during the term of this Agreement (including the last day of any such
calendar quarter following the expiration date of this Agreement), CONVATEC
shall report to LICENSOR all


                                       13
<PAGE>
payments actually accruing under Article V during such calendar quarter. Such
quarterly reports shall indicate for such calendar quarter the Net Sales Price
of the Product sold by CONVATEC and its Subsidiaries and sublicensees with
respect to which payment is due and the amount of such payment. In case no
payment is due for any such period, CONVATEC shall so report. CONVATEC shall
keep, and it shall cause its Subsidiaries and sublicensees to keep, accurate
records in sufficient detail to enable the aforesaid payment due under Article
V to be determined. Upon the request of LICENSOR, CONVATEC and its Subsidiaries
and sublicensees shall permit an independent certified public accountant
selected by LICENSOR to have access, once in each calendar year during regular
business hours and upon reasonable notice to CONVATEC, to such of the records
of CONVATEC and its Subsidiaries and sublicensees as may be necessary to verify
the accuracy of the reports made during the previous calendar year, except that:
said accountant shall meet the prior approval of CONVATEC or its Subsidiary or
its sublicensee in question, which approval shall not be unreasonably denied,
and; said accountant shall not disclose to LICENSOR any information except
that which should properly have been contained in such reports, and; said audit
right may not be exercised more than once in any one calendar year. The records
from which the royalty reports are prepared need not be retained by CONVATEC
longer than CONVATEC's then current records retention policy for such



                                        14
<PAGE>
documents.



ARTICLE VII. TIMES AND CURRENCIES OF PAYMENT
---------------------------------------------



     Payments shown to have accrued by each of the quarterly reports provided
for under Article VI above shall be due and payable on the date such report is
due shall be paid in United States Dollars, or at CONVATEC's election, in the
currency of the country in which the Product was sold. CONVATEC or its
Subsidiaries as agents for LICENSOR will deduct or withhold from such payments
and pay to the proper taxing authority all taxes or fees required by law or
regulation to be deducted or withheld with respect to such payments and proof of
payment secured and sent to LICENSOR as evidence of such payment. The rate of
exchange to be used in computing the amount of local currency equivalent to the
United States Dollars due to LICENSOR as royalty shall be the commercial
exchange rate in effect in New York, New York on the last business day of the
calendar quarter for which payment is being made. If at any time conditions or
legal restrictions exist in any country where Product is sold by CONVATEC or its
Subsidiaries or sublicensees, which legal restrictions prevent the prompt
remittance of the royalties due to LICENSOR, CONVATEC shall have the right and
option to make such payments by depositing the amount thereof, subject to an
appropriate adjustment due to the



                                        15
<PAGE>
inability to obtain appropriate tax deduction, in local currency to LICENSOR's
account in a bank or other depository selected by LICENSOR. CONVATEC shall be
excused from remitting such royalties in accordance with the provisions of this
Article during the pendency of such legal restrictions.



ARTICLE VIII. INFRINGEMENT
--------------------------



     A.   In the event that a third part appears to be infringing one or more of
          the Licensed Patents, CONVATEC shall bring such infringement to the
          attention of LICENSOR. If LICENSOR does not institute infringement
          proceedings against such third party within ninety (90) days after
          written notice from CONVATEC that such third party appears to be
          infringing one or more of the Licensed Patents, CONVATEC shall have
          the right to take whatever steps in its own and sole discretion it
          shall deem advisable, including but not limited to, settlement or the
          filing of suit for damages or to enjoin such sales or offers for sale
          by such third party. LICENSOR agrees to perform all acts which may
          become necessary or desirable to vest in CONVATEC the right to
          institute any such suit and shall, upon reasonable notice, cooperate
          and, to the



                                        16
<PAGE>
          extent deemed necessary or desirable by CONVATEC and at CONVATEC's
          expense, participate in any suit to enjoin such infringement and to
          collect, for the benefit of CONVATEC, damages, profits and awards of
          any nature recoverable for such infringement. The costs and expenses
          of such suit or settlement shall be borne by CONVATEC. Recovery of
          damages in any such suit or settlement with any third party shall
          inure to the benefit of CONVATEC; however, CONVATEC shall after first
          recouping its reasonable attorneys' fees and costs incurred in
          connection with such suit or settlement apply any excess recovered
          damages to reimbursing LICENSOR, to the extent of such excess, the
          royalties that would have been payable to LICENSOR but for application
          of Article V, Paragraph E, hereof.




     B.   LICENSOR agrees should a third party institute a patent infringement
          suit in any country of the Territory against CONVATEC or a Subsidiary
          or sublicensee of CONVATEC predicated on CONVATEC's or its
          Subsidiaries' or sublicensees' manufacture, use or sale of Product,
          CONVATEC shall have the right to reduce by fifty percent (50%)
          royalties due to LICENSOR in such country hereunder with respect to
          such Product. In the event such third



                                        17



<PAGE>
     party suit is successfully defended by CONVATEC, it shall, upon final
     determination thereof, pay to LICENSOR all royalties that would have been
     payable to LICENSOR if such suit had not been instituted, less reasonable
     attorneys' fees and costs incurred by CONVATEC in connection with such
     suit, which shall not exceed the total amount of royalties payable to
     LICENSOR by virtue of said successful defense and final determination.


ARTICLE IX. PATENT APPLICATIONS
-------------------------------


A.   CONVATEC shall have the right to have patent applications covering the
     Device filed at its own expense in those countries which CONVATEC in its
     sole discretion deems advisable in view of its commercial operations.
     LICENSOR agrees to execute or cause to be executed all documents necessary
     or desirable for the purpose of applying for and obtaining patents thereon.
     All such applications will be owned by LICENSOR.  LICENSOR shall control
     the prosecution of all patent applications within the Licensed Patents but
     shall provide or cause to be provided to CONVATEC a copy of all
     correspondence to and from the patent authorities of each country of the
     Territory in which such patent application has been

                                       18



<PAGE>
          filed, so as to afford CONVATEC sufficient time to comment and
          advise. The cost of filing patent applications in a country of the
          Territory where the filing was made by CONVATEC or at CONVATEC's
          request as well as the expense incurred by LICENSOR in prosecuting
          and in maintaining such application, shall be paid by CONVATEC.
          CONVATEC's obligation to pay for patent prosecution expenses shall
          not require CONVATEC to pay for expenses of prosecution or appeal
          other than in the patent office of the country concerned.

     B.   It is expressly understood and agreed that patent applications may be
          filed by LICENSOR at LICENSOR's expense in any country in which
          CONVATEC elects not to file a patent application and that all such
          patent applications filed by LICENSOR are included within the
          Licensed Patents.  LICENSOR shall advise CONVATEC of the filing of
          each such patent application and LICENSOR will cause same to be
          prosecuted diligently and in good faith at its own expense.

ARTICLE X. REISSUE
------------------

     In the event CONVATEC requests that LICENSOR file an

                                       19
<PAGE>
application for reissue of a Licensed Patent of the United States to correct an
infirmity and with such request, in support thereof, provides to LICENSOR a
written legal opinion of independent patent counsel, then LICENSOR within sixty
(60) days of receipt of such request shall either instruct patent counsel of
its choice to file such an application for reissue, or advise CONVATEC that it
chooses not to file such an application. If LICENSOR chooses not to file an
application for reissue, then LICENSOR and CONVATEC shall mutually agree upon
independent patent counsel, who shall review LICENSOR's request and reasons
given in support thereof and shall provide to LICENSOR and CONVATEC an opinion
as to the necessity or desirability for the filing of such an application.

     If such independent patent counsel selected by LICENSOR and CONVATEC
recommends that the application for reissue be filed and LICENSOR elects to
file for reissue, then LICENSOR shall direct patent counsel of its choice to
file such an application, and the cost of such independent counsel's opinion
and the costs of filing said application shall be shared equally by the
LICENSOR and CONVATEC. In the event that LICENSOR elects not to file for
reissue contrary to the recommendation of independent patent counsel, then
CONVATEC shall have the option to terminate this Agreement, or to convert the
exclusive license granted in Article III above to a non-exclusive license and
to reduce by one-half the

                                       20
<PAGE>
royalties provided for in Article IV above, effective upon the date CONVATEC
elects to convert the license to non-exclusive.

ARTICLE XI. FUTURE DEVELOPMENTS
-------------------------------

     LICENSOR will disclose to CONVATEC all improvements relating to the Device
which are invented, developed or otherwise acquired by LICENSOR during the term
of this Agreement.  CONVATEC shall automatically have, subject to all of the
terms and conditions of this Agreement but without any additional royalty, a
worldwide exclusive license, including the right to grant sublicenses, with
respect to and under any patents or patent applications which LICENSOR may
secure or file thereon or in connection therewith. All such patents and patent
applications shall be added to the Licensed Patents.  LICENSOR shall provide
CONVATEC with access to Technology developed or acquired by LICENSOR relating to
said Technology developed or acquired by LICENSOR relating to said
improvements and CONVATEC shall automatically have, subject to all the terms and
conditions of this Agreement but without any additional royalty, a worldwide
exclusive license to use such Technology.

ARTICLE XII. PRODUCT TESTING AND COMPLIANCE
-------------------------------------------
     At CONVATEC's request, LICENSOR shall aid and assist CONVATEC:

                                       21
<PAGE>
     (1)  in conducting laboratory and clinical evaluations of Product, and;

     (2)  in preparing accurate labels, labeling, and advertising for Product
          as those terms are defined in the Federal Food, Drug and Cosmetic
          Act, and;

     (3)  in securing the approval of any state or federal regulatory agency
          which approval may be necessary to commence or continue sales of
          Product, and;

     (4)  in defending Product before any state or federal regulatory agency
          which may seek to seize, ban or prevent the introduction of Product
          into commerce.


     It is agreed and understood by and between the parties that the foregoing
aid, education and assistance shall not be financial, but shall be given by way
of review of protocols, materials and data, personal consultations, preparation
of written statements, presentations and oral testimony. CONVATEC shall
reimburse LICENSOR for all reasonable out-of-pocket expenses which LICENSOR may
incur by reason of the foregoing and CONVATEC shall have the exclusive and sole
right to use or disclose information and data

                                       22

<PAGE>
resulting from such aid and assistance.  No honorariums will be paid for such
aid, education and assistance.

ARTICLE XIII. DEVELOPMENT RECOGNITION
-------------------------------------

     LICENSOR hereby grants to CONVATEC and its Subsidiaries the right to use
LICENSOR's name in labeling, advertising and promotional literature, to
acknowledge that Product was developed by or in cooperation with LICENSOR. Such
grant shall continue for so long as CONVATEC and its Subsidiaries shall
manufacture, distribute or sell Product in accordance with the terms of this
Agreement.

ARTICLE XIV. CONFIDENTIALITY
----------------------------

     Each party undertakes to keep secret and confidential and not to disclose
to any third party, except as it is necessary in carrying out the purpose of
this Agreement, during the term of this Agreement and for a period of five (5)
years thereafter any information, data or know-how disclosed to it by the other
party except:

     (1)  information, data and know-how which at the time of

                                       23
<PAGE>
          disclosure is in the public domain or publicly known or available;


     (2)  information, data or know-how which, after disclosure, becomes part
          of the public domain or publicly known or available by publication or
          otherwise, except by breach of this Agreement by the receiving party;



     (4)  information, data or know-how which the receiving party can establish
          by competent proof was in its possession at the time of disclosure by
          the other party;



     (4)  information, data and know-how which the receiver receives from a
          third party; provided, however, that such information was not obtained
          by said third party from the other party; and



     (5)  information, data and know-how which is derived by or on behalf of the
          receiver independently of such disclosure.



ARTICLE XV. EFFECTIVE DATE AND TERM
-----------------------------------



     A.   This Agreement will become effective on the day and year first written
          above and will remain in effect until and



                                        24
<PAGE>
          expire upon the expiration of the last to expire of the patents
          licensed hereunder. After such expiration of this Agreement, CONVATEC
          shall have the right to make, use and sell Product without the
          further payment of royalty of otherwise accounting to LICENSOR.



     B.   CONVATEC shall have the right to terminate this Agreement with respect
          to any country or countries upon sixty (60) days notice to LICENSOR.
          If CONVATEC should exercise such right to terminate this Agreement,
          CONVATEC's license under any patents or patent applications in such
          country or countries licensed under Article III hereof shall
          terminate, as shall its right to make further use in such country or
          countries of the Technology acquired from LICENSOR under this
          Agreement, and which CONVATEC is obliged to hold in confidence
          pursuant to Article XIII of this Agreement, either in Product sold in
          any such country or in manufacturing processes carried out in any such
          country.



ARTICLE XVI. TERMINATION FOR CAUSE
----------------------------------



     Failure by LICENSOR or CONVATEC or of any of its Subsidiaries to comply
with any of the obligations and conditions herein



                                        25
<PAGE>
contained, unless such failure results from or is caused by applicable laws or
regulations, shall entitle the other party to give to the party in default
notice requiring it to make good such default. If such default is not made good
within ninety (90) days after receipt of such notice, the notifying party shall
be entitled (without prejudice to any of its other rights conferred on it by
this Agreement) to terminate this Agreement by giving notice to take effect
immediately. The right of either party to terminate this Agreement, as
hereinabove provided, shall not be affected in any way by its waiver of, or
failure to take action with respect to, any previous default.





ARTICLE XVII. RIGHTS AND OBLIGATIONS UPON TERMINATION
-----------------------------------------------------



     Termination of this Agreement for any reason shall be without prejudice to:



     (1)  LICENSOR's right to receive all royalties accrued under Article V and
          unpaid on the effective date of such termination.



     (2)  the rights and obligations provided in Articles VI and



                                        26
<PAGE>
          XIV hereof, and



     (3)  any other remedies which either party may then or thereafter have
          hereunder or otherwise.



     Upon the termination of this Agreement prior to the completion of the term
provided for in Paragraph A of Article XV, CONVATEC may notify LICENSOR of the
amount of Product that CONVATEC, its Subsidiaries and sublicensees, then have on
hand and CONVATEC, its Subsidiaries and sublicensees, shall then be permitted
by LICENSOR to sell that amount of Product, but no more, provided that CONVATEC
shall pay royalties thereon at the rate and at the time herein provided and
render reports thereon in the manner herein provided.




ARTICLE XVIII. ASSIGNMENT
-------------------------



     CONVATEC may assign its rights under this Agreement in whole or in part
to any Subsidiary or Subsidiaries, which shall be substituted directly for it
hereunder. At CONVATEC's request, LICENSOR shall enter into a separate
counterpart agreement with any such Subsidiary. Such counterpart agreement
shall be in the same form as this Agreement except for any necessary change in
Licensed Patents to reflect the extent of the assignment, the substitution




                                        27
<PAGE>
of the Subsidiary's name, and the effective date of the assignment. This
Agreement shall not otherwise be assignable by either party without the prior
written consent of the other party, except by CONVATEC to the successor or
assignee of substantially all of its business related to medical products. It
is expressly understood and agreed, however, that the assignor of any rights
hereunder shall remain bound by the obligations hereof.


ARTICLE XIX. NOTICES
--------------------

     Any notice or report required or permitted to be given or made under this
Agreement by one of the parties hereto to the other shall be in writing and
shall be deemed to have been sufficiently given or made for all purposes if
mailed by registered mail, postage prepaid, addressed to such other party at
its respective address as follows:


To LICENSOR:  BioProgress Technology International Inc.
              9055 Huntcliffe Trace
              Atlanta, GA 30350 USA
              Attention: Managing Director, BioProgress
              Technology Ltd.

To CONVATEC:  ConvaTec, a division of E.R. Squibb & Sons, L.L.C.
              200 Headquarters Park Drive
              Skillman, New Jersey 08558  USA
              Attention:  Vice President, External Development

                                       28

<PAGE>
or to such other address as the addressees shall have theretofore furnished in
writing to the addressor.


ARTICLE XX.  ENTIRE AGREEMENT AND AMENDMENTS
--------------------------------------------

     This Agreement contains the entire understanding of the parties with
respect to the matter contained herein.  The parties hereto may, from time to
time during the continuance of this Agreement, modify, vary or alter any of the
provisions of this Agreement, but only by an instrument duly executed by both
parties hereto.


ARTICLE XXI.  GOVERNING LAW
---------------------------

     This Agreement shall be construed in accordance with the laws of the
United States, State of New Jersey.


ARTICLE XXII.  REVIEW AND COMMENT
---------------------------------

     CONVATEC and LICENSOR shall afford to one another reasonable opportunity
to review and comment upon any of their proposed press releases or other public
documents wherein the name of the other party is mentioned. Any such proposed
press release or other document shall be deemed to be Confidential Information
within the meaning of Article XIV of this Agreement until publicly released by
CONVATEC OR LICENSOR, as the case may be. This Article shall not require the
review and comment of LICENSOR upon Product promotional

                                       29
<PAGE>
materials of CONVATEC.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.


BioProgress Technology             CONVATEC, a Division of
International Inc.                 E.R. Squibb & Sons, L.L.C.

By: /s/ Graham Robert Mason Hind   By: /s/ Gary C. Restani
   -----------------------------      -----------------------------
        Graham Robert Mason Hind           Gary C. Restani
Title: Director                    Title: President
      --------------------------         --------------------------
Date:  Aug 27, 2002                Date: Aug 23, 2002
      --------------------------         --------------------------


WITNESS: /s/ Joe Muncaster
--------------------------------
J. Muncaster
53 The Oaks
Milton
Cambr
CB4 62G

                                       30
<PAGE>





                                  ATTACHMENT A
                                  ------------


drainage bag for receiving bodily waste, so constructed as to dissolve and
disperse in water after the application of a solvent, invented by LICENSOR, and
which is disclosed and claimed in the Licensed Patents specified in Attachment
B as of the date of execution of this Agreement.


                                       31
<PAGE>



                                  ATTACHMENT B
                                  ------------

                 United States Patent Number:  US 6,217,562 B1

                        Date of Patent:  April 17, 2001


OSTOMY1

WATER-DISPERSIBLE DISPOSABLE ENCLOSURE
--------------------------------------------------------------------------------
GB - GRANTED (SOLVENT INVENTION)
DIV GB9610947.5
APPN NO.  GB9906522.9
APPN DATE 23.3.99
PUBN NO. GB2333462
PUBN DATE 28.7.99
GRANT DATE 1.12.99
--------------------------------------------------------------------------------
US - GRANTED
APPN NO.  08/952,915
APPN DATE 24.5.96
GRANT NO. 6217562
GRANT DATE 17.4.2001
--------------------------------------------------------------------------------
EP - EXAMINED (SOLVENT INVENTION)
APPN NO. 96919913.2
APPN DATE 24.5.96
PUBN NO EP0833596
--------------------------------------------------------------------------------
WO - Examined
APPN NO. PCT/GB96/01267
APPN DATE 24.5.96
PUBN NO. WO 96/37171

Copies to be attached


                                       32
<PAGE>
                      FIRST AMENDMENT TO LICENSE AGREEMENT
                      -----------------------------------

     AND NOW, this 11th day of November, 2002, it is hereby agreed by and
between ConvaTec, a division of E. R. Squibb & Sons, L.L.C., 200 Headquarters
Park Drive, Skillman, New Jersey 08558 (hereinafter "CONVATEC") and BioProgress
Technology International, Inc., 9055 Huntcliffe Trace, Atlanta, GA 30350
(hereinafter "LICENSOR") as follows:

     WHEREAS, by the agreement of August 27, 2002 (hereinafter "Agreement") by
and between LICENSOR and CONVATEC, a program to provide Product (as that term
is defined in the Agreement) was established and LICENSOR granted to CONVATEC
certain rights and licenses relating to patent rights and information of the
LICENSOR concerning said Products; and

     WHEREAS, the LICENSOR and CONVATEC have undertaken their respective rights
and obligations under the said Agreement and continue to do so to date; and

     WHEREAS, the LICENSOR and CONVATEC wish to amend the Agreement of August
27, 2002 in certain particulars:

<PAGE>
     NOW THEREFORE, the License Agreement of LICENSOR and CONVATEC of August 27,
2002 is amended as follows, effective upon the date of execution specified
hereinabove:

     1.   ARTICLE III ("PRODUCT DELIVERY MILESTONE PROGRAM") of the Agreement is
          hereby amended so as to delete the language:

            "Upon Delivery to CONVATEC of one thousand (1000) clinical trial
            samples of Product meeting the criteria of CONVATEC for use in human
            clinical trials, including CE marking, plus provision of such market
            research materials as shall be agreed by LICENSOR and CONVATEC:
            $*"

          In the place of said deleted language shall be substituted the
          following language:

            "Upon complete execution of this First Amendment to License
            Agreement: $*

            Upon Delivery to CONVATEC of one thousand (1000) clinical trial
            samples of Product meeting the criteria of CONVATEC for use in human
            clinical trials, including CE marking, plus provision of such market
            research materials as shall be agreed by LICENSOR and CONVATEC:
            $*."

<PAGE>
     2.   The amended payments as provided for in paragraph One (1) of this
          First Amendment to License Agreement shall each be subject to the
          electronic transfer payment provision of Article III of the Agreement.

     3.   ATTACHMENT B (LICENSED PATENTS) to the Agreement is hereby amended so
          as to substitute the revised ATTACHMENT B (which is hereunto attached
          to this First Amendment to License Agreement) for the original
          version of ATTACHMENT B which was attached to the Agreement.

     4.   In all other respects, the Agreement of August 27, 2002 is affirmed
          and ratified.


     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to License Agreement on the day first above written.


BIOPROGRESS TECHNOLOGY                            CONVATEC, a Division of
INTERNATIONAL, INC.                               E.R. Squibb & Sons, L.L.C.

    /s/ Graham Robert Mason Hind                      /s/ Gary C. Restani
By: ____________________________                  By: _________________________
                                                          Gary C. Restani

           Director                                          President
Title: _________________________                  Title:  _____________________

          14/11/2002
Date:  _________________________                  Date:   _____________________

WITNESS:
     /s/ [illegible]
_______________________________                   _____________________________

<PAGE>
                                  ATTACHMENT B

                  United States Patent Number: US 6,217,562 B1

                         Date of Patent: April 17, 2001

OSTOMY 1

WATER-DISPERSIBLE DISPOSABLE ENCLOSURE
--------------------------------------
GB - GRANTED (SOLVENT INVENTION)
DIV GB9610947.5
APPN NO. GB9906522.9
APPN DATE 23.3.99
PUBN NO. GB2333462
PUBN DATE 28.7.99
GRANT DATE 1.12.99
--------------------------------------
US - GRANTED
APPN NO. 08/952,915
APPN DATE 24.5.96
GRANT NO. 6217562
GRANT DATE 17.4.2001
--------------------------------------
EP - EXAMINED (SOLVENT INVENTION)
APPN NO. 96919913.2
APPN DATE 24.5.96
PUBN NO EP0833596
--------------------------------------

WO  Examined
APPN NO. PCT/GB96/01267
APPN DATE 24.5.96
PUBN NO. WO 96/37171
--------------------------------------

GB FILED (DRAINAGE BAG)
APPN NO. GB0121422.1
APPN DATE 5.9.01
--------------------------------------

PCT FILED (DRAINAGE BAG)
APPN NO PCT/GB02/04005
APPN DATE 30.8.02
PRIORITY APPN GB0121422.1
PRIORITY DATE 5.9.01
--------------------------------------

Copies to be attached