AGREEMENT

            HEALTH REGISTRATION, TRADEMARK, ASSETS AND STOCK TRANSFER

This Agreement  (hereinafter  Agreement)  dated as of the 27th of June,  2000 is
entered in Madrid (Spain) by and

                                    BETWEEN

FABRICA DE PRODUCTOS QUIMICOS Y FARMACEUTICOS  ABELLO,  S.A. a company organized
under the laws of Spain and having its legal  address  at Josefa  Valcarcel  38,
28027 Madrid (hereinafter referred to as SELLER)

                                      AND

LABORATORIOS  BELMAC,  S.A., a company  organized and existing under the laws of
Spain and having its principal  office at c/Montearagon 9, 1a pta., 28033 Madrid
(hereinafter referred to as PURCHASER)

                                   WITNESSETH

WHEREAS,  SELLER owns the health Registrations ("the Health  Registrations") for
the human prescription pharmaceutical products containing the chemical substance
`Codeine  phosphate'  as sole active  ingredient  ("the  Products") in Spain and
sells the Products under the registered  trademark  CODEISAN ("the  Trademark").
The Health Registration, the Product and the Trademark are defined in Schedule A
hereto.

WHEREAS,  SELLER owns the machinery and equipment for the  manufacturing  of the
Products ("the Assets") as defined in Schedule B hereto.

WHEREAS,  SELLER  wishes to assign  and  PURCHASER  wishes to obtain  the Health
Registrations   and  the  Trademark  for  the  Products   under  the  conditions
established in this document.

WHEREAS,  SELLER wishes to sell and PURCHASER wishes to purchase  SELLER's stock
of  Products,  Products  related  inventory  and  Assets,  under the  conditions
established in this document.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter
set forth, the parties hereto agree as follows:

<PAGE>

ARTICLE 1. - ASSIGNMENT OF HEALTH REGISTRATIONS
-----------------------------------------------

1.1      SELLER hereby assigns to PURCHASER and PURCHASER accepts, all rights to
         and in the Health Registrations (defined in Schedule A hereto) with all
         their  rights and  obligations,  for the  consideration  of Pesetas two
         million (2,000,000.-Ptas) VAT excluded, each Health Registration, which
         amounts  to a total of  Pesetas  Four  Million  (4,000,000.-Ptas.)  VAT
         excluded, payable by certified check to the order of SELLER on the date
         the Health  Registration  transfer  is  formalized  in the Notary  deed
         mentioned in Article 7.1 below.

1.2      PURCHASER shall bear all the expenses,  taxes and other charges related
         to the transfer of the Health Registrations as provided herein.

ARTICLE 2. - MARKET SUPPLY
--------------------------

2.1      SELLER   undertakes   to  supply   regularly  to  the  market  all  the
         requirements  of  finished  form  Products  until  the date the  Health
         Registration  transfer to PURCHASER is duly  authorized  by the Spanish
         Health Ministry ("Transfer Date").

2.2      After  the   Transfer   Date,   PURCHASER   shall   have  any  and  all
         responsibilities for the Products, and expressly defend,  indemnify and
         hold SELLER  harmless  from any and all liability  which  concerns such
         Products,  Trademark  or the Health  Registrations  and which may arise
         from events occurring subsequent to the Transfer Date.  Notwithstanding
         the before mentioned, provisions from Article 5 and 6 in this Agreement
         shall be applied.

ARTICLE 3. - ASSIGNMENT OF TRADEMARK
------------------------------------

3.1      At the Transfer  Date SELLER shall  assign to PURCHASER  and  PURCHASER
         shall  accept,  all  rights  to and in the  Trademark  (as  defined  in
         Schedule  A hereto)  with all their  rights  and  obligations,  for the
         consideration   of  Pesetas   Eight   hundred  and  forty  six  million
         (846,000,000.-Ptas)  VAT  excluded,  payable by certified  check to the
         order of SELLER on the date the Trademark transfer is formalized in the
         Notary deed mentioned in Article 7.2 below.

ARTICLE 4. - TRANSFER OF ASSETS
-------------------------------

4.1      At the Transfer Date SELLER shall sell to PURCHASER and PURCHASER shall
         buy, the Assets (as defined in Schedule B hereto) with all their rights
         and obligations, for the consideration of Pesetas two million and seven
         hundred  fifty  thousand  (2,750,000.-Ptas)  VAT  excluded,  payable by
         certified  check to the order of SELLER no later than fifteen days from
         SELLER's invoice.

<PAGE>

4.2      Delivery will be in SELLER's  affiliate  facility in Alcala de Ilenares
         (Madrid). SELLER will assist PURCHASER with transportation to PURCHASER
         facility in Zaragoza  and with  installing  the assets.  Transportation
         costs will be paid by SELLER.

ARTICLE 5. - TRANSFER OF GOODS IN INVENTORY
-------------------------------------------

5.1      At the Transfer Date,  both parties hereto will jointly take a physical
         count of Product  related  inventory in SELLER's  warehouse.  PURCHASER
         will assume  ownership of all SELLER's stock on that moment.  Forecasts
         of inventories are defined in Schedule C hereto.

5.2      SELLER agrees to defend, indemnify and hold PURCHASER harmless from any
         loss  claim or damage to the  extent  that such  loss,  claim or damage
         arises out of SELLER's  defective  manufacture of Product related stock
         purchased by PURCHASER under this Agreement.

5.3      Payment  of the  referenced  purchase  shall be made  against  SELLER's
         invoice for the total amount of the purchased  inventory,  according to
         the following  payment  schedule;  one third of the total  amount,  not
         later  than 30 days  from the date of  SELLER's  invoice;  one third on
         later than 60 days after invoice date; and the final third of the total
         amount, no later than 90 days from the SELLER's invoice date.  Payments
         shall be effective by certified check to the order of SELLER.

5.4      The above-mentioned  inventory, to be purchased by PURCHASER is made up
         of the following, and will be purchased at PURCHASER's warehouse prices
         set forth below and in Schedule B hereto.

         Finished form products (per pack):
                  125 ml. Jarabe = 131 ptas.
                  30 mg. 10 comprimedos = 70 ptas.
                  30 mg. 20 comprimidos = 118 ptas.


ARTICLE 6. - TRADE RETURNS
--------------------------

6.1      Finished  form  Products  purchased by PURCHASER  pursuant to Article 5
         above will be  identified  on the Transfer  Date by their batch number.
         PURCHASER  will be fully  responsible  for any returns  from  customers
         regarding such Products unless the return is due to faulty  manufacture
         on SELLER's part.

6.2      With  respect to  Products  sold by SELLER in the  market  prior to the
         final transfer of ownership to PURCHASER, the parties agree as follows:
<PAGE>

         (a)      For a period of one (1) year  starting with the actual date on
                  which PURCHASER undertakes the sale of the Products, PURCHASER
                  will  accept  and bear the cost of  replacement  of all  sales
                  returns  related to the Product,  provided  that the sales and
                  return  level of the  Products  accounted in units of products
                  for the period of six (6) Months  prior to the actual  date of
                  the transfer of ownership,  do not substantially  exceed those
                  of  the  same  period  of  the   preceding   year  -  i.e.  no
                  overstocking has taken place and provided furthermore that the
                  returns are not due to  SELLER's  fault.  For these  purposes,
                  SELLER shall provide  PURCHASER  with  information on Products
                  returned in year 1999.

         (b)      Any sales  returns  received and cleared by SELLER during this
                  period and which are not related to SELLER's quality problems,
                  will be resent to and accepted by PURCHASER. For these returns
                  SELLER will charge  PURCHASER the amount actually  credited to
                  the customer.

6.3      In any event  PURCHASER  and  SELLER  agree to assist  each  other with
         respect  to trade  returns  in order to  minimize  the loss for  either
         party.

ARTICLE 7. - NOTARY DEED
------------------------

7.1      For the  purpose of the  registration  and  acceptance  by the  Spanish
         authorities  of  the  Health  Registrations  in  a  Notary  deed,  such
         notarized document will not constitute a novation of this Agreement.

7.2      Within three days from the  Transfer  Date,  both parties  hereto shall
         formalize  the  transfer  of  the  Trademark  in a  Notary  deed.  Such
         notarized document will not constitute a novation of this Agreement.

ARTICLE 8. - COOPERATION
------------------------

8.1      Both parties hereto shall fully cooperate to accomplish in an expedient
         manner the  registration  and acceptance by the Spanish  authorities of
         the Health  Registration  transfer  herein  agreed,  and to fulfill any
         other of the provisions of this Agreement.

ARTICLE 9. - TERMINATION
------------------------

9.1  SELLER may terminate  this  Agreement  effective  immediately  upon written
     notice  to   PURCHASER,   at  any  time  from  November  1,  2000,  if  the
     authorization of the Spanish Health Ministry  ("Transfer Date") pursuant to
     article 2 above has not yet been obtained.

<PAGE>

9.2  Upon  such  termination,   transfer  of  Health  Registration  will  become
     automatically null. Each party shall assign,  transfer and/pr return to the
     other any and all rights,  documents,  papers,  records and/or  payments as
     might have been made up to the termination date, and shall also execute any
     and all documents as necessary  arising from such  termination.  Each party
     will assume its own costs and expenses  incurred up to  termination  and/or
     those coming from such termination.

ARTICLE 10. - ARBITRATION
-------------------------

10.1 This Agreement shall be interpreted by and construed  according to the laws
     of Spain.  In the event of any dispute or claim  arising out of or relating
     to any provision of the Agreement or breach thereof,  the parties shall try
     to settle those amicably between themselves.

10.2 Should  they fail to agree,  the matter in dispute  shall be  referred  for
     final  arbitration  to the Camara de Comercio e Industria de Madrid,  which
     will administer,  govern and conduct the arbitration and the designation of
     English  speaking  arbitrators  in  accordance  with  its  Regulations  and
     Statues.

10.3 The parties  expressly commit  themselves to comply with the award rendered
     by such arbitration.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in two originals by their duly authorized representatives.

LABORATORIOS BELMAC S.A.                   FABRICA DE PRODUCTOS QUIMICOS Y
                                           FARMACEUTICOS ABELLO, S.A.



/s/ James R. Murphy                         /s/ Ramiro Fandino Vazquez
------------------------------------        ------------------------------------
Name:    James R. Murphy                    Name:   Ramiro Fandino Vazquez
Title:   Consejero Delegado                 Title:   Director
Date:                                       Date:


<PAGE>

                               INDEX OF SCHEDULES
                               ------------------

         SCHEDULE A - HEALTH REGISTRATION, TRADEMARK AND
                      ------------------------------------
         PRODUCT DESCRIPTIONS
         --------------------

         SCHEDULE B - MACHINERY AND EQUIPMENT
                      ----------------------

         SCHEDULE C - PRODUCT INVENTORY
                      -----------------