CONFIDENTIAL TREATMENT REQUESTED(1)

EXCLUSIVE LIMITED PATENT SUBLICENSE AND DISTRIBUTION AGREEMENT

THIS AGREEMENT is made this 25th day of July, 2001 between:

Isocell SA, a French societe anonyme, having its head office at 18 Rue Angelique
Verien, 92200 Neuilly, represented by Mr. Francois Vix, President, duly
authorized,

AND

Millennium Biotechnologies, a Delaware Corporation, having an office at One
Anderson hill Road, Suite 103, Bernardsville, New Jersey, 07924, USA,
represented by Mr. Carl Germano, duly authorized.

WITNESSETH

Recitals:

A.    Isocell SA has acquired the exclusive rights to a novel combination of
      oral administrable superoxide dismutase (SOD) and gliadins (SOD/Gliadin)
      giving the SOD good bioavailability (the "product").

B.    On July 26, 2001, Isocell SA will become the owner of United States patent
      6,045,809, issued April 4, 2000, entitled Pharmaceutical Compositions
      Containing a Superoxide Dismutase covering the Product (the "Patent").

C.    Millennium Biotechnologies desires to obtain a sublicense under the Patent
      and the right to purchase, promote, and distribute in the United States
      and Canada, on an exclusive basis, the Product manufactured pursuant to
      the Patent for use as a dietary supplement or functional food in the
      Medical Market (as defined in Article 1).

D.    Isocell SA desires to grant, or to cause to be granted, such a sublicense
      and right to Millennium Biotechnologies, on the terms and conditions
      contained in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
covenants, and conditions hereinafter contained, the parties agree as follows:

----------

(1)   "**"  indicates  portions of this document that have been deleted and have
      been  separately  filed  with  the  Securities  and  Exchange  Commission.
      Confidential treatment requested with regard to these deleted portions.


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1. Definitions

1.1 "Company" shall mean, upon signature of this Agreement, Isocell SA.
Following the assignment of rights and delegation of liabilities and obligations
provided for in paragraph 2.1, "Company" shall mean Isocell Nutra.

1.2 "Medical Market" shall mean the channel of distribution involving direct
sales of nutraceutical (and not pharmaceutical) products:

      o     to physicians (or to other companies for resale to physicians) for
            direct resale to their patients, or

      o     through physician prescription for Medicaid/Medicare reimbursement
            for nutritional/dietary supplements,

to the exclusion of any other channel of distribution.

1.3 "Effective Date" shall mean the date first written above.

1.4 "First Anniversary Date" shall mean September 1, 2002, "Second Anniversary
Date" shall mean September 1, 2003, and so on.

1.5 "Year 1" shall mean the period between the Effective Date and the First
Anniversary Date, "Year 2" shall mean the period between the First Anniversary
Date and Second Anniversary Date, and so on.

1.6 "Contract Year" shall mean the period between the Effective Date and the
First Anniversary Date, or the twelve-month period between any two successive
Anniversary Dates.

1.7 "Quarter 1," "Quarter 2," "Quarter 3," and "Quarter 4," shall mean
respectively the three-month period beginning on September 1, December 1, March
1, and June 1 of any Contract Year.

1.8 "Contract Quarter" shall mean any quarter as defined in paragraph 1.7.

1.9 "Territory" shall mean the United States and Canada, provided, however, that
Company shall have the right to withdraw Canada from the Territory if an
acceptable business plan for Canada is not presented or market penetration falls
considerably short of the business plan. If Millennium Biotechnologies wishes to
extend the Territory to include countries other than the United States and
Canada for which Company has not already granted conflicting rights, Millennium
Biotechnologies shall present a business plan to Company, and the parties shall
negotiate in good faith such extension, including increased minimum purchase
requirements as provided in Article 15. If an agreement is concluded, the term
Territory shall thenceforth refer to all included countries.


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2. Right of Assignment

2.1 Isocell SA intends to create in the very near future a 100% subsidiary to be
known as Isocell Nutra, to which it intends to assign its rights and delegate
its liabilities and obligation (whether actual or contingent) under this
Agreement, and Millennium Biotechnologies hereby consents and agrees thereto.
Following such assignment and delegation, and subject to the provisions of
paragraph 2.2, Isocell Nutra shall be subrogated and substituted to such rights,
liabilities, and obligations, and Isocell SA shall be released and discharged
therefrom, whether any such liabilities or obligations arise before or after
such assignment, provided, however, that Isocell SA shall remain the owner of
rights and shall remain subject to the obligations that arise out of its
ownership of the Patent.

2.2 It is understood and agreed that Isocell SA will not assign to Isocell Nutra
ownership of the Patent, but it shall grant Isocell Nutra an exclusive worldwide
license to exploit the Patent for the nutraceutical market (to the exclusion
even of Isocell SA), with the right to grant sublicenses. Notwithstanding any
other provision of this Agreement, Isocell SA warrant to Millennium
Biotechnologies that the sublicense rights acquired by it will be the same as if
Isocell SA had granted a direct license to Millennium Biotechnologies.

3.  Sublicense

3.1 Subject to all of the terms and conditions of this Agreement, Company hereby
undertakes to grant to Millennium Biotechnologies, immediately upon Company's
acquisition of the worldwide license (described in paragraph 2.2), a sole and
exclusive sublicense under th Patent to purchase, sell, and use the Product in
the Territory, for use as a dietary/nutritional supplement in the Medical
Market.

3.2 Subject to the provisions of paragraph 1.2, Millennium Biotechnologies shall
not have the right to grant sub-sublicenses under the patent.

3.3 Millennium Biotechnologies understands and acknowledges that the Product is
not a weight- loss product and undertakes never to promote or sell it for such
purpose.

4.  Appointment as Distributor

4.1 Subject to all of the terms and conditions of this Agreement, Company hereby
appoints Millennium Biotechnologies as its sole and exclusive distributor in the
Territory of the Product, for use as a dietary/nutritional supplement in the
Medical Market. The rights granted hereunder shall be limited to the right for
Millennium Biotechnologies to buy, test, promote, and sell the Product for the
use specified.

4.2 Company has informed Millennium Biotechnologies that it intends in the
future to develop


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other applications for the Product, in particular pharmaceutical applications to
be distributed through channels of distribution other than the Medical Market,
and Millennium Biotechnologies understands that any such applications are not
included within the rights granted to it hereunder.

5. Analytical Testing

5.1**

5.2**

5.3**

5.4**

6. Prices and Terms

6.1**

6.2**

6.3 For purchase orders submitted after the First Anniversary Date, Company may
change the price of the Product by giving Millennium Biotechnologies 60 days'
written notice, subject to the following rules:

      o     any price changes by Company shall be commercially reasonable in
            light of the then-current cost and market conditions;

      o     if the aggregate price increases during a Contract Year, exceeding
            5%, Company shall furnish Millennium Biotechnologies with written
            evidence of increased costs justifying such increases; and

      o     in no event shall the aggregate price increases during a Contract
            year exceed 10%.

6.4 If any such price changes are not acceptable to Millennium Biotechnologies,
it shall so inform Company, and the parties shall in good faith attempt to
negotiate a solution. If such negotiations fail, Millennium Biotechnologies may
cancel this Agreement on six months' written notice to Company, subject,
however, to compliance with the provisions of Articles 15 and 16. Nothing in
this Agreement shall be interpreted to preclude Company and Millennium
Biotechnologies from mutually agreeing to change prices or terms and conditions
of sale at any time.

6.5 Within the range of reasonable technical feasibility, Company shall, upon
Millennium Biotechnologies' request, cause to be manufactured and sold to
Millennium Biotechnologies other formulations of the Product (in particular with
higher or lower concentrations of melon extract/gliadin as compared to
maltodextrin or other inactive ingredients). Any such


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<PAGE>

formulations of the product shall continue to be deemed the "Product" for the
purposes of this Agreement. Millennium Biotechnologies understands that the
development of different formulations may require a certain amount of time, and
it agrees to give reasonable notice to Company when it wishes to have a price
quote on a new formulation. **

6.6 Millennium Biotechnologies shall be entitled to a volume discount, in the
form of a percentage rebate, if its purchases of the Product during a Contract
Year exceed the required minimum for that year as provided in Article 15. The
percentage rebate shall be agreed upon by the parties, and once agreed, shall be
applied retroactively to all purchases made during the year in excess of the
minimum. The rebate shall be paid by the issuance by Company of a credit not to
be set off against any then outstanding invoice. The credit not shall be issued
as soon as possible after the Contract Year's sales figures are final.

6.7 Notwithstanding any other provision of this Agreement (except for that of
paragraph 6.8), Company shall grant Millennium Biotechnologies prices and terms
no less favorable than those granted to any other customer during the term of
this Agreement. If Company enters into any agreement with any customer granting
it more favorable prices or terms than those granted to Millennium
Biotechnologies, then this Agreement shall be deemed amended to provide such
prices or terms to Millennium Biotechnologies, and Company shall promptly give
Millennium Biotechnologies any refund or credit thereby created.

6.8 Notwithstanding the terms of paragraph 6.7, Company reserves the right to
grant prospective customers or distributors more favorable prices and terms (and
even complimentary terms) on small amounts of the product (not exceeding ** kg
in total), for testing and research purposes only.

7. Orders

7.1 Before signature of this Agreement, Millennium Biotechnologies placed an
order for** kg of Product. Upon signature hereof, Millennium Biotechnologies
shall place an additional order for ** kg of Product, thus satisfying its
minimum purchase requirement for Quarter 1 of Year 1.

7.2 At least one month before the start of each Contract Quarter, Millennium
Biotechnologies shall place a purchase order setting forth th quantity of
Product ordered for such quarter. In order to facilitate production, planning,
and schedules, Millennium Biotechnologies shall, to the extent possible, place a
single order for each Contract Quarter.

7.3 Millennium Biotechnologies is aware of th fact that the production facility
for the Product is usually closed for vacation each year between approximately
August 15 and 31, and that this may interfere somewhat with production for
August and September. Company will use its best efforts to see to it that
Millennium Biotechnologies' orders for this period will be filled on time.

8. Forecasts

Based on sales during year 1, the parties shall establish rules, beginning from
Year 2, for the


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provision by Millennium Biotechnologies of quarterly sales forecasts.

9. Shipments

9.1 The Product shall be shipped in palletized drums, pallets and drums being
covered in shrink- wrapped polyethylene. Company shall be free to choose the
size and mixture of drums used and may send one partially filled drum if this
can be don without compromising Product quality. Each drum shall contain Product
from a single lot and shall clearly indicate the lot number and country of
origin.

9.2 It is understood and acknowledged by Millennium Biotechnologies that because
of the need to allow for sampling of Product following each production run, and
because the manufacturing process does not allow for determining with precision
the amount of Product manufactured, there will often be small production
overruns, which will be shipped and billed to Millennium Biotechnologies, over
and above the amount ordered. As an example, if Millennium Biotechnologies
places an order for 300 kg of Product, Company's subcontractor will usually
manufacture about 300 kg, in order to allow for sampling. After testing is
completed, however, there may remain, say, 316 kg of Product. In such a case, it
is possible to ship a partially-filled drum without compromising Product
quality, 316 kg will be shipped and billed to Millennium Biotechnologies. (If,
however, it is not possible to ship a partially-filled drum without compromising
Product quality, then 310 kg will be shipped and billed to Millennium
Biotechnologies, and the remaining 6 kg will not be shipped or billed).

9.3 Company shall supply Millennium Biotechnologies with the following
documentation with each shipment:

      o     commercial invoice (3 copies);
      o     certificate of analysis;
      o     packing slip; and
      o     delivery receipt.

9.4 The certificate of analysis shall certify the conformity of the raw
materials and of the Product. Exhibit 1 sets forth the exact specifications of
the Product.

9.5 The target date for placing a shipment in the hands of Millennium
Biotechnologies' designated carrier shall be one month after receipt of order.

10. Payments

10.1 Payments shall be made as follows:

         **

10.2     **


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<PAGE>

10.3 Payments shall be made to the following account:

         **

11. Exclusivity


11.1 The rights granted to Millennium Biotechnologies under this Agreement are
exclusive to the Medical Market in the Territory. Accordingly, Company shall
not:

      o     grant any exclusive or nonexclusive rights to sell the Product for
            use as a dietary supplement or functional food in the Medical Market
            in the Territory;

      o     sell the Product for use as a dietary supplement or functional food
            in the Medical Market in the Territory;

      o     promote the Product in the Territory for use as a dietary supplement
            or functional food in the Medical Market;

      o     sell the Product outside the Territory with actual or constructive
            knowledge that all or part of it will ultimately be resold in the
            Territory, either in bulk or as a finished or semi-finished product,
            and whether as a single ingredient or in a formulated product, for
            use as a dietary supplement or functional food in the Medical
            Market; or

      o     sell the Product outside the Territory with actual or constructive
            knowledge that all or part of it will ultimately be transformed in
            the Territory into a finished or semi-finished product, and whether,
            as a single ingredient or in a formulated product, for use as a
            dietary supplement or functional food in the Medical Market.

Company shall impose on its distributors and customers other than Millennium
Biotechnologies contractual prohibitions consistent with its obligations under
this article.

11.2 In consideration of the foregoing, Millennium Biotechnologies shall not:

      o     sell the Product outside the Territory;

      o     promote the Product outside the Territory;

      o     sell or promote the Product within the Territory other than for the
            Medical Market; or

      o     sell the Product within the Territory with actual or constructive
            knowledge that all or part of it will ultimately be resold in any
            form other than within the Territory for the Medical Market.


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<PAGE>

12. Commercial Relations

12.1 Company shall forward to Millennium Biotechnologies any inquiries and
possible opportunities that it may receive for sales of the Product in the
Territory for the Medical Market. Similarly, Millennium Biotechnologies shall
forward to Company any inquiries and possible opportunities that it may receive
for sales of the Product other than in the Territory for the

Medical Market.

12.2 Neither party shall interfere with the other's relationships with its
customers.

12.3 Notwithstanding any other provision of this Agreement, the parties agree
that, with regard to other distributors that Company may name outside the
Territory or within the Territory for other than the Medical Market, Company
may, mutatis mutandis, grant to such distributors rights analogous to those
granted to Millennium Biotechnologies hereunder, and it shall impose on such
distributors prohibitions and limitations analogous to those imposed on
Millennium Biotechnologies hereunder.

13. Distribution and Marketing of the Product

13.1 During the term of this Agreement, Millennium Biotechnologies shall
vigorously and actively promote and sell the Product in the Medical Market.

13.2 Each of the parties shall, from time to time during the term of this
Agreement, hand over to the other, at no cost, a copy of any marketing,
clinical, medical, or other studies that it may have regarding use of the
Product as a dietary supplement or functional food.

13.3 Millennium Biotechnologies shall prepare a promotional book (SOD/Gliadin)
for the Product, at an estimated cost of not more than $22,000. Company agrees
to bear one half of the total cost (but not more than $11,000), to be paid by
the issuance by Company of a credit not to be set off against the next due
invoice. If Company wishes to have the right to translate and publish such book
on its own for use in countries outside the Territory, Dr. Carl Germano shall
assist it in negotiating with Kensington Publishing to obtain such right.

13.4 Millennium Biotechnologies shall create, register, and protect within the
Territory, one or more trademarks, trade names, and logotypes under which the
Product will be promoted and sold within the Territory in the Medical Market.
Company may also create a trademark, trade name, or logotype within the
Territory, in which case it may require Millennium Biotechnologies also to use
the same in the promotion and sale of the Product hereunder.

13.5 Millennium Biotechnologies shall maintain an inventory of the Product in
amounts deemed necessary and reasonable by Millennium Biotechnologies in its own
designated warehouse in the Territory. Millennium Biotechnologies shall
determine this inventory on the basis of the requirements of its forecasts.
Under no circumstances shall Millennium Biotechnologies


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<PAGE>

maintain an inventory of the Product outside the Territory.

13.6 Millennium Biotechnologies shall ensure that consumer packages of the
Product:

      o     include disclosure of the Patent; and

      o     specify a maximum daily dosage of 500 IU and contain a warning
            against use by children under 12 years of age or by anyone who is
            gluten-intolerant.

Under no circumstances shall any claim for weight loss be made.

13.7 Millennium Biotechnologies shall from time to time during the term of this
Agreement give Company:

      o     a copy of its business plans (including any modifications thereof)
            for the Territory, for information only; and

      o     one sample of each consumer package in which the Product is sold,
            for marketing and promotion purposes.

13.8 Company shall give Millennium Biotechnologies at least 90 days' prior
written notice of its intention to distribute any other products for use as a
dietary supplement or functional food in the Territory in the Medical Market.
The parties may negotiate a distribution agreement for such other products, but
either party is free to refuse to negotiate or sign such an agreement.

14. Representation of Other Companies and Products

During the term of this Agreement, Millennium Biotechnologies shall have the
right to engage in other businesses and to distribute or represent other
products manufactured by companies other than Company even if such products are
similar to the Products and are used in lieu thereof.

15. Minimum Purchase Requirements

15.1 Minimum purchase requirements are defined in terms of Contract years and
Contract Quarters and are set out in Exhibit 2.

15.2 A purchase shall be deemed made when the order is placed, subject to
subsequent full payment of the purchase price.

16. Failure to Meet Minimum Purchase Requirements

16.1 Subject to the provisions of paragraph 16.2, if at the close of any
Contract Quarter Millennium Biotechnologies has not purchased the required
minimum of the Product for such quarter, Company may at its option:


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<PAGE>

      o     terminate this Agreement by written notice given within one month
            after the close of the Contract Quarter in question, effective
            immediately, in which case Millennium Biotechnologies shall have the
            right to sell existing inventory at normal process for a period of
            three months after issuance of such notice; or

      o     transform the Agreement into a nonexclusive on for the remainder of
            the term (in which case minimum purchase requirements shall no
            longer apply).

16.2 Millennium Biotechnologies may avoid the application of paragraph 16.1 by
immediately paying to Company a liquidated amount equal to 50% of the purchase
price, FOB France, that would have been charged on the shortfall for the
Contract Quarter in question. In consideration for such payment, Company shall
waive its right to make any claim for failure to meet the minimum.

17. Subcontracting

Company has subcontracted the manufacture of the Product to Innovia, 175, rue de
Coureilles, 17042 la Rochelle Cedex 01, France, but it reserves the right to
manufacture the Product itself or to appoint additional or other subcontractors.
Company shall not be relieved of its responsibilities hereunder by virtue of any
such subcontracting.

18. Disclosure of Confidential Information

18.1 Millennium Biotechnologies and Company agree that their relationship shall
be one of trust and confidence, and in that spirit each agrees to furnish to the
other such information, including confidential information, as may be strictly
necessary for the performance of this Agreement. Such information may include,
but is not necessarily limited to, information pertaining to the nature and
operation of its business, pricing, customers, and requirements of particular
customers.

18.2 The parties agree that each shall not, during or after the term fo this
Agreement, in whole or in part, disclose any of the confidential information
described in paragraph 18.1 to any third party for any reason or purpose
whatsoever; nor, except as contemplated by this Agreement, shall it make use of
any such information for its own purposes or for the benefit of any person,
firm, corporation, association, or other entity under any circumstances. Each
party shall take all necessary steps to advise its relevant employees and agents
of such party's confidentiality obligations and to enforce compliance with such
obligations vis- a -vis such employees and agents.

18.3 The provisions of this article shall not apply to information that is or
becomes publicly available, other than as a result of a breach of this article
by the recipient, nor shall it apply to information that is developed by the
parties mutually, for example pursuant to Article 4.

18.4 Either party may make any disclosures required by law, provided they give
the other party


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<PAGE>

as much advance notice as is reasonably practical and an opportunity to seek a
protective order.

18.5 This article shall survive the termination of this Agreement.

19. Term; Termination

19.1 **

19.2 Notwithstanding the foregoing, a party may immediately and automatically
(de plein droit) terminate this Agreement by giving written notice of the same
to the other party if:

      o     the other party becomes insolvent, is adjudicated, bankrupt, or
            makes an assignment for the benefit of creditors, or if a voluntary
            or involuntary petition in reorganization, bankruptcy, or
            liquidation (in France: redressement judiciaire or liquidation
            judiciaire) is filed against it and not set aside or terminated
            within 30 days of filing;

      o     a substantial change in the control or management of the other party
            occurs; or

      o     the other party breaches this Agreement, and such breach is not
            cured within 30 days after the breaching party has been given
            written notice thereof by the non breaching party, in which the
            latter states its intention to invoke its termination right under
            this paragraph.

19.3 Upon termination of this Agreement for any reason, Millennium
Biotechnologies may, during a period of six months (three months if termination
is pursuant to Article 16), sell all of the Product that remains in its
inventory, on normal conditions and prices but on a non exclusive basis. In such
case, the terms of this Agreement shall remain in full force and effect mutatis
mutandis, in order to permit the orderly sale of the Product during such period.

20. Quality of Product; Inspection; Claims

20.1 The Product shall meet the specifications agreed upon in writing.
Millennium Biotechnologies shall have the right to have Product analyzed at its
expense by an independent laboratory within 15 business days from the date of
release by United States Customs and the Food and Drug Administration, in order
to determine whether or not it meets the specifications.

20.2 Millennium Biotechnologies shall be deemed to have waived its right to
return a shipment of the Product if it does not give Company written notice of
its election to return the same within 15 business days from the date of a
shipment's release by United States Customs and the Food and Drug
Administration.

20.3 If the analysis by the independent laboratory indicates that all or any
part of a shipment of Product does not meet the specifications, Millennium
Biotechnologies shall promptly inform Company and give it a copy of the test
report. Company shall have the right to have a second


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<PAGE>

analysis performed by another independent laboratory at Company's expense.

20.4 If such second analysis also indicates that all or part of the Product is
non conforming, or if Company does not have a second analysis performed,
Millennium Biotechnologies shall have the right to return the non conforming
portion of the Product to Company, at Company's expense, and Company shall
reimburse Millennium Biotechnologies or grant it a credit for the cost of al
transportation, insurance, and duty incurred by it, provided, however, that in
lieu of return Company may instruct Millennium Biotechnologies to destroy the
non conforming portion of the Product at Company's expense.

20.5 If the second analysis indicates that the Product is conforming, a third
analysis shall be performed by a third independent laboratory mutually agreed
upon, the decision of which shall be final. If the third analysis indicates that
all or part of the Product is non conforming, the expenses of the third analysis
shall be paid by Company, and the return and refund rules of paragraph 20.4
shall apply. If all of the Product is found to be conforming, the expenses of
the third analysis shall be paid by Millennium Biotechnologies, and no return
shall be allowed.

21. Insurance

Company shall obtain product liability insurance coverage for sales in the
United States.

22. Patent; Waiver of Challenge by Millennium Biotechnologies

22.1 Isocell SA represents and warrants to Millennium Biotechnologies that as of
July 26, 2001, it will be the owner as assignee of the Patent, and it further
represents and warrants that immediately after incorporation of Isocell Nutra,
Isocell SA will grant to Isocell Nutra the license rights described in paragraph
2.2 In consideration thereof, Millennium Biotechnologies hereby waives its
right:

      o     to challenge the validity, scope, or term of the Patent in any
            manner, now or in the future, or

      o     to obtain a modification or termination of the Agreement if the
            Patent is challenged, successfully, or otherwise, by a third party,
            except to the extent that such a challenge establishes that Company
            is not the owner of the Patent.

22.2 Isocell SA shall indemnify and hold Millennium Biotechnologies harmless
from all claims, loss, and damages (including reasonable attorneys fees) arising
from any allegations that its distribution of the Product in the Medical Market
in the Territory infringes on such third party's patent or other rights,
provided however, that Isocell SA shall direct and be responsible for the
defense of such claims, including choice of all counsel.

23. Taxes


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<PAGE>

23.1 Company shall pay and be responsible for all taxes, assessments, fees,
charges, and penalties (collectively, "Taxes") levied by France or any political
subdivision thereof arising out of the operations contemplated by this
Agreement, provided, however, that Company shall not be responsible (and
Millennium Biotechnologies shall be responsible) for any Taxes based on th gross
or net income of Millennium Biotechnologies or the value of any real or personal
property owned by Millennium Biotechnologies. Millennium Biotechnologies shall
not create or permit the creation of a permanent establishment (as such term is
used in the United States-France tax treaty) in France or create or permit the
creation of a subsidiary or other controlled entity in France.

23.2 Millennium Biotechnologies shall be responsible for all Taxes levied by any
country in the Territory or any political subdivision thereof; provided,
however, that Millennium Biotechnologies shall not be responsible and Company
shall be responsible) for any Taxes based on the gross or net income of Company
or the value of any real or personal property owned by Company.

24. Resolution of Disputes

24.1 Any controversy arising hereunder shall be settled by ad hoc arbitration by
a single arbitrator. The place of arbitration shall be Paris. English shall be
the governing language, and the arbitrator shall be fluent in such language.

24.2 The parties shall appoint the arbitrator by mutual agreement. Failing
agreement, either party may petition the Paris Commercial Court to appoint an
arbitrator.

24.3 The arbitrator shall be empowered to determine each and every issue
relating to the controversy or claim including whether the controversy or claim
is subject to arbitration.

24.4 The arbitration shall be governed by the commercial arbitration rules
promulgated by the International Chamber of Commerce of Paris, when not
inconsistent with this Agreement.

24.5 Each party shall be entitled to discovery that must be completed within 45
days of the date the arbitrator is appointed (unless extended by the arbitrator
for good cause). Discovery shall be limited to the inspection and copying of
documents within 15 days after a written request therefore, and oral depositions
at which reasonable document production may be required.

24.6 The arbitrator shall make all decisions concerning issues submitted to him
but shall not have power to act as amiable compositeur. He may decide to act on
written submissions only, or in addition schedule one or more hearings. He shall
file a written determination making the award and stating findings of act and
conclusions of law as to all relevant issues submitted to arbitration, but his
decision shall be subject to court review only in the cases specified by Article
1502 of the French New Code of Civil Procedure.

24.7 Judgment upon the award rendered by the arbitrator may be entered in any
court having


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<PAGE>

jurisdiction.

24.8 Costs of an individual party shall be borne by that party. Except as the
arbitrator may otherwise decide, common fees and costs of the arbitration and
the arbitrator shall be borne equally by the parties.

24.9 The arbitrator shall have no authority to award punitive damages or any
other damages not measured by the prevailing party's direct proven damages.

25. Applicable Law; Jurisdiction

25.1 This Agreement shall be governed by the laws of France.

25.2 The courts of France and New Jersey shall have jurisdiction to review (to
the extent authorized by paragraph 24.6) and to enforce any arbitral award
issued pursuant to Article 24.

26. Notices

26.1 Any notices required by this Agreement shall be transmitted to a party by
registered or certified mail, return receipt requested, overnight mail, telecopy
or personal delivery, and sent to the address of such party as set forth at the
head of this Agreement, or to any other address that such party may hereafter
specify by written notice given in accordance with this article. With respect to
registered or certified mail, notice shall be deemed given one week after it is
mailed postage prepaid. Notice by overnight delivery, telecopy or personal
delivery, shall be deemed given when received at the address or telecopier
designated by the addressee (a receipt issued by an overnight delivery carrier
or printed by the sender's telecopier shall be deemed prima facie evidence of
delivery for purposes of this paragraph.

26.2 Notices to Company shall be marked for the attention of Mr. Francois Vix,
and those to Millennium Biotechnologies for the attention of Mr. Carl Germano.

27. Force Majeure

Neither party hereto shall incur any liability to the other, for damages or
otherwise, arising out of, relating to, or on account of their inability to
perform their obligations under this Agreement, if such inability to perform is
occasioned by force majeure.

28. References

Unless the context otherwise requires, references to articles and paragraphs are
references to articles and paragraphs of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly elected and authorized officers, and their corporate seals affixed
hereto, as of the day and


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<PAGE>

year first above written.

Done in two copies

Isocell SA                                         Millennium Biotechnologies


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<PAGE>

                                    EXHIBIT 1
                                    ---------

                              ANALYSIS CERTIFICATE
                              --------------------

**

                                    EXHIBIT 2
                                    ---------

                          Minimum Purchase Requirements

**

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