Exhibit 10.1


                               ------------------
                               PURCHASE AGREEMENT
                               ------------------

                                  BY AND AMONG

                                  ZENGEN, INC.
                                  ZENSANO, INC.

                                       AND

                          GUM TECH INTERNATIONAL, INC.


                          DATED AS OF DECEMBER 5, 2001
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Article 1      DEFINITIONS AND INTERPRETATION..................................1

        1.1    Definitions.....................................................1

        1.2    Interpretation and Usage........................................6

        1.3    Schedules and Exhibits..........................................8

Article 2      PURCHASE AND SALE...............................................8

        2.1    Purchase and Sale of Zensano Interest...........................8

        2.2    Purchase Price..................................................8

        2.3    Payment of Purchase Price.......................................8

        2.4    Acceleration of Deferred Payments...............................9

        2.5    Conditional Supplement to Purchase Price on Gel Tech Sale.......9

        2.6    Limitation on Acceleration of Payments and Supplement to
               Purchase Price..................................................9

        2.7    Conditional Supplement to Purchase Price on Acquisition
               of Buyer.......................................................10

        2.8    Security Agreement.............................................10

        2.9    Closing........................................................11

        2.10   Determination of Net Sales Surplus Share and Net Sales
               Royalty........................................................11

Article 3      REPRESENTATIONS AND WARRANTIES OF SELLERS......................12

        3.1    Incorporation and Authority of Sellers.........................12

        3.2    Organization and Authority of the Company......................12

        3.3    No Conflict....................................................13

        3.4    Consents and Approvals.........................................13

        3.5    Solvency.......................................................13

        3.6    Title to Zensano Interest......................................13

        3.7    Absence of Certain Changes and Events..........................13

        3.8    Compliance with Laws; Certain Regulatory Matters...............14

        3.9    Permits........................................................14

        3.10   Intellectual Property Rights...................................14

        3.11   Title to Company Assets........................................16

        3.12   Non-Competition................................................16

        3.13   Contracts......................................................16

        3.14   Status of Contracts............................................17

                                       -i-
<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            Page
                                                                            ----

        3.15   The Facility...................................................17

        3.16   Legal Actions..................................................18

        3.17   Environmental Compliance.......................................18

        3.18   Taxes..........................................................19

        3.19   Employees......................................................19

        3.20   Labor Matters..................................................20

        3.21   Employee Benefit Matters.......................................20

        3.22   Compliance With Foreign Corrupt Practices Act and Export
               Control and Anti-Boycott Laws..................................21

        3.23   No Material Adverse Change.....................................22

        3.24   Ability to Complete............................................22

        3.25   Brokers........................................................22

        3.26   Disclosure.....................................................22

Article 4      REPRESENTATIONS AND WARRANTIES OF BUYER........................22

        4.1    Incorporation and Authority of Buyer...........................22

        4.2    No Conflict....................................................23

        4.3    Consents and Approvals.........................................23

        4.4    Brokers........................................................23

        4.5    Investment Purpose in Acquiring Zensano Interest...............23

        4.6    Ability to Complete............................................23

        4.7    No Knowledge of Breach by Sellers of Representation
               or Warranty....................................................23

        4.8    No Agreement for Sale..........................................23

Article 5      COVENANTS......................................................24

        5.1    Public Announcements...........................................24

        5.2    Treatment of Confidential Information..........................24

        5.3    Cooperation and Exchange of Information........................24

        5.4    Conveyance Taxes...............................................25

        5.5    Further Action.................................................25

        5.6    Termination of International Distribution Agreement............25

        5.7    Change of Gel Tech Entity Names................................25

                                      -ii-
<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            Page
                                                                            ----

Article 6      INDEMNIFICATION................................................25

        6.1    Survival of Representations and Warranties.....................25

        6.2    Indemnification by Sellers.....................................25

        6.3    Supplemental Indemnification by Sellers........................26

        6.4    Indemnification by Buyer.......................................26

        6.5    Notice of, Defense and Settlement of Actions...................27

        6.6    Claims Threshold...............................................28

        6.7    Limit on Liability of Indemnifying Party(ies)..................28

        6.8    Claim Period; Survival.........................................28

        6.9    Limitation on Indemnity Award..................................28

        6.10   Buyer Set-Off Against Future Payment Obligations...............29

Article 7      MISCELLANEOUS..................................................30

        7.1    Entire Agreement...............................................30

        7.2    No Waiver, Discharge...........................................30

        7.3    Joint Preparation; Interpretation..............................30

        7.4    Modification and Amendment.....................................31

        7.5    Notices........................................................31

        7.6    Expenses.......................................................32

        7.7    Dates and Times................................................32

        7.8    Governing Law..................................................32

        7.9    Forum for Disputes.............................................32

        7.10   Specific Performance...........................................32

        7.11   Successors and Assigns.........................................33

        7.12   Third Party Benefit............................................33

        7.13   Severability...................................................33

        7.14   Counterparts...................................................33

                                      -iii-
<PAGE>
                               PURCHASE AGREEMENT

     This  PURCHASE  AGREEMENT  is dated as of  December  5, 2001,  by and among
Zengen,  Inc.,  a  California   corporation  ("ZENGEN")  and  Zensano,  Inc.,  a
California corporation ("ZENSANO" and, together with Zengen,  "Sellers") and Gum
Tech International, Inc., a Utah corporation ("BUYER").

                                   BACKGROUND

     Buyer holds a sixty percent (60%) ownership  interest in Gel Tech,  L.L.C.,
an Arizona  limited  liability  company  (the  "COMPANY")  and  Zengen  holds an
indirect  forty  percent (40%)  ownership  interest in the Company (the "ZENSANO
INTEREST") through its wholly-owned subsidiary, Zensano.

     Sellers wish to sell to Buyer,  and Buyer wishes to purchase  from Sellers,
the Zensano  Interest upon the terms and subject to the  conditions set forth in
this Agreement.

     NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual
representations,  warranties,  covenants and agreements  contained  herein,  the
receipt and sufficiency of which are hereby  acknowledged,  the Parties agree as
follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

     1.1 DEFINITIONS.  As used in this Agreement,  except as otherwise expressly
set forth herein or unless the context otherwise  requires,  the following terms
will have the meanings set forth below:

     "ACTION"  means  any  claim,  action,  suit,  litigation,   arbitration  or
mediation,   or  any  judicial  or   quasi-judicial   inquiry,   proceeding   or
investigation by or before any Governmental Authority.

     "AFFILIATE"  means, with respect to any specified Person,  any other Person
that directly, or indirectly,  through one or more intermediaries,  controls, is
controlled by, or is under common control with, such specified Person.

     "ANNUAL  FINANCIAL  STATEMENTS"  means the audited  consolidated  financial
statements of Buyer for the fiscal year ended December 31, 2001.

     "BUSINESS"  means the  business  conducted  by the Company of  researching,
developing,  producing,  manufacturing,  marketing  and selling,  or causing the
research,  development,   production,   manufacture,   marketing  and  sale,  of
innovative  non-prescription  nasal  gel  technologies,   delivery  systems  for
bioactive  compounds and homeopathic  products,  including,  without limitation,
Zicam(TM) Cold Remedy,  Zicam(TM)  Allergy Relief and related  products,  all as
detailed in the IP Development and License Agreement.

     "BUSINESS DAY" means any day that is not a Saturday, Sunday or other day on
which banks are required or authorized  by law to be closed in Phoenix,  Arizona
or Woodland Hills, California.
<PAGE>
     "BUYER INDEMNIFIED PARTY" has the meaning set forth in SECTION 6.2.

     "BUYER LOSSES" has the meaning set forth in SECTION 6.2.

     "CLOSING" has the meaning set forth in SECTION 2.9.

     "CLOSING DATE" has the meaning set forth in SECTION 2.9.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COMPANY"  has the  meaning set forth in the  "Background"  section of this
Agreement.

     "CONFIDENTIALITY  AND NON-COMPETITION  AGREEMENT" means the Confidentiality
and Non-Competition Agreement in the form of EXHIBIT C hereto.

     "CONTRACTS" has the meaning set forth in SECTION 3.13.

     "DEED OF ASSIGNMENT AND TRANSFER" means the Deed of Assignment and Transfer
in the form of EXHIBIT D hereto for the  assignment  and  transfer by Zensano to
Buyer of the Zensano Interest.

     "ENCUMBRANCE" means any security interest,  pledge, mortgage, lien, charge,
community  property interest,  voting trust,  assessment,  condition,  equitable
interest, option, right of first refusal,  restriction on title or adverse claim
of any kind.

     "ENVIRONMENTAL  HEALTH  AND  SAFETY  LIABILITIES"  means any and all costs,
damages, expenses, penalties, fines, assessments,  liabilities,  obligations and
other   responsibilities   arising  from  or  under  any  Environmental  Law  or
Occupational  Safety  and  Health  Law,  including,  without  limitation,  those
consisting of or relating to:

          (a) any environmental, health or safety matter or condition (including
     on-site  or  off-site  contamination,  occupational  safety  and health and
     regulation of any chemical substance or product);

          (b)  financial   responsibility   under  any   Environmental   Law  or
     Occupational  Safety and Health Law for cleanup costs or corrective action,
     including,  without limitation,  any investigation,  assessment,  review or
     analysis  and any  cleanup,  removal,  containment  or  other  remedial  or
     response  action   ("CLEANUP")   required  by  any   Environmental  Law  or
     Occupational  Safety and Health Law  (whether or not such  Cleanup has been
     required or requested by any  Governmental  Authority or any other  Person)
     and for any natural resource damages; and

          (c) any other  compliance,  corrective  or remedial  measure  required
     under any Environmental Law or Occupational Safety and Health Law.

     The terms "removal,"  "remedial" and "response action" include the types of
activities covered by the United States  Comprehensive  Environmental  Response,
Compensation  and  Liability Act of 1980  (codified in scattered  sections of 26
U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C.ss.9601 ET SEQ.).

                                       2
<PAGE>
     "ENVIRONMENTAL  LAW"  means any Law  (including,  without  limitation,  any
lawful  requirement  of  any  competent  Governmental  Authority)  governing  or
relating to (i) the protection of the environment,  public health,  occupational
health and safety,  (ii)  regulation of Hazardous  Materials  and  environmental
contamination,   or  (iii)  the  storage,   manufacture,   disposal,  treatment,
generation, use, transport, remediation, Release into the environment of, or the
exposure  to,  Hazardous   Materials,   including,   without   limitation,   the
Comprehensive  Environmental  Response,  Compensation  and Liability Act of 1980
(codified  in  scattered  sections  of 26 U.S.C.,  33 U.S.C.,  42 U.S.C.  and 42
U.S.C.ss.9601 ET SEQ.),  the Resource  Conservation and Recovery Act of 1976 (42
U.S.C.  ss.6901  ET.  SEQ.),  the  Hazardous  Materials  Transportation  Act (49
U.S.C.ss.5191 ET. SEQ.), the Toxic Substances  Control Act (15 U.S.C.ss.2601 ET.
SEQ.),  the Clean Air Act (33  U.S.C.ss.1251  ET.  SEQ.),  the Clean Air Act (42
U.S.C.ss.7401  ET.  SEQ.),  the Safe  Drinking  Water Act (21  U.S.C.ss.349;  42
U.S.C.ss.300f  ET.  SEQ.),  the  National  Environmental  Policy act of 1969 (42
U.S.C.ss.3421),   the  Superfund  Amendment  and  Reauthorization  Act  of  1986
(codified  in  scattered  sections  of 10 U.S.C.,  29 U.S.C.,  33 U.S.C.  and 42
U.S.C.),  and Title III of the Superfund  Amendment and  Reauthorization Act (40
U.S.C.ss.1101 ET. SEQ.) all as the same may be subsequently amended.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended, and the regulations and rules promulgated pursuant to such statute.

     "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the Securities and Exchange Commission  promulgated
thereunder.

     "FACILITY" means the real property and all improvements  thereon  currently
leased by the Company pursuant to that certain Lease dated for reference October
26, 1998 between Warren G. Bradley and the Company, as amended and extended.

     "GAAP" means United States  generally  accepted  accounting  principles and
practices as in effect from time to time and applied consistently throughout the
periods involved.

     "GOVERNMENTAL  AUTHORITY" means any federal,  state, regional,  district or
local government (domestic or foreign) and each department,  commission,  board,
bureau, or other agency or political  subdivision thereof, any Person exercising
executive, legislative, regulatory or administrative functions of, or pertaining
to, any such government and any court,  tribunal,  judicial,  quasi-judicial  or
arbitration body.

     "GOVERNMENTAL ORDER" means any order, writ, judgment,  injunction,  decree,
stipulation,  determination  or  award  entered  by  or  with  any  Governmental
Authority.

     "HAZARDOUS MATERIAL" means any flammable,  explosive,  radioactive,  toxic,
poisonous,  corrosive  or  carcinogenic  substance,  material  or  waste  or any
substance or material  defined as or included in the  definition  of  "hazardous
substance,"   "hazardous  waste,"   "hazardous   material,"  "toxic  substance,"
"extremely  hazardous  substance,"  "restricted  hazardous  waste"  or  words of
similar import,  now or  subsequently  regulated in any way under any applicable
Law (including,  without limitation,  any Environmental Law),  including without
limitation,  petroleum-based  products,  paints,  solvents,  lead, cyanide, DDT,
printing inks, acids, pesticides, ammonia compounds and other chemical products,
asbestos, polychlorinated biphenyls, and urea formaldehyde foam insulation.

                                       3
<PAGE>
     "INDEMNIFIED PARTY" has the meaning set forth in SECTION 6.5(A).

     "INDEMNIFYING PARTY" has the meaning set forth in SECTION 6.5(A).

     "INDEPENDENT ACCOUNTANTS" has the meaning set forth in SECTION 2.10(D).

     "INTELLECTUAL PROPERTY" means any and all United States and foreign patents
and  patent   applications,   trade  names,   trademarks,   service   marks  and
registrations  thereof  and  applications  therefor,  copyrights  and  copyright
registrations  and  applications  therefor,   discoveries,   inventions,  ideas,
concepts,  technology,  know-how, trade secrets, processes,  formulas, drawings,
designs, Software and internet web sites and domain names.

     "INTELLECTUAL  PROPERTY  ASSETS" means all  Intellectual  Property owned or
licensed (as  licensee) by the Company or in which the Company  otherwise  has a
proprietary interest, including, without limitation:

          (a) the Company's name, all assumed  fictional  business names,  trade
     names,   registered  and  unregistered   trademarks   (including,   without
     limitation, "Zicam"(TM)), service marks and applications;

          (b) all Intellectual  Property and appurtenant rights described in the
     IP Development and License  Agreement that are referred to therein as being
     owned by, assigned to or licensed to the Company; and

          (c) all  rights  in  internet  web  sites and  internet  domain  names
     presently used by the Company.

     "INTERNATIONAL DISTRIBUTION AGREEMENT" means the International Distribution
Agreement dated effective June 14, 2000 between Buyer and Zengen.

     "IP  DEVELOPMENT  AND LICENSE  AGREEMENT"  means that certain  Intellectual
Property  Development  and License  Agreement dated effective May 21, 1999 among
Buyer, Zensano (then named Bio-Delivery  Technologies,  Inc.) and the Company, a
copy of which is attached hereto as EXHIBIT E.

     "LAW" means any federal,  state, local, municipal or international statute,
law, ordinance, regulation, rule, code, Governmental Order, or other requirement
or rule of law, including common law.

     "MATERIAL  ADVERSE  EFFECT"  means,  with  regard  to  the  Company  or the
Business,  any  event,  occurrence,  fact,  condition,  change  or  effect  that
individually  or in the  aggregate  with  similar  events,  occurrences,  facts,
conditions, changes or effects will or can be reasonably expected to result in a
cost, expense, charge,  liability,  loss of revenue or diminution in value to or
of the Company or the Business  equal to or greater  than One  Thousand  Dollars
($1,000).

                                       4
<PAGE>
     "NET  SALES"  means,  for any given  fiscal  period of the  Company,  sales
reported by the Company in accordance  with GAAP,  which are calculated as gross
sales revenue less (i) returns and allowances,  (ii) early pay discounts,  (iii)
slotting allowances,  (iv) promotional allowances, (v) sales discounts, and (vi)
freight billed.

     "NET SALES ROYALTY" has the meaning set forth in SECTION 2.2(C).

     "NET SALES SURPLUS SHARE" has the meaning set forth in SECTION 2.2(B).

     "OCCUPATIONAL SAFETY AND HEALTH LAW" means any Law designed to provide safe
and healthful working  conditions and to reduce  occupational  safety and health
hazards,  including,  without limitation, the Occupational Safety and Health Act
(29 U.S.C. ss. 651 ET. SEQ.), and any program,  whether  governmental or private
(such as those  promulgated or sponsored by industry  associations and insurance
companies), designed to provide safe and healthful working conditions.

     "PARTY" means each party to this Agreement, and "PARTIES" means two or more
of such parties, as the context of such reference requires.

     "PERMITTED  ENCUMBRANCES"  means (i) liens for Taxes not yet payable,  (ii)
liens for Taxes,  the validity of which is being  contested in good faith and by
appropriate  Action if adequate  reserves with respect thereto are maintained on
the books of the  Company in  accordance  with GAAP,  and (iii)  liens for Taxes
reserved  against in the Company's  balance sheet  prepared for the period ended
September 30, 2001, to the extent so reserved.

     "PERSON" means any  individual,  partnership,  firm,  corporation,  limited
liability  company,  association,  trust,  unincorporated  organization or other
entity,  Governmental Authority,  any syndicate or group that would be deemed to
be a  person  under  Section  13(d)(3)  of the  Exchange  Act and  any  trustee,
executor,  administrator or other legal  representative of any of the foregoing.
"PROMISSORY  NOTE" means the promissory  note in the form of EXHIBIT A hereto to
be delivered by Buyer to Zensano pursuant to SECTION 2.3(C).

     "PURCHASE PRICE" has the meaning set forth in SECTION 2.2.

     "Q1  FINANCIAL  STATEMENTS"  means  the  unaudited  consolidated  financial
statements  of Buyer for the period  ended March 31,  2002  prepared by Buyer in
accordance with GAAP in a manner consistent with practices for the corresponding
period of the previous calendar year.

     "RELEASE" means any release, spill, emission,  leaking,  pumping,  pouring,
dumping, emptying, injection, deposit, disposal, discharge,  dispersal, leaching
or migration on or into the environment or into or out of any property.

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as amended,  and the
rules and  regulations  of the Securities  and Exchange  Commission  promulgated
thereunder.

     "SECURITY AGREEMENT" means the Security Agreement in the form of EXHIBIT B.

                                       5
<PAGE>
     "SELLER INDEMNIFIED PARTY" has the meaning set forth in SECTION 6.4.

     "SELLER LOSSES" has the meaning set forth in SECTION 6.4.

     "SET-OFF AMOUNT" has the meaning set forth in SECTION 6.10(A).

     "SET-OFF NOTICE" has the meaning set forth in SECTION 6.9.

     "SOFTWARE"  means  computer  software  (present  and  subsequent   versions
thereof),  including source code,  object,  executable or binary code,  objects,
comments,  screens, user interfaces,  report formats,  templates, menus, buttons
and icons and all files, data, materials,  manuals, design notes and other items
and documentation related thereto or associated therewith.

     "TAX" or  "TAXES"  means (i) all  taxes,  charges,  fees,  levies,  duties,
imposts,  or other similar  assessments,  including income,  gross receipts,  ad
valorem, excise, real property, personal property, windfall profits, sales, use,
transfer, stamp, licensing, withholding, employment, payroll, minimum, estimated
and  franchise  taxes  imposed  by any  Governmental  Authority,  and  (ii)  any
interest,  fines,  penalties,  assessments  or additions to tax  resulting  from
attributable  to or  incurred in  connection  with such  taxes,  charges,  fees,
levies, duties, interests or other assessments.

     "TAX  RETURN"  means  any  form,  return,  report,  claim  for  refund,  or
informational  return or  statement  relating to a Tax or Taxes,  including  any
schedule or attachment thereto, and including any amendment thereof.

     "THIRD PARTY PURCHASE PRICE" has the meaning set forth in SECTION 2.5.

     "THIRD PARTY  PURCHASER"  means any Person other than Buyer, the Company or
any Affiliate thereof.

     "WAIVER AND ESTOPPEL CERTIFICATE" means the Waiver and Estoppel Certificate
in the form of EXHIBIT D hereto to be executed by Botanical  Laboratories,  Inc.
in favor of the Company.

     "ZENSANO INTEREST" has the meaning set forth in the "Background" section of
this Agreement.

     1.2  INTERPRETATION  AND  USAGE.  In this  Agreement,  except as  otherwise
expressly provided or unless the context otherwise requires:

          (a) the term "this  Agreement"  means this Purchase  Agreement and all
     Schedules  and  Exhibits  hereto,  as any or all of which may be amended or
     supplemented  from time to time by the mutual  agreement  of the Parties or
     otherwise pursuant to the terms hereof;

          (b) the terms "hereof,"  "herein,"  "hereunder"  and comparable  terms
     refer, unless otherwise expressly  indicated,  to this Agreement as a whole
     and not to any particular  Article,  Section or other subdivision hereof or
     attachment hereto;

                                       6
<PAGE>
          (c) a reference to any  "Article",  "Section"  or another  subdivision
     hereof  or to  any  Schedule,  Exhibit  or  other  attachment  hereto  is a
     reference to an Article, Section or other subdivision of, or to a Schedule,
     Exhibit or other attachment to, this Agreement;

          (d) the headings of Articles, Sections, Schedules and Exhibits and the
     Table of Contents are inserted for  convenience  of reference only and will
     have no bearing on the interpretation of the provisions of this Agreement;

          (e) the terms "include,"  "includes" and "including" will be deemed to
     be  followed  by  "without  limitation"  whether  or not  they  are in fact
     followed by such words or words of like import;

          (f)  any  agreement,  document  or  instrument  defined  or  to  which
     reference is made means such  agreement or  instrument as from time to time
     amended, modified or supplemented, including by waiver or consent;

          (g) a  reference  to  any  Law  includes  all  regulations  and  rules
     thereunder,  all amendments  thereto in force from time to time  (including
     amendments  to section or  subsection  references)  and every Law in effect
     that supplements, replaces or supercedes such Law;

          (h) any term defined by way of reference to any  agreement,  document,
     instrument or Law has such meaning whether or not such agreement, document,
     instrument or Law is in effect;

          (i) the phrase, "to the knowledge of" or any similar phrase qualifying
     a  representation,  warranty or other  statement  as being  knowledge-based
     means:

               (i) with respect to any representation,  warranty or statement of
          Sellers containing such  qualification,  the actual knowledge (and not
          deemed or expected)  knowledge of any of Henry (Hank)  Landau,  Robert
          Davidson, Charles Hensley, Matthew C. Lipton or Larry Kaye; and

               (ii) with respect to any representation, warranty or statement of
          Buyer  containing  such  qualification,  the actual (and not deemed or
          expected)  knowledge of any of Carl J.  Johnson,  Ken Waters,  William
          Hemelt, Tim Clarot or Jim Marini;

          (j) the phrase "in the ordinary course of the Business" or any similar
     phrase  refers  to action  taken by a Person on behalf of or in  connection
     with the Business that is consistent  in nature,  scope and magnitude  with
     the past  practices of the Business and is taken in the ordinary  course of
     the normal, day-to-day operation of the Business;

          (k)  references  to "$" or to "dollars"  means lawful  currency of the
     United States of America; and

          (l) all  accounting  terms  will  be  interpreted  and all  accounting
     determinations will be made in accordance with GAAP.

                                       7
<PAGE>
     1.3 SCHEDULES  AND EXHIBITS.  The various  Schedules  which  referred to in
ARTICLE 3 and  attached  hereto and the  following  Exhibits  which are attached
hereto are specifically  made a part of and incorporated  into this Agreement by
reference:

          Exhibit A      Form of Promissory Note
          Exhibit B      Form of Security Agreement
          Exhibit C      Form of Confidentiality and Non-Competition Agreement
          Exhibit D      Form of Waiver and Estoppel Certificate
          Exhibit E      IP Development and License Agreement

                                    ARTICLE 2
                                PURCHASE AND SALE

     2.1  PURCHASE AND SALE OF ZENSANO  INTEREST.  Upon the terms and subject to
the conditions of this Agreement, at the Closing,  Zensano will, and Zengen will
cause Zensano to, sell, assign, transfer,  convey and deliver to Buyer all legal
and beneficial right, title and interest in and to the Zensano Interest free and
clear of all Encumbrances, and Buyer will purchase the Zensano Interest.

     2.2 PURCHASE PRICE. In consideration for the Zensano  Interest,  Buyer will
pay  to  Zensano  an  aggregate   purchase  price  comprised  of  the  following
(collectively, the "PURCHASE PRICE"):

          (a) Seventeen Million Dollars ($17,000,000);

          (b) an amount (the "NET SALES  SURPLUS  SHARE") equal to forty percent
     (40%) of the product  obtained by  multiplying  (i) the amount by which the
     Company's Net Sales for the calendar  year ended  December 31, 2001 exceeds
     Seventeen Million Dollars ($17,000,000), by (ii) two point five (2.5); and

          (c) an amount (the "NET SALES  ROYALTY")  equal to two percent (2%) of
     the  Company's  Net Sales for the period from  January 1, 2002  through and
     including March 31, 2002.

     2.3 PAYMENT OF PURCHASE PRICE. Buyer will pay the Purchase Price to Zensano
by wire  transfer  of  immediately  available  funds to an account  or  accounts
specified in writing by Zensano in the following increments and at the following
times:

          (a) Six Million Dollars ($6,000,000) on the Closing Date;

          (b) One Hundred and Twenty Thousand Dollars  ($120,000) on the Closing
     Date, which amount will represent an advance on the Net Sales Royalty;

          (c) Two Million Seven Hundred and Fifty Thousand Dollars  ($2,750,000)
     on each of June 30, 2002, November 30, 2002, June 30, 2003 and November 30,
     2003, as evidenced by the Promissory Note;

          (d) the Net Sales Surplus Share on June 30, 2002; and

                                       8
<PAGE>
          (e) the Net Sales Royalty on June 30, 2002.

     2.4  ACCELERATION  OF DEFERRED  PAYMENTS.  Notwithstanding  the timings set
forth in SECTION 2.3(C),  if before the second (2nd)  anniversary of the Closing
Date, (i) Buyer (or any Affiliate  thereof)  sells,  conveys or transfers all or
substantially  all of its  ownership  interest  in the  Company to a Third Party
Purchaser,  or (ii) Buyer  causes or  permits  the  Company  to sell,  convey or
transfer all or  substantially  all of the  Company's  assets  (excluding in all
events  sales of  inventory  in the  conduct of the  Business)  to a Third Party
Purchaser,  then the aggregate  amounts  payable under  SECTION  2.3(C),  to the
extent not already paid as of such time, will become due and payable by Buyer to
Sellers  no later  than  fifteen  (15) days  after  the  closing  of such  sale,
conveyance or transfer by Buyer, the Company or an Affiliate thereof.

     2.5  CONDITIONAL  SUPPLEMENT TO PURCHASE PRICE ON GEL TECH SALE. If, before
the first (1st)  anniversary  of the Closing Date,  (i) Buyer sells,  conveys or
transfers any ownership  interest in the Company to a Third Party Purchaser,  or
(ii)  causes  or  permits  the  Company  to  sell,  convey  or  transfer  all or
substantially all of the Company's assets (whether  indirectly through a sale of
substantially all of Buyer's assets or a direct sale of substantially all of the
Company's  assets,  excluding in all events sales of inventory in the conduct of
the  Business) to a Third Party  Purchaser,  then Buyer will pay to Sellers as a
supplement to the Purchase Price,  within fifteen (15) days following receipt by
Buyer or the Company, as the case may be, of any consideration  payable to Buyer
or the Company (as applicable) in connection with such  transaction  (the "THIRD
PARTY PURCHASE PRICE"), the positive amount, if any, determined by the following
formula:

                           40% x (TPPP - (RP x PIPV))

     Where:

     TPPP = the Third Party Purchase Price;

     RP = the Reference Price, calculated as the product obtained by multiplying
     (i) the aggregate amounts payable by Buyer under SECTIONS 2.2(A) and 2.2(B)
     plus the greater of (A) the amount  payable by Buyer under  SECTION  2.2(C)
     and (B) One Hundred and Twenty  Thousand  Dollars  ($120,000),  by (ii) two
     point five (2.5); and

     PIPV = the Percentage Interest in the Company sold, conveyed or transferred
     to the Third Party Purchaser,  expressed as a decimal,  or in the case of a
     sale of all or  substantially  all of the  assets  and  liabilities  of the
     Company,  the  Percentage  Value  of  the  Company  that  such  assets  and
     liabilities  comprise  (assuming  that one hundred  percent  (100%) of such
     assets and liabilities represent one hundred percent (100%) of the value of
     the Company), expressed as a decimal.

     2.6  LIMITATION  ON  ACCELERATION  OF PAYMENTS AND  SUPPLEMENT  TO PURCHASE
PRICE.  Notwithstanding  any  express or implied  statement  to the  contrary in
SECTION 2.4 or SECTION 2.5, the  provisions  of SECTION 2.4 and SECTION 2.5 will
not apply to any actual or direct sale,  transfer or  conveyance by Buyer of any
interest in the Company or any actual or direct sale,  transfer or conveyance by
the  Company of all or  substantially  all of its  assets,  in either  case as a
result of (i) any capital  reorganization,  reclassification or recapitalization
of Buyer, or (ii) any other transaction resulting in the acquisition by a Person

                                       9
<PAGE>
of more than fifty percent (50%) of Buyer's issued and outstanding common stock,
it being  understood  that any such  transaction  contemplated by (i) or (ii) is
covered by SECTION 2.7.

     2.7 CONDITIONAL  SUPPLEMENT TO PURCHASE PRICE ON ACQUISITION OF BUYER.  If,
before the first (1st)  anniversary of the Closing Date, Buyer is the subject of
any  completed  reorganization,  tender  offer,  merger  (other  than  a  merger
transaction undertaken solely for the purpose of changing the corporate domicile
and/or name of Buyer) or other  transaction  that results in the  acquisition by
any Person (other than either  Seller,  any Affiliate of either  Seller,  or any
director, officer or shareholder of either Seller or any Affiliate of any of the
foregoing)  (an  "ACQUIRING  PERSON")  of more than fifty  percent  (50%) of the
issued and outstanding common stock of Buyer (the "CONTROLLING  INTEREST"),  and
such  transaction was approved by Buyer's board of directors or Buyer's board of
directors  recommended  the  approval  of such  transaction  to  Buyer's  common
stockholders,  then Buyer will pay to Sellers as a  supplement  to the  Purchase
Price,  within fifteen (15) days following the closing of such transaction,  the
positive amount, if any, determined by the following formula:

                        40% x ((AAC x PVC) - (RP x PIB))

     Where:

     AAC = the Aggregate Acquisition  Consideration paid by the Acquiring Person
     for the  amount of the  Controlling  Interest  not  owned by the  Acquiring
     Person before the completion of such transaction;

     PVC = the  Percentage  Value of the  Company,  expressed  as a decimal  and
     determined by an independent investment banking firm mutually acceptable to
     the Parties (acting reasonably), the fees and expenses of which will be the
     sole  responsibility  of  Sellers,  to be the  proportionate  amount of the
     Aggregate  Acquisition  Consideration  paid by the Acquiring Person that is
     attributable to the value of the Company,  vis-a-vis the remaining value of
     Buyer;

     RP = the Reference Price, calculated as the product obtained by multiplying
     (i) the aggregate amounts payable by Buyer under SECTIONS 2.2(A) and 2.2(B)
     plus the greater of (A) the amount  payable by Buyer under  SECTION  2.2(C)
     and (B) One Hundred and Twenty  Thousand  Dollars  ($120,000),  by (ii) two
     point five (2.5); and

     PIB = the Percentage  Interest of Buyer's outstanding common stock acquired
     by the Acquiring Person in such transaction  (excluding any common stock of
     Buyer  owned  by  the  Acquiring  Person  before  the  completion  of  such
     transaction), expressed as a decimal.

     2.8 SECURITY  AGREEMENT.  In order to secure  Buyer's  payment  obligations
under SECTION 2.3,  SECTION 2.4, SECTION 2.5 and SECTION 2.7, Buyer will execute
and  deliver  to  Sellers at the  Closing a  security  agreement  in the form of
EXHIBIT B hereto (the "SECURITY AGREEMENT"). Promptly following the satisfaction
and performance of Buyer's  obligations  under SECTION 2.3, SECTION 2.4, SECTION
2.5 and SECTION 2.7, and/or the expiration of the  effectiveness of SECTION 2.4,

                                       10
<PAGE>
SECTION 2.5 and SECTION 2.7,  Sellers will cancel and  terminate (or cause to be
cancelled and  terminated) any  registration of the Security  Agreement or other
documentation  made by or on their  behalf with any  Governmental  Authority  or
other agency or office.

     2.9 CLOSING.  The  consummation  of the  transactions  contemplated by this
Agreement  for the  sale by  Sellers  to  Buyer  of the  Zensano  Interest  (the
"CLOSING") will take place at the offices of Snell & Wilmer L.L.P.,  One Arizona
Center, 400 East Van Buren, Phoenix,  Arizona 85004, at 9:00 A.M. (Arizona time)
on December 5, 2001,  or at such other time,  place or date as Sellers and Buyer
may agree upon in writing  (the day on which the  Closing  takes place being the
"CLOSING DATE").

     2.10  DETERMINATION  OF NET SALES SURPLUS SHARE AND NET SALES ROYALTY.  The
Parties will  determine the Net Sales Surplus Share and the Net Sales Royalty in
the manner provided in this SECTION 2.10:

          (a) On or before  May 15,  2002,  Buyer will  deliver  to Sellers  the
     Annual Financial Statements and the Q1 Financial Statements together with a
     detailed  statement  that  sets out (i) the  Company's  Net  Sales  for the
     calendar year ended December 31, 2001, (ii) the Company's Net Sales for the
     period from January 1, 2002 through and including March 31, 2002, (iii) the
     Net Sales Surplus Share, and (iv) the Net Sales Royalty.

          (b) On or before June 15,  2002,  Sellers will notify Buyer in writing
     of Sellers acceptance or rejection of Buyer's  calculation of the Net Sales
     Surplus Share and the Net Sales Royalty;  PROVIDED,  however,  that Sellers
     may, by written  notice to Buyer before June 15,  2002,  extend such period
     for up to thirty  (30)  days.  If any such  extension  is made by  Sellers,
     Buyer's  obligation to make any payments under  SECTIONS  2.3(D) and 2.3(e)
     will be  extended  by an  amount  of time  equivalent  to the  duration  of
     Sellers'  extension.  If (i) by  written  notice to Buyer,  Sellers  accept
     Buyer's  calculations  of the Net  Sales  Surplus  Share  and the Net Sales
     Royalty,  or (ii)  Sellers  fail to  deliver  any notice of  acceptance  or
     rejection of Buyer's calculation of the Net Sales Surplus Share and the Net
     Sales  Royalty as provided in this SECTION  2.10(B) by June 15, 2002, or by
     the  expiration  of the  extended  period,  if any,  requested  by  Sellers
     pursuant to this SECTION (B) (which  failure  will result in Sellers  being
     deemed  to  have   irrevocably   accepted   such   calculations),   Buyer's
     calculations  of the Net Sales Surplus Share and the Net Sales Royalty will
     be final and binding on the Parties.

          (c) If Sellers  deliver  written notice to Buyer under SECTION 2.10(B)
     of a rejection of Buyer's calculation of the Net Sales Surplus Share or the
     Net Sales Royalty, such notice must include the reasons for such rejection,
     including a good faith estimate of the amount disputed by Sellers.

          (d) If  Sellers  give  proper  notice of their  rejection  of  Buyer's
     calculation  of the Net  Sales  Surplus  Share  or the Net  Sales  Royalty,
     Sellers and Buyer will  promptly (and in any event within ten (10) Business
     Days) cause their respective representatives to confer with each other with
     a view to resolving such matter. If the Parties' representatives are unable
     to resolve the dispute within sixty (60) days after the date of delivery of
     Sellers' notice under SECTION  2.10(B),  the Parties will refer the dispute

                                       11
<PAGE>
     to a firm of independent  certified public accountants  mutually acceptable
     to the Parties (acting  reasonably)  (the  "INDEPENDENT  ACCOUNTANTS")  for
     review and  determination,  with Sellers being solely  responsible  for the
     costs of the Independent Accountants for such review and determination. The
     determination by the Independent Accountants of the Net Sales Surplus Share
     and the Net Sales  Royalty  will be final and  binding on the  Parties.  If
     Sellers  deliver a notice of  rejection of Buyer's  calculation  of the Net
     Sales  Surplus  Share or the Net Sales  Royalty,  as  contemplated  by this
     SECTION  2.10(D),   Buyer  will  nonetheless  pay  any  undisputed  amounts
     determined  in good  faith by Buyer in its  calculation  to be  payable  to
     Zensano, such payment to be made in accordance with SECTION 2.10(E).

          (e) Within five (5) Business  Days after the Net Sales  Surplus  Share
     and the Net Sales  Royalty are finally  determined by the Parties or by the
     Independent Accountants,  as the case may be, Buyer will pay to Zensano, by
     wire  transfer  of  immediately  available  funds to an account or accounts
     specified  in  writing  by  Zensano,  an amount  equal to (i) the Net Sales
     Surplus Share, if any, plus (ii) the amount, if any, by which the Net Sales
     Royalty  exceeds the Net Sales Royalty  Advance.  The Parties agree that if
     the Net Sales Royalty Advance  exceeds the Net Sales Royalty,  Sellers will
     retain  such  excess  amount and will not be required to refund such excess
     amount to Buyer.

                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     In order to induce  Buyer to enter  into and  consummate  the  transactions
contemplated by this Agreement,  Sellers hereby jointly and severally  represent
and warrant to Buyer, as representations  and warranties that are true, accurate
and complete as of the date hereof, the following:

     3.1  INCORPORATION  AND AUTHORITY OF SELLERS.  Each Seller is a corporation
duly  incorporated,  validly existing and in good standing under the laws of the
State of California and has all necessary corporate power and authority to enter
into this  Agreement,  to satisfy  and  perform its  covenants  and  obligations
hereunder and to consummate the transactions  contemplated hereby. The execution
and delivery by Sellers of this Agreement,  the  satisfaction and performance by
Sellers  of  their  respective  covenants  and  obligations  hereunder,  and the
consummation by Sellers of the transactions  contemplated  hereby have been duly
authorized  by all  requisite  corporate  action  on the part of  Sellers.  This
Agreement  has been duly  executed and  delivered by Sellers,  and (assuming due
authorization, execution and delivery by Buyer) constitutes the legal, valid and
binding obligation of Sellers,  enforceable  against them in accordance with its
terms,  except to the extent that (i) the availability of equitable  remedies is
subject  to  the  discretion  of  applicable   judicial   authority,   and  (ii)
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
arrangement,  moratorium  or  other  similar  laws  relating  to the  rights  of
creditors generally.

     3.2 ORGANIZATION AND AUTHORITY OF THE COMPANY. To the knowledge of Sellers,
the Company is a limited liability company duly organized,  validly existing and
in good  standing  under the laws of the State of Arizona.  To the  knowledge of
Sellers,  the Company has all necessary corporate power and authority to own its
properties  and assets and conduct the  Business.  To the  knowledge of Sellers,
Zensano and the Managers of the Company  appointed  by Zensano have  complied in
all respects with the provisions of the Company's  Operating Agreement since the
effective date of the Operating Agreement.

                                       12
<PAGE>
     3.3 NO CONFLICT. The execution,  delivery and performance of this Agreement
by  Sellers  do not and will not (i)  violate or  conflict  with the  respective
Articles of Incorporation and Bylaws (or other similar organizational documents)
of Sellers or any resolutions  adopted by the respective  boards of directors or
shareholders  of Sellers,  (ii) conflict with or violate any Law or Governmental
Order  applicable to Sellers or the Company,  (iii) to the knowledge of Sellers,
result in any breach of, or constitute a default (or event which with the giving
of notice or lapse of time, or both,  would become a default)  under, or give to
others any rights of termination,  amendment,  acceleration or cancellation  of,
any Contract,  or (iv) result in the creation of any  Encumbrance on the Zensano
Interest or any of the assets of the Company.

     3.4 CONSENTS AND APPROVALS. The execution, delivery and performance of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby  by
Sellers do not and will not require any consent,  approval or  authorization  of
any Person or the filing with or notification to any Governmental Authority.

     3.5 SOLVENCY.

          (a) Neither  Seller is insolvent,  nor has either Seller  committed an
     act of  bankruptcy,  proposed a compromise or  arrangement to its creditors
     generally,  had any  petition  in  bankruptcy  filed  against  it,  filed a
     petition or undertaken any Action to be declared bankrupt, to liquidate its
     assets or to be dissolved. The transactions  contemplated by this Agreement
     will not cause either Seller to become insolvent or to be unable to satisfy
     and pay its debts and obligations generally as they come due.

          (b)  Immediately  after  giving  effect  to  the  consummation  of the
     transactions  contemplated by this Agreement,  (i) each Seller will be able
     to pay its  liabilities  as they  become  due in the  usual  course  of its
     business,  (ii) neither  Seller will have  unreasonably  small capital with
     which to conduct its present or proposed businesses, and (iii) Sellers will
     have assets  (calculated at fair market value) that exceed their respective
     liabilities.

     3.6 TITLE TO  ZENSANO  INTEREST.  Zensano  holds  all legal and  beneficial
right, title and interest in and to the Zensano Interest,  free and clear of all
Encumbrances.  Zengen is the sole legal and  beneficial  owner of all issued and
outstanding  capital stock of Zensano.  No Person has any right,  agreement,  or
option,  present or future,  contingent  or  absolute,  for the  purchase of the
Zensano Interest or any part thereof.

     3.7 ABSENCE OF CERTAIN  CHANGES AND EVENTS.  To the  knowledge  of Sellers,
since  January 1, 2001,  the  Company has  conducted  its  business  only in the
ordinary course of the Business and there has not been any event or circumstance
that could  reasonably  be  expected  to have a material  adverse  effect on the
assets, Business, prospects, financial condition or results of operations of the
Company  after  the  date  hereof  (excluding  general  economic  and  political
conditions  outside  of  Sellers'  control  and not unique to the  Company).  In
particular,  to the knowledge of Sellers,  there has not been any  indication by
any  customer of or supplier to the Company of an intention  to  discontinue  or
change the terms of its relationship with the Company.

                                       13
<PAGE>
     3.8 COMPLIANCE WITH LAWS; CERTAIN REGULATORY  MATTERS.  To the knowledge of
Sellers,  the Business has been and is being  conducted in  compliance  with all
Laws and Governmental Orders applicable to the Business and the Company,  except
where the failure to be in compliance  would not have a Material Adverse Effect.
Sellers have not, and to the knowledge of Sellers, the Company has not, received
any  written  notice to the effect  that the  Business  or the Company is not in
compliance with any applicable Law or Governmental Order.

     3.9   PERMITS.   To  the   knowledge   of  Sellers,   except  for  standard
administrative business licenses and employer identification numbers, no permit,
license or other authorization of any Governmental Authority is required for the
Company to conduct the  Business as it is  presently  conducted or to occupy the
Facility.  Neither  Seller or, to the  knowledge  of  Sellers,  the  Company has
received  from  any  Governmental  Authority  or any  other  Person  any  notice
requiring that any permit,  license or other  authorization  of any Governmental
Authority  be obtained  for the conduct of the  Business  or  occupation  of the
Facility.

     3.10 INTELLECTUAL PROPERTY RIGHTS.

          (a) To the  knowledge  of Sellers,  SCHEDULE  3.10(A)  contains  (i) a
     complete  and accurate  list and summary  description  of all  Intellectual
     Property  Assets,  categorized  by type  of  Intellectual  Property  (i.e.,
     patents,   patent   applications,   licenses,   trademarks,   trade  names,
     copyrights,   software,   internet   domain   names,   etc.),   other  than
     mass-marketed retail "shrink-wrap" Software products purchased and lawfully
     used by the  Company,  and (ii) a  summary  of the  material  terms of each
     Contract under which the Company licenses any  Intellectual  Property Asset
     (either as licensor or  licensee),  including  royalties  or other  similar
     payments  receivable  or payable by the  Company  in  connection  with such
     licenses.  To the  knowledge  of Sellers,  except as  described in SCHEDULE
     3.10(A),  the  Company  owns all  legal  and  beneficial  right,  title and
     interest in and to the  Intellectual  Property Assets free and clear of all
     Encumbrances,   and  no  Person  has  any  right  to  use  or  exploit  any
     Intellectual  Property Asset.  To the knowledge of Sellers,  the Company is
     not in default  under the terms of use of, and has not received any written
     notice of any claim of infringement or any other claim or proceeding  based
     on any act or  omission of the Company  with  respect to, any  Intellectual
     Property Asset.

          (b) To the  knowledge  of  Sellers,  no  director,  officer,  Manager,
     employee,  consultant or agent of the Company,  Sellers or any other Person
     owns or has  any  proprietary,  financial  or  other  interest,  direct  or
     indirect, in whole or in part, in any Intellectual Property Asset.

          (c) Except as  disclosed  in SCHEDULE  3.10(C),  to the  knowledge  of
     Sellers,  the  Company  has not  manufactured,  used or sold  and  does not
     manufacture,  use or sell any goods,  services  or  information  which have
     violated or do violate the Intellectual Property rights of any Person. None
     of Zengen,  Zensano  or, to the  knowledge  of  Sellers,  the  Company  has
     received any  notification,  warning,  threat of Action,  or other  written
     notice  that the  Company  (or  Zengen or  Zensano  acting on behalf of the
     Company) has violated or is violating the  Intellectual  Property rights of
     any Person.

                                       14
<PAGE>
          (d)  To  the  knowledge  of  Sellers,  all  patents,   trademarks  and
     copyrights  (registered  and  unregistered)  included  in the  Intellectual
     Property Assets are currently in compliance with formal legal  requirements
     (including,  in respect of  patents,  payment  of filing,  examination  and
     maintenance  fees  and  proofs  of  working  or use,  and,  in  respect  of
     trademarks,  the timely  post-registration  filing of affidavits of use and
     incontestability and renewal applications),  are valid and enforceable, and
     are not  subject to any  maintenance  fees or taxes or actions  falling due
     within  ninety  (90) days  after the  Closing  Date.  To the  knowledge  of
     Sellers,  (i) no patent  included in the  Intellectual  Property Assets has
     been  or  is  now  involved  in or  has  been  or is  the  subject  of  any
     interference,  reissue,  reexamination,  or opposition proceeding,  (ii) no
     such proceeding is pending or threatened, and (iii) there is no potentially
     interfering patent or patent application of any Person. To the knowledge of
     Sellers, (i) no trademark included in the Intellectual  Property Assets has
     been  or is  now  involved  in,  or has  been  or is the  subject  of,  any
     opposition,   invalidation  or  cancellation   proceeding,   (ii)  no  such
     proceeding  is pending or  threatened,  and (iii)  there is no  potentially
     interfering trademark or trademark application of any Person.

          (e) To the knowledge of Sellers,  (i) all products made,  used or sold
     under any patent  included in the  Intellectual  Property  Assets have been
     marked with the proper patent notice,  (ii) all products made, used or sold
     that contain a trademark included in the Intellectual  Property Assets bear
     the proper federal registration notice with respect to such trademark where
     permitted by law, and (iii) all products or other works  encompassed by any
     copyright  included in the  Intellectual  Property  Assets have been marked
     with the proper copyright notice.

          (f) To the  knowledge  of Sellers,  with  respect to each trade secret
     included in the Intellectual Property Assets, all documentation  maintained
     by the Company  relating  to such trade  secret is  current,  accurate  and
     sufficient  in detail and content to identify and explain such trade secret
     and to allow its full and proper use without  reliance on the  knowledge or
     memory of any Person.  To the  knowledge of Sellers,  the Company has taken
     all  reasonable  precautions  to protect the secrecy,  confidentiality  and
     value of all trade secrets  included in the  Intellectual  Property Assets,
     except where the failure to take such reasonable precautions would not have
     a Material Adverse Effect.

          (g) With  respect to internet  web sites and domain  names used by the
     Company,  to the knowledge of Sellers,  (i) all such sites and domain names
     have been  registered in the name of the Company and are in compliance with
     all formal legal requirements, (ii) no such site or domain name has been or
     is now  involved  in,  or has  been  or is the  subject  of,  any  dispute,
     opposition, invalidation or cancellation proceeding, and no such proceeding
     is pending or threatened, (iii) there is no domain name application pending
     of any Person which would or could  potentially  interfere with or infringe
     any Company  domain  name,  and (iv) no Company web site or domain name has
     been  challenged,  interfered  with or  threatened in any way or infringes,
     interferes  with or is alleged to interfere with or infringe the trademark,
     copyright or domain name of any other Person.

                                       15
<PAGE>
     3.11 TITLE TO COMPANY ASSETS. To the knowledge of Sellers, the Company owns
all legal and beneficial right,  title and interest in and to all assets used in
the  conduct of the  Business,  free and clear of any  Encumbrances,  other than
Permitted  Encumbrances,  and all such assets are,  and on the Closing Date will
be, in the  Company's  possession,  except where the failure to have clear title
would not have a Material Adverse Effect.

     3.12  NON-COMPETITION.  To the  knowledge of Sellers,  except to the extent
expressly set forth in the IP  Development  and License  Agreement,  neither the
Company nor the  Business is bound by or subject to any  contract or  agreement,
written  or oral,  that in any way  restricts  the  competitive  conduct  of the
Company or the Business or limits the Company or the Business from  competing in
any line of business or with any Person, or operating in any jurisdiction.

     3.13  CONTRACTS.  To the  knowledge  of  Sellers,  SCHEDULE  3.13 lists all
contracts relating to the Business (the "CONTRACTS") in effect as of the date of
this  Agreement  to which the  Company  is a Party or is subject or by which the
Company is bound, including, without limitation:

          (a) each  contract or  agreement  under which the Company has created,
     incurred, assumed or guaranteed (or may create, incur, assume or guarantee)
     indebtedness  for borrowed money or under which the Company has granted any
     Encumbrance on any assets of the Company,  whether  tangible or intangible,
     to secure such indebtedness;

          (b) each outstanding contract or agreement for the purchase of capital
     property or the making of capital improvements;

          (c) each  installment  and  conditional  sales agreement in effect and
     outstanding;

          (d) each outstanding contract or agreement for the purchase or sale by
     the Company of products or services (including raw materials and inventory)
     in the ordinary course of the Business.

          (e) each lease of personal property;

          (f) the lease of the Facility;

          (g) each contract or agreement  containing  covenants  that in any way
     restrict or limit the freedom of the Company to conduct the  Business or to
     engage in any other line of business;

          (h) each  contract  or  agreement  pursuant  to which the Company is a
     licensor, sublicensor, licensee or sublicensee of any Intellectual Property
     Asset;

          (i) each  contract or  agreement  granting to any Person any option or
     right to market,  distribute  or sell any  product of the  Business,  or to
     represent the Business with respect to any such product, or to act as agent
     for the Company in connection with the marketing,  distribution and/or sale
     of any product of the Business;

                                       16
<PAGE>
          (j) each contract or agreement  (other than the  Operating  Agreement)
     between or among the Company and either Seller or any Affiliate thereof;

          (k) each power of attorney of the Company that is currently  effective
     and outstanding;

          (l) each contract or agreement  (other than the  Operating  Agreement)
     establishing  or governing any joint venture,  strategic  alliance or other
     collaboration between or among the Company and other Persons;

          (m) each written warranty,  guaranty and/or other similar  undertaking
     with respect to contractual performance extended by the Company, whether or
     not in the ordinary course of the Business; and

          (n) any other  contract or agreement  that was not entered into in the
     ordinary  course of the  Business  and that  involves  actual or  potential
     expenditures  by or  receipts  of the  Company  in excess  of Ten  Thousand
     Dollars ($10,000).

     3.14 STATUS OF CONTRACTS.  To Sellers' knowledge,  each Contract is a valid
agreement,  arrangement  or commitment of the Company,  enforceable  against the
Company and each other Party thereto in accordance with such  Contract's  terms,
except  where the failure of such  Contract to be  enforceable  would not have a
Material  Adverse Effect.  To the knowledge of Sellers,  neither the Company nor
any other party thereto is in breach or default of any of its obligations  under
any Contract.  Except to the extent disclosed in SCHEDULE 3.13, to the knowledge
of Sellers,  (i) no Contract has been modified,  amended or  supplemented in any
respect, orally or in writing, by or on behalf of the Company, and (ii) no event
has  occurred or  circumstance  exists that (with or without  notice or lapse of
time) may contravene, conflict with or result in a breach or default of, or give
the  Company or any other  Person the right to declare a breach or default or to
exercise any remedy under,  or to accelerate  the maturity or  performance of or
payment under, or to cancel, terminate or modify, any Contract.

     3.15 THE FACILITY.  Notwithstanding any representation or warranty given by
Sellers in SECTION 3.17:

          (a)  the  Company  does  not now own and  has  never  owned  any  real
     property;

          (b) the  Company  does not now lease and has never  leased (as tenant)
     any real property other than the Facility;

          (c) except as  disclosed  in SCHEDULE  3.15,  the Facility is the only
     real property that the Company has ever occupied and the only real property
     on or within which the Company, either Seller or any predecessor entity out
     of which either  Seller was formed has ever  conducted  the Business or any
     related business;

                                       17
<PAGE>
          (d) the Company is the exclusive  occupier,  possessor and user of the
     Facility, and the Facility is not subject to any sublease, license or other
     third  party  right of access or entry  (except  for  landlord's  rights of
     access and entry as expressly set forth in the terms of the Company's lease
     of the Facility);

          (e) none of the Company,  either Seller or any predecessor  entity out
     of which  either  Seller was formed is or at any time has been in breach or
     default of any of its  obligations  under its lease of the  Facility or any
     other real property  lease,  and to the knowledge of Sellers,  the landlord
     Party to the  Facility  lease is not in  breach  or  default  of any of its
     obligations thereunder;

          (f)  except as  disclosed  in  SCHEDULE  3.15,  the  Company  does not
     research, develop, design,  manufacture,  store, market or sell any product
     or service or administer any of such actions in any location other than the
     Facility; and

          (g) the  Company's  lease of the  Facility may be  terminated  without
     penalty upon thirty (30) days' prior written  notice to the landlord  party
     to such lease.

     3.16 LEGAL  ACTIONS.  Except as  described  in SCHEDULE  3.16,  to Sellers'
knowledge:

          (a)  there is no  civil,  criminal  or  administrative  (i)  Action or
     Governmental Order in effect,  pending or threatened against,  relating to,
     involving or  affecting  the Company or the  Business  (including,  without
     limitation,  Actions  related  to or based on  actual  or  alleged  product
     liability,  product  defects  or other  customer  dissatisfaction  with any
     product  or  service  of the  Company  or the  Business),  or (ii) facts or
     circumstances  in existence that could  reasonably be expected to give rise
     to any such Action or Governmental Order; and

          (b)  neither the Company  nor either  Seller on  Company's  behalf has
     commenced  or has  pending  any  Action  against  any  Person,  nor has the
     Company,  or either  Seller on the  Company's  behalf,  within  the past 12
     months threatened to initiate any such Action.

     3.17  ENVIRONMENTAL  COMPLIANCE.  Sellers,  each predecessor  entity out of
which either Seller was formed, and, to Sellers' knowledge, the Company are, and
at all time have been, in full compliance with, and have not been and are not in
violation  of or  liable  under,  any  Environmental  Law  with  respect  to the
Facility.  Neither Seller or any  predecessor  entity out of which either Seller
was formed nor, to Sellers' knowledge, the Company or any other Person for whose
conduct they or the Company are or may be held to be responsible  received,  any
actual or  threatened  order,  notice  or other  communication  relating  to the
Facility from (i) any  Governmental  Authority or private  citizen acting in the
public interest, or (ii) the current or prior owner or operator of the Facility,
of any  actual or  potential  violation  of, or  failure  to  comply  with,  any
Environmental  Law, or of any actual or  threatened  obligation  to undertake or
bear the cost of any Environmental Health and Safety Liabilities with respect to
the Facility or other  property or asset  (whether  real,  personal or mixed) in
which the Company,  either Seller or any predecessor  entity out of which either
Seller was formed has or had an interest,  or with respect to the Facility at or
to which Hazardous Materials were generated, manufactured, refined, transferred,

                                       18
<PAGE>
imported, used or processed by the Company or any other Person for whose conduct
the Company is or may be held  responsible,  or from which  Hazardous  Materials
have been  transported,  treated,  stored,  handled,  transferred,  disposed of,
recycled or received.

     3.18 TAXES.

          (a)  To  the  knowledge  of  Sellers,   SCHEDULE  3.18(A)  lists  each
     jurisdiction  (federal,  state and local) with respect to which the Company
     is required  to file any Tax  Return.  To the  knowledge  of  Sellers,  the
     Company has properly  filed or caused to be filed all Tax Returns with, and
     paid and discharged any  liabilities  for Taxes in, all federal,  state and
     local  jurisdictions  in which it is subject to Tax.  To the  knowledge  of
     Sellers,  no claim has ever been made or is  expected by Sellers to be made
     by any Governmental  Authority in a jurisdiction where the Company does not
     file Tax Returns  that the Company is or may be subject to taxation by that
     jurisdiction. To the knowledge of Sellers, there are no Encumbrances on any
     of the  Company's  assets  that arose in  connection  with any  failure (or
     alleged failure) to pay any Tax, and there is no basis for assertion of any
     claims attributable to Taxes which, if adversely  determined,  would result
     in any such Encumbrance.

          (b) Except as provided in SCHEDULE 3.18(B),  Sellers have no knowledge
     that the IRS or any other  Governmental  Authority  is likely to assess any
     additional Taxes for any period for which Tax Returns have been filed by or
     on behalf of the  Company.  To Sellers'  knowledge,  there is no dispute or
     claim  concerning  any  Taxes  of the  Company  claimed  or  raised  by any
     Governmental Authority.

          (c) To the knowledge of Sellers,  all Taxes that the Company is or was
     required by Law to  withhold,  deduct or collect  have been duly  withheld,
     deducted and collected and, to the extent  required,  have been paid to the
     proper Governmental Authority or other Person.

     3.19 EMPLOYEES.

          (a) SCHEDULE  3.19(A)  contains a complete  and  accurate  list of the
     following  information for each employee of the Company (including officers
     and managers) as of the date of this Agreement:  (i) full name,  (iii) date
     of commencement of employment, (iii) job title or description, (iv) current
     salary,  wages and bonus paid or payable,  (v) accrued and unused  vacation
     pay/time,  (vi)  accrued  and  unused  sick  pay/time,   (vii)  details  of
     participation in each employee benefit plan, and (viii) status of any leave
     of absence (including,  without limitation,  maternity,  medical,  short or
     long term  disability or military  leave) in effect or  anticipated to take
     effect within sixty (60) days after the Closing  Date.  Except as disclosed
     in  SCHEDULE  3.19(A),  each  employee  of the  Company  is  employed  on a
     full-time basis.

          (b) No employee of the Company  (including  officers and  Managers) is
     employed under a written  contract of  employment,  and any employee of the
     Company  can  have  his or  her  employment  terminated  without  cause  on
     provision of not more than thirty (30) days'  written  notice or payment of
     severance in lieu thereof.

                                       19
<PAGE>
          (c) To the  knowledge  of Sellers,  (i) no officer,  director,  agent,
     employee,  consultant,  or  contractor  of  the  Company  is  bound  by any
     contract,  agreement or  arrangement  that purports to limit the ability of
     such  officer,  director,  agent,  employee,  consultant,  or contractor to
     assign to the Company or to any other  Person any rights to any  invention,
     improvement,  or discovery,  and (ii) no former or current  employee of the
     Company is a Party to, or is otherwise bound by, any contract, agreement or
     arrangement that in any way adversely affected, affects, or will affect the
     ability of the  Company  or Buyer to conduct  the  Business  as  heretofore
     carried on by the Company.

          (d) To Sellers'  knowledge,  the Company has  complied in all respects
     with all Laws relating to  employment  practices,  terms and  conditions of
     employment, equal employment opportunity,  nondiscrimination,  immigration,
     wages,  hours,  benefits,  payment of social security and similar Taxes and
     occupational health and safety. To Sellers'  knowledge,  the Company is not
     liable for the payment of any employee-related  Taxes, fines, penalties, or
     other amounts,  however  designated,  for failure to comply with any of the
     foregoing Laws.

          (e)  To  Sellers'  knowledge,  no  employee  (including  officers  and
     Managers)  currently  employed by the  Company or by Sellers in  connection
     with the Business has made any claim against the Company,  either Seller or
     any  officer or  director  thereof,  including  any claim for  wrongful  or
     constructive dismissal,  violation of civil rights,  harassment, or failure
     to comply with occupational  health or safety  requirements or standards or
     other employment related laws or standards.

     3.20 LABOR  MATTERS.  To the knowledge of Sellers',  (i) the Company is not
bound by any  collective  agreement or other  contract or  arrangement  with any
labor union or employee  association or any letter of  understanding  in respect
thereof in connection  with the Business or otherwise,  (ii) neither the Company
nor either  Seller  (or any  Affiliate  thereof)  on behalf of the  Company  has
conducted  or  made  any   commitment  or  given  any   undertaking  to  conduct
negotiations  with any labor union or employee  association  with respect to any
future agreement relating to the Company or the Business,  and (iii) there is no
current attempt  underway or pending to organize or establish any labor union or
employee association in connection with the Company or the Business.

     3.21 EMPLOYEE BENEFIT  MATTERS.  To Sellers'  knowledge,  the only employee
benefit  plans  that the  Company  has had or  presently  has in effect  for its
employees,  officers  and  Managers  are medical and dental  plans for which the
Company pays all premiums and related  administrative  costs. Neither Seller nor
any Affiliate  thereof has had or presently  maintains any employee benefit plan
for  employees,  officers or Managers  of the  Company.  Neither the Company nor
either  Seller have  provided or  presently  provide to  employees,  officers or
Managers of the  Company  any bonus,  incentive,  deferred  compensation,  stock
purchase, stock option,  severance,  pension, 401(k), change in control or other
fringe benefit plan.  Sellers and, to Sellers'  knowledge,  the Company have not
announced  any plan or  legally  binding  commitment  to  provide  or create any
additional  employee  benefit plan or to amend or modify any  existing  employee
benefit plan. To Sellers' knowledge, the Company's medical and dental plans have
been  operated  in  material   compliance  with  the  health  care  continuation
provisions  of Part 6 of Title I of Subtitle I of ERISA and Section 4980B of the
Code at all times.  The  consummation of the  transactions  contemplated by this

                                       20
<PAGE>
Agreement  will not  accelerate  the time of vesting or the time of payment,  or
increase  the amount,  of  compensation  due to any  present or former  officer,
Manager or employee of the Company.

     3.22 COMPLIANCE  WITH FOREIGN CORRUPT  PRACTICES ACT AND EXPORT CONTROL AND
ANTI-BOYCOTT LAWS.

          (a)  Sellers  have  not on the  Company's  behalf,  and,  to  Sellers'
     knowledge,  the Company has not, to obtain or retain business,  directly or
     indirectly offered,  paid or promised to pay, or authorized the payment of,
     any money or other thing of value (including any fee, gift, sample,  travel
     expense  or  entertainment  with a value in excess of one  hundred  dollars
     ($100.00) in the aggregate to any one Person in any year) or any commission
     payment in excess of ten percent  (10%) of any amount  payable,  to (i) any
     Person who is an official,  officer,  agent,  employee or representative of
     any  Governmental  Authority  or of any  existing or  prospective  customer
     (whether  government or non-government  owned), (ii) any political party or
     official  thereof,  (iii) any candidate  for  political or political  party
     office, or (iv) any other Person, while knowing or having reason to believe
     that all or any  portion of such money or thing of value  would be offered,
     given, or promised,  directly or indirectly, to any such official, officer,
     agent, employee, representative, political party, political party official,
     candidate,  individual,  or  any  entity  affiliated  with  such  customer,
     political party or official or political office.

          (b) Except as disclosed in SCHEDULE  3.22(B),  to Sellers'  knowledge,
     the Company has made all  payments to Persons by check  mailed or delivered
     to such Person's  principal place of business or by wire transfer to a bank
     located  in the  same  jurisdiction  as such  Person's  principal  place of
     business.

          (c) To  Sellers'  knowledge,  each  transaction  entered  into  by the
     Company has been properly and accurately  recorded on the books and records
     of the Company, and each document upon which entries in the Company's books
     and records are based is complete and accurate in all respects. To Sellers'
     knowledge,  the Company maintains a system of internal  accounting controls
     adequate to insure that the Company maintains no off-the-books accounts and
     that  Company  assets  are  used  only in  accordance  with  the  Company's
     management directives.

          (d) The Company has at all times been and acted in compliance with all
     Laws relating to export control and trade embargoes.  No product or service
     sold or provided by the Company since January 1, 1996 has been, directly or
     indirectly, sold to or performed on behalf of any country identified by the
     Office of Foreign  Assets  Control of the United  States  Department of the
     Treasury  during  such  period  as  being  subject  to trade  sanctions  or
     embargoes,  including, without limitation, Cuba, Iraq, Iran, Libya or North
     Korea.

          (e)  The  Company  has  not  violated  the  anti-boycott  prohibitions
     contained in 50 U.S.C.  sect.  2401 et seq. or taken any action that can be
     penalized under Section 999 of the Code. Since January 1, 1996,  Seller has
     not been a Party to, is not a  beneficiary  under and has not performed any
     service or sold any product to customers in Bahrain,  Iraq, Jordan, Kuwait,
     Lebanon,  Libya,  Oman, Quatar,  Saudi Arabia,  Sudan,  Syria,  United Arab
     Emirates or the Republic of Yemen.

                                       21
<PAGE>
          (f) Zengen has complied in all  respects  with its  obligations  under
     Section 10 of the International Distribution Agreement.

     3.23 NO MATERIAL ADVERSE CHANGE. Since September 30, 2001, to the knowledge
of Sellers,  there has not been any  material  adverse  change in the  Business,
operations,  prospects, assets, results of operations or condition (financial or
other) of the Company, and no event has occurred or circumstance exists that may
result in a Material Adverse Effect.

     3.24 ABILITY TO COMPLETE. To the best of the knowledge of Sellers, there is
no fact or circumstance  which does or may adversely  affect Sellers' ability to
complete the transactions contemplated by this Agreement.

     3.25 BROKERS.  No agent,  broker or other Person acting on behalf of either
Seller or any  Affiliate  thereof,  is or will be  entitled  to any  commission,
finder's  fee,  broker's  fee or similar  compensation  in  connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of Sellers or the Company.

     3.26  DISCLOSURE.  To  Sellers'  knowledge,  and taking  into  account  the
qualifications  of certain of Sellers'  representations  and  warranties in this
Agreement as being based on Sellers' knowledge, no representation or warranty of
Sellers in this  Agreement  omits to state a material fact necessary to make the
statements  herein,  in light of the  circumstances in which they were made, not
misleading.  There is no fact  (other  than  matters  of a general  economic  or
political nature which do not affect the Company or the Business uniquely) known
to Sellers that could have a material  adverse  effect on the assets,  Business,
prospects,  condition  (financial  or other) or  results  of  operations  of the
Company that has not been expressly disclosed in this Agreement.

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     In order to induce Sellers to enter into and  consummate  the  transactions
contemplated by this Agreement, Buyer hereby represents and warrants to Sellers,
as representations and warranties that are true, accurate and complete as of the
date hereof, the following:

     4.1  INCORPORATION  AND  AUTHORITY OF BUYER.  Buyer is a  corporation  duly
incorporated,  validly existing and in good standing under the laws of the State
of Utah and has all necessary  corporate  power and authority to enter into this
Agreement, to satisfy and perform its covenants and obligations hereunder and to
consummate the transactions  contemplated  hereby. The execution and delivery by
Buyer  of this  Agreement,  the  satisfaction  and  performance  by Buyer of its
covenants  and  obligations  hereunder,  and the  consummation  by  Buyer of the
transactions  contemplated  hereby have been duly  authorized  by all  requisite
corporate action on the part of Buyer. This Agreement has been duly executed and
delivered by Buyer, and (assuming due  authorization,  execution and delivery by
Sellers)   constitutes  the  legal,  valid  and  binding  obligation  of  Buyer,
enforceable  against  Buyer in accordance  with its terms,  except to the extent
that (i) the availability of equitable  remedies is subject to the discretion of
applicable  judicial  authority,  and  (ii)  enforceability  may be  limited  by
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar
laws relating to the rights of creditors generally.

                                       22
<PAGE>
     4.2 NO CONFLICT. The execution,  delivery and performance of this Agreement
by Buyer do not and  will not (i)  violate  or  conflict  with the  Articles  of
Incorporation  and  Bylaws of Buyer or any  resolutions  adopted by the board of
directors of Buyer,  or (ii)  conflict  with or violate any Law or  Governmental
Order applicable to Buyer.

     4.3 CONSENTS AND APPROVALS.  Except for applicable disclosure  requirements
under  the  Exchange  Act,  the  execution,  delivery  and  performance  of this
Agreement and the consummation of the transactions  contemplated hereby by Buyer
do not and will not require any consent, approval or authorization of any Person
or the filing with or notification to any Governmental Authority.

     4.4  BROKERS.  No broker,  finder or  investment  banker is entitled to any
brokerage,   finder's  or  other  fee  or  commission  in  connection  with  the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of Buyer.

     4.5 INVESTMENT  PURPOSE IN ACQUIRING ZENSANO  INTEREST.  Buyer is acquiring
the Zensano  Interest for its own account for  investment  purposes only and not
with a view to resale or  distribution in violation of the Securities Act. Buyer
has the requisite  investment  intent to satisfy  Section 4(2) of the Securities
Act.  Buyer is an  "accredited  investor" as such term is used in Rule 501 under
the Securities Act.

     4.6 ABILITY TO COMPLETE. To the best of the knowledge of Buyer, there is no
fact or  circumstance  which does or may  adversely  affect  Buyer's  ability to
complete  the  transactions  contemplated  by this  Agreement,  and neither this
Agreement nor any other document or certificate delivered by Buyer to Sellers in
connection with such transactions contains any untrue,  misleading or incomplete
statement of fact.

     4.7 NO KNOWLEDGE OF BREACH BY SELLERS OF REPRESENTATION OR WARRANTY. To the
knowledge of Buyer, no  representation  or warranty of Sellers in this Agreement
with respect to the Company or the Business is untrue, inaccurate or incomplete.

     4.8 NO AGREEMENT FOR SALE.  As of the date hereof,  Buyer does not have any
agreement,  letter of intent or  memorandum  of  understanding  with any  Person
evidencing an agreement for the sale, conveyance,  transfer or other disposition
of any interest in the Company, its assets or its Intellectual  Property Rights,
including any license agreement,  co-marketing agreement or similar arrangement.
Buyer is a party to an  engagement  letter  agreement  with Credit  Suisse First
Boston dated by Buyer September 6, 2001 for the provision by Credit Suisse First
Boston  to Buyer  of,  among  other  things,  strategic  transaction  consulting
services,  and Buyer, Zengen and the Company are parties to an engagement letter
agreement  with  UBS  Warburg,  LLC  dated by Buyer  September  4,  2001 for the
provision  of  agency  services  in the sale of the  Company  (of  which  latter
agreement  Sellers are aware).  However,  the Parties  agree that  neither  such
letter agreement  represents an agreement for any actual sale of any interest in
the Company or any other  transaction  referred to in the first sentence of this
SECTION 4.8.

                                       23
<PAGE>
                                    ARTICLE 5
                                    COVENANTS

     5.1 PUBLIC  ANNOUNCEMENTS.  The Parties acknowledge that Buyer, as a public
company,  is subject to various public disclosure  obligations and restrictions,
including,  without limitation,  obligations and restrictions under the Exchange
Act and the rules and regulations of Nasdaq.  Accordingly,  no Party (other than
Buyer) will make,  release,  distribute or disseminate in any manner, any public
statement (including, without limitation, any statement to the news media or any
news  wire  service)  with  respect  to  this  Agreement  or  the   transactions
contemplated  hereunder  without the other  Party's prior review and approval of
the content of such statement, which approval will not be unreasonably withheld.

     5.2 TREATMENT OF CONFIDENTIAL  INFORMATION.  Following the Closing, Sellers
will,  and will  cause  their  respective  agents,  representatives,  employees,
officers and  directors to treat and hold as  confidential  (and not disclose or
provide access to any Person),  in a manner consistent with its practices before
the date hereof,  all  information  related to the Company and the Business.  If
either  Seller or any  agent,  representative,  employee,  officer  or  director
thereof becomes compelled by Law to disclose any such information,  Sellers will
provide Buyer with prompt written  notice of such  requirement so that Buyer may
seek a protective  order or other remedy or waive  compliance  with this SECTION
5.2. If such a  protective  order or other  remedy is not  obtained by or is not
available to Buyer, or Buyer waives  compliance  with this SECTION 5.2,  Sellers
will ensure that only the minimum portion of such confidential  information that
is legally  required to be disclosed is so disclosed and will use all reasonable
efforts to obtain assurances that  confidential  treatment will be given to such
information.  Nothing in this SECTION 5.2 will apply to any information that, at
the time of  disclosure,  is in the  public  domain  other than as a result of a
breach of any  confidentiality  covenant or  obligation  of which the Company or
Buyer is the beneficiary.

     5.3  COOPERATION AND EXCHANGE OF  INFORMATION.  After the Closing,  for the
applicable  statutorily determined periods during which any of Sellers, Buyer or
the Company may be subject to review or audit by the Internal Revenue Service or
any other taxing Authority,  Sellers and Buyer will provide each other with such
cooperation  and  information  as any of  them  may  reasonably  request  of the
other(s) in preparing and filing any Tax Return, amended Tax Return or claim for
refund,  determining  a  liability  for  Taxes or a right to a refund  of Taxes,
participating  in or  conducting  any audit or other  proceeding  in  respect of
Taxes.  Such  cooperation  and  information  will  include  providing  copies of
relevant Tax Returns or portions thereof,  together with accompanying schedules,
related work papers and documents relating to rulings or other determinations by
Governmental   Authorities.   Sellers  and  Buyer  will  make  their  respective
directors, officers, employees and representatives available on a basis mutually
convenient  to  the  Parties  to  provide   explanations  of  any  documents  or
information  provided  pursuant to this SECTION  5.3.  Each of Sellers and Buyer
will  retain all Tax  Returns,  schedules  and work  papers,  records  and other
documents in its possession  relating to Tax matters of the Company for each tax
year first  ending  after the Closing Date and for all prior tax years until the
later of (i) the expiration of the period of  limitations  for the assessment of
Taxes  applicable  to the relevant  taxable  years to which such Tax Returns and
other  documents  relate,  without  regard to  extensions  (except to the extent
notified by the other Party in writing of such extensions for the respective tax
years),  or (ii) six (6) years  following the due date (without  extension)  for
such Tax Returns.  Any information  obtained under this SECTION 5.3 will be kept

                                       24
<PAGE>
confidential in accordance with SECTION 5.2 except as may be otherwise necessary
in  connection  with the  filing of Tax  Returns  or claims  for  refunds  or in
conducting an audit or other proceeding.

     5.4  CONVEYANCE  TAXES.  Sellers  will be liable  for,  and will hold Buyer
harmless against,  any transfer,  stamp,  income or capital gains Taxes or other
transfer-related  fees,  charges or  assessments of any  Governmental  Authority
which become payable in connection  with the  transactions  contemplated by this
Agreement.

     5.5 FURTHER ACTION.  Each Party will execute and deliver such documents and
instruments  and take such  further  actions and do such  further  things as any
other  Party  may  reasonably   request  to  further  and  give  effect  to  the
transactions contemplated by this Agreement.

     5.6 TERMINATION OF INTERNATIONAL  DISTRIBUTION  AGREEMENT.  Effective as of
the time of the Closing,  and without further notice by or to any party thereto,
the International  Distribution Agreement is hereby terminated and of no further
force or effect, without payment of any penalty or other amount or the incurring
of any other liability or obligation by either party thereto; PROVIDED, however,
that such  termination  will not cancel or limit the respective  obligations and
liabilities  of Buyer and Zengen as they existed  before such  effective date of
termination.

     5.7 CHANGE OF GEL TECH ENTITY NAMES.  Before the Closing Date, Sellers will
change  or cause to be  changed  the name  (including  any  informal  or  "doing
business as" name) of each entity owned or  controlled  by either of them or any
Affiliate thereof (including, without limitation,  Gel-Tech Industries, Inc.) to
a name that does not include the words "Gel Tech", "Gel-Tech",  "GelTech" or any
similar  formulation or spelling of such name.  After the Closing Date,  Sellers
will cease, and will cause their respective directors,  officers,  employees and
agents to cease, conducting any business or other activities under any variation
of the "Gel Tech" name.

                                    ARTICLE 6
                                 INDEMNIFICATION

     6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Subject to the limitations
and other  provisions of this  Agreement,  the  representations  and  warranties
contained  in this  Agreement  will  survive the Closing for the duration of the
applicable  claim  periods  described in SECTION 6.6.  Buyer's  right to rely on
Sellers'   representations   and  warranties   contained   herein  and  to  seek
indemnification  from Sellers  under this ARTICLE 6 for any breach  thereof will
not in any way be affected by Buyer's  ownership  interest in the Company before
the Closing.

     6.2 INDEMNIFICATION BY SELLERS. Sellers hereby jointly and severally agree,
subject  to the  other  terms  and  conditions  of this  ARTICLE  6, to  defend,
indemnify  and  hold  harmless  Buyer  and its  Affiliates,  and  its and  their
officers, directors, managers, employees, agents, successors and assigns (each a
"BUYER INDEMNIFIED  PARTY") from and against all liabilities,  losses,  damages,
claims,  penalties,  fines, costs,  interest and expenses (including  reasonable
attorney's fees and expenses)  (collectively,  "BUYER LOSSES") actually incurred
by any Buyer  Indemnified  Party arising out of, based on or in connection  with
(i) the breach of any representation or warranty of Sellers in this Agreement or
in any agreement,  document, instrument or certificate executed and delivered by
Sellers (or either of them) pursuant hereto;  PROVIDED,  however,  that Sellers'

                                       25
<PAGE>
aggregate indemnification liability under this SECTION 6.2 for any and all Buyer
Losses  arising  out of,  based on or in  connection  with any  such  breach  of
representation  or warranty will not exceed Three Million Dollars  ($3,000,000),
or (ii) the breach of any covenant or agreement of Sellers in this  Agreement or
any other agreement,  document, instrument or certificate executed and delivered
by Sellers (or either of them) pursuant hereto.

     6.3  SUPPLEMENTAL  INDEMNIFICATION  BY SELLERS.  Sellers hereby jointly and
severally agree, subject to the other terms and conditions of this ARTICLE 6, to
indemnify and reimburse  the Buyer  Indemnified  Parties for forty percent (40%)
(but not more than forty percent (40%)) of the aggregate amount of:

          (a) all Buyer Losses that are actually  incurred by the Company or any
     Buyer  Indemnified Party in respect of or in connection with any matter (i)
     for  which  Sellers  have  given  a  representation  and  warranty  in this
     Agreement that is qualified by knowledge,  (ii) where Sellers had no actual
     knowledge of the matter giving rise to such Buyer  Losses,  and (iii) where
     there was no breach by Buyer of its  representation and warranty in SECTION
     4.7; and

          (b) all other  Buyer  Losses  that are  incurred by the Company or any
     Buyer  Indemnified  Party relating to or in connection with (i) any action,
     event or  circumstance  arising,  occurring or accruing  before the Closing
     Date of which neither Sellers nor Buyer had actual knowledge as of the date
     of this  Agreement,  or (ii) any  action,  event or  circumstance  arising,
     occurring or accruing before the Closing Date of which Sellers or Buyer did
     have actual  knowledge as of the date of this  Agreement  but in respect of
     which neither Sellers nor Buyer had actual knowledge as of the date of this
     Agreement of the liabilities,  losses, damages, claims,  penalties,  fines,
     costs, interest and expenses that ultimately arise therefrom;

PROVIDED,  however,  that  Sellers  will have no  obligation  to  indemnify  and
reimburse  the Buyer  Indemnified  Parties (or any of them) for any Buyer Losses
arising from or related to product  liability claims in respect of the Company's
Zicam(TM)  products  that arise or are  threatened  after  November  26, 2001 if
neither Seller had actual knowledge of such claims on or before such date.

     6.4  INDEMNIFICATION  BY BUYER.  Buyer hereby agrees,  subject to the other
terms and  conditions of this ARTICLE 6, to indemnify and hold harmless  Sellers
and  their  Affiliates,  and their  officers,  directors,  managers,  employees,
agents,  successors  and assigns  (each a "SELLER  INDEMNIFIED  PARTY") from and
against all liabilities,  losses,  damages,  claims,  penalties,  fines,  costs,
interest  and  expenses  (including  reasonable  attorney's  fees and  expenses)
(collectively,  "SELLER  LOSSES")  actually  incurred by any Seller  Indemnified
Party  arising  out of,  based on or in  connection  with (i) the  breach of any
representation  or  warranty  of Buyer in this  Agreement  or in any  agreement,
document,  instrument or  certificate  executed and delivered by Buyer  pursuant
hereto,  or (ii)  the  breach  of any  covenant  or  agreement  of Buyer in this
Agreement or any other agreement,  document,  instrument or certificate executed
and delivered by Buyer pursuant hereto.

                                       26
<PAGE>
     6.5 NOTICE OF, DEFENSE AND SETTLEMENT OF ACTIONS.

          (a) Promptly  after receipt by a Buyer  Indemnified  Party or a Seller
     Indemnified Party, as the case may be (hereinafter collectively referred to
     as an "INDEMNIFIED  PARTY"), of notice by a third party of any complaint or
     the commencement of any Action with respect to which such Indemnified Party
     may be  entitled  to receive  payment  under this  ARTICLE 6 from the other
     Party(ies)  (each such Party being an  "INDEMNIFYING  PARTY") for any Buyer
     Losses or Seller Losses (as the case may be), such  Indemnified  Party will
     notify  the   Indemnifying   Party  within  fifteen  (15)  days  after  the
     Indemnified Party's receipt of such complaint or notice of the commencement
     of such  Action;  PROVIDED,  however,  that the  failure  to so notify  the
     Indemnifying  Party  will  not  relieve  the  Indemnifying  Party  from any
     liability  under this ARTICLE 6, unless and except to the extent that,  the
     Indemnifying  Party can  demonstrate  that such  failure  to so notify  the
     Indemnifying  Party has resulted in prejudice to the  Indemnifying  Party's
     rights and/or defenses  otherwise  available to the Indemnifying Party with
     respect to such claim.  The  Indemnifying  Party will have the right,  upon
     written notice  delivered to the Indemnified  Party within twenty (20) days
     after the Indemnifying  Party's receipt of the Indemnified  Party's notice,
     to assume the defense of such complaint or Action, including the employment
     of counsel reasonably satisfactory to the Indemnified Party and the payment
     of  the  fees  and  disbursements  of  such  counsel.   If,  however,   the
     Indemnifying Party declines or fails to assume the defense of the Action or
     to employ counsel  reasonably  satisfactory  to the  Indemnified  Party, in
     either case within such twenty (20) day period, then such Indemnified Party
     may employ  counsel to  represent  or defend it in any such  Action and the
     Indemnifying  Party will pay the reasonable fees and  disbursements of such
     counsel as incurred;  PROVIDED,  however,  that the Indemnifying Party will
     not be required to pay the fees and  disbursements of more than one counsel
     for all Indemnified  Parties in any  jurisdiction in any single Action.  In
     any Action with respect to which indemnification is being sought hereunder,
     the Indemnified Party or the Indemnifying Party,  whichever is not assuming
     the  defense of such  Action,  will have the right to  participate  in such
     Action  and to retain its own  counsel at such  Party's  own  expense.  The
     Indemnifying  Party or the Indemnified Party (whichever assumes the defense
     of such  Action)  will at all  times  use  reasonable  efforts  to keep the
     Indemnifying Party or the Indemnified Party, as the case may be, reasonably
     apprised of the status of the defense of such Action,  and the  Indemnified
     Party and the  Indemnifying  Party will  cooperate  with each other in good
     faith with respect to the defense of any such Action.

          (b) No Indemnified Party may settle or compromise any claim or consent
     to the entry of any judgment with respect to which indemnification is being
     sought  hereunder  without the prior  written  consent of the  Indemnifying
     Party(ies),  unless  (i) the  Indemnifying  Party(ies)  fail to assume  and
     maintain the defense of such claim pursuant to SECTION 6.5(B), or (ii) such
     settlement,  compromise  or consent  expressly  includes  an  unconditional
     release by all  claimants  and the  Indemnified  Party of the  Indemnifying
     Party(ies)  from all liability  arising out of such claim.  An Indemnifying
     Party  may not,  without  the  prior  written  consent  of the  Indemnified
     Party(ies),  settle or compromise  any claim or consent to the entry of any
     judgment with respect to which  indemnification  is being sought  hereunder
     unless  such  settlement,  compromise  or  consent  expressly  includes  an
     unconditional  release by all claimants and the  Indemnifying  Party of the

                                       27
<PAGE>
     Indemnified  Party(ies)  from all  liability  arising out of such claim and
     does not contain any equitable order,  judgment or term which in any manner
     affects,  restrains or interferes  with the business,  affairs or assets of
     the Indemnified Party or any Affiliate of the Indemnified Party(ies).

          (c) If an  Indemnified  Party  claims  a  right  to  payment  from  an
     Indemnifying  Party pursuant to this ARTICLE 6, such Indemnified Party will
     send written notice of such claim to that  Indemnifying  Party. Such notice
     will  specify  in  reasonable  detail  the  basis  for such  claim and make
     appropriate  references to the applicable provisions of this Agreement.  As
     promptly as possible after the Indemnified Party has given such notice, the
     Indemnified  Party and the  Indemnifying  Party to which  such  notice  was
     delivered  will  establish  the  merits and amount of such claim (by mutual
     agreement,  litigation,  arbitration  or  otherwise)  and,  within five (5)
     Business  Days  after the final  determination  of the merits and amount of
     such claim, the Indemnifying  Party(ies) will pay to the Indemnified Party,
     in immediately available funds, an amount equal to such claim as determined
     hereunder.

     6.6 CLAIMS  THRESHOLD.  An  Indemnified  Party may not assert any claim for
Indemnification  against the Indemnifying  Party(ies) under this ARTICLE 6 until
the value of the  Indemnified  Party's claim,  alone or coupled with the past or
present claims of such Indemnified Party or other Indemnified  Parties,  exceeds
Twenty-Five Thousand Dollars ($25,000) in the aggregate; PROVIDED, however, that
once such threshold  amount is exceeded,  such threshold amount will be included
in the  Indemnified  Party's(ies')  claims,  and will not represent a deductible
from such claims.

     6.7  LIMIT  ON  LIABILITY  OF  INDEMNIFYING  PARTY(IES).  The  Indemnifying
Party's(ies')  aggregate liability for indemnification claims under this ARTICLE
6 will be limited to the aggregate amount  outstanding and unpaid by Buyer under
the  Promissory  Note as of the date on which any such claim is first made by an
Indemnified Party against the Indemnifying  Party(ies);  PROVIDED,  however,  no
such limit on the Indemnifying  Party's(ies')  liability will apply to any claim
based on fraud or willful misconduct.

     6.8 CLAIM PERIOD; SURVIVAL. No claim for indemnification under this ARTICLE
6 may be asserted by any  Indemnified  Party after November 30, 2003,  being the
date on which Buyer's final payment  obligations  under the Promissory  Note are
due  and  payable.  Notwithstanding  the  foregoing  sentence,  all  claims  for
indemnification   made  under  this  ARTICLE  6  which   satisfy  the  threshold
requirements  provided in SECTION 6.6 and for which proper  notification  of the
Indemnifying  Party(ies) has been made by an Indemnified  Party before the close
of business  on November  30,  2003 will  survive the  expiration  of such claim
period and will remain a basis for indemnification hereunder until such claim is
finally resolved or disposed of in accordance with the terms of this Agreement.

     6.9 LIMITATION ON INDEMNITY  AWARD. In no event will an Indemnifying  Party
be  liable  hereunder  to  indemnify  an  Indemnified  Party  for any  indirect,
incidental,  special,  consequential  or  punitive  damages  claimed  against an
Indemnifying Party, including, without limitation, damages in respect of loss of
profits or business opportunity,  suffered or incurred by the Indemnified Party,
whether such claim is made in contract or tort; PROVIDED,  however, that (i) the

                                       28
<PAGE>
limitation  set forth in this  SECTION  6.9 will not apply to any claim based on
fraud  or  willful  misconduct,  and  (ii) any  indirect,  incidental,  special,
consequential  or punitive damages paid or required to be paid by an Indemnified
Party to a third  party may be  included  in any  Indemnification  claim by that
Indemnified  Party as a claim for direct  damages and such claim will be payable
by the Indemnifying Party(ies),  subject to the other provisions of this ARTICLE
6.

     6.10 BUYER SET-OFF AGAINST FUTURE PAYMENT OBLIGATIONS.

          (a) Notwithstanding  any other provision of this Agreement,  Buyer may
     withhold  and  set-off  any amount  payable  by it to Sellers  under any of
     SECTIONS 2.2(B),  2.2(C), 2.3 through 2.5, inclusive or SECTION 2.7 against
     any amounts payable by Sellers (or either of them) to any Buyer Indemnified
     Party pursuant to a valid  indemnity claim made under this ARTICLE 6 or any
     other claim for damages validly made by Buyer against Sellers (or either of
     them),  which  set-off  amount (a "SET-OFF  AMOUNT")  will be determined in
     accordance with this SECTION 6.10.  Buyer may not withhold and set-off from
     amounts  payable by it under this  Agreement  and the  Promissory  Note any
     amount  greater  than the  Set-Off  Amount,  and Buyer will pay all amounts
     payable by it under this Agreement and the  Promissory  Note, in accordance
     with the terms hereof and thereof, that exceed any Set-Off Amount.

          (b) In order to exercise  its rights under this  SECTION  6.10,  Buyer
     must  deliver  written  notice of such  exercise  (a  "SET-OFF  NOTICE") to
     Sellers  setting  out in  reasonable  detail the  grounds on which Buyer is
     claiming  such  set-off,  including  (i) the factual basis of Buyer's claim
     against  Sellers,  (ii) the provisions of this Agreement,  if any, to which
     such claim  applies  or in  respect of which such claim is made,  and (iii)
     Buyer's  reasonable  estimate of the dollar value of such claim, if such an
     estimate  is  determinable.  The Set-Off  Notice may be  combined  with any
     notice given by Buyer under SECTION 6.5(C).  Buyer and Sellers will meet or
     correspond as soon as reasonably  practicable  after delivery by Buyer of a
     Set-Off Notice and will use reasonable efforts to negotiate a settlement or
     other  resolution  of Buyer's  claim.  If Buyer and  Sellers  are unable to
     resolve Buyer's claim, the Parties will use reasonable efforts to negotiate
     an agreed-upon Set-Off Amount. If Buyer and Sellers are unable to determine
     the Set-Off Amount within thirty (30) days after delivery to Sellers of the
     applicable  Set-Off  Notice and  Buyer's  claim for set-off  exceeds  Seven
     Hundred and Fifty Thousand Dollars  ($750,000),  any Party may seek to have
     such matter  resolved by  arbitration  or other  legal  proceeding,  in the
     manner provided by SECTION 6.10(C). Buyer and Sellers acknowledge and agree
     that while the  validity  of Buyer's  claim  against  Sellers (or either of
     them),  including  any  corresponding  set-off  claim,  may  be  determined
     judicially  in  accordance  with SECTION 7.9,  Buyer need not wait for such
     judicial  determination  before  invoking  its  set-off  rights  under this
     SECTION 6.10.

          (c) Any dispute relating to the determination of any Set-Off Amount as
     described in SECTION 6.10(B) shall be settled and determined as follows:

               (i) If the  Set-Off  Amount  claimed  by Buyer is less than Seven
          Hundred and Fifty Thousand Dollars  ($750,000),  the dispute as to the
          Set-Off Amount will be determined  through the state or federal Courts
          of Maricopa County in the State of Arizona.

                                       29
<PAGE>
               (ii) If the  Set-Off  Amount  claimed  by  Buyer  is  equal to or
          greater than Seven Hundred and Fifty Thousand Dollars ($750,000),  the
          dispute as to the Set-Off  Amount will be determined by arbitration in
          Phoenix Arizona before a single arbitrator  appointed jointly by Buyer
          and Zengen (acting reasonably) pursuant to the commercial  arbitration
          rules of the American  Arbitration  Association in effect at the time.
          The Parties agree that any Person who has a financial  interest in the
          dispute or who is an officer,  agent, attorney or employee of any such
          Person or is  "related to or  affiliated  with" any such Person may be
          appointed as an arbitrator in the dispute.  Any such  arbitration will
          be limited to the  determination  of such Set-Off  Amount and will not
          adjudicate the validity of the actual  claim(s) of Buyer on which such
          Set-Off Amount is based or any other matter.

               (iii) The  determination  by an  arbitrator  or  Maricopa  County
          federal or state court of the Set-Off Amount will be final and binding
          on the Parties. Each Party agrees to pay its own costs and expenses of
          arbitration  or  other  court  proceedings,  including  the  fees  and
          expenses of its own legal counsel, experts and evidence.  However, the
          Parties will share  equally the  administrative  and hearing costs and
          arbitrator's fees of any arbitration proceeding.

                                    ARTICLE 7
                                  MISCELLANEOUS

     7.1 ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire,  final and
complete  agreement  among the Parties with respect to the subject matter hereof
and   supersedes   all   prior   agreements,   representations,    negotiations,
communications and understandings, whether written or oral, between or among any
of the Parties with respect to the subject  matter  hereof,  including,  without
limitation,  the  Memorandum of  Understanding  dated October 26, 2001 among the
Parties. No Party will be bound by or liable for any statement,  representation,
promise,  inducement,  or understanding of any kind whatsoever not expressly set
forth in this Agreement or in an agreement entered into pursuant hereto.

     7.2 NO WAIVER,  DISCHARGE.  The failure of any Party to enforce at any time
any provision of this Agreement, including the election of such Party to proceed
with the Closing  despite a failure of any  condition  to such  Party's  closing
obligations  to occur,  will in no way be  construed  to be a waiver of any such
provision,  nor in any way to affect the validity of this  Agreement or any part
hereof or the right of such  Party  thereafter  to  enforce  each and every such
provision. No waiver of any breach of this Agreement will be held to be a waiver
of any other or subsequent breach.

     7.3 JOINT  PREPARATION;  INTERPRETATION.  This Agreement will be considered
for all  purposes  as having  been  prepared  through  the joint  efforts of the
Parties.  No presumption will apply in favor of any Party in the  interpretation
of this Agreement or in the resolution of any ambiguity of any provision  hereof
based  on  the   preparation,   substitution,   submission  or  other  event  of
negotiation,  drafting or execution  hereof.  The Parties  acknowledge  that the
Schedules to this Agreement were prepared jointly by Buyer and Sellers.

                                       30
<PAGE>
     7.4  MODIFICATION  AND  AMENDMENT.  This  Agreement  may not be modified or
amended except by an instrument in writing executed by authorized representative
of each Party.

     7.5 NOTICES.  Except as otherwise  provided in this Agreement,  any notice,
communication  or other document  required or permitted to be given or delivered
hereunder  must be in writing  and  delivered  by hand  (including  delivery  by
commercial  courier  service),  by  registered  or certified  U.S. mail (postage
prepaid,  return receipt requested) or electronic facsimile  transmission to the
applicable address(es) specified below:

     if to Zengen or Zensano, to:

          Zengen, Inc.
          21800 Oxnard Street, Suite 980
          Woodland Hills, California 91367
          Attention: Matthew C. Lipton
          Fax: (818) 884-5988

     with a copy to:

          Morgan, Lewis & Bockius LLP
          300 South Grand Avenue, Suite 2200
          Los Angeles, California
          90071-31323
          Attention: Matthew Burns
          Fax: (213) 612-2554

     if to Buyer, to:

          Gum Tech International, Inc.
          2375 East Camelback Road, Suite 500
          Phoenix, Arizona 85016
          Attention: President
          Fax: (602) 387-4112

     with a copy to:

          Snell & Wilmer L.L.P.
          One Arizona Center
          400 E. Van Buren Street
          Phoenix, Arizona 85004
          Attention: Samuel C. Cowley
          Fax: (602) 382-6070

     Any notice which requires  action or response by the receiving Party within
a  contractually  or  statutorily  defined time must  reference  the contract or
statutory  provision  relied upon and must  identify the date on or before which

                                       31
<PAGE>
such  action or  response  is  required.  Any notice  which  requires  action or
response  in less than  thirty  (30) days must be  served  both by  same-day  or
overnight courier and electronic  facsimile  transmission:  Any Party may change
its mailing  address by notice to all other  Parties  given in the manner herein
prescribed.  Any notice,  communication  or document  delivered  pursuant to the
provisions  hereof will be deemed to have been  delivered,  if mailed,  upon the
earlier  of (i)  actual  receipt  by the  addressee,  (ii) the date shown on the
return  receipt of such mailing,  or (iii) three (3) Business Days after deposit
in the mail. Any notice,  communication or document delivered by hand (including
commercial  courier  service)  will be deemed to have  been  delivered  upon the
earlier of (i) actual receipt by the addressee,  and (ii) the first Business Day
after  deposit of such  notice,  communication  or  document  with such  courier
service. Any notice, communication or document delivered by electronic facsimile
will be deemed to have been  delivered  when sent  (provided that a transmission
record is maintained by the sending  Party),  so long as it was received  during
the receiving  Party's  normal working hours (8:00 a.m. to 5:00 p.m. local time)
on a Business Day, and  otherwise  such delivery will be deemed to be made as of
the next succeeding Business Day.

     7.6  EXPENSES.  Each  Party  will be  responsible  for and will pay its own
legal,  accounting  and other  professional  fees,  and other costs and expenses
incurred by such Party in connection  with the  negotiation  and  preparation of
this Agreement and the consummation of the transactions contemplated hereby.

     7.7 DATES AND TIMES.  Dates and times set forth in this  Agreement  for the
performance of the Parties'  respective  obligations will be strictly construed,
time being of the essence of this  Agreement.  All  provisions in this Agreement
which  specify  or  provide  a  method  to  compute  a  number  of days  for the
performance,  delivery,  completion  or  observance  by a Party  of any  action,
covenant,  agreement,  obligation  or  notice  hereunder  will mean and refer to
calendar days,  unless otherwise  expressly  provided.  If the date specified or
computed  under this  Agreement  for the  performance,  delivery,  completion or
observance of a covenant,  agreement,  obligation or notice by any Party, or for
the occurrence of any event provided for herein,  is a day other than a Business
Day, then the date for such  performance,  delivery,  completion,  observance or
occurrence  will  automatically  be extended to the next  Business Day following
such date.

     7.8 GOVERNING LAW. This  Agreement  will be governed by and  interpreted in
accordance  with the laws of the State of  Arizona,  including  all  matters  of
construction,  validity,  performance and enforcement,  without giving effect to
principles of conflict of laws.

     7.9 FORUM FOR DISPUTES.  All disputes arising out of, with respect to or in
connection with this Agreement or any of the  agreements,  instruments and other
documents  entered  into  or  delivered  in  connection  herewith  or any of the
transactions  contemplated  hereby will be instituted and maintained only in the
state or federal courts of Maricopa County in the State of Arizona.

     7.10 SPECIFIC PERFORMANCE.  The Parties acknowledge that the rights of each
Party to consummate the transactions contemplated by this Agreement are special,
unique and of extraordinary  character,  and that if any Party violates or fails
or  refuses  to  perform  any  covenant  or  agreement  made  by  it  herein,  a
non-breaching Party may be without an adequate remedy at law. Accordingly,  each
Party  agrees  that if any Party  violates  or fails or refuses  to perform  any

                                       32
<PAGE>
covenant or agreement made by such Party herein, any non-breaching Party may, in
addition  to any  remedies  it may have at law or in equity for damages or other
relief,  institute and prosecute an action to enforce  specific  performance  of
such covenant or agreement or seek any other equitable relief.

     7.11 SUCCESSORS AND ASSIGNS.  This Agreement will be binding upon and inure
to the  benefit of the  Parties  and their  successors  and  permitted  assigns;
PROVIDED,  however,  that no  Party  may  assign  its  rights  or  delegate  its
obligations under this Agreement, in whole or in part, without the prior written
consent of each other Party,  which consent will not be  unreasonably  withheld.
Notwithstanding  any of the foregoing,  Buyer may assign its rights and delegate
its obligations hereunder to a wholly-owned subsidiary without Sellers' consent,
provided  that such  assignment  and  delegation  will not relieve  Buyer of its
obligations hereunder.

     7.12 THIRD PARTY BENEFIT.  Nothing in this  Agreement,  express or implied,
will confer on any Person other than the Parties or their respective  successors
and permitted assigns,  any right,  remedy,  obligation or liability under or by
reason of this Agreement.

     7.13 SEVERABILITY.  If any provision of this Agreement,  or the application
of any such provision to any Person or circumstance, is held to be unenforceable
or invalid under any applicable Law or pursuant to any  Governmental  Order, the
Parties  will  negotiate  an  equitable  adjustment  to the  provisions  of this
Agreement  with the view to  effecting,  to the greatest  extent  possible,  the
original  purpose and intent of this Agreement,  and in any event,  the validity
and  enforceability  of the remaining  provisions of this  Agreement will not be
affected thereby.

     7.14 COUNTERPARTS.  This Agreement may be executed,  in original form or by
electronic  facsimile  signature,  and delivered in any number of  counterparts,
each of  which  will be  deemed  as  original  and all of  which  together  will
constitute one and the same instrument.

                (REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

                                       33
<PAGE>
     IN WITNESS  WHEREOF,  each of the Parties has caused this  Agreement  to be
executed as of the date first above written.


ZENGEN, INC.

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


ZENSANO, INC.

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


GUM TECH INTERNATIONAL, INC.

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

                                       34