Exhibit 10.12(a) - Acquisition Agreement - BioProgess (UK)

An AGREEMENT dated this 19th day of November, 1997.  BETWEEN:

(1)  BIOPROGRESS  TECHNOLOGY  INTERNATIONAL,  INC.,  (the  Company),  a  company
registered in Nevada,  United States of America,  having offices situate at 1999
Broadway,   Suite  3235,  Denver,  Colorado  80202.  (2)  THE  JADE  PARTNERSHIP
INTERNATIONAL,  INC., (JPI) a company  registered in Delaware and having offices
situate  at 9055  Huntcliff  Trace,  Atlanta,  Georgia  30350.  (3)  BARRY  JOHN
MUNCASTER (BJM) an individual  residing at 8 Burling Walk,  Milton,  Cambs., CB4
6DX,  England.  (4) MALCOLM DAVID BROWN (MDB) an  individual  residing at 87 The
Lammas,  Mundford,  Norfolk IP26 5DS England.  (5) JAMES TIMOTHY CHAPMAN LONGLEY
(JTCL) an individual  residing at 33B Marryat  Square,  Wyfold Road,  London 5W6
6UA, England.  (6) EDWARD ZBIGNEW NOWAK (EZN) an individual  residing at 4 Davey
Close, Impington, Cambs., England. (7) JOE MUNCASTER (JM) an individual residing
at 8 Burling Walk, Milton, Cambs., CB4 6DX, England.

WHEREAS: (A) The Company wishes to purchase for valuable consideration an option
(the Option as hereinafter  defined) to acquire all shares beneficially owned by
the other parties  hereto in  BioProgress  Technology  Limited  (BTL), a company
registered in England,  and upon the terms and conditions set forth herein.  (B)
Each of JPI, BJM, MDB,  JTCL,  EZN and JM wish to grant to the Company an option
to acquire all shares  beneficially owned respectively by them in BTL. BJM, MDB,
JTCL and EZN are the only  Directors of BTL and  individually  and  collectively
they wish to give the Company their irrevocable  undertaking to recommend to all
shareholders in BTL the offer (the Offer as hereinafter defined) to be submitted
by the Company at the time it exercises the Option granted hereunder. JPI owns a
beneficial interest in the controlling number of shares of BTL and JPI wishes to
grant BTI an option to acquire such interest.

1. OPERATIVE  PROVISIONS In this  Agreement,  the following terms shall have the
following meanings unless the context otherwise  requires:  Effective Date - The
date hereof.  Completion  - Exercise of the Option by the Company and  exchange,
delivery and registration of the Consideration Shares and exchange, delivery and
registration  of the BTL  Shares.  Option - An option to  purchase  one share of
common stock in BTL by way of a share  exchange  for one and one-half  shares of
common  stock in the Company  Exercise  Date - 30 June,  1998.  Offer - An offer
submitted in writing by the Company to all registered shareholders in BTL at the
time said offer is made and which offers to purchase by way of a share  exchange
all shares of common stock  beneficially  owned by said shareholders on the same
terms and conditions as the Option.  Consideration  Shares - Ordinary  shares of
common stock in the Company  which shall be delivered to the Vendors in exchange
for shares of common  stock in BTL  pursuant  to the  Offer.  BTL Shares - Those
shares of BTL owned by the Vendors or in which they have a beneficial  interest.
Agreement - This Agreement. Vendors - Collectively, JPI, BJM, MDB, DB, JTCL, EZN
and JM. Authorised Vendor - JPI.

1.2 Number and Gender Terms: In construing  this  Agreement,  feminine or neuter
pronouns shall be substituted  for those masculine in form and vice versa in any
place where the context so requires,  and plural terms shall be substituted  for
singular and singular for plural in any place where the context so requires.

2.  GRANT OF OPTION

2.1 The Vendors do individually and collectively hereby grant to the Company the
Option to purchase the BTL Shares.

3.  CONSIDERATION

3.1  Consideration  for this Agreement shall be the mutual  undertakings  hereby
given and  received,  the  sufficiency  of which is hereby  acknowledged  by the
Parties.

4.  AUTHORISED VENDOR

4.1 The Vendors  hereby  nominate and authorise  JPI to act as their  Authorised
Vendor in all matters  relating to the subject matter of this Agreement,  and to
execute,  sign and deliver all  documents  as may be required and to perform all
acts and to do all  things  deemed  necessary  by JPI in order to  properly  and
effectively deliver the obligations of the Vendors hereunder, and the Vendors do
hereby  irrevocably  appoint and  constitute JPI as the Vendors' true and lawful
attorney  with full power (in the name of the Vendors or  otherwise)  to execute
the documents referred to earlier in this clause for the purpose of securing and
putting into effect the intent of this Agreement such authority and  appointment
shall  take  effect as an  irrevocable  appointment  pursuant  to the  Powers of
Attorney  Act 1971  Section  4.

4.2 The  Vendors  do hereby  collectively  and  individually  covenant  with and
undertake with JPI to indemnify JPI and to hold JPI free from any and all claims
and liabilities, whether actual or contingent, and no matter how arising related
to JPI's appointment as Authorised Vendor.

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5.  EXERCISE OF OPTION

5.1 The Company  may, at any time on or before close of business on the Exercise
Date, exercise the Option in the following manner:

5.1.1 by notice in writing to the Vendors; and,

5.1.2 by delivery of the  Consideration  Shares in  accordance  with Schedule 1;
and,

5.1.3 by registering the Consideration Shares in the names of the Vendors; and,

5.1.4 by contemporaneously delivering the Offer to all registered and beneficial
owners of BTL's  common  stock as shall be  registered  at the time the Offer is
made.

5.2 Upon  satisfaction  of the provisions of sub-clause  5.1, and subject to the
provisions of Clause 6, the Vendors shall deliver to the Company the BTL Shares,
along with a signed stock  transfer form in respect of the full amount of shares
held by them.

5.3 Upon satisfaction of the provisions of sub-clause 5.1, BJM, MDB, JTCL and EN
shall deliver to all  registered  shareholders  of common stock in BTL, save for
the  Vendors,  a letter  prepared  on behalf of the  board of  directors  of BTL
unanimously recommending acceptance of the Offer.

6.  CONDITIONS PRECEDENT OF THE VENDORS

6.1 Completion shall be subject to the following conditions precedent:

6.1.1 The  Company  shall  deliver to the  Vendors a copy of its latest  audited
financial  statements and  management  accounts in respect of any whole calendar
month following completion of its audited financial statements,  and following a
review thereof,  the Vendors shall have the right, at their sole discretion,  to
terminate this Agreement  without liability or recourse if the Vendors determine
such audited  financial  statements or management  accounts to be unsatisfactory
for any reason;  and,

6.1.2  during the term of this  Agreement  the  Company  shall at all times have
available under the absolute  control of its directors such number of authorised
shares of its common stock as shall be required to effect Completion; and,

6.1.3 the  Company  shall not have  created or  allowed to persist  any class of
stock other than common shares; and,

6.1.4 save for the provisions of sub-clause  6.1.5, the maximum number of shares
of common stock in the Company which shall be issued and outstanding immediately
prior to Completion  shall be FIVE MILLION  (5,000,000),  and at Completion  the
Company  shall not have  entered into any  agreement  with any third party which
would  conflict with the  provisions of this  sub-clause had such agreement been
exercised or made effective; and,

6.1.5 the Company shall have  completed or shall be in a position to complete at
Completion  the sale of such number of shares of its common stock at a price not
less than FIVE  DOLLARS ($5) per share so as to generate the sum of FOUR MILLION
DOLLARS  ($4,000,000) net of all costs,  expenses,  commissions and fees paid or
incurred relative thereto.

6.2 The Vendors may, at their sole discretion,  waive,  amend, vary or otherwise
agree to change any or all of the conditions  precedent set forth in this Clause
6.

7  CONDITIONS PRECEDENT OF THE COMPANY

7.1 Completion shall be subject to the following conditions precedent:

7.1.1 BTL shall  deliver to the Company a copy of its latest  audited  financial
statements  and  management  accounts  in  respect of any whole  calendar  month
following completion of its audited financial statements, and following a review
thereof, the Company shall have the right, at its sole discretion,  to terminate
this  Agreement  without  liability  or recourse if it  determines  such audited
financial statements or management accounts to be unsatisfactory for any reason;
and,

7.1.2 BTL shall not have  created or allowed to persist any class of stock other
than common shares; and,

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7.1.3 the maximum  number of shares of common stock in BTL which shall be issued
and  outstanding  at  Completion  shall  be TEN  MILLION  ONE  HUNDRED  THOUSAND
(10,100,000),  and at  Completion  BTL shall not have entered into any agreement
with any third party which would conflict with the provisions of this sub-clause
had such agreement been exercised or made effective.

7.2 BTL may, at its sole discretion,  waive,  amend,  vary or otherwise agree to
change any or all of the conditions precedent set forth in this Clause 7.

8.  TERM AND TERMINATION

8.1 This  Agreement  shall be in effect from the Effective Date through close of
business on the Exercise Date.

8.2 In the event that for any or no reason the  Company  fails to  exercise  the
Option in accordance with the provisions of this Agreement, in full and on time,
time being of the essence,  then this Agreement  shall forthwith lapse and shall
cease to be of any  effect  without  liability  of any party to any other  party
hereto.

9.  GENERAL

9.1 This Agreement shall be binding upon and enure to the benefit of the parties
hereto  and  their  respective  legal  successors  but shall  not  otherwise  be
assignable  by any party  without the written  consent of the other party,  such
consent not to be unreasonably withheld.

9.2 No variation or amendment of this Agreement shall bind any party unless made
in writing and agreed to in writing by duly  authorised  representatives  of the
parties.

9.3 Wherever possible,  each provision of this Agreement shall be interpreted in
such a manner as to be  effective  and valid under  applicable  law,  but if any
provision  hereof shall be  prohibited  or invalid  under  applicable  law, such
provision  shall be ineffective to the extent of such  prohibition or invalidity
without  invalidating the remainder of such provision or remaining provisions of
this Agreement.

9.4 The headings in this Agreement are for convenience only and are not intended
to have any legal effect.

9.5 A failure by any party  hereto to exercise  or enforce any rights  conferred
upon it by this Agreement  shall not be deemed to be a waiver of any such rights
or operate so as to bar the exercise or  enforcement  thereof at any  subsequent
time or times.

9.6 This  Agreement  contains  the  whole  agreement  between  the  parties  and
supersedes  any and all  prior  written  or oral  agreement(s)  between  them in
relation to its subject matter.

9.7 This  Agreement  may be  executed in seven (7)  counterparts,  each of which
shall be deemed an original,  but which  together  shall be deemed to constitute
one (1) and the same agreement.

9.8 Time shall be of the essence throughout this Agreement.

10.  NOTICES

10.1 Any and all notices required or permitted hereunder shall be in writing and
sent to the  intended  recipient  at its  address  set forth  herein,  either by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
facsimile  transmission  (and  any  such  notice  shall  be  confirmed  promptly
thereafter  by  personal  delivery  or  mailing  in  accordance  with the  other
provisions of this Clause,  but such confirmation  delivery shall not affect the
date on which such notice shall have been given), overnight delivery service, or
personal delivery.  Each such notice shall be effective (i) if given by mail, as
of three (3) business  days after such notice or  communication  is deposited in
the United States Mail, (ii) if given by facsimile communication, as of the date
on which such notice is  transmitted  to the facsimile  number herein  specified
below,  (iii)  if sent for  overnight  delivery  via  Federal  Express  or other
reputable national  overnight delivery service,  one (1) business day after such
notice or  delivery is  entrusted  to such  service,  with  recipient  signature
required, or (iv) if personally delivered,  when delivered at the address of the
intended  recipient.  Any party may change the  address or  facsimile  number to
which notices or other  communications  hereunder are to be delivered or sent by
giving  the other  party  notice in the  manner  set forth  herein.  Any  notice
required to be made within a stated  period of time shall be  considered  timely
mailed if deposited before midnight of the last day of the stated period.

<PAGE>


(a) If to the Vendors: The Jade Partnership International,  Inc., 9055 Huntcliff
Trace,  Atlanta,  GA 30350;  Facsimile:  (+01)  770 594 8613;  and (b) If to the
Company: Mark Pierce, 4221 E. East Pontatoc Canyon Drive, Tucson, Arizona 85718,
Facsimile: (+01) 520 529 6799

16.  GOVERNING LAW

16.1 This  Agreement  shall be governed by and construed in accordance  with the
laws  of  England  and  Wales  and  the  parties  do  hereby  submit  themselves
exclusively to this jurisdiction.


AS WITNESS the hands of the parties the day and year first written above.

Signed:______________________________
Duly authorised for and on behalf of

BIOPROGRESS TECHNOLOGY, INC.

Signed:______________________________

Duly authorised for and on behalf of

THE JADE PARTNERSHIP INTERNATIONAL, INC.

Signed:______________________________
BARRY JOHN MUNCASTER

Signed:______________________________
MALCOLM DAVID BROWN

Signed:______________________________
JAMES TIMOTHY CHAPMAN LONGLEY

Signed:______________________________
EDWARD ZBIGNEW NOWAK

Signed:______________________________
JOE MUNCASTER

<PAGE>

     Exhibit 10.12(b) - Amendment to Acquisition Agreement - BioProgess (UK)

An AGREEMENT dated this 30th day of June 1998, between:

BIOPROGRESS TECHNOLOGY  INTERNATIONAL,  INC., (BTI), a corporation registered in
the State of  Nevada,  having  offices at 1999  Broadway,  Suite  3235,  Denver,
Colorado 80202; and,

THE JADE PARTNERSHIP INTERNATIONAL, INC., (JPI), a corporation registered in the
State of Delaware,  having offices at 9055  Huntcliff  Trace,  Atlanta,  Georgia
30350.

WHEREAS:
BTI, JPI et al, are parties to a Share Purchase Option Agreement (the Agreement)
dated 31st October, 1997.

Pursuant to Clause 4 of the  Agreement,  JPI has the power of attorney to act on
and to deal with all matters relative to or arising from the Agreement on behalf
of the other parties, excluding BTI. Pursuant to Clause 6 and to Clause 7 of the
Agreement, BTI and JPI wish to agree to waive, vary and amend certain provisions
of the Agreement.

IT IS HEREBY AGREED AS FOLLOWS:
Definitions in this Agreement shall have the same meanings as Definitions in the
Agreement.

In  consideration  of the mutual  obligations,  undertakings  and other benefits
hereby  delivered and received,  the sufficiency of which is acknowledged by the
parties hereto, then:

1. Pursuant to subclause 7.1.3 of the Agreement, BTI agrees to amend the maximum
number of shares of common stock in BTL which shall be issued and outstanding at
Completion  from TEN  MILLION  ONE  HUNDRED  THOUSAND  (10,100,000),  to SIXTEEN
MILLION (16,000,000).

2.  Pursuant  to  Subclause  6.1.5 of the  Agreement,  JPI  agrees  to waive the
condition  precedent under which the Company shall have completed or shall be in
a position to complete  at  Completion  the sale of such number of shares of its
common  stock at a price  not less  than  FIVE  DOLLARS  ($5) per share so as to
generate  the  sum of  FOUR  MILLION  DOLLARS  ($4,000,000)  net  of all  costs,
expenses, commissions and fees paid or incurred relative thereto.

3. In  consideration  of JPI having  agreed to the waiver  pursuant  to Clause 2
hereof,  BTI undertakes at Completion to purchase debt incurred by BTL,  whether
actual or  contingent,  to a maximum of ONE MILLION  DOLLARS  ($1,000,000),  and
shall pay for such debt by the issue of ordinary shares of its common stock at a
value  equal to the  closing  inside bid price the day on which the  purchase of
said debt is made.

4. BTI and JPI both agree to change the Effective  Date from 30th June,  1998 to
31st March 1999.

5. All other terms and  conditions of the  Agreement  shall,  mutatis  mutandis,
remain in full force and effect.

6. This Agreement shall be governed by and construed in accordance with the laws
of England and Wales and the parties do hereby submit themselves  exclusively to
this jurisdiction.

AS WITNESS the hands of the parties the day and year first written above.

Signed:______________________________
Barry J. Muncaster, C. E. O.
Duly authorised for and on behalf of

BIOPROGRESS TECHNOLOGY, INC.

Signed:______________________________
James T. C. Longley, Director and C. F. O.
Duly authorised for and on behalf of
THE JADE PARTNERSHIP INTERNATIONAL, INC.