PHARMACEUTICAL PRODUCT LICENSE AND DISTRIBUTION AGREEMENT

This Agreement ("this Agreement") is made and entered into as of ____________, 1996, by and between Patent Laboratories Inc., a New York corporation, with its principal place of business located at _______________, New York, New York ("Patent Laboratories") and Pharmaceutical Co., a New Jersey corporation, with its principal place of business located at ______________ New Jersey ("Pharmaceutical").WHEREAS, Patent Laboratories is the owner of and has the right to grant licenses with respect to certain Technology (as hereinafter defined), the Trademark (as hereinafter defined), and the Product (as hereinafter defined);WHEREAS, Patent Laboratories wishes to grant to Pharmaceutical an exclusive license to the Technology and the Trademark solely for using and selling the Product in the Territory (as hereinafter defined) related to the Licensed Use (as hereinafter defined), and Pharmaceutical wishes to receive such a license, on the terms and subject to the conditions set forth in this Agreement;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Patent Laboratories and Pharmaceutical hereby agree as follows:

1. Definitions

1.1. "Affiliate" of a party means any corporation or other business entity directly or indirectly controlled by, or under common control with, such party; as used herein, the term "control" means possession of the power to direct, or cause the direction of the management and policies of a corporation or other entity whether through the ownership of voting securities, by contract or otherwise.1.2. "Licensed Use" means use of the Product as a weight loss drug.1.3 "Product" means Patent Laboratories's tablet product containing ___________ and any current or future modifications to the packaging of that product. For purposes of determining the quantity of Product pursuant to any of the terms of this Agreement, the number of Product for any particular situation is defined as the number of milligrams of the Product.1.4. "Technology" means Patent Laboratories's information and know-how related to the Product, which is relevant to the promotion, marketing and sale of the Product for the Licensed Use in the Territory, and which is provided to Pharmaceutical by Patent Laboratories pursuant this Agreement.1.5. "Territory" means, in the United States of America and its territories and possessions, both retail and wholesale sales outlets, including but not limited to drug stores, food stores, health food stores and mass merchandise outlets.1.6. "Trademark" means the mark "Waist-Be-Gone" United States application serial no. __________ (filed ________), and any other marks used by Pharmaceutical with the Product in the Territory during the term of this Agreement.

2. Exclusive License

2.1. Pursuant to the terms of this Agreement, Patent Laboratories hereby appoints Pharmaceutical as the exclusive licensee: (a) to market, sell and distribute the Product in the Territory, and (b) to use the Trademark and Technology in the Territory solely in connection with marketing, selling and distributing the Product, both solely for the Licensed Use in the Territory.2.2. For purposes of this Agreement, "exclusive" shall mean that Patent Laboratories will not directly or indirectly market, sell or distribute the Product to: (1) any other person or entity in the Territory for the Licensed Use in the Territory; or (2) any other person or entity outside the Territory to market, sell or distribute the Product for the Licensed Use in the Territory.

Patent Laboratories's retained rights in the Territory include, for example, the right to make, have made, and use the Product for marketing, sale and distribution outside the Territory, as well as the right to conduct any research and development activity.2.3. Pharmaceutical will not directly or indirectly market, promote, encourage, exploit, offer for sale or sell, or otherwise dispose of the Product: (a) outside the Territory; (b) for use outside the Territory; or (c) inside the Territory for use other than the Licensed Use, without prior written consent from Patent Laboratories.2.4. If, during the term of this Agreement, Patent Laboratories, Pharmaceutical, or jointly Patent Laboratories and Pharmaceutical, develop or otherwise acquire any modifications to the formulation of the Product that are able to be licensed, such modifications shall be the sole and exclusive property of Patent Laboratories; provided, that Pharmaceutical shall have the right of first offer as to royalty rates or license fees, including as to possible up-front payments, to become Patent Laboratories's exclusive licensee in the Territory with respect to those modifications, under substantially the same terms as those herein (other than royalty rate or license fee terms), except to the extent such terms are inconsistent with the modification.

3. Technology, Regulation, and the Market

3.1. Pharmaceutical shall promote, market, and sell the Product for the Licensed Use in the Territory. Patent Laboratories shall from time to time furnish Pharmaceutical with Technology as and to the extent Patent Laboratories reasonably determines to assist Pharmaceutical's efforts to promote, market, and sell the Product for the Licensed Use in the Territory.3.2. Patent Laboratories shall also furnish such additional Technology as Pharmaceutical may reasonably request in connection with any regulatory compliance regarding the promotion, marketing, or sale of the Product for the Licensed Use in the Territory.3.3. Patent Laboratories shall be responsible for all decisions and actions regarding regulatory matters relating to or involving the Product. Patent Laboratories shall, with respect to any such regulatory matters, (a) act as liaison with the FDA or other governmental authority; (b) prepare and make all submissions regarding the regulatory matter; (c) monitor all studies pertinent to the regulatory matter; and (d) obtain regulatory approvals, as reasonably deemed necessary by Patent Laboratories. Pharmaceutical shall promptly cooperate with Patent Laboratories with respect to such regulatory matters by providing data and information at Patent Laboratories's reasonable request. Nevertheless, Pharmaceutical shall maintain its own counsel for FDA or other regulatory matters, for the sole purpose of advising Pharmaceutical with regard to such regulatory matters and to any data, information, or suggestions that Pharmaceutical may provide to Patent Laboratories, either at Patent Laboratories's request or at Pharmaceutical's discretion.3.4. Each of the parties shall promptly notify the other party in writing of any technical or clinical advances, useful modifications, side effects, or new government regulations relating to the Product that shall come to its knowledge. Pharmaceutical must promptly inform Patent Laboratories of all actions and communications (even if believed by Pharmaceutical to be without foundation) by or threatened by a regulatory or other governmental authority in the Territory relating to the Product.3.5. Pharmaceutical shall notify Patent Laboratories promptly in writing of any new market trends in relation to the Product that shall come to its knowledge and of any new product which might be competitive with the Product together with full details thereof including prices and copies of any known promotional material.

4. Orders and Compensation

4.1. Procedures4.1.1. Pharmaceutical shall advise Patent Laboratories as to its immediate requirements for the Product as soon as possible after the date of this Agreement. Thereafter, Pharmaceutical shall advise Patent Laboratories on the last date of each successive calendar quarter, beginning with the quarter ending September 30, 1996, as to its estimated requirements of the Product for the following twelve-month period. Throughout the term of this Agreement, Pharmaceutical shall maintain inventories of the Product in the Territory that are reasonably sufficient to meet Pharmaceutical's then-current market requirements for a period of at least two (2) months.4.1.2. Notwithstanding any other terms of this Agreement, the minimum quantity of Product that Pharmaceutical may order at any time, or for any single delivery, is 10 million tablets.4.1.3. Upon receipt of a purchase order for Product from Pharmaceutical, Patent Laboratories shall use reasonable commercial efforts to meet the schedule for delivery requested by Pharmaceutical in its purchase order. Patent Laboratories shall notify Pharmaceutical's management just prior to the shipment of an order.4.1.4. Patent Laboratories shall have the Product delivered to Pharma-ceutical according to the delivery procedure agreed upon by the parties.4.1.5. Pharmaceutical shall be billed for the Product once an order has been shipped. All shipments will be made at Pharmaceutical's direction, cost and responsibility. Payment is due to be received by Patent Laboratories within forty-five (45) days of the billing date. Late payments will be subject to interest from the date of shipping, at a rate of twelve (12) percent annual interest, compounded monthly.4.2. Minimum Orders4.2.1. Threshold Quantity: If the number of Product purchased by Pharmaceutical from Patent Laboratories does not in the three-year period (three "Years") beginning on September 1, 1996, or in any twelve-month period beginning on, or on any annual anniversary of, September 1, 1998, (each a "Year"), meet or exceed the minimum order for that period (as defined below), Pharmaceutical shall, at its option, either (a) buy the quantity of Product required to meet that period's minimum, or (b) pay to Patent Laboratories the net profit that Patent Laboratories would have obtained from the sale of that minimum quantity of Product, at the rate of $_________ per tablet, or a higher rate if and to the extent that Patent Laboratories may reasonably determine that the then-current rate is higher than $_________ per tablet. In addition, if at any time commencing with the fourth full Year (i.e., the twelve-month period beginning September 1, 1999), Pharmaceutical fails to purchase at least the then-minimum quantities of Product for each of two (2) consecutive Years, Patent Laboratories shall have the right to terminate this Agreement, or to convert this Agreement into a non-exclusive agreement, at Patent Laboratories's sole option.4.2.2. First Three Years: The minimum quantity of Product to be purchased by Pharmaceutical from Patent Laboratories within the first three Years of the date of this Agreement (September 1, 1996ÐAugust 31, 1999) shall be 35 million tablets.4.2.3. Fourth Year: The minimum quantity of Product to be purchased within the fourth Year (September 1, 1999ÐAugust 31, 2000) shall be 15 million tablets.4.2.4. Fifth and Subsequent Years: For each Year beginning with the fifth Year, the minimum quantity of Product to be purchased shall be the greater of (a) 95 percent of the quantity of Product actually purchased by Pharmaceutical in the immediately preceding Year, or (b) 20 million tablets.4.3. Payments

4.3.1. The price of the Product-per-tablet bought in any given Year, at the date of this Agreement, is:

Quantity of Tablets Price per Tablet_______ - ________ $ ______________ - ________ $ _______

5. Maintenance of Quality

5.1. Manufacturing StandardsPatent Laboratories shall be responsible for maintaining commercially acceptable quality control standards in all manufacturing relating to the Product it delivers to Pharmaceutical. Unless Pharmaceutical is at fault, including but not limited to, because of a failure to take reasonably prudent steps, or other steps reasonably suggested by Patent Laboratories, to protect the delivered Product, Patent Laboratories shall be responsible for and compensate Pharmaceutical for expenses incurred for any recall, and when necessary for replacement of Product failing to meet commercially acceptable standards.5.2. Use of Trademark5.2.1. Pharmaceutical agrees to use the Trademark in accordance with good customary trademark practice, and to avoid taking any action that would in any manner impair or detract from the value of the Trademark or the goodwill and reputation of Patent Laboratories. Pharmaceutical acknowledges Patent Laboratories's ownership of the Trademark and related goodwill, both in the Territory and outside the Territory.5.2.2. Quality and Maintenance of Standards. Pharmaceutical agrees that the nature and quality of all of Pharmaceutical's advertising, promotional, and other related uses of the Trademark pursuant to this Agreement shall conform to standards set by Patent Laboratories. Pharmaceutical agrees to cooperate with Patent Laboratories in facilitating Patent Laboratories's control of such nature and quality, and to supply Patent Laboratories in advance with specimens of all uses of the Trademark. Pharmaceutical also agrees to obtain Patent Laboratories's written permission regarding the nature and quality of each use of the Trademark, prior to such use, provided, however, that such permission shall be granted unless Patent Laboratories reasonably objects on the basis that the proposed use will impair the value of the Trademark or will otherwise fail to conform to the standards set by Patent Laboratories. If such permission or objection is not transmitted by Patent Laboratories within three (3) business days of Patent Laboratories's receipt of the request for permission along with the subject specimens, then Patent Laboratories shall be deemed to have granted permission in satisfaction of this section 5.2.2.5.2.3. Form of Use. Pharmaceutical agrees to use the Trademark only in the form and manner and with appropriate legends as approved from time to time by Patent Laboratories, and not to use any other trademark or service mark, in combination with the Trademark without prior written approval of Patent Laboratories.

6. Confidentiality

During the term of this Agreement and for a period of five (5) years after its expiration or termination, Pharmaceutical shall keep confidential and not disclose to others or use for any purpose other than as expressly authorized herein, any confidential information supplied by Patent Laboratories or its employees or representatives and identified as confidential ("Confidential Information"). Pharmaceutical shall ensure that its employees and agents shall likewise maintain the secrecy of Confidential Information, and shall comply with the confidentiality and non-use provisions of this Section. The obligation of

confidentiality shall not apply to the extent that Pharmaceutical can establish that the Confidential Information at issue: (i) entered the public domain without Pharmaceutical's breach of any obligation owed to the disclosing party; (ii) was permitted to be disclosed by Patent Laboratories's prior written consent; (iii) had become known to Pharmaceutical from a source other than Patent Laboratories, other than by breach of a confidentiality obligation owed to Patent Laboratories; (iv) was disclosed by Patent Laboratories to a third party without restrictions on its disclosure; or (v) was independently developed by Pharmaceutical without breach of this Agreement. Further, disclosure may be made pursuant to a requirement of law, or of judicial or administrative process, provided that Pharmaceutical shall promptly inform Patent Laboratories in advance of such disclosure so that Patent Laboratories may seek a protective order regarding the disclosed Confidential Information.

7. Representations, Warranties, and Covenants

7.1. Patent Laboratories' Representations, Warranties, and CovenantsPatent Laboratories hereby represents, warrants, and covenants the following:7.1.1. Patent Laboratories is a corporation duly organized, existing and in good standing under the laws of New York, with full right, power and authority to enter into and perform this Agreement and to grant all of the rights, powers, and authorities herein granted.7.1.2. The execution, delivery and performance of this Agreement do not conflict with, violate, or breach any agreement to which Patent Laboratories is a party, or Patent Laboratories' articles of incorporation or bylaws.7.1.3. This Agreement has been duly executed and delivered by Patent Laboratories and is a legal, valid and binding obligation enforceable against Patent Laboratories in accordance with its terms.7.1.4. Patent Laboratories shall comply with all applicable laws, consent decrees, and regulations of any federal, state, or other governmental authority.7.1.5. To the best of Patent Laboratories' knowledge and belief as of the date of this Agreement, there are no issued or pending patent or trademark applications relating to the Product that would prevent Pharmaceutical from using or selling the Product in the Territory for its Licensed Use.

7.2. Pharmaceutical's Representations, Warranties, and CovenantsPharmaceutical hereby represents, warrants, and covenants the following:

7.2.1. Pharmaceutical is a corporation duly organized, existing and in good standing under the laws of the State of New Jersey, with full right, power, and authority to enter into and perform this Agreement and to grant all of the rights, powers, and authorities herein granted.7.2.2. The execution, delivery, and performance of this Agreement do not conflict with, violate, or breach any agreement to which Pharmaceutical is a party, or Pharmaceutical's articles of incorporation or bylaws.7.2.3. This Agreement has been duly executed and delivered by Pharmaceutical and is a legal, valid, and binding obligation enforceable against Pharmaceutical in accordance with its terms.7.2.4. Pharmaceutical shall comply with all applicable laws, consent decrees, and regulations of any federal, state, or other governmental authority.7.2.5. Pharmaceutical shall in good faith make its best efforts and make reasonable expenditures to market and promote sales of the Product for its Licensed Use in the Territory. Pharmaceutical's good faith efforts and expenditures will be at least comparable to Pharmaceutical's efforts and expenditures for other Pharmaceutical products.

7.2.6. Pharmaceutical will maintain a qualified national sales organization, and Pharmaceutical shall ensure that it gives proper coverage to the Product throughout the Territory on a regular basis. Pharmaceutical shall sell the Product through at least 40,000 outlets.7.2.7. During the term of this Agreement and for one (1) year after any termination or expiration of this Agreement, Pharmaceutical shall not, without Patent Laboratories's prior written consent, directly or indirectly promote or sell any other weight loss product for use in the Territory, other than the Product. However, (1) Pharmaceutical may continue to market and sell Pharmaceutical's own weight loss gel that is currently being marketed by Pharmaceutical, as listed in Schedule A hereto, and (2) if Patent Laboratories withdraws the Product from the Territory without providing a reasonable substitute for purposes of this Agreement, Pharmaceutical shall be permitted to promote or sell other weight loss products for use in the Territory immediately after the termination or expiration of this Agreement.

8. Indemnification

8.1. Patent Laboratories shall at all times during and after the term of this Agreement be responsible for, and shall defend, indemnify, and hold Pharmaceutical harmless from and against any and all losses, claims, suits, proceedings, expenses, recoveries, and damages, including reasonable legal expenses and costs including attorneys' fees, arising out of any claim by a third party relating to the Product, or any aspect of the performance of this Agreement, to the extent such liability results from the negligence or willful misconduct of Patent Laboratories, or any breach of a representation or warranty given herein by Patent Laboratories; provided, however, that Pharmaceutical shall give Patent Laboratories prompt notice of any such claim or lawsuit and, provided further, that Patent Laboratories shall have the right to compromise, settle, or defend such claim or lawsuit.8.2. Pharmaceutical shall at all times during and after the term of this Agreement be responsible for, and shall defend, indemnify, and hold Patent Laboratories harmless from and against any and all losses, claims, suits, proceedings, expenses, recoveries, and damages, including reasonable legal expenses and costs including attorneys' fees, arising out of any claim by a third party relating to any aspect of the performance of this Agreement, to the extent such liability results from the negligence or willful misconduct of Pharmaceutical, or any breach of a representation or warranty given herein by Pharmaceutical; provided, however, that Patent Laboratories shall give Pharmaceutical prompt notice of any such claim or lawsuit and, provided further, that Pharmaceutical shall have the right to compromise, settle, or defend such claim or lawsuit.8.3. Each party shall maintain a comprehensive product liability insurance policy with respect to the Product, in an amount of not less than Five Million Dollars ($5,000,000) per occurrence with a deductible of not more than One Hundred Thousand Dollars ($100,000). Each party shall name the other party as an additional insured under such policy, the terms of which shall be reasonably acceptable to the other party. Each party shall promptly provide the other party with a certificate from the applicable insurance company verifying the above and undertaking to notify the other party directly at least thirty (30) days prior to the expiration or termination of such coverage.

9. Term and Termination

9.1. TermThis Agreement shall commence as of the date first written above (the "Effective Date"), and, unless sooner terminated as provided herein, this Agreement shall

continue in force for five (5) years from the Effective Date. This Agreement shall then automatically be renewed for a single period of five (5) years, provided that Pharmaceutical will have met all of its minimum purchasing requirements under Sections 4.2.2Ð4.2.4 for the initial five-year period. Thereafter, this Agreement shall automatically be renewed for further periods of five (5) years, unless either party gives notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the then-current term.9.2. Termination9.2.1. Termination by Mutual Consent. This Agreement shall terminate upon the mutual written agreement of the parties.9.2.2. Termination for Material Breach. If either party breaches or defaults in the performance or observance of any of the material provisions of this Agreement, and such breach or default is not cured within thirty (30) days after the giving of notice by the other party specifying such breach or default, the non-defaulting party shall have the right to terminate this Agreement, effective with ten (10) days further notice to the defaulting party.9.2.3. Termination for Bankruptcy. Either party shall have the right to terminate this Agreement upon thirty (30) days notice to the other party, if that other party becomes involved in financial difficulties as evidenced:

(a) by that other party's commencement of a voluntary case under any applicable bankruptcy code or statute, or by its authorizing, by appropriate proceedings, the commencement of such a voluntary case; or

(b) by its failing to receive dismissal of any involuntary case under any applicable bankruptcy code or statute within sixty (60) days after initiation of such action or petition; or

(c) by its seeking relief as a debtor under any applicable law of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by consenting to or acquiescing in such relief; or

(d) by the entry of an order by a court of competent jurisdiction finding it to be bankrupt or insolvent, or ordering or approving its liquidation, reorganization, or any modification or alteration of the rights of its creditors or assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property or assets; or

(e) by its making as assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property.The failure by a party to exercise its right to terminate this Agreement pursuant to this Section 9.2.3 in the event of any occurrence giving rise thereto shall not constitute waiver of the rights in the event of any subsequent occurrence.9.3. Surviving Provisions9.3.1. The provisions of Sections 1, 3.3, 4.3, 6, 7, 8, 9.3, 10, and 11 hereof shall survive any expiration or termination of this Agreement, except as otherwise provided herein.9.3.2. Except as otherwise provided in this Agreement, upon any expiration or termination of this Agreement:

(a) All rights, privileges and licenses shall immediately terminate and revert to Patent Laboratories, and Pharmaceutical shall not thereafter make any use whatsoever of any Technology or the Trademark, and shall not further market, sell, or distribute the Product;

(b) Pharmaceutical shall promptly return or provide to Patent Laboratories all Technology and other similar information regarding the Product;

(c) Pharmaceutical shall promptly destroy or transfer to Patent Laboratories, at Patent Laboratories's election, all marketing, labeling, or advertising materials relating to the Product or Trademark; and

(d) Pharmaceutical shall promptly pay to Patent Laboratories all amounts due to Patent Laboratories pursuant to the terms of this Agreement.

10. Force MajeureNeither party shall be liable for any default or delay in such party's performance if such default or delay is caused by any event beyond the reasonable control of such party, including but not limited to: act of God; war or insurrection; civil commotion; destruction of essential facilities or materials by earthquake, fire, flood or storm; labor disturbance; epidemic; or other similar event; provided, however, that the party so affected will give prompt notice of such event, and shall use its best efforts to avoid, remove, or alleviate such causes of nonperformance and shall continue performance hereunder with the utmost dispatch whenever such causes are removed.

11. Miscellaneous11.1. Entire Agreement -- ModificationsThis Agreement sets forth and constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, understandings, promises and representation, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement may not be released, discharged, amended or modified in any manner except by an instrument in writing, making specific reference to this Agreement, and signed duly by authorized representatives of both parties.11.2. Relationship of the PartiesThe relationship hereby established between Patent Laboratories and Pharmaceutical is solely that of independent contractors. This Agreement shall not create an agency, partnership, joint venture, or employer/employee relationship, and nothing hereunder shall be deemed to authorize either party to act for, represent or bind the other except as expressly provided in this Agreement.11.3. SeverabilityIf and solely to the extent that any provision of this Agreement shall be invalid or unenforceable, or shall render this entire Agreement to be unenforceable or invalid, such offending provision shall be of no effect and shall not affect the validity of the remainder of this Agreement or any of its provisions; provided, however, the parties shall use their respective reasonable efforts to renegotiate the offending provisions to best accomplish the original intentions of the parties.11.4. AssignmentNeither party may assign any right or obligation hereunder without the written consent of the other party, except that Patent Laboratories may assign all of its rights and obligations hereunder to a Patent Laboratories Affiliate or to any entity to whom Patent Laboratories also assigns the Technology. This Agreement shall be binding upon and inure to the benefit of the parties' respective successors and assigns. Any attempted assignment in violation of this provision shall be void and of no effect.11.5. Choice of LawThis Agreement is deemed to have been entered into in the State of Texas, and its interpretation, construction, and the remedies for its enforcement or breach are to be applied pursuant to and in accordance with the laws of the State of Texas.11.6. WaiverNo waiver of any right under this Agreement shall be deemed effective unless contained in writing and signed by the party charged with such waiver, and no waiver of any right shall be deemed to be a waiver of any future right or any other right arising under this Agreement. All rights, remedies, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and

none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.11.7. HeadingsHeadings in this Agreement are included for ease of reference only and shall have no legal effect.11.8. NoticeAny notice, consent, or approval permitted or required under this Agreement shall be in writing and shall be sent by registered or certified mail, postage pre-paid, or by overnight courier, or by facsimile or telex (confirmed by mail), to the addresses set forth below or to such other address in the United States that the parties may hereafter specify:If to Patent Laboratories: If to Pharmaceutical:

with copy to: with copy to:

All notices shall be deemed to be effective on the date of receipt.11.9. PublicityNeither party shall issue any press release or other publicity materials, or make any presentation with respect to the existence of this Agreement or the terms and conditions hereof without the prior written consent of the other party, which consent shall not be unreasonably withheld. This restriction shall not apply to disclosures required by law or regulation, including as may be required in connection with any filings made with the Securities and Exchange Commission or by the disclosure policies of a major Stock Exchange.IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first written above.

PATENT LABORATORIES INC. PHARMACEUTICAL CO.By: By:Name: Name:Date DateTitle: Title: