EMPYREAN BIOSCIENCE INC
TRADEMARK LICENSE FROM EMPYREAN TO IBC
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>TRADEMARK LICENSE FROM EMPYREAN TO IBC
<TEXT>

                     TRADEMARK LICENSE FROM EMPYREAN TO IBC

                   (for sales of Licensed Products in Brazil)
<PAGE>
                     TRADEMARK LICENSE FROM EMPYREAN TO IBC

This License Agreement (the "Agreement") made as of the 9th day of August,  2000
("the Effective Date") by and among EMPYREAN BIOSCIENCE,  INC.  ("Empyrean"),  a
Wyoming  corporation,  having an office at 23800  Commerce  Park Road,  Suite A,
Cleveland,  Ohio 44122, and  INTERNATIONAL  BIOSCIENCE  CORPORATION  ("IBC"),  a
Florida corporation, having an office at 777 South Flagler Drive, Phillips Point
Building, East Tower, Suite 909, West Palm Beach, Florida 33401;

                                WITNESSETH THAT:

     WHEREAS,  IBC and Empyrean each own one-half of the membership  interest in
IBC-Empyrean  LLC, a  Delaware  limited  liability  corporation  established  to
manufacture  the  Licensed  Products  and to sell and  distribute  the  Licensed
Products (as defined  below) in all  countries of the world except United States
and Brazil;

     WHEREAS,  IBC has the right to  manufacture,  sell and distribute  Licensed
Product in Brazil;

     WHEREAS,  IBC desires to acquire the right to use Empyrean  Trade Dress (as
defined  below) and Trademark (as defined  below) on and in connection  with the
manufacture,  promotion,  merchandising,  distribution  and sale of the Licensed
Products in Brazil;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
undertakings   hereinafter   set  forth,   and  for  other  good  and   valuable
consideration, Empyrean and IBC hereby agree as follows:
<PAGE>
     1. DEFINITIONS

     In this Agreement the following  terms shall have the meanings  hereinafter
specified:

     (a) "Copyrights" shall mean the copyrights subsisting in the Trade Dress.

     (b) "Derivative  Products" shall mean products hereinafter developed by IBC
having an  effective  amount of  Formulation  therein,  and being of a different
product category than those Licensed Products currently being manufactured

     (c)   "Empyrean   Trade   Dress"   shall   mean  the   two-dimensional   or
three-dimensional  packaging  decorations,   designs,  slogans,  tag  lines  and
appliques that are applied to the Licensed Products or packaging therefor.

     (d)  "Formulation"  shall  mean  the  proprietary   formulation  (including
manufacturing  technology and processes) comprising  Benzalkonium Chloride as an
active  ingredient  with  Octoxynol 9 (and  others)  invented and created by Dr.
David  Thornburgh  and  exclusively  owned  by IBC  known  as the  GEDA  line of
products.

     (e) "Gel Product" shall mean the spermicide and  microbicide  contraceptive
gel product  embodying the  Formulation  presently  being developed by IBC, also
known as the GEDA Plus product, designed to prevent the transmission of sexually
transmitted  diseases  including,  but not  limited  to,  gonorrhea,  chlamydia,
syphilis,  Trichomonas,  herpes  I and  II  and  HIV,  and  which  is  presently
undergoing the appropriate and necessary United States  governmental  regulatory
compliance  process to permit  Empyrean  to include  such  product as a Licensed
Product hereunder.

     (f) "Licensed  Products" shall mean products having an effective  amount of
the  Formulation  therein  and  having all  necessary  government  approval  for
commercialization,  including,  but not  limited  to, the Lotion  Products,  Gel
Product and any Derivative Products hereinafter developed by IBC.

                                        2
<PAGE>
     (g)  "Lotion  Products"  (also  known as GEDA  Lotion)  shall mean the hand
sanitizing  lotion presently being  manufactured for Empyrean by Canadian Custom
Packaging  and sold by  Empyrean  as a Licensed  Product,  and  presently  being
marketed by Empyrean under appropriate and necessary United States  governmental
regulatory compliance.

     (h) "Net  Sales"  shall  mean the  total  of  gross  sales of the  Licensed
Products by IBC to a third party,  at the invoice  selling price,  net of normal
and reasonable  cash, trade and quantity  discounts and returns for credit,  and
without deductions for costs incurred in manufacturing, selling, distributing or
advertising or for uncollectable accounts.

     (i) "Territory" shall mean the country of Brazil.

     (j)  "Trademark"  shall  mean  the  mark  "Prevent-X",   any  modification,
variation or designation of origin that is confusingly similar thereto;

     2. REPRESENTATIONS

     Empyrean represents as follows:

     (a) Empyrean has the right and authority to enter into this Agreement.

     (b) Empyrean has executed no agreement in conflict herewith.

     (c) Empyrean is the owner of the trademark "Prevent-X" in the United States
and certain countries foreign to the United States (the "Trademark").

     (d) Empyrean,  during the Term of this Agreement  will,  from time to time,
provide IBC with  additional  trade dress (all of which  packaging  decorations,
ornamentations  and appliques are  collectively,  the "Trade Dress" or "Empyrean
Trade Dress").

     (e)  Empyrean is the owner of all rights,  title and interest in and to the
copyrights subsisting in the Trade Dress (collectively the "Copyrights").

                                        3
<PAGE>
     3. TRADEMARK LICENSE FROM EMPYREAN TO IBC

     (a) Empyrean  hereby grants to IBC,  upon the terms and  conditions of this
Agreement,  whatever  rights Empyrean may have to use the Trademark and Empyrean
Trade  Dress,  in the  Territory,  on and in  connection  with the  manufacture,
promotion, merchandising, distribution and sale of Licensed Products.

     (b) To the extent such Trademark and/or Trade Dress is available for use in
the  Territory,  IBC shall use the Trademark and Empyrean Trade Dress only on or
in connection with the manufacture, promotion,  merchandising,  distribution and
sales of Licensed Products in the Territory. IBC shall not use the Trademark and
Empyrean Trade Dress or manufacture or sell products using or incorporating  the
Trademark  and  Empyrean  Trade  Dress  except  as  expressly  provided  in this
Agreement or as approved by Empyrean.

     (c) Empyrean  reserves all rights to the Trademark and Empyrean Trade Dress
except as expressly  granted herein to IBC.  Nothing  contained  herein shall be
deemed or construed to prohibit Empyrean from using or granting the right to use
the Trademark and Trade Dress for any purpose in the United States.

     (d) Nothing  contained  herein shall be deemed or construed to obligate IBC
to use the  Trademark  or  Empyrean  Trade  Dress on or in  connection  with the
manufacture,  promotion,  merchandising,   distribution  or  sales  of  Licensed
Products in the Territory.

     (e) In the event IBC breaches the provisions of this Section, Empyrean may,
in addition to its other rights,  including damages, enjoin any such breach upon
thirty (30) days written notice  specifying  the nature of such breach,  unless,
within such 30-day  period IBC  discontinues  such breach and provides a written
notice to Empyrean of such  discontinuance  together with the  identification of
the steps taken by IBC to discontinue such breach.

                                        4
<PAGE>
     4. ROYALTIES

     (a) For the Term of this  Agreement,  IBC shall pay to  Empyrean  a Royalty
which  shall be  computed  as five  percent  (5%) of IBC's Net Sales of Licensed
Products  in the  Territory  to any  third  party.  Royalties  shall be  payable
regardless  of whether the Licensed  Product  contains  Empyrean  Trade Dress or
Trademark.

     (b) IBC shall pay all Royalties to Empyrean  quarterly,  within  forty-five
(45) days after the end of each calendar quarter.

     (c) Within  forty-five  (45) days after the end of each  calendar  quarter,
irrespective  of whether any Net Sales have been made or whether any sum is then
due to Empyrean,  IBC shall  deliver to Empyrean via regular mail a complete and
accurate written  statement  setting forth the amount of Licensed Products sold,
the gross price at which such  Licensed  Products  were sold,  the amount of any
discount or allowances  given  consistent with the terms of this Agreement,  the
credit for Licensed Products allowed to be returned and other deductions allowed
herein to compute Net Sales in specific  detail,  so as to  reasonably  allow an
audit of underlying documents,  together with IBC's calculation of the amount of
royalties then due Empyrean for the period covered by such report.

     5. REPORTING AND RECORD KEEPING

     (a) IBC shall keep or cause to be kept  accurate,  complete and  up-to-date
books of accounts  separately stating by clear means records of all sales of the
Licensed Products  including records  pertaining to invoiced amounts by customer
and  records  pertaining  to all freight  charges,  discounts,  allowances,  and
returns  allowed by IBC. Such books and records of accounts shall reflect that a
sale of the Licensed  Products  shall be deemed to have  occurred as of the date
such Licensed Products were invoiced to IBC's customers.

                                        5
<PAGE>
     (b) Empyrean or its authorized  representatives  shall have the right, once
each  calendar  year,  to inspect  all such  records of IBC with  respect to the
Licensed  Products and to make copies of said record  utilizing IBC's facilities
without charge and shall have free and full access thereto on reasonable  notice
during the normal  business  hours of IBC. In the event that such  inspection or
audit reveals an underpayment by IBC under this Agreement, IBC shall immediately
pay to Empyrean the balance of all such amounts found to be due pursuant to such
audit or  inspection  together  with  interest  thereon at the "best  commercial
customer" rate at the Bank of America,  plus six percent (6%) per annum from the
date such amounts first became due to Empyrean  until all such amounts have been
paid in full.  Further,  if such  inspection or audit  discloses  that,  for the
annual  period  reviewed  or  audited,  IBC has  underpaid  or  understated  its
obligation  under this Agreement by twenty percent (20%) or more, then IBC shall
also  pay  three  times  the  reasonable  professional  fees of the  independent
representatives engaged to conduct or review such inspection or audit.

     6. TRADEMARK

     (a) IBC  recognizes  that  Empyrean  is the owner of all  right,  title and
interest in and to the Trademark in any form or  embodiment  thereof and is also
the  owner of the  goodwill  attached  or which  shall  become  attached  to the
Trademark  in  connection  with the  business and goods in relation to which the
same has been,  is, or shall be used.  Sales by IBC shall be deemed to have been
made by Empyrean for the  purposes of goodwill and all uses of the  Trademark by
IBC shall inure to the benefit of Empyrean and any rights of Empyrean. IBC shall
not at any time  intentionally  or  recklessly do or suffer to be done by anyone
acting on its behalf or in  connection  with IBC any act or thing  which will in
any way impair the rights of Empyrean in or to the Trademark or any  application
or registration  thereof or which  depreciates the value of the Trademark or its
reputation.

                                        6
<PAGE>
     (b) IBC shall, at the request of Empyrean, fully cooperate with Empyrean in
preparing,  executing  and  causing  to be  recorded  or filed  such  agreements
(including registered user agreements and other documents reasonably required by
Empyrean)  to  confirm  the  ownership  by  Empyrean  of the  Trademark,  and to
evidence,  protect and implement its rights to the Trademark  within and outside
the  Territory  and the  respective  rights of Empyrean and IBC pursuant to this
Agreement.  Empyrean  and IBC  acknowledge  that  only  Empyrean  may  file  and
prosecute  trademark  applications  regarding  the Trademark or IBC's use of the
Trademark anywhere.  IBC will cooperate with Empyrean, at Empyrean's request, in
connection  with  the   preparation,   execution,   filing  and  prosecution  of
applications to register the Trademark both inside and outside the Territory and
the  maintenance  of  such  registrations  as  may  issue.  Upon  expiration  or
termination  of this Agreement for any reason  whatsoever,  IBC will execute and
file  such  documents  as shall  be  required  by  Empyrean,  including  without
limitation, termination of any agreements and assignments of rights.

     (c) IBC shall cause to appear on all Licensed Products and on all materials
on or in connection  with which the Trademark is used such legend,  markings and
notice of any  trademark,  trade  name or other  rights  therein  or  pertaining
thereto as Empyrean  shall  reasonably  require and shall comply with all notice
and marking requirements of any law applicable or necessary to the protection of
the Trademark.

     (d) IBC  shall  never (i)  challenge  Empyrean's  ownership  of or right to
license,  or the validity of, the Trademark,  any application  for  registration
thereof or any  trademark  registration  thereof nor (ii)  contest the fact that
IBC's rights under this Agreement are solely those of a Licensee.

                                        7
<PAGE>
     (e) At the expiration or termination of this Agreement, except as expressly
provided  herein,  all rights of IBC with respect to use of the Trademark  shall
thereupon cease and terminate for all purposes whatsoever.

     7. QUALITY CONTROL

     (a) IBC acknowledges  that the preservation and enhancement of the value of
the Trademark and Trade Dress requires Empyrean to reasonably  control the type,
image and  quality of products  manufactured  and sold using the  Trademark  and
Trade Dress and the use of the Trademark and Trade Dress in connection  with the
manufacture and sale of Licensed Products.

     (b)  IBC  shall  only  use  the  Trademark  on  the  Licensed  Products  in
stylization  consistent  with and  conforming to a Style Guide to be provided to
IBC-Empyrean LLC by Empyrean ("Style Guide").

     (c) IBC shall only use the Trade Dress  consistent  with and  conforming to
the Style Guide provided to IBC-Empyrean LLC by Empyrean.

     (d) IBC shall submit to Empyrean for  Empyrean's  approval,  samples of all
labels, tags,  packaging and other materials  incorporating the Trademark and/or
Trade Dress and intended to be used in connection with Licensed Products, before
the same may be used,  and no use shall be made of the same  unless  approved by
Empyrean in writing, which approval shall not be unreasonably withheld.

     (e) In order that  Empyrean  may assure  itself of the  maintenance  of the
quality standards set forth in this Agreement:

                                        8
<PAGE>
          (i) Before  manufacturing  or having  manufactured for it any Licensed
Products  intended to bear the Trademark  and Trade Dress,  IBC shall deliver to
Empyrean, or as Empyrean may direct, for Empyrean approval,  free of charge, one
(1)  pre-production  sample and six (6) production  samples  related to same, of
such Licensed Products intended to be sold by IBC. Nothing herein shall preclude
Empyrean from requesting additional samples from IBC in order to monitor quality
control, and IBC shall provide such samples when requested.

          (ii) All  Licensed  Products  bearing  the  Trademark  and Trade Dress
manufactured by or for IBC or sold,  distributed or promoted by it shall conform
in all material respects to the samples approved by Empyrean.

     (f) IBC shall not use any Trade  Dress or samples  furnished  by  Empyrean,
created by or for IBC for use in connection with Licensed Products,  or approved
for such use by  Empyrean,  except as provided in this  Agreement,  it being the
understanding of the parties that IBC may use the same solely in connection with
Licensed Products.

     (g) IBC will use and  display  the  Trademark  and Trade Dress only in such
forms and manners as are approved by Empyrean, specifically, as displayed in the
Style Guide.

     (h) IBC  shall  submit to  Empyrean,  or as  Empyrean  may  direct,  before
publication,  any and all advertising  and promotional  material for approval by
Empyrean.

     (i) Except as otherwise  expressly  provided  herein,  whenever,  under the
terms of this Agreement,  the approval,  consent or permission of Empyrean shall
be required,  such approval,  consent or permission,  shall not be  unreasonably
withheld or delayed. If Empyrean shall deny approval,  it shall state in writing
the reasons  therefor.  After any sample,  copy or art work has been approved by
Empyrean, IBC shall not vary or depart therefrom in any material respect without
the further approval of Empyrean.

                                        9
<PAGE>
     (j) IBC agrees that all Licensed  Products will be  manufactured,  labeled,
sold,  distributed,  promoted and  advertised in accordance  with all applicable
Federal, State and local, and if appropriate, foreign laws and regulations.

     (k) Subject to the Trademark and Trade Dress requirements set forth herein,
the  parties  agree that  co-branding  the  Trademark  and Trade  Dress with the
trademark  of a third  party is  permitted  by IBC as long as such  third  party
trademark preserves the value of the Trademark and Trade Dress.

     8. COPYRIGHT

     (a)  Empyrean is the owner of all right,  title and  interest in and to the
Trade Dress, Style Guide and Copyrights in any form or embodiment  thereof.  IBC
shall not at any time  intentionally  or  recklessly  do or suffer to be done by
anyone  acting on its behalf or in  connection  with IBC any act or thing  which
will in any way impair the rights of  Empyrean  in or to the  Copyrights  or any
application  or  registration  thereof  or which  depreciates  the  value of the
Copyrights.

     (b) IBC shall, at the request of Empyrean, fully cooperate with Empyrean in
preparing,  executing  and  causing  to be  recorded  or filed  such  agreements
(including registered user agreements and other documents reasonably required by
Empyrean)  to confirm  the  ownership  by  Empyrean  of the  Copyrights,  and to
evidence,  protect and implement its rights to the Copyrights inside and outside
the  Territory  and the  respective  rights of Empyrean and IBC pursuant to this
Agreement.  IBC acknowledges that only Empyrean may file and prosecute copyright
applications  regarding the Copyrights or IBC's use of the Trade Dress anywhere.
IBC will cooperate with Empyrean,  at Empyrean's request, in connection with the
preparation,  execution,  filing and prosecution of applications to register the

                                       10
<PAGE>
Copyrights  of Licensed  Products  both inside and outside the Territory and the
maintenance of such  registrations as may issue, and shall supply to Empyrean at
no  cost,  from  time to time  such  samples,  containers,  labels  and  similar
materials  as  may   reasonably  be  required  in   connection   with  any  such
applications.

     (c)  Upon  expiration  or  termination  of this  Agreement  for any  reason
whatsoever,  IBC will  execute and file such  documents  as shall be required by
Empyrean,  including  without  limitation,  termination  of any  agreements  and
assignments of rights.

     (d) IBC shall cause to appear on all Licensed Products and on all materials
on or in  connection  with which the Trade Dress are used such legend,  markings
and notice of any  copyright or other rights  therein or  pertaining  thereto as
Empyrean shall  reasonably  require and shall comply with all notice and marking
requirements  of any  law  applicable  or  necessary  to the  protection  of the
Copyrights.

     (e) IBC  shall  never (i)  challenge  Empyrean's  ownership  of or right to
license, or the validity of, the Trade Dress and the Copyrights, any application
for registration thereof or any copyright  registration thereof nor (ii) contest
the fact that IBC's rights under this Agreement are solely those of a Licensee.

     (f) At the expiration or termination of this Agreement, except as expressly
provided  herein,  all rights of IBC with respect to use of the  Copyrights  and
Trade Dress shall thereupon cease and terminate for all purposes whatsoever.

     (g) Any copyright which may be created in the Licensed  Products and in any
package design,  label or the like bearing the Trademark or Trade Dress shall be
the property of Empyrean and shall carry such copyright  notices as Empyrean may
reasonably direct.

     (h) Any  copyrights  in and to the Style  Guide  shall  remain  property of
Empyrean.

                                       11
<PAGE>
     (i) The artistic and creative  designs and ornamental  appearances  of, and
the copyrights,  industrial  designs and design patents on the Licensed Products
shall be the sole property of Empyrean, and IBC agrees to execute such documents
as may be  required to  effectuate  this  provision.  Empyrean  hereby  grants a
license to IBC during the term of this Agreement to use the properties  referred
to in this section on or in connection with Licensed Products.

     9. INFRINGEMENT OF TRADEMARK

     (a) IBC shall,  promptly after becoming aware of same,  notify  Empyrean of
any infringement or imitation of the Trademark and/or Trade Dress, of any use by
any person or entity of a trademark or design  similar to the Trademark or Trade
Dress, or of any unfair competition relating to the Trademark or Trade Dress, or
of any other  apparent  violation of the rights of Empyrean,  so as to allow for
Empyrean to take such action as Empyrean  deems  advisable for the protection of
Empyrean's  rights.  IBC shall,  if requested by Empyrean,  fully cooperate with
Empyrean  and, if so requested by  Empyrean,  shall join with  Empyrean at IBC's
expense,  as a party to any action brought by IBC for such purpose. In no event,
however,  shall  Empyrean be  required  to take any action if Empyrean  deems it
inadvisable to so do.  Empyrean shall have full control over any action taken by
it, including without limitation,  the right to select counsel, to settle on any
terms it deems  advisable,  in its  discretion,  to appeal any adverse  decision
rendered in any court,  to discontinue  any action taken by it, and otherwise to
make any decision in respect thereto as it in its discretion deems advisable.

                                       12
<PAGE>
     10. TERMINATION OF TRADEMARK LICENSE FROM EMPYREAN TO IBC

     (a) On the expiration, or termination of this Agreement or the IBC-Empyrean
LLC  Operating   Agreement  executed   concurrently  with  this  Agreement  (the
"Operating  Agreement"),  except as otherwise  expressly  provided  herein,  all
rights of IBC hereunder shall terminate  forthwith and revert  automatically  to
Empyrean, and neither IBC nor its receivers, trustees, representatives,  agents,
successors  or  assigns  shall  have any right to  exploit or in any way use the
Trademark  or Trade  Dress in  connection  with  the  manufacture,  advertising,
merchandising, promotion, sale or distribution of Licensed Products or otherwise
or any right to use any  designs,  patterns,  stylings or samples  furnished  by
Empyrean  created by or for IBC for use in connection with Licensed  Products or
approved  by  Empyrean  for such use.  Except as  otherwise  expressly  provided
herein,  upon the  expiration or  termination of this Agreement or the Operating
Agreement,  IBC shall  forthwith  discontinue all use of the Trademark and Trade
Dress and any variation or simulation thereof.

     11. TERM

     (a) The term of this Agreement  shall begin on the Effective Date and shall
continue for a period of ten (10) years (the "Initial Term").

     (b) This Agreement shall be automatically  renewed at the conclusion of the
Initial Term, and each subsequent Additional Term, if applicable, for Additional
Terms of ten (10) years, unless terminated in accordance with Section 12 below.

     12. TERMINATION

     (a)  Empyrean  shall  have  the  right to  terminate  this  Agreement  upon
termination of the Operating Agreement.

                                       13
<PAGE>
     13. INDEMNITY

     Empyrean agrees

     (a) to assume the  defense of any suit  brought  against IBC based upon any
claim asserted against any Licensed Product label, Trade Dress or advertising or
promotional material that is required and approved by Empyrean; and

     (b) to indemnify  IBC against any money  damages  and/or  costs,  including
reasonable attorneys fees, provided that (i) Empyrean is given exclusive control
of the  defense of such suit and all  negotiations  relative  to the  settlement
thereof,  (ii) IBC promptly  informs Empyrean in writing of any claims for which
Empyrean has assumed  responsibility  hereunder,  and (iii) the liability  claim
shall not have arisen because of wrongful or negligent conduct by IBC.

     14. APPLICABLE LAW

     (a) This  Agreement,  its terms and conditions  and all business  conducted
hereunder  shall be  governed  and  interpreted  under  the laws of the State of
Florida,  without  regard  to  conflict  of laws  provisions.  The  venue of any
arbitration  between the parties arising from or related to this Agreement shall
be in either  Miami-Dade  County or Palm Beach County,  Florida.  Any litigation
arising from or related to this  Agreement  shall be brought  exclusively  in an
appropriate  state or federal court in  Miami-Dade  County or Palm Beach County,
Florida, and the parties waive any right to challenge such venue

     (b)  Except  for  actions  brought  for  wrongful  termination  or to  seek
termination  of  this  Agreement,  if  any  disagreement  arises  regarding  the
interpretation  of any points of the  Agreement  or any other  point not covered
herein or any claims for damages or specific performance, the disagreement, upon
request of either party hereto delivered in writing to the other party, shall be

                                       14
<PAGE>
resolved  by  arbitration  before a single  arbitrator  in  accordance  with the
commercial   rules  and  procedures  set  forth  by  the  American   Arbitration
Association.  Any Party may seek a temporary  injunction  in court to the extent
necessary  to  preserve  the status quo during the  pendency  of any  dispute or
arbitration  proceeding.  The prevailing  party in any litigation or arbitration
brought under this Agreement shall be entitled to recover reasonable  attorney's
fees and costs.

     (c) In the  event  any  provision  of this  Agreement  shall  be held to be
invalid,  illegal or  unenforceable,  the  remaining  terms shall remain in full
force and effect,  to effectuate  this Agreement in accordance  with its intent.
Headings, title and subtitles of this Agreement are for convenience of reference
only and are not to be considered in construing the terms of this Agreement.

     15. SOLE AND COMPLETE AGREEMENT

     (a) This  Agreement  is the sole and  complete  statement of the parties of
their rights and  obligations  with respect to the subject matter  hereof.  This
Agreement is an  integrated  agreement and replaces and  supersedes  any and all
previous obligations and agreements between the parties,  their predecessors and
subsidiaries, both oral and written. The Parties hereto recognize and agree that
no  representations  or  warranties  have been made  except as set forth in this
Agreement. Except as may otherwise be expressly provided herein, by signing this
Agreement  the parties  expressly  release each other,  their  predecessors  and
subsidiaries from any and all existing  obligations that pre-date this Agreement
as if such obligations  have been fully performed and satisfied.  Any amendments
to this Agreement shall be in writing and executed by both parties hereto.

                                       15
<PAGE>
     16. Notices

     (a)  All  notices,  requests,  demands,  instructions,  consents  or  other
communications  required or permitted to be given under this Agreement  shall be
in  writing  and  shall be  deemed  to have  been  duly  given if (i)  delivered
personally,  (ii) mailed  postage  prepaid by  certified  mail,  return  receipt
requests,  (iii)  sent  by  a  nationally  recognized  express  courier  service
requiring a signature by the recipient,  postage or delivery charges prepaid, at
the address hereinafter  specified,  or to such other address as the parties may
advise each other in writing from time to time. Any notice shall be addressed as
follows:

     As to Empyrean:
     Mr. Richard C. Adamany
     Empyrean Bioscience, Inc.
     23800 Commerce Park Road, Suite A
     Cleveland, Ohio  44122

     With a copy to
     Richard H. Kronthal, Esq.
     Kaye, Scholer, Fierman, Hays & Handler, LLP
     425 Park Avenue
     New York, New York   10022

     As to IBC:
     Ms. Sara Gomez
     International Bioscience Corporation
     777 South Flagler Drive
     Phillips Point Building
     East Tower, Suite 909
     West Palm Beach, Florida  33401

     With a copy to:
     Joseph L. Raia, Esq.
     Holtzman, Krinzman, Equels & Furia
     2601 South Bayshore Drive, Suite 600
     Miami, Florida  33133

                                       16
<PAGE>
     17. ASSIGNMENT

     (a) IBC has no right to  sub-license  or  otherwise  assign  its rights and
delegate its duties under this Agreement.

     (b) Neither IBC nor  Empyrean  may assign its rights or delegate its duties
under this Agreement without the express written consent of the other party.

     (c) This  Agreement  shall be  binding  on and inure to the  benefit of the
parties, and their respective legal representatives, successors and assigns.

     (d) No assignment shall be valid unless accepted in writing by the party to
be bound.  Any  assignment  of rights of one party  without the express  written
consent of the other party shall be void, not valid and of no legal effect.

                                       17
<PAGE>
     IN WITNESS  WHEREOF,  the  parties  hereto do hereby  sign,  enter into and
acknowledge this Agreement.


                                        EMPYREAN BIOSCIENCE, INC.


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


                                        INTERNATIONAL BIOSCIENCE CORPORATION


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

                                       18
</TEXT>
</DOCUMENT>
