GUMTECH INTERNATIONAL INC \UT\
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
<TEXT>
                                                                    Exhibit 10.2


                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

     This  CONFIDENTIALITY AND  NON-COMPETITION  AGREEMENT (this "AGREEMENT") is
dated  as of  December  5,  2001,  by  and  among  Zengen,  Inc.,  a  California
corporation  ("ZENGEN"),  Zensano, Inc., a California  corporation  ("Zensano"),
Robert  Davidson,  Matthew  Lipton,  Henry (Hank)  Landau,  Larry Kaye,  Charles
Hensley and Michelle  Rossow,  each a business person,  Gum Tech  International,
Inc., a Utah corporation  ("GUM TECH") and Gel Tech,  L.L.C., an Arizona limited
liability company ("GEL TECH").

                                   BACKGROUND

     Effective  as  of  the  date  of  this  Agreement,  Zensano  has  sold  and
transferred  to Gum Tech,  and Gum Tech has purchased and acquired from Zensano,
Zensano's  forty percent (40%)  ownership  interest in Gel Tech pursuant to that
certain  Purchase  Agreement  dated as of December 5, 2001 by and among  Zengen,
Zensano and Gum Tech (the  "PURCHASE  AGREEMENT")  such that Gum Tech has become
the sole legal and beneficial owner of Gel Tech.

     Robert  Davidson,  Matthew  Lipton,  Henry  (Hank)  Landau,  Larry Kaye and
Charles Hensley are  shareholders  of Zengen and have benefited  indirectly from
the transactions contemplated by the Purchase Agreement;

     Robert Davidson,  Matthew Lipton,  Henry (Hank) Landau, Larry Kaye, Charles
Hensley and Michelle Rossow are material managers,  employees and/or consultants
of Gel  Tech who  possess  or have  had  access  to  confidential  and  material
information  regarding the affairs of Gel Tech,  which  information Gum Tech and
Gel Tech wish to protect.

     Pursuant to the terms of that certain Intellectual Property Development and
License Agreement dated effective May 21, 1999, (the "IP DEVELOPMENT AND LICENSE
AGREEMENT")  among Gum Tech,  Gel Tech and  Bio-Delivery  Technologies,  Inc., a
California  corporation ("BDT") of which Zensano is the lawful successor, a copy
of which is attached  hereto as EXHIBIT A, among other things,  (i) Gel Tech and
Gum Tech granted to BDT certain  licensing  rights with respect to certain nasal
and non-nasal gel  technologies,  and (ii) Gum Tech,  Gel Tech and BDT each made
certain  covenants  and  undertook  certain  obligations  with  respect  to  the
preservation of confidential information and non-competition.

     As  a  condition  of  the  completion  by  Gum  Tech  and  Zensano  of  the
transactions  contemplated by the Purchase Agreement,  the Parties wish to enter
into this Agreement to set forth the  obligations of the Parties with respect to
the preservation of confidential information, non-competition and the assignment
of Intellectual  Property, and to amend certain provisions of the IP Development
and License Agreement.

     NOW, THEREFORE THIS AGREEMENT WITNESSES, that in consideration for entering
into the Purchase  Agreement,  the payment by Gum Tech of the Purchase Price (as
that term is defined in the Purchase Agreement), the payment by Gum Tech of Five
<PAGE>
Hundred Dollars  ($500.00) to each of Robert  Davidson,  Matthew  Lipton,  Henry
(Hank) Landau,  Larry Kaye,  Charles Hensley and Michelle Rossow, and the mutual
covenants set forth herein,  the receipt and sufficiency of which  consideration
is hereby acknowledged, the Parties agree as follows:

                                    ARTICLE 1
                                 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
have the meanings set forth below:

     "783  PATENT" has the meaning set forth in the IP  Development  and License
Agreement.

     "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.

     "BUSINESS"  means  the  business  conducted  by Gel  Tech  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.

     "COLD  REMEDY  GEL  TECHNOLOGY"  has  the  meaning  set  forth  in  the  IP
Development and License Agreement.

     "CONFIDENTIAL INFORMATION" has the meaning set forth in SECTION 2.1.

     "GEL  TECHNOLOGY"  has the  meaning  set  forth in the IP  Development  and
License Agreement.

     "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.

     "INTELLECTUAL PROPERTY" means, collectively,  any and all United States and
foreign patents and patent applications, including, without limitation, the `783
Patent, (including any and all reissues, divisionals,  continuations,  renewals,
extensions and  continuations-in-part  thereof or other rights and  applications
based thereon,  and any and all  improvements and applications for patents based
on,  growing out of or  relating to the  inventions  described  therein),  trade

                                        2
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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,
mask  works,  methods,  techniques,   systems,  processes,  formulas,  drawings,
designs, Software and internet web sites and domain names.

     "IP  DEVELOPMENT  AND LICENSE  AGREEMENT"  has the meaning set forth in the
"Background" section of this Agreement.

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

     "NICOTINE GEL  TECHNOLOGY"  has the meaning set forth in the IP Development
and License Agreement.

     "NON-PRESCRIPTIVE NASAL GEL TECHNOLOGY" has the meaning set forth in the IP
Development and License Agreement.

     "NON-PRESCRIPTIVE  NON-NASAL GEL  TECHNOLOGY"  has the meaning set forth in
the IP Development and License Agreement.

     "OTHER  PRESCRIPTIVE  GEL  TECHNOLOGY"  has the meaning set forth in the IP
Development and License Agreement.

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

     "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.

     "PROTECTED  TERRITORY"  means,  with  respect  to the  Parties'  respective
covenants and  obligations  under SECTION 4.2 and SECTION 4.3, the United States
of America, Canada, Mexico, Europe, Asia and Australia, except as such territory
is  otherwise  reduced  pursuant to SECTION 4.6 or by written  agreement  of the
Parties.

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

     "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.

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     "TERM"  means,  with  respect  to the  Parties'  respective  covenants  and
obligations  under ARTICLE 4, a term of five (5) years commencing on the date of
this Agreement, except as such term is otherwise reduced pursuant to SECTION 4.6
or by written agreement of the Parties.

     "ZENGEN  GROUP" means,  collectively,  Zengen,  Zensano,  Robert  Davidson,
Matthew Lipton,  Henry (Hank) Landau,  Larry Kaye,  Charles Hensley and Michelle
Rossow.

     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   Confidentiality   and
     Non-Competition Agreement,  including all 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;

          (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; and

          (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.

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                                    ARTICLE 2
                                 CONFIDENTIALITY

     2.1  ACKNOWLEDGEMENT  OF ZENGEN  GROUP.  Each  member of the  Zengen  Group
acknowledges  and agrees that through its ownership  (direct or indirect) and/or
participation  in the operation of Gel Tech, such member has occupied a position
of trust and  confidence  with respect to Gel Tech up to the date hereof and has
had access to and has become familiar with some or all of the following, any and
all of which  constitute  confidential  and proprietary  information of Gel Tech
(collectively the "CONFIDENTIAL INFORMATION"):

          (a) any and all Intellectual Property owned or used by Gel Tech in the
     conduct of the Business,  including,  without limitation, (i) past, current
     and  planned   research  and   development,   and  (ii)  product   designs,
     improvements,    innovations   and   developments   (whether   pending   or
     prospective);

          (b) customer  lists,  current and anticipated  customer  requirements,
     price lists,  market studies and business plans used,  developed or created
     by or on behalf of Gel Tech;

          (c) historical and projected  sales,  financial  projections,  capital
     spending and operating  budgets and plans used,  developed or created by or
     on behalf of Gel Tech;

          (d)  identities  and  requirements  of  key  suppliers  and  potential
     suppliers used, developed or created by or on behalf of Gel Tech;

          (e) personnel  training  techniques and materials  used,  developed or
     created by or on behalf of Gel Tech; and

          (f)  any  and  all  other  confidential  or  proprietary   information
     concerning  the Business and the affairs of Gel Tech,  however  documented,
     and whether  prepared by or on behalf of Gel Tech, any member of the Zengen
     Group or any Affiliate thereof.

     2.2 TREATMENT OF CONFIDENTIAL INFORMATION.  The members of the Zengen Group
acknowledge  and agree that the  protection of the  Confidential  Information is
necessary to protect and preserve  the value of the  Business,  and that without
such  protection,  Gum Tech  would  not have  entered  into or  consummated  the
transactions  contemplated by the Purchase  Agreement.  Accordingly,  subject to
SECTION 2.3,  each member of the Zengen Group hereby  covenants  and agrees that
such member will not,  nor will he, she or it cause any  Affiliate or any of its
or  such  Affiliate's  respective  directors,   officers,  managers,  employees,
consultants,  agents or  representatives  to, at any time after the date hereof,
disclose to any Person or use for his, her or its own account or for the benefit
of any Person any Confidential  Information,  whether or not such information is
embodied in writing or other  physical  form or is retained in the memory of any
director, officer, manager, employee, consultant, agent or representative of any
Zengen  Group  member or of any  Affiliate  thereof,  without Gum Tech's and Gel
Tech's  written  consent  (which  consent  will be at Gum  Tech's and Gel Tech's
absolute discretion)

     2.3 EXCEPTIONS TO  CONFIDENTIALITY  OBLIGATIONS.  The provisions of SECTION
2.2 will not  apply to any  Confidential  Information  (i) that a member  of the
Zengen Group can clearly and convincingly demonstrate is generally known to, and

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available  for use by, the  public  other than as a result of the breach of this
Agreement or any other  agreement  pursuant to which any Person  (including  any
member of the Zengen Group) owes any duty of  confidentiality to Gum Tech or Gel
Tech,  (ii) that is required to be  disclosed  pursuant to  applicable  Law or a
final Governmental Order, or (iii) that Zengen or Zensano reasonably  determines
is  necessary  to be  disclosed  in order for such Party to  enforce  its rights
against Gum Tech or Gel Tech,  as the case may be, under the Purchase  Agreement
or this  Agreement  (and then  only to the  extent  necessary  to  enforce  such
rights).  If any member of the Zengen  Group or any  Affiliate  thereof,  or any
director,  officer,  manager,  employee,  consultant,  agent  or  representative
thereof,  becomes compelled by applicable Law or a final  Governmental  Order to
disclose any Confidential Information, such member will provide Gum Tech and Gel
Tech with prompt written notice of such  requirement so that Gum Tech and/or Gel
Tech may seek a protective  order or other  remedy in respect of such  compelled
disclosure.  If such a protective order or other remedy is not obtained by or is
not available to Gum Tech or Gel Tech,  the  applicable  Zengen Group  member(s)
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
Confidential Information.

                                    ARTICLE 3
                   ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

     3.1 ASSIGNMENT OF INTELLECTUAL  PROPERTY  RIGHTS.  Each of Robert Davidson,
Matthew Lipton,  Henry (Hank) Landau,  Larry Kaye,  Charles Hensley and Michelle
Rossow hereby  irrevocably  waives any and all right  (including  moral rights),
title and interest in and to any and all Intellectual  Property  conceptualized,
created, invented,  developed,  modified, improved or used by or in the Business
of Gel Tech or otherwise owned by Gel Tech, including,  without limitation,  any
such  Intellectual  Property  conceptualized,   created,  invented,   developed,
modified or improved by any such  individual (i) in connection with the scope of
such individual's employment or office with, or provision of consulting or other
services  to, Gel Tech,  (ii)  through  the full or partial  use of any Gel Tech
resources  (including,  without limitation,  office or other facilities,  staff,
consultants,  computer equipment or other manufacturing or design equipment), or
(iii)  during  such  individual's  working  hours  with Gel Tech,  and each such
individual hereby assigns,  conveys and transfers,  and agrees to assign, convey
and transfer,  unto Gel Tech all legal and  beneficial  right  (including  moral
rights),  title and interest in and to such  Intellectual  Property,  and hereby
further agrees to execute any and all such other documents  deemed  necessary or
appropriate by Gel Tech from time to time after the date hereof, and prepared by
Gel Tech,  to further  evidence  and give  effect to such  individual's  waiver,
assignment,  conveyance and transfer  hereunder;  provided,  however,  that this
SECTION 3.1 does not apply to any Intellectual Property that is Non-Prescriptive
Non-Nasal Gel Technology or Other Prescriptive Gel Technology.

     3.2 COOPERATION IN APPLICABLE PATENT PROCEEDINGS.  Each of Robert Davidson,
Charles  Hensley and Larry Kaye  covenants and agrees that he will,  and Zensano
covenants and agrees that it will cause each such individual to, during the life
of the `783  Patent  or any other  United  States  or  foreign  patent or patent
application  based on or  relating to the `783 Patent (any of the `783 Patent or
such other patent or patent application being an "APPLICABLE  PATENT"),  and for
as such  individual  is or should be named as an inventor or interest  holder on
any  Applicable  Patent,  cooperate  reasonably  with Gel Tech and Gum Tech,  at
either such Party's request and at either such Party's sole cost:

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          (a) in the  prosecution and maintenance by Gum Tech or Gel Tech of any
     Applicable Patent; and

          (b) in any litigation (including pre-litigation  proceedings) to which
     Gel Tech or Gum Tech is a party or is  otherwise  involved in respect of or
     in connection with, any Applicable Patent.

                                    ARTICLE 4
                        NON-COMPETITION, NON-SOLICITATION

     4.1 AMENDMENT TO IP DEVELOPMENT AND LICENSE AGREEMENT.  Section 3 of the IP
Development and License  Agreement  ("Non-Competition")  is hereby terminated in
its entirety and is of no further force or effect.

     4.2  COVENANT  NOT TO  COMPETE  BY GUM TECH AND GEL TECH.  During the Term,
unless expressly  permitted in writing by Zengen and Zensano or their respective
successors and assigns (which  permission will be at each such Persons' absolute
discretion),  Gum Tech and Gel Tech  covenant  that they will not, nor will they
cause any Affiliate or any director,  officer, manager, employee,  consultant or
agent of Gum Tech,  Gel Tech or any such  Affiliate to,  directly or indirectly,
whether or not through the use of any  interposed  entity,  agent or consultant,
own (other than the  ownership of less than one percent (1%) of the  outstanding
common stock of any  corporation  (but without  otherwise  participating  in the
activities of such  corporation)  if such common stock is listed on any national
or regional securities exchange or automated dealer quotation system or has been
registered  under  Section  12(g) of the  Securities  Exchange  Act of 1934,  as
amended),  invest in,  finance,  manage,  control,  operate,  conduct,  support,
provide  services,  advice or other support to,  participate  in, enter into any
partnership  or joint  venture  with,  engage in or be  employed  by or in,  any
business or activity involving the research,  development,  design,  production,
manufacture, marketing or sale, anywhere in the Protected Territory, of:

          (a) Non-Prescriptive Non-Nasal Gel Technology; or

          (b) Other Prescriptive Gel Technology

     4.3  COVENANT  NOT TO COMPETE  BY ZENGEN  GROUP.  During  the Term,  unless
expressly  permitted  in  writing  by Gum Tech and Gel Tech or their  respective
successors and assigns (which  permission will be at each such Persons' absolute
discretion),  each member of the Zengen  Group  covenants  that it will not, nor
will it cause any Person,  including  any  Affiliate or any  director,  officer,
manager, employee,  consultant or agent of such member or any such Affiliate to,
and Zengen will not permit any of Robert Davidson,  Matthew Lipton, Henry (Hank)
Landau or Larry Kaye to, directly or indirectly,  whether or not through the use
of any interposed entity, agent or consultant,  own (other than the ownership of
less than one percent (1%) of the  outstanding  common stock of any  corporation
(but without  otherwise  participating in the activities of such corporation) if
such common stock is listed on any national or regional  securities  exchange or
automated  dealer quotation system or has been registered under Section 12(g) of
the Securities  Exchange Act of 1934, as amended),  invest in, finance,  manage,
control,  operate,  conduct,  support, provide services, advice or other support
to,  participate in, enter into any partnership or joint venture with, engage in
or be  employed  by or in, any  business or  activity  involving  the  research,
development, design, production, manufacture, marketing or sale, anywhere in the
Protected Territory, of:

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          (a) Cold Remedy Gel Technology;

          (b) Non-Prescriptive Nasal Gel Technology; or

          (c) Nicotine Gel Technology.

     4.4 NO SOLICITATION OF CUSTOMERS. Each member of the Zengen Group covenants
and agrees that during the Term, unless otherwise expressly permitted in writing
by Gum Tech and Gel Tech (which  permission  will be at such Parties'  exclusive
discretion), such member will not, nor will he, she or it cause any Affiliate or
any director, officer, manager, employee,  consultant or agent of such member or
any such  Affiliate  to,  and Zengen  will not  permit  any of Robert  Davidson,
Matthew Lipton or Henry (Hank) Landau to, directly or indirectly, (i) call on or
solicit for purposes of diverting or taking away from Gum Tech,  Gel Tech or any
Affiliate  thereof  any  Person  that is or has been  within  the two (2)  years
immediately  preceding the date hereof a customer of Gel Tech or the Business or
whose  identity is known to any member of the Zengen Group as of the date hereof
as one which Gum Tech, Gel Tech or any Affiliate  thereof  intends to solicit or
has  contemplated  soliciting  for  the  sale of  products  or  services  of the
Business, or (ii) induce or attempt to induce any customer,  supplier,  licensee
or other  Person to cease  conducting  business  with Gum Tech,  Gel Tech or any
Affiliate thereof or in any way interfere with the relationship between any such
customer,  supplier, licensee or other business entity and Gum Tech, Gel Tech or
any Affiliate thereof.

     4.5 NO SOLICITATION OF GEL TECH EMPLOYEES. With respect to each employee of
Gel Tech,  each member of the Zengen Group  covenants  and agrees that until the
earlier  of (i) the  prior  termination  by Gel Tech of the  employment  of such
employee,  and (ii)  December 31, 2002,  such member will not, nor will it cause
any Affiliate or any director,  officer, manager, employee,  consultant or agent
of such member or any such Affiliate to, directly or indirectly:

          (a) induce or attempt to induce any such employee of Gel Tech to leave
     the employ of Gel Tech;

          (b) interfere with the  relationship  between Gum Tech or Gel Tech and
     any such employee; or

          (c) employ or otherwise engage as an employee, consultant, independent
     contractor  or otherwise  any such employee of Gel Tech (except and only to
     the extent that such engagement was in effect as of September 30, 2001);

PROVIDED,  however,  that the  provisions  of this SECTION 4.5 will not apply to
general  solicitations  or  advertisements  for  employment  made to the general
public through newspapers, trade publications or radio or television broadcasts,
or to the  hiring  of any  employee  of Gel Tech  who  voluntarily  and  without
solicitation from any member of the Zengen Group or any Affiliate thereof (other
than a general  solicitation to the public  described  herein) seeks  employment
with a member of the Zengen Group or an Affiliate thereof.

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     4.6 AMENDMENT OF PROVISIONS TO COMPLY WITH LAW. Each Party acknowledges and
agrees that the covenants and obligations made and undertaken by it in ARTICLE 2
and this  ARTICLE 4, as  applicable,  are  reasonable  with respect to duration,
geographic  area and scope of activity,  and each Party  covenants  that it will
not, directly or indirectly,  initiate or participate in any action or otherwise
do or cause to be done any act or thing to cause any such covenant or obligation
to be terminated,  cancelled,  voided, nullified,  reduced in scope or effect or
otherwise declared  unenforceable.  If, however, any provision of this Agreement
is finally  determined  or declared by a court of competent  jurisdiction  to be
illegal,  unenforceable,  invalid,  contrary to public policy,  void or voidable
under  any  applicable  Law,  then  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,
including,  without  limitation,  the maximum  durational,  geographic and other
limitations  permitted by applicable Law. In particular,  if required by a final
determination  or declaration of a court of competent  jurisdiction in order for
this Agreement to remain valid and enforceable against the Parties:

          (a) the  Protected  Territory  will be reduced  to the United  States,
     Canada,  Mexico, Europe and Asia, or if such reduction is not sufficient in
     such  court's  determination,  to the  United  States,  Canada,  Mexico and
     Europe,   or  if  such   reduction  is  not   sufficient  in  such  court's
     determination,  to  the  United  States,  Canada  and  Mexico,  or if  such
     reduction is not  sufficient in such court's  determination,  to the United
     States and Canada,  or if such  reduction is not sufficient in such court's
     determination, to the United States alone; and

          (b) the Term will be  reduced  to four (4) years from the date of this
     Agreement,  or  if  such  reduction  is  not  sufficient  in  such  court's
     determination,  to three (3) years from the date of this  Agreement,  or if
     such reduction is not sufficient in such court's determination,  to two (2)
     years  from  the  date  of this  Agreement,  or if  such  reduction  is not
     sufficient in such court's determination,  to one (1) year from the date of
     this Agreement.

In any event,  the validity and  enforceability  of the remaining  provisions of
this  Agreement  will not be affected by any amendment  contemplated  by or made
pursuant to this SECTION 4.6. Without limiting the foregoing,  the covenants and
obligations  contained in this Agreement will be construed as separate covenants
and  obligations,  covering their respective  subject matters.  Each breach of a
covenant or obligation  set forth in this Agreement will give rise to a separate
and independent cause of action.

                                    ARTICLE 5
                          AMENDMENTS TO IP DEVELOPMENT
                              AND LICENSE AGREEMENT

     5.1 TERMINATION AND SURVIVAL OF NOTICE AND LICENSE  OBLIGATIONS.  Gum Tech,
Zengen and Zensano  acknowledge  and agree that the  Operating  Agreement of Gel
Tech dated May __, 1999,  as amended (the  "ORIGINAL  OPERATING  AGREEMENT")  is
terminated as of the date hereof,  and is superseded and replaced as of the date
hereof by a separate Operating Agreement  evidencing Gum Tech as the sole member
of Gel Tech.  In  connection  with the  termination  of the  Original  Operating
Agreement:

                                        9
<PAGE>
          (a)  Paragraph  7.1 of the IP  Development  and License  Agreement  is
     hereby deleted in is entirety and replaced with the following:

          "7.1 This  Agreement  will commence on the Effective Date and continue
          in full force and effect until the  expiration or  termination  of the
          Operating Agreement,  unless earlier terminated in accordance with the
          express  provisions  of  this  Agreement;   PROVIDED,   HOWEVER,  that
          Paragraphs  2.2.3,  2.3.4,  2.4.4,  2.5.3, 2.7, 4, 5, 6.1, 6.2 and 8.1
          through 8.5,  inclusive,  and all rights and  obligations  thereunder,
          will survive the  expiration or any  termination of this Agreement and
          will  continue  in  perpetuity,   unless  such  provisions  expire  or
          terminate by their terms."

          (b) the  applicable  obligations  of each of Gum  Tech,  Gel  Tech and
     Zensano (as the lawful  successor of BDT) under  Paragraphs  2.2.1,  2.2.2,
     2.3.1,  2.3.2, 2.3.3, 2.4.1, 2.4.2, 2.4.3, 2.5.1, 2.5.2 and 2.6.1 of the IP
     Development  and License  Agreement to promptly  disclose to each other (as
     applicable)  certain Gel  Technology  that each such Party owns or acquires
     will  survive  the   termination  of  the  Original   Operating   Agreement
     indefinitely,  to the extent  applicable to any such Gel Technology that is
     owned or acquired before the date hereof,  but hereby cease to apply to any
     Gel  Technology  acquired  or  developed   (including  the  acquisition  or
     development of any  improvement or  modification  to Gel Technology that is
     owned or  acquired  before  the date  hereof) by such Party on or after the
     date hereof; and

          (c) the licenses granted by each of Gum Tech, Gel Tech and Zensano (as
     the lawful successor of BDT) under Paragraphs 2.2.1,  2.2.2,  2.3.1, 2.3.2,
     2.3.3,  2.4.1,  2.4.2,  2.4.3, 2.5.1, 2.5.2 and 2.6.1 of the IP Development
     and  License  Agreement  will  survive  the  termination  of  the  Original
     Operating  Agreement  indefinitely as irrevocable,  fully-paid,  perpetual,
     exclusive,  world-wide  licenses,  but only to the extent applicable to Gel
     Technology that was owned or acquired by such Party before the date hereof.

                                    ARTICLE 6
                               GENERAL PROVISIONS

     6.1 ENTIRE  AGREEMENT.  This Agreement and the IP  Development  and License
Agreement,  as amended  hereby,  collectively  constitute the entire,  final and
complete  agreement  among the Parties with respect to the subject matter hereof
and   supersede   all   prior   agreements,    representations,    negotiations,
communications  and  understandings  (other than  Zengen's and Zensano's and Gum
Tech's  respective  representations,  warranties  and covenants set forth in the
Purchase Agreement, which are in no way affected or superseded by this Agreement
or the IP Development and License Agreement, as amended hereby), whether written
or oral,  between or among any of the Parties with respect to the subject matter
hereof.  With respect to the matters  contemplated  in this Agreement and the IP
Development and License Agreement,  as amended hereby, 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,
the IP Development and License  Agreement,  as amended  hereby,  or the Purchase
Agreement.

                                       10
<PAGE>
     6.2  INJUNCTIVE  RELIEF.  The  Parties  acknowledge  and agree that (i) the
provisions of ARTICLE 2, ARTICLE 3 and ARTICLE 4 are reasonable and necessary to
protect the  legitimate  business  interests of Gum Tech,  Gel Tech,  Zengen and
Zensano,  (ii) any violation of any covenant  contained in any such Article will
result in irreparable injury to the Party(ies)  affected by such violation,  the
exact amount of which will be difficult to ascertain or estimate,  and (iii) the
remedies  at law for any such  violation  will  not be  reasonable  or  adequate
compensation for such Party(ies) for such a violation.  Accordingly, the Parties
agree  that if any Party  violates  any  covenant  given by it under  ARTICLE 2,
ARTICLE 3 or ARTICLE 4,  then,  in  addition  to any other  remedy  which may be
available at law or in equity,  the  Party(ies) to which such covenant was given
will be entitled to specific performance and injunctive relief,  without posting
bond or  other  security,  and  without  the  necessity  of  proving  actual  or
threatened damages.

     6.3 FULL PERFORMANCE REQUIRED. The doctrine of substantial  performance has
no  application  under  or in  respect  of this  Agreement.  Each  covenant  and
obligation  contained  in this  Agreement  has  been  carefully  considered  and
represents  the agreed  minimum level of  performance  giving rise to applicable
rights and obligations hereunder.

     6.4 NO WAIVER,  DISCHARGE.  The failure of any Party to enforce at any time
any  provision of this  Agreement  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.

     6.5 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  hereto  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.

     6.6  MODIFICATION  AND  AMENDMENT.  This  Agreement  may not be modified or
amended except by an instrument in writing executed by each Party hereto.

     6.7 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, Zensano or any other member of the Zengen Group, to:

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

                                       11
<PAGE>
     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 Gum Tech or Gel Tech, to:

          c/o 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
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 hereto 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.

                                       12
<PAGE>
     6.8 TIME IS OF THE ESSENCE.  Time is of the essence in this Agreement.  Any
time limit  mentioned  herein has been  carefully  considered and represents the
agreed absolute outside limit of time within which a Party's  applicable  rights
must be exercised and obligations must be performed.

     6.9 DURATION OF RIGHTS.  Rights and obligations created by or arising under
this Agreement will terminate  automatically upon termination of this Agreement,
except as otherwise expressly provided herein.

     6.10  SUCCESSORS  AND  ASSIGNS.  This  Agreement  will be binding  upon the
Parties and their  successors  and  permitted  assigns.  No Party may assign its
rights  under  this  Agreement  or  delegate  or dispose  of its  covenants  and
obligations  hereunder without the express written consent of each Party that is
the beneficiary of such covenants and obligations (which consent will be at such
Party's exclusive discretion).  Notwithstanding,  the foregoing sentence, any of
Gum Tech, Gel Tech,  Zengen or Zensano may assign all of its rights hereunder to
a third  party  in  connection  with  the  sale to such  third  party  of all or
substantially  all of such Party's assets if such third party agrees to be bound
by the covenants and obligations  hereunder of the assigning party, and provided
that such  assignment  will not relieve the assigning Party of its covenants and
obligations hereunder.

     6.11 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.

     6.12 FORUM FOR DISPUTES. All disputes arising out of, with respect to or in
connection with this Agreement 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.

     6.13 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.

     6.14 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)

                                       13
<PAGE>
     IN  WITNESS  WHEREOF,  each of the  Parties  has  executed  or caused  this
Agreement to be executed as of the date first above written.

ZENGEN, INC.
                                          --------------------------------------
                                          Robert Davidson
By:
   -----------------------------------
Name:
     ---------------------------------
Title:
      --------------------------------    --------------------------------------
                                          Matthew Lipton


ZENSANO, INC.
                                          --------------------------------------
                                          Henry (Hank) Landau
By:
   -----------------------------------
Name:
     ---------------------------------
Title:
      --------------------------------    --------------------------------------
                                          Larry Kaye


GUM TECH INTERNATIONAL, INC.
                                          --------------------------------------
                                          Charles Hensley

By:
   -----------------------------------
   Carl J. Johnson
   President
                                          --------------------------------------
                                          Michelle Rossow

GEL TECH, L.L.C.

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

                                       14

</TEXT>
</DOCUMENT>
