Exhibit 10.15

                                   AGREEMENT


This Agreement is made at PUNE on this 26th day of June 1995.
B E T W E E N
BIO-VED, INC., 911 Bern court, #110, San Jose, CA 95112 USA (hereinafter
referred to as THE COMPANY) of the FIRST PART
A N D
S.V. Karnataki, 399/28, P.C.N.T.D.A., Nigdi,
Pune - 411 002, India, (hereinafter referred to as
Mr. Karnataki) of the SECOND PART;

WHEREAS

1.  REPRESENTATIONS:
    Mr. Karnataki represented to the Company that :
    a)   He has developed a surgical antibacterial scrub and disinfectant 
    solution known as SA-12.
    b)   He is the absolute owner of the process and formula.
    c)   The said solution has been evaluated and found superior to a well
         known standard antibacterial solution in the market known as 
         Sterillium.
    d)   No other person other than Mr. Karnataki has any right, title, 
         interest or claim in the development of the said solution in the use 
         as described in Para 1(c).

2.  The representation made by Mr. Karnataki and briefly narrated in
    Para (1) above form the basis of this Agreement.

3.  The Company has, for purposes of identification, has referred to the
    use of said solution as described in Para 1(c), as SA-12.

4.  SALE:

    Mr. Karnataki agrees to sell to the Company, the exclusive rights (a) to
    seek any and all possible patents, (b) for the use, development,
    extraction, manufacture, sale and commercial exploitation of  SA-12 either
    as sole formulation or in  combination with other products or formulation
    or formulations  throughout the worlds. (These rights are referred to as
    Rights in SA-12). Mr. Karnataki  relinquishes these rights forever.

5.  PAYMENTS:
    The Company agrees to compensate Mr. Karnataki as follows:  
         a)   [******] at the time of signing of the Agreement.
         b)   [******] at time of successful completion of at
              least 3 manufacturing batches.
         c)   [******] within thirty days after first six month of sale in
              India.    

* Confidential provisions omitted and filed separately with the Commission.



6.  CONFIDENTIALITY:
    The documents and information given by Mr. Karnataki to the company shall
    be treated as confidential by the Company and shall not be disclosed by
    anybody except for the purposes of evaluation and for potential patent
    application.

7.  MARKETING
    The Company intends to use the said formulation and/or sell the said
    formulation in the worldwide market for the claims to be supported by
    clinical evaluation.

8.  SUBLICENSING:
    The Company shall be entitled to sublicense the use, manufacture and/or
    sale of the said formulation of SA-12.

9.  VESTING OF RIGHTS:
    The entire rights in respect of the said formulation, its method of
    manufacture and a commercial exploitation of the said formulation and all
    rights in SA-12 shall vest with the company and Mr. Karnataki shall not be
    entitled to interfere in it in any manner.
    
10. INTELLECTUAL PROPERTY:
    The Company will at its own expense, evaluate and if feasible, pursue
    patent applications on the said formulation and/or its uses. Mr. Karnataki
    agrees to provide all technical assistance in the preparing of
    applications, preparing responses to all examiner inquiries and presenting
    himself as needed, travel expenses at the cost to the Company, in defense
    of any application.

11. ARBITRATION:
    In the event of any dispute arising between the parties regarding this
    agreement and/or interpretation of the terms and conditions of this 
    agreement and/or liabilities arising out of this agreement, the same shall
    be referred to an arbitration of two arbitrators,  one to be appointed by
    each party and in the event of arbitrators not being unanimous in their
    decisions, the matter shall be referred to an umpire to be chosen, and
    appointed by the arbitrators. The arbitration proceedings may be held in
    India but the matter shall be decided in accordance with the law of the
    country about which or within whose territory the subject matter of dispute
    arises, or relates.

IN WITNESS WHEREOF the parties have signed this DEED on the date and year
mentioned herein.

Signed by
s/Barry Wald
Mr. Barry Wald
President
On Behalf of BIO-VED, Inc. USA
On             June, 1995.



(Party of the First Part)
Signed by
s/S.V. Karnataki
Mr. S.V. Karnataki
On 26th June, 1995
(Party of the Second Part)

In presence of
s/Shrikant Dmrani
Mr. Shrikant Dmrani
Bombay