LICENSE AND SUPPLY AGREEMENT



     This Supply Agreement, dated as of the ninth day of February 2000, is

between GENEVA PHARMACEUTICALS, INC., a Colorado corporation, with offices at

2655 West Midway Boulevard, Broomfield, Colorado 80038 ("Geneva"), and OBAGI

MEDICAL PRODUCTS, INC., a California corporation, with offices at 310 Golden

Shore, Long Beach, CA 90802.



     WHEREAS, Buyer wishes to purchase Tretinoin Cream in 20gm and 45gm tubes

of 3 strengths, 0.1%, 0.05%, and 0.025% (hereinafter, the "Products") from

Geneva; and



WHEREAS, Geneva is willing to supply the Products to Buyer for resale upon

the terms and conditions set forth herein;



     NOW, THEREFORE, the parties hereto agree as follows:



1.   DEFINITIONS



           (a)   The following terms shall have the meanings set forth or

where indicated, below for purposes of this Agreement:



     "ACT" means the Federal Food, Drug and Cosmetic Act, as amended from

time to time.



     "AFFILIATE" of any person shall mean any corporation or other business

entity which, directly or indirectly, controls, is controlled by, or is under

common control with, such person. For purposes of this definition, the term

"control" (as used in the terms "controls," "controlled by," and "under

common control with") means either (a) holding fifty (50) percent or more of

the outstanding voting securities of an issuer or (b) in the case of an

entity that has no outstanding voting securities, having the right to fifty

(50) percent or more of the profits of the entity, or having the right in the

event of dissolution to fifty (50) percent or more of the assets of the

entity.



     "ANDA" means an abbreviated new drug application filed with the FDA with

respect to the manufacture or sale of a Product.



     "BUYER INDEMNIFIED PARTIES" shall have the meaning given thereto in

Section 10.2 hereof.



     "FDA" means the United States Food and Drug Administration.



     "FORMS" shall have the meaning given thereto in Section 18.3 hereof.



     "GENEVA INDEMNIFIED PARTIES" shall have the meaning given thereto in

Section 10.1 hereof.



     "GMP" means current good manufacturing practices as defined from time to

time in Section 501(a)(2)(B) of the Act and the applicable rules and

regulations of the FDA.



     "INITIAL TERM" shall have the meaning given hereto in Section 11.1

hereof.





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     "ORDER DATE" shall have the meaning given thereto in Section 4.2 hereof.



     "PROCEDURES" shall have the meaning given thereto in Section 3.8 hereof.



     "PRODUCTS" shall have the meaning set forth in the recitals to this

Agreement.



     "TERRITORY" means the United States.



2.   PURCHASE AND SALE; LICENSE



     2.1   During the term of this Agreement, and subject to the provisions

hereof, Geneva agrees to supply to Buyer, and Buyer agrees to purchase from

Geneva, all of Buyer's requirements for the Products. All orders for the

Products shall be made pursuant to written purchase orders delivered to

Geneva in accordance with Section 4 hereof. All purchase orders from Buyer

shall be in multiples of full batch sizes which are commonly used in routine

production of the Products. Minimum batch sizes are set forth on Schedule A.

The parties reserve the right to negotiate modified minimum batch sizes on

mutually agreeable terms and conditions. Each shipment to a different

shipping location shall be considered a separate shipment for purposes of

this Agreement.



     2.2   Geneva hereby grants to Buyer the non-exclusive right to market,

sell, and distribute the Products in the Territory under the Obagi label or

such other labels owned or controlled by Buyer, and consented to by Geneva.



3.   PRICE; PAYMENT, MARKETING RESPONSIBILITY; MISCELLANEOUS TERMS AND

     CONDITIONS OF SALE



     3.1   (a)   The Transfer Price payable by Buyer for the Products shall

be as set forth in Schedule B attached hereto. Geneva will make every attempt

to maintain firm prices during the term of the contract on the Products.

However, market conditions may change. Geneva, therefore, reserves the right

to adjust prices from time to time based on market conditions and the cost of

goods sold. In the event that a third party manufacturer receives FDA

approval for its ANDA for the Products, which causes the market price for the

products to decline, the parties agree to negotiate in good faith to decrease

Transfer Prices for the Products.



     3.2   (a)   Buyer shall bear the cost of any sales taxes of any kind,

nature or description whatsoever applicable to the sale of any Product sold

by Geneva to Buyer and Buyer shall forthwith pay to Geneva all such sums upon

demand unless Buyer is exempt therefrom and, as evidence thereof, provides to

Geneva, at the time of the submission of its order to Geneva, with tax

exemption certificates or permits acceptable to the appropriate taxing

authorities.



           (b)   Shipping terms are F.O.B. Geneva shipping point. Buyer shall

bear the cost of freight from Geneva's shipping location to Buyer's location.



     3.3   Each release of Product for shipment to Buyer shall constitute a

separate sale, obligating Buyer to pay therefor, subject to the terms of this

agreement, whether said shipment is





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in whole or only partial fulfillment of any order or confirmation issued in

connection therewith. Geneva agrees to invoice each separate shipment on a

separate invoice.



     3.4  (a)  Geneva shall issue its invoice to Buyer at the time of

shipment. Payments for Product sold hereunder shall be made by Buyer to

Geneva within thirty (30) days after date of invoice, terms net 30 days. If

Buyer fails to pay any invoiced amount when due, a service charge will be

imposed by Geneva on such outstanding amount for each month or portion

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