PRICE PROTECTION AGREEMENT



PRICE PROTECTION AGREEMENT (the "Agreement") is made as of May 1, 2002, by and

among B. Twelve, Inc. a Florida corporation (the "Corporation"), and

Credifinance Gestion S.A., a Switzerland corporation (the "Holder").



RECITALS

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WHEREAS, the Corporation and the Holder are entering into that certain

Convertible Debenture - Series A and Security Agreement dated of even date

herewith (the "Debenture") for the financing of the Corporation's use of

proceeds as defined in the Debenture under Section 5.1(16);



WHEREAS, the Holder has made the Debenture closing conditional on the

Corporation providing anti-dilution protection to the Holder,



WHEREAS, the Corporation has agreed to deliver additional Common Shares to the

Holder for each share owned by the Holder on a fully diluted basis, as set out

in in Schedule A to this Agreement, in the event that the Corporation is

required to issue shares directly or indirectly at a price below the Purchase

Price defined herein;



NOW THEREFORE, in consideration of the mutual promises herein made, and in

consideration of the representations, warranties, and covenants herein

contained, the Corporation and the Holder hereby agree as follows:



                                    ARTICLE 1

                                 INTERPRETATION



SECTION 1.1       DEFINITIONS.



As used in this Agreement, the following terms have the following meanings:



"affiliates" means, with respect to a specified Person, any Person directly or

indirectly controlling, controlled by, or under common control with the

specified Person, including without limitation their stockholders and any

Affiliates thereof. A Person shall be deemed to control a corporation or other

entity if the Person possesses, directly or indirectly, the power to direct or

cause the direction of the management and business of the corporation or other

entity, whether through the ownership of voting securities, by contract, or

otherwise.



"Business Day" means any day of the year, other than Saturday, Sunday or other

day on which banks are required or authorized to close in Toronto, Ontario.



 "Common Shares" means the shares of $0.0001 par value of the Corporation

designated as common shares in its certificate of incorporation dated March 5,

1999, as amended by certificates and articles of amendment, as such shares exist

at the commencement of business on this date. "Common Share" is the singular of

Common Shares.



"Medarex Agreement" means the Securities Acquisition Agreement dated January 15,

2001 between Medarex Inc. and the Corporation.



"Person" means an individual, partnership, corporation, trust, joint venture,

joint stock company, limited liability company, association, unincorporated

organization, Governmental Authority, or any other entity.



"Purchase Price" means the Purchase Price as defined in the Medarex Agreement,

or $3.00 per Common Share.



                                      -1-

<PAGE>



"Securities Laws" means the Securities Act of 1933 and the securities laws of

any state in the United States of America and the rules, regulations and

policies of any U.S. securities regulatory authority administering such

securities laws, as the same shall be in effect from time to time.



"Shareholders Agreement" means that certain Amended and Restated Unanimous

Shareholders' Agreement dated January 15, 2001 by and among the Corporation and

its shareholders, as amended from time to time.



                                    ARTICLE 2

                            ANTI-DILUTION PROVISIONS



SECTION 2.1.      DELIVERY OF ADDITIONAL COMMON SHARES.



(a) If, at any time or from time to time after the date hereof, the Corporation

shall issue or sell any Common Shares (a "Change of Shares") for a consideration

per share less than the Purchase Price (the "New Purchase Price"), then the

Corporation shall be required to deliver to the Purchaser such number of

additional Common Shares (the "Additional Shares") as shall be determined by

dividing the Stated Amount by the New Purchase Price and then subtracting the

number Common Shares which have been delivered to the Purchaser pursuant to the

Agreement prior to any such Change of Shares. Purchaser shall not be required to

pay any additional consideration for any such Additional Shares. Notwithstanding

the foregoing, no adjustment in the number of shares deliverable hereunder shall

be made as a result of the issuance or sale of Common Shares pursuant to the

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