SETTLEMENT AGREEMENT AND RELEASE



      This Settlement Agreement and Release ("Agreement") is made by and

between IGI, Inc., successor to Medatz, Inc. and ImmunoGenetics, Inc.

(hereafter" IGI") and LEXINGTON INSURANCE COMPANY ("LEXINGTON").  IGI and

LEXINGTON are collectively referred to herein as the "PARTIES" to this

Agreement.



      WHEREAS, IGI was, at the request of the New Jersey Department of

Environmental Protection, required to remediate environmental contamination

at or from 711 Harding Highway, Buena, New Jersey ("the Site").



      WHEREAS, IGI asserts defense and indemnification coverage from

Lexington due to contamination at or from the Site pursuant to Policy:



                   5558837 (EFFECTIVE 01/01/84 - 01/01/85)



      WHEREAS, LEXINGTON disputes IGI's claim to coverage;



      WHEREAS, without admission of any kind, and to avoid the costs,

efforts and further delays, IGI and LEXINGTON desire to amicably and in good

faith resolve all issues relating to indemnification and defense by entering

into this Agreement.



      NOW, THEREFORE, in consideration of and in reliance upon the recitals,

promises, covenants, understandings, obligations set forth herein, the

PARTIES hereto mutually agree as follows:



1.    PAYMENT BY LEXINGTON



      In accordance with the terms set forth herein, and contingent upon

receipt of an executed copy of this Agreement by IGI, LEXINGTON will pay to

IMMUNOGENETICS the sum of ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS AND ZERO

CENTS ($175,000.00). Said payment is to be made within sixty (60) days after

execution of this Agreement by IGI and shall be deemed complete upon First

Class Mail to Flaster/Greenberg, counsel for IGI.



2.    RELEASE BY IGI



      In consideration for the above payment, IGI hereby releases, remises,

and forever discharges LEXINGTON and any other company corporately

affiliated with the American International Group (including, but not limited

to, those entities identified on Exhibit 1 attached hereto and incorporated

herein by this reference), and their predecessors, successors, assigns,

parent corporations, subsidiaries, affiliates, and agents, and the officers,

directors, employees, agents shareholders and representatives of any of them

(hereinafter referred to as "RELEASEES") from any and all duties,

liabilities, responsibilities, defense costs or obligations for, related to

or with regard to any and all Claims whether past, present, or future, known

or unknown or asserted or unasserted





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(including, but not limited to, claims for bad faith, malicious prosecution,

statutory or regulatory violation or punitive or other extra-contractual

damages of any type), arising out of or related to the "Claims" related to

the Site.



      Upon execution of this Release, and payment of the sums identified in

Paragraph I of this agreement, RELEASEES shall have no further duties or

obligations based upon, arising out of or related in any way to the Policies

with respect to any Claims released hereunder.



      As used herein, "Claim(s)" shall mean any and all duties, liabilities,

responsibilities, or obligations, including, but not limited to claims for

bodily injury, personal injury, property damage, clean up costs,

remediation, and investigation costs for, related to, or with regard to any

demand, claim, liability or suit request for relief, action or forbearance

of any kind, proceeding and/or notices of partial or total responsibility

(including Potential Responsible Party or "PRP" notices) made, asserted,

threatened or filed against IGI arising at or related to the Site.



      Notwithstanding the above, it is understood that, as used herein,

"Claim(s)" excludes any claim arising out of any Natural Resources Damages

that may be brought by the New Jersey Department of Environmental

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