DISTRIBUTOR AGREEMENT

                                     BETWEEN

                                    CNS, INC.

                                       AND

                                 EISAI CO., LTD.



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                                TABLE OF CONTENTS                           Page

                                -----------------                           ----



ARTICLE I - DEFINITIONS........................................................1

        1.1    Party...........................................................1

        1.2    Products........................................................1

        1.3    Term of this Agreement..........................................2

        1.4    Territory.......................................................2

        1.5    Trademarks......................................................2

        1.6    Year............................................................2



ARTICLE II - DISTRIBUTION AND OTHER RESPONSIBILITIES...........................2

        2.1    Appointment.....................................................2

        2.2    Acceptance, Activity, and Compensation..........................2

        2.3    Facilities and Capability.......................................3

        2.4    Promotion.......................................................3

        2.5    Market Information..............................................3

        2.6    Business Planning and Review....................................4

        2.7    Not an Agent....................................................4

        2.8    Conflict of Interest............................................5

        2.9    Expenses........................................................5

        2.10   Goodwill........................................................5

        2.11   Nondisclosure...................................................5

        2.12   Performance Objectives..........................................6

        2.13   Other Responsibilities of EISAI.................................6



ARTICLE III - PURCHASE AND SUPPLY OF PRODUCTS..................................6

        3.1    Purchase and Supply.............................................6

        3.2    Prices, Terms, and Conditions...................................6

        3.3    Inventories:....................................................6



ARTICLE IV - TRADEMARKS........................................................7

        4.1    Trademarks......................................................7

        4.2    Infringement....................................................8



ARTICLE V - TERM AND TERMINATION...............................................8

        5.1    Duration........................................................8

        5.2    Termination by Either Party.....................................8

        5.3    Termination by CNS..............................................9

        5.4    Reasonable Notice:..............................................9

        5.5    Effect of Termination or Expiration.............................9





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ARTICLE VI - INDEMNIFICATION..................................................10

        6.1    Indemnification by CNS.........................................10

        6.2    Indemnification by EISAI.......................................10

        6.3    Qualifications.................................................10



ARTICLE VII - MISCELLANEOUS PROVISIONS........................................10

        7.1    Notice:........................................................10

        7.2    Validity:......................................................11

        7.3    Compliance with Law; Governing Law; Disputes...................11

        7.4    Assignment.....................................................12

        7.5    Non-waiver.....................................................12

        7.7    Headings.......................................................12

        7.8    Entire Agreement...............................................12

        Schedule A - Products and Territory...................................14

        Schedule B - Trademarks...............................................15

        Schedule C - Performance Objectives...................................16





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                            CNS DISTRIBUTOR AGREEMENT



                                 EISAI CO., LTD.



        Agreement made effective as of the 1st day of August, 2000 (the

"Effective Date") by and between CNS, Inc., a corporation whose principal

offices are located 7615 Smetana Lane, Eden Prairie, Minnesota 55344 USA

(hereinafter referred to as "CNS") and EISAI Co., Ltd., a Japanese company whose

principal offices are located at 4-6-10 Koishikawa, Bunkyo-ku, Tokyo 112-8088

Japan (hereinafter referred to as "EISAI").



        WHEREAS, CNS wishes to arrange for the promotion, sale and distribution

of the Products (hereinafter defined) in the Territory (hereinafter defined) on

the terms and conditions set forth below; and



        WHEREAS, EISAI wishes to become a distributor of the Products for CNS in

the Territory and represents that it possesses qualified personnel and

sufficient financial and physical resources to promote fully CNS's Products in

the Territory.



        NOW, THEREFORE, in consideration of the above and of the mutual promises

set forth below, the parties hereby agree as follows:





                             ARTICLE I - DEFINITIONS



        In this Agreement each of the terms listed below has the meaning

indicated. Words incorporating the singular shall also include the plural and

vice versa where context requires.



        1.1 PARTY: CNS or EISAI as the case may be, when used in the singular,

and both CNS and EISAI when used in the plural.



        1.2 PRODUCTS: CNS's tan and clear Breath Right(R) nasal strips, in

finished, packaged form, and any other Products defined in Schedule A, attached

hereto, as such Schedule A may be updated from time to time by agreement of the

Parties; provided, however, that (a) CNS may elect not to offer all of its

products to EISAI for distribution under this Agreement; (b) CNS may

unilaterally delete from the list of Products at any time, upon one hundred and

eighty (180) days'





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notice to EISAI, those products which CNS no longer offers generally for sale to

distributors in the same form or with the same specifications; and (c) CNS may

delete any Products from the list of Products at any time, for any reason, upon

one hundred twenty (120) days' notice thereof to EISAI, with the agreement of

EISAI or if CNS offers a comparable replacement for the Product to be deleted

from the list. The quality agreement which contains the specifications, handling

instructions, special precautions and other information relating to the Products

shall be separately agreed by CNS, EISAI and HERUSU.



        1.3 TERM OF THIS AGREEMENT: That period from the Effective Date until

the expiration or termination of this Agreement as provided herein, including

any extension or renewal.



        1.4 TERRITORY: All areas and territories of Japan.



        1.5 TRADEMARKS: Trademarks as shown on Schedule B of this Agreement

attached hereto and made a part hereof, and including any other trademarks,

trade names and designs that EISAI knows or are associated with the Products,

whether registered or unregistered. CNS may from time to time add trademarks to

the list on Schedule B through simple notice thereof to EISAI or by unilaterally

providing to EISAI a new Schedule B.



        1.6 YEAR: The first Year of this Agreement shall be the period from

August 1, 2000, to March 31, 2001. Thereafter, Years of this Agreement shall be

the twelve (12) month periods commending on April 1 and ending on the following

March 31.





              ARTICLE II - DISTRIBUTION AND OTHER RESPONSIBILITIES



        2.1 Appointment: CNS hereby appoints EISAI as its exclusive distributor

for the Territory with the right to appoint sub-distributors and agrees that CNS

will not appoint or sell the Products to another distributor in the Territory,

except to HERUSU as supplier to EISAI, so long as EISAI is not in breach of any

terms or provisions of this Agreement subject to Clause 5.2, 5.3 and 5.4 herein.

CNS will attempt to ensure EISAI's exclusivity for sale of Products in the

Territory, but in cases where CNS is prevented by law from restricting sales by

CNS's other distributors or representatives out of their respective territories

into the Territory, CNS assumes no responsibility for such sales. Without paying

any fees or incurring any similar liabilities or obligations, CNS shall exert

reasonable efforts to arrange a smooth transition of information and business to

EISAI from CNS's previous distributor for the Territory.



        2.2 Acceptance, Activity, and Compensation: EISAI hereby accepts the

appointment and agrees that it will diligently promote, sell, and distribute the

Products in the Territory in accordance with the terms and conditions of this

Agreement. Eisai shall also provide all customary distributor services,

including without limitation delivery, distribution, stock counts and inventory

control, regulatory responsibilities, order taking, invoicing, collection,

credit risk,





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sales promotion, merchandising, free goods, trade discounts, rebates and

year-end bonuses, and reporting on and analysis of competitive activities and

products. Eisai further agrees to perform other related activities described

herein, including but not limited to those referenced in Section 2.13 below.

Among other obligations, EISAI agrees to purchase Products exclusively from

HERUSU for the Territory. EISAI shall not itself or through an affiliated party

solicit orders for Products from customers outside the Territory or sell

Products to customers outside the Territory. The sole compensation to EISAI for

its sales, marketing, information, enhancement of goodwill, and other aspects of

distribution pursuant to this Agreement but not as indemnification as provided

in Sections 4.2 and 6.1 below shall be its profit on the resale of the Products

in the Territory, and such profit shall be deemed to include all termination

obligations and other payments which CNS might, but for this provision, have had

to pay EISAI under the Agency law or applicable Laws in the Territory

("Compensation for Termination").



        2.3 Facilities and Capability: EISAI shall maintain a suitable place of

business and adequate facilities to enable it to perform its obligations under

this Agreement. EISAI shall not establish or maintain an office or warehouse

outside the Territory in connection with the sale of the Products outside the

Territory. EISAI represents that it already possesses sufficient facilities and

employs sufficient personnel to perform its responsibilities under this

Agreement, that it does not need to expand or to hire additional people in order

to represent and distribute the Products as provided herein.



        2.4 Promotion:



                2.4.1 EISAI shall use its best efforts to acquire

        sub-distributors that EISAI deems reasonably acceptable to CNS and

        otherwise to expand the market for the Products in the Territory and

        carry out a merchandising policy designed to preserve the goodwill that

        is currently associated with the name of CNS and with the Products.



                2.4.2 EISAI shall provide advice and assistance to CNS in CNS's

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