GlycoGenesys, Inc.                                                April 15, 2002

Master Agreement for Consulting Services                                  Page 1







================================================================================



                              CONSULTING AGREEMENT



                                 by and between



                               GlycoGenesys, Inc.



                                       and





                       BEARDSWORTH CONSULTING GROUP, INC.



===============================================================================



               [LETTERHEAD OF BEARDSWORTH CONSULTING GROUP, INC.]



{PAGE}



GlycoGenesys, Inc.                                                April 15, 2002

Master Agreement for Consulting Services                                  Page 2



                              CONSULTING AGREEMENT



         This Agreement is by and between Beardsworth Consulting Group, Inc. a

New Jersey corporation, having an address at 70 Church Street, Suite 200,

Flemington, NJ 08822, (hereinafter called "BCGI(R)"); and GlycoGenesys, Inc.

(hereinafter called "Client"); having an address at, 31 Saint James Avenue,

Boston, MA 02116.



                               W I T N E S S E T H



         WHEREAS, BCGI represents that it is under no obligation to any third

party that would interfere with the rendering to Client professional services as

hereinafter defined; and



         WHEREAS, Client is desirous of engaging BCGI's professional services;

and



         WHEREAS, BCGI desires to render professional services to Client in the

performance of agreed-upon tasks or services;



         NOW, THEREFORE, in consideration of the premises and of the mutual

promises and covenants herein contained, the parties hereto agree as follows:



         1. Prior to commencing any work hereunder, the definitions of any

specific task or project to be performed shall be agreed upon by the parties,

and attached to and made a part of this Agreement as an Attachment.



         2. BCGI shall use its best efforts to provide consulting services in

accordance with the terms of accepted offers, to keep Client advised of the

progress of the work, to permit any representative duly authorized in writing by

Client to inspect, from time to time, such results of said consulting services

as are susceptible of inspection, to provide Client with such reports,

specifications, drawings, models, and the like, as are appropriate to the nature

of the services to be contemplated by any accepted offer and to keep records of

hours worked and costs of materials used, as well as other reasonable

out-of-pocket expenses, which such records Client's duly authorized

representative may examine upon reasonable notice to BCGI.



         3. Any confidential information acquired by BCGI, its employees,

subcontractors and affiliates from Client concerning existing or contemplated

machines, products, processes, techniques, or know-how, or any information or

data developed pursuant to the performance of the consulting services

contemplated by any accepted offer made by Client shall not be disclosed by BCGI

to others or used for BCGI's own benefit without the prior written consent of

Client. This obligation of confidentiality shall not apply to:



         a. information which, at the time of disclosure to BCGI by Client is

            published, known publicly, or is otherwise in the public domain;

         b. information which, after it is disclosed to BCGI by Client is

            published, becomes known publicly, or otherwise becomes part of the

            public domain, through no fault of BCGI;



{PAGE}



GlycoGenesys, Inc.                                                April 15, 2002

Master Agreement for Consulting Services                                  Page 3



         c. information disclosed to BCGI by Client which prior to the time of

            disclosure is known to BCGI, as evidenced by written records; and

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