AGREEMENT AND RELEASE



         WHEREAS, DEMETER BIOTECHNOLOGIES, LTD and/or DEMEGEN, INC. (hereinafter

"Demegen") and MYCOGEN CORPORATION and/or DOW AGROSCIENCES LLC (hereinafter

"Mycogen") were parties to a certain Restated Demeter-Mycogen License and

Royalty Agreement, effective September 23, 1997 (the "1997 Agreement") and to a

certain Addendum to the Restated Demegen-Mycogen License and Royalty Agreement,

effective October 10, 1998 (the "1998 Addendum");



         WHEREAS, Demegen has asserted claims and allegations against Mycogen in

a certain arbitration proceeding (the "Arbitration") pending before Technology

Mediation Services, LLC, Sandra A. Sellers presiding (the "Arbitrator");



         WHEREAS, Demegen has alleged Mycogen breached the 1997 Agreement and

the 1998 Addendum;



         WHEREAS, Mycogen disputes the claims and allegations made against it by

Demegen;



         WHEREAS, Mycogen has asserted that it was entitled to a return from

Demegen of certain payments made to Demegen;



         WHEREAS, Demegen disputes the claims and allegations made against it by

Mycogen; and



         WHEREAS, to avoid the uncertainties inherent in the Arbitration, and in

order to purchase peace between themselves, and neither party admitting fault or

liability or the merits of their respective positions, each as against the

other, Demegen and Mycogen agree to settle and resolve the disputes between

them, fully and forevermore, according to the terms and conditions as set forth

below.



         NOW, Therefore, in exchange for and in consideration of the mutual

promises herein set forth, and intending to be bound thereby, Demegen and

Mycogen agree as follows:



         1. On or before June 17, 2002, Mycogen will pay Demegen six hundred

fifty thousand dollars ($650,000) as final research payments and partial

reimbursement of legal expenses.



         2. On or before June 17, 2002, Mycogen will pay DeForest & Koscelnik a

separate sum in the amount of one hundred fifty thousand dollars ($150,000).



         3. On or before June 17, 2002, Mycogen will pay Demegen the amount of

thirteen thousand dollars ($13,000) as reimbursement of the Arbitrator's

retainer previously paid by Demegen. Should any portion of the thirteen thousand

dollars ($13,000) paid by Demegen to the Arbitrator be reimbursed, said funds

will belong to Mycogen. Mycogen will pay any additional charges by the

Arbitrator, related to the Arbitration.





{PAGE}



         4. On or before June 17, 2002, Mycogen will pay Demegen a separate sum

in the amount of forty-three thousand four hundred forty-two dollars ($43,442)

attributable to patent expenses which are the obligation of Mycogen under the

1997 Agreement.



         5. Demegen agrees that Mycogen has made or committed herein to make all

payments required under the 1997 Agreement and/or the 1998 Addendum. Mycogen

agrees that Demegen shall not be required to return to Mycogen any prior

payments made by Mycogen.



         6. The parties stipulate and agree that the 1997 Agreement was properly

terminated under Article XIX thereof on April 30, 2002, and that the 1998

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