LICENSE AGREEMENT









                                 BY AND BETWEEN



                                PERIODONTIX, INC.



                                       AND



                                  DEMEGEN, INC.













                                FEBRUARY 8, 2001







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{PAGE}   2





                                LICENSE AGREEMENT



         This LICENSE AGREEMENT (this "Agreement") is made as of February 8,

2001 ("Effective Date"), by and between Periodontix, Inc., a Delaware

corporation ("Periodontix") and Demegen, Inc., a Colorado corporation

("Demegen").



                                   RECITALS



               A. Pursuant to the terms of that certain Agreement dated February

8, 2001 between Demegen and Periodontix (the "Option Agreement"), Periodontix

granted Demegen an Option to purchase certain Technology (as defined herein).



               B. Prior to the exercise of the Option in the Option Agreement

and pursuant to the Option Agreement, Demegen desires to license from

Periodontix the Technology on the terms and conditions set forth in this

Agreement.



         NOW, THEREFORE, in consideration of the respective representations,

warranties, covenants and agreements set forth herein, the parties hereto,

intending to be bound, agree as follows:





                                    ARTICLE I

                                   DEFINITIONS





         1.1 Technology



         The term "Technology" shall mean the Intellectual Property (as defined

in the Option Agreement) and any research data, designs, formulas, process

information, clinical data and other information known to the Company which

pertains to any invention claimed in the Intellectual Property (it being

understood that the term "Technology" shall not include the Photodynamic

Technology or any intellectual property rights therein).



         1.2 Peptides.



         The term "Peptides" shall mean the quantity of peptides described in

and quantified on Exhibit A.



         1.3 Photodynamic Technology.



         The term "Photodynamic Technology" shall mean the technology described

on Exhibit B.





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         1.4 Other Terms



         All capitalized terms not otherwise defined in this Agreement shall

have the meanings ascribed to them in the Option Agreement.





                                   ARTICLE II

                           LICENSE GRANT AND PAYMENTS



         2.1 Grant.



         Periodontix hereby grants to Demegen an exclusive, world-wide, license

to use, exploit, sublicense(subject to Section 2.2), produce, modify, duplicate,

prepare and develop derivative works and new inventions with respect to, the

Technology and solely in connection therewith to use the Peptides.



         2.2 Sublicenses.



         Demegen shall have the right to enter into sublicensing agreements for

any or all of the rights, privileges and licenses granted hereunder; provided

that such sublicensing agreements shall terminate upon the termination of this

Agreement without any obligation on the part of Periodontix; and provided

further that Demegen provides to Periodontix prior written notice of such

sublicense and a copy of any and all fully-executed sublicense agreements within

ten (10) days after the grant thereof.



         2.3 Sublicense Income.



         To the extent that Demegen commercially sublicenses the Technology to a

third party pursuant to Section 2.2 ("Third Party Sublicensee"), Demegen shall

retain all consideration received from such Third Party Sublicensee; provided,

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