THIS DEBT SETTELEMENT AGREEMENT AND PUT OPTION made the 19th day of November, 2002.
KYTO BIOPHARMAN, INC. (the "Corporation") a corporation incorporated under the laws of the State of
Florida and previously known as B. Twelve, Inc.
OF THE FIRST PART
NEW YORK UNIVERSITY (the "Creditor") a New York Education Corporation
OF THE SECOND PART
WHEREAS the Corporation in indebted to the Creditor in the aggregate amount of U.S. $102,780 as of the date
hereof (the "Debt") pursuant to the terms of a Collaborative Research Agreement dated November 1, 1999 (the
"CRA"), between the Corporation and the Creditor;
AND WHEREAS the parties hereto wish to settle the Debt by having the Corporation issue common shares
from treasury to the Creditor.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual
promises and agreements herein contained (the receipt and sufficiency of which are hereby acknowledged by
each of the parties), the parties hereto covenant and agree as follows:
1. Subject to regulatory approval, the Creditor hereby agrees to convert the debt by subscribing for 113,058
common shares at a price of $1.00 per share as represented by share certificate number 1236 (the "Settlement
Shares"). In consideration for the Settlement Shares, the Creditor shall remise, release and forever discharge the
Corporation from the Corporation's Debt, said release and discharge to be in the form annexed hereto as
Schedule "A," (the "Release") provided, however, that said Release is applicable only to the Debt and shall not
apply with respect to any other obligations of the Corporation to the Creditor or claims the Creditor may now or
hereafter have against the Corporation whether such claim or obligation arises under the terms of the CRA or
2. Subject to regulatory approval, the Corporation hereby agrees that in consideration of the above Release is
shall allot and issue the Settlement Shares to the Creditor, said Settlement Shares