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                                  EXHIBIT 10.2

                               AMENDMENT NO. 1 TO
                                   AGREEMENTS
                                     BETWEEN
                                 GENELINK, INC.
                                       AND
                 UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER
                                 AT FORTH WORTH

       1.     PARTIES. This AMENDMENT is made and entered into by and between
UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER AT FORTH WORTH, whose address is
3500 Camp Bowie Blvd., Forth Worth, Texas 76107-2699, hereinafter referred to as
"UNTHSC", and GENELINK, INC., a Pennsylvania corporation, with its principal
office located in Margate, New Jersey, hereinafter referred to "GeneLink".

       2.     AMENDED AGREEMENTS. This is an Amendment to the DNA Specimen
Repository Agreement by and between the above listed parties dated June 21,
1995, hereinafter referred to as "AGREEMENT". A copy of the AGREEMENT is
attached hereto and incorporated by reference. In addition, this is an Amendment
to the Collateral License Agreement by and between the above listed parties
dated July 1, 1996, hereinafter referred to as "LICENSE AGREEMENT". A copy of
the LICENSE AGREEMENT is attached hereto and incorporated by reference.

       3.     AMENDMENT DATE. This AMENDMENT is effective on April 1, 1996.

       4.     AMENDMENT. In accordance with Section 21 of the AGREEMENT and
Section 1 of the LICENSE AGREEMENT, and for good and valuable consideration,
GeneLink and UNTHSC hereby make the following amendments:

       SECTIONS 9.1 AND 2.1 of the AGREEMENT shall be modified as follows:

              GeneLink shall continue to pay UNTHSC (***) per client for a
              period of 5 years beyond the date of termination of the AGREEMENT
              on March 21, 2001. On or about April 1, 2005, the parties shall
              negotiate in good faith a possible adjustment of this fee based
              upon current technology and costs. Absent a written agreement
              signed by both parties adjusting this resulting from such
              negotiation, all kits sold under the terms of the AGREEMENT will
              be stored by UNTHSC in accordance with the terms of the AGREEMENT
              at the rate of (***) per sample through March 30, 2006.

       SECTION 2 of the LICENSE AGREEMENT shall be replaced with the following:

              This LICENSE AGREEMENT shall be for the term of the AGREEMENT


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              and for the term of the AMENDMENT effective on April 1, 1996,
              through March 30, 2006, and any other subsequent extensions. This
              LICENSE AGREEMENT shall be subject to termination upon the
              conditions of the AGREEMENT.

       5.     CONFLICT. Other than the matters addressed above, this AMENDMENT
does not act to change or alter any other provision of the AGREEMENT or the
LICENSE AGREEMENT. In the event of a conflict between the terms of this
AMENDMENT and the AGREEMENT, the terms of this AMENDMENT will control. In the
event of a conflict between the terms of this AMENDMENT and the LICENSE
AGREEMENT, the terms of this AMENDMENT will control.

UNIVERSITY OF NORTH TEXAS                  GENELINK, INC.
HEALTH CENTER AT FORT WORTH

By: /s/ David M. Richard, D.O.             By: /s/John R. DePhillipo
    --------------------------                 ------------------------------
    David M. Richard, D.O.                     John R. DePhillipo
    President                                  President and CEO

Date:  November 11, 1996                   Date:  November 5, 1996




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