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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
                  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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