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EXHIBIT 10.6

                           SECOND AMENDMENT AGREEMENT
                           --------------------------

     This Second Amendment Agreement is made effective September 21, 2002
("Effective Date") by and between Albert Einstein College of Medicine of Yeshiva
University, a Division of Yeshiva University, a corporation organized and
existing under the laws of the State of New York, having an office and place of
business at 1300 Morris Park Avenue, Bronx, New York 10461 ("AECOM") and
Molecular Geriatrics Corp., a corporation organized and existing under the laws
of the State of Delaware, having an office and place of business at 50 Lakeview
Parkway, Suite 111. Vernon Hills, Illinois 60061 ("Licensee").

                                    STATEMENT
                                    ---------

     AECOM and Licensee are parties to a License and Collaborative Research
Agreement dated February 1,1994 ("the 1994 Agreement") and a License and
Collaborative Research Agreement effective July 1,1993, as amended, ("the 1993
Agreement") and an Amendment Agreement effective March 20,2002 ("the First
Amendment"). The parties wish to make changes to the 1993 Agreement and the 1994
Agreement as modified by the First Amendment

     NOW, THEREFORE, in consideration of the mutual covenants contained in the
1993 Agreement, the 1994 Agreement, the First Amendment and in this Second
Amendment Agreement and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows;

     1.   Paragraph 8 of the First Amendment is hereby amended to read as
follows:

               Within eight (8) months of the Effective Date of this Amendment
               Agreement, Licensee shall provide evidence to AECOM that Licensee
               has obtained financing of at least US$2.5 Million Dollars.
               Licensee's failure to timely provide such evidence, after notice
               of such failure and an opportunity to cure, shall be the
               equivalent of a termination of the 1994 Agreement by Licensee
               pursuant to paragraph 12.02 thereof and a termination of the 1993
               Agreement by Licensee pursuant to paragraph 13.03 thereof.

     2.    Paragraph 9 of the First Amendment is hereby deleted.

     3.    Licensee  agrees  to  make the following payments to AECOM to support
research  in  Dr.  Peter  Davies'  laboratories  at AECOM on the dates indicated
below:

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     a)   On October 21,2002, Licensee will pay AECOM $113,202.75 representing
the total amount past due to AECOM for such research as of August 1, 2002;

     b)   On November 1, 2002, Licensee will pay AECOM $37,734.25 representing
the amount due to AECOM for such research as of November 1, 2002.

     c)    $150,000.00 in calendar year 2003 and $150.000.00 in each calendar
year thereafter during the term of the 1993 Agreement and the 1994 Agreement,
inclusive of overhead and to be paid quarterly (i.e. on the 1st of February,
May, August and November) during each such calendar year.

     4.    On October 21.2002, Licensee shall pay to AECOM $10,000 in partial
consideration of AECOM's willingness to enter into this Second Amendment
Agreement.

     5.    Licensee's failure to make any of the payments required by either
paragraph 3 or 4 above shall constitute a material breach of both the 1993
Agreement and the 1994 Agreement.

     6.    The parties acknowledge that Licensee has not complied with paragraph
6 of the First Amendment because Licensee recently became a wholly owned
subsidiary of Hemoxymed Inc. Within 60 days of the Effective Date of this Second
Amendment Agreement, Licensee shall either (1) transfer to AECOM 1,666,667
shares of Licensee's common stock, representing $500,000 at $0.30 per share, or
(2) cause 1,097,324 shares of the common stock of Hemoxymed Inc. to be
transferred to AECOM.

     7.    The applicable provisions of this Second Amendment Agreement shall be
deemed to be incorporated into the 1993 Agreement, 1994 Agreement and First
Amendment in full and to be an integral part thereof as though fully set forth
therein. With the exception of the above amendments, all other provisions of the
1993 Agreement, 1994 Agreement and the First Amendment shall remain in full
force and effect.

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     IN WITNESS WHEREOF, the parties hereto have entered into and executed this
Amendment Agreement on the date first above written.



ALBERT EINSTEIN COLLEGE                     MOLECULAR GERIATRICS
OF MEDICINE OF YESHIVA                      CORPORATION
UNIVERSITY


ALBERT EINSTEIN COLLEGE                     MOLECULAR GERIATRICS
OF MEDICINE OF YESHIVA                      CORPORATION
UNIVERSITY


       /s/ Emanuel Genn                         /s/ Bruce N. Barron
BY:  ______________________                 BY: _____________________
        Emanuel Genn                              Bruce N. Barron
NAME:  ____________________                 NAME: ___________________
         Associate Dean  for
         Business Affairs                           Chairman, CEO
TITLE: ____________________                 TITLE: __________________




AGREED TO AND ACCEPTED BY:
/s/ Peter Davies                                   9/27/02
___________________________                 DATE: ______________
Dr. Peter Davies
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