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                                                                   Exhibit 10.34

                    [LETTERHEAD OF EMPYREAN BIOSCIENCE, INC.]

April 10, 2002


Laurus Master Fund, Ltd.
c/o Laurus Capital Management, L.L.C.
152 West 57th Street, 4th Floor
New York, NY  10019

Attn: David Grin

Dear Mr. Grin:

This will confirm the understanding by and between Empyrean Bioscience, Inc.
("Empyrean") and Laurus Master Fund, Ltd. ("Laurus").

Notwithstanding the requirements of Section 7(g) of each of the Subscription
Agreements listed below, until the earlier of (i) 90 days from the date of this
letter, (ii) approval by the Empyrean shareholders of an increase in the number
of authorized shares of Common Stock or (iii) a reverse-split of Empyrean's
Common Stock, Laurus hereby waives the requirement that Empyrean reserve from
Empyrean's authorized but unissued shares of Common Stock that number of shares
which would be necessary to enable Laurus to convert each of the Notes listed
below at their then applicable conversion price and the Warrants listed below at
their then applicable exercise price:

     1.           Subscription Agreement dated June 11, 2001 between Empyrean
                  and Laurus, relating to the Convertible Note in the principal
                  amount of $1,000,000 of same date executed by Empyrean in
                  favor of Laurus, and the Common Stock Purchase Warrant of same
                  date to purchase 333,333 shares of the common stock of
                  Empyrean held by Laurus;

     2.           Subscription Agreement dated August 23, 2001 between Empyrean
                  and Laurus, relating to the Convertible Note in the principal
                  amount of $250,000 of same date executed by Empyrean in favor
                  of Laurus, and the Common Stock Purchase Warrant of same date
                  to purchase 83,333 shares of the common stock of Empyrean held
                  by Laurus;

     3.           Subscription Agreement dated October 9, 2001 between Empyrean
                  and Laurus, relating to the Convertible Note in the principal
                  amount of $250,000 of same date executed by Empyrean in favor
                  of Laurus, and the Common Stock Purchase Warrant of same date
                  to purchase 83,333 shares of the common stock of Empyrean held
                  by Laurus;

     4.           Subscription Agreement dated November 13, 2001 between
                  Empyrean and Laurus, relating to the Convertible Note in the
                  principal amount of $136,000 of same date executed by Empyrean
                  in favor of Laurus, and the Common Stock Purchase Warrant of
                  same date to purchase 45,333 shares of the common stock of
                  Empyrean held by Laurus;

     5.           Subscription Agreement dated December 18, 2001 between
                  Empyrean and Laurus, relating to the Convertible Note in the
                  principal amount of $200,000 of same date executed by Empyrean
                  in favor of Laurus, and the Common Stock Purchase Warrant of
                  same date to purchase 66,666 shares of the common stock of
                  Empyrean held by Laurus;

     6.           Subscription Agreement dated March 26, 2002 between Empyrean
                  and Laurus, relating to the Convertible Note in the principal
                  amount of $75,000 of same date executed by Empyrean in favor
                  of Laurus.


This waiver as to reservation of shares for the Convertible Note dated June 11,
2001 and described in Paragraph 1 above is limited to only those reserved shares
which are not registered under Empyrean's Registration Statement on Form SB-2
declared effective by the Securities and Exchange Commission on July 3, 2001.


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Laurus Master Fund, Ltd.
April 10, 2002
Page 2


In addition to the foregoing, Laurus waives the restrictions set forth in
Section 11(vi) of each of the Subscription Agreements listed above so as to
permit the additional issuance of stock to certain of Empyrean's officers and
directors and enable them to help Empyrean's cash situation by making further
investments in Empyrean.

Further, notwithstanding the requirements of Section 2.1(b) of each of the Notes
listed below, the issuance of shares of Common Stock and/or convertible notes to
certain of Empyrean's officers and directors, shall not result in an adjustment
of the Conversion Prices of such Notes, notwithstanding any provision to the
contrary in the Notes:

     1.           Convertible Note in the principal amount of $1,000,000 dated
                  June 11, 2001 executed by Empyrean in favor of Laurus;

     2.           Convertible Note in the principal amount of $250,000 dated
                  August 23, 2001 executed by Empyrean in favor of Laurus;

     3.           Convertible Note in the principal amount of $250,000 dated
                  October 9, 2001 executed by Empyrean in favor of Laurus;

     4.           Convertible Note in the principal amount of $136,000 dated
                  November 13, 2001 executed by Empyrean in favor of Laurus;

     5.           Convertible Note in the principal amount of $200,000 dated
                  December 18, 2001 executed by Empyrean in favor of Laurus;

     6.           Convertible Note in the principal amount of $75,000 dated
                  March 26, 2002 executed by Empyrean in favor of Laurus.

The waivers herein granted are limited for the sole purpose of permitting
Empyrean to issue shares of stock and/or stock options to officers and directors
who are willing to help Empyrean's cash situation by making further investments
in Empyrean.

Please acknowledge these understandings and agreements by signing below and
returning a fully executed copy of this letter to Empyrean. The second executed
copy of this letter is for your records.


Thank you.


Sincerely yours,


EMPYREAN BIOSCIENCE, INC.





/s/ Richard C. Adamany
----------------------

Richard C. Adamany
President and Chief Executive Officer


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Laurus Master Fund, Ltd.
April 10, 2002
Page 3


The undersigned, a duly authorized officer of Laurus Master Fund, Ltd.,
acknowledges and agrees on behalf of Laurus Master Fund, Ltd. to the
understandings and agreements set forth above.

April 17, 2002

                                           LAURUS MASTER FUND, LTD.

                                           /s/ David Grin
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                                           By:
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                                           Its:
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