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                                                                   EXHIBIT 10.1


          AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION AND SERVICES
                  AGREEMENT AND ADDITIONAL SERVICES AGREEMENT


         This Amendment to the Amended and Restated Distribution and Services
Agreement and the Additional Services Agreement is entered into as of this 1st
day of May, 2001 by and between Biogen, Inc. through its offices located at 701
Green Valley Road, Suite 308, Greensboro, NC 27408 ("Biogen"), and Nova Factor,
Inc., with principal offices located at 1620 Century Center Parkway, Suite 109,
Memphis, TN 38134 ("Nova Factor").

         WHEREAS, Biogen has appointed Nova Factor as a preferred distributor
of Biogen's AVONEX(R) (Interferon beta - 1a) under the terms of an Amended and
Restated Distribution and Services Agreement between the parties dated as of
January 1, 2000 (the "Distribution Agreement");

         WHEREAS, Nova Factor has agreed to perform certain additional services
for Biogen in connection with Biogen's customer service efforts related to
AVONEX(R) pursuant to the terms of an Additional Services Agreement between the
parties dated as of January 1, 2000 (the "Services Agreement");

         WHEREAS, under the Distribution Agreement and the Services Agreement,
Nova Factor has agreed to provide reimbursement assistance and other customer
services to end-users of AVONEX(R) and to provide data reporting and other
services to Biogen;

         WHEREAS, the parties wish to amend the Distribution Agreement and the
Services Agreement;

         NOW THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the parties hereby agree as follows:

1.       Distribution Agreement.

         (a)      Schedule E to the Distribution Agreement is replaced by
                  Amended Schedule E, attached hereto.

2.       Services Agreement.

         (a)      Schedule C to the Services Agreement is replaced by Amended
                  Schedule C, attached hereto.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
through their duly authorized representatives.


NOVA FACTOR, INC.                          BIOGEN, INC.


By:  /s/  Randy Grow                       By:  /s/  George L. Oliver
   --------------------------                 ---------------------------------
Name: John R. (Randy) Grow                 Name: George L. Oliver
Title: President                           Title: Director of National Accounts
Dated: December 26, 2001


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     Amended Schedule E to the Amended and Restated Distribution Agreement


                                     [***]


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            Amended Schedule C to the Additional Services Agreement


                                     [***]


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                                   EXHIBIT 1

                     Nova Factor "Time to Ship" Definitions

NUMBER OF CALENDAR DAYS              The number of calendar days between a Nova
                                     Patient's setup date and their first
                                     shipment date IF their first shipment
                                     therapy is `MS' AND they did not receive a
                                     replacement OR a discontinuation between
                                     their setup date and first shipment date.

[***]                                Patients flagged as Novafactor Patients by
                                     Novafactor (Avonex Direct Delivery) (i.e.
                                     excludes [***] patients and "replacement
                                     only" patients).

[***]                                Patients flagged as [***] patients by
                                     Novafactor (i.e. excludes [***] patients
                                     and "replacement only" patients) and to
                                     whom Nova Factor ships Product.

[***]                                [***] Patients + [***] Patients (i.e.
                                     excludes "replacement only" patients)