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                 FIRST AMENDMENT TO RESEARCH FUNDING AGREEMENT

      This First Amendment To Research Funding Agreement (the "Amendment"),
effective as of March 1, 2001, is entered into by and between Stanislaw R.
Burzynski, M.D., PhD. ("Dr. Burzynski") and Burzynski Research Institute, Inc.,
a Delaware corporation (the "Company").

      WHEREAS, the Company and Dr. Burzynski entered into that certain Research
Funding Agreement (the "Agreement"), effective as of March 1, 1997, pursuant to
which the Company agreed to undertake all scientific research in connection with
the development of new or improved antineoplastons for the treatment of cancer
and other diseases and Dr. Burzynski agree to fund such research; and

      WHEREAS, the term of the Agreement is due to expire on March 1, 2001; and

      WHEREAS, the Company and Dr. Burzynski desire to extend the term of the
Agreement for up to three additional one-year terms;

      NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and for other good and valuable consideration, receipt of which is
acknowledged hereby, the parties agree as follows:

      1. Extension of Term of Agreement. Section 7 of the Agreement (Term of
Agreement) is hereby amended by replacing it in its entirety with the following:

            "7. Term of Agreement.

                  This Agreement shall expire on March 1, 2002. However, this
            Agreement shall be automatically renewed for two additional one-year
            terms each expiring on March 1, 2003 and March 1, 2004,
            respectively, unless one party notifies the other party at least
            ninety days prior to the expiration of any such term of its
            intention not to renew this Agreement."

      2. Remainder of Agreement. Except as expressly set forth in this
Amendment, the terms, provisions and conditions of the Agreement are unchanged,
and the Agreement, as amended, shall remain in full force and effect and is
hereby ratified and confirmed.

      3. Miscellaneous.

      (a)   This Amendment is irrevocable, and may not be amended, modified or
            supplemented except by written instrument executed by the parties
            hereto.

      (b)   This Amendment shall inure to the benefit of the parties hereto,
            their respective successors and assigns.

      (c)   This Amendment shall be governed by and construed in accordance with
            the laws of the State of Texas.

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      (d)   Any capitalized terms not otherwise defined herein shall have the
            meaning given to it in the Agreement.

      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.


                                /s/ Stanislaw R. Burzynski
                                ------------------------------------------------
                                Dr. Stanislaw R. Burzynski (Individually)


                                BURZYNSKI RESEARCH INSTITUTE, INC.


                                By: /s/ Stanislaw R. Burzynski
                                    --------------------------------------------
                                    Dr. Stanislaw R. Burzynski


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