EXHIBIT 10.3

          SPONSORED RESEARCH AGREEMENT, AS AMENDED, BETWEEN CDI AND UMB

              Amendment To Research Agreement Dated August 27, 1999
     Between Cancer Diagnostics, Inc. and University of Maryland, Baltimore

Upon  signature by both parties,  Article 2 subsection  2.1 - RESEARCH WORK will
now read:



                            ARTICLE 2 - RESEARCH WORK

2.1      University will commence the performance of the Project Work on January
         4, 2000, and will undertake to perform such Project Work  substantially
         in accordance with the terms and conditions of this Agreement.  Sponsor
         and  University  may at any time enter into written  agreements to make
         changes to and amend the Project  Work by mutual  agreement  of Sponsor
         and University.


This agreed to by the following parties:


CANCER DIAGNOSTICS, INC.

By:  /s/ UWE REISCHL
         Uwe Reischl, Ph.D., M.D.

Date:    Sept. 23, 1999


UNIVERSITY OF MARYLAND, BALTIMORE

By:  /s/ MARJORIE FORSTER
         Marjorie Forster, Executive Director
         Office of Research and Development

Date:    9/28/99


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                               RESEARCH AGREEMENT

         THIS  RESEARCH  AGREEMENT  ("Agreement")  effective  this  27th  day of
August,  1999,  ("Effective  Date")  by and  between  Cancer  Diagnostics,  Inc.
("Sponsor"), a corporation organized under the laws of the State of Florida, and
the University of Maryland, Baltimore ("University"),  a constituent institution
of the University System of Maryland, an agency of the State of Maryland.

                                   WITNESSETH

         WHEREAS, Sponsor desires the research assistance of certain technically
qualified  persons  employed by the University who have access to University and
equipment;

         WHEREAS,  Sponsor desires to fund said research entitled:  "Development
of an Immunoassay  for Telomerase in Human Plasma" and described in the protocol
attached hereto as Appendix A;

         WHEREAS,  University is willing to cooperate with and assist Sponsor by
furnishing the services of its personnel as described in Appendix A;

         WHEREAS,  the  research  activities  to be  conducted  by UM under this
Agreement are in furtherance of the scientific or educational  activities of UM;
and

         WHEREAS, University and Sponsor acknowledge that they are executing the
License  Agreement  (see Section 1.4)  Agreement and that the funding under this
Agreement is given by Sponsor to UM solely in  consideration of the Project Work
(see Section 1.6) and not in consideration of the License Agreement.

         NOW THEREFORE,  in  consideration  of the promises and mutual covenants
herein contained, University and Sponsor agree as follows:

                             ARTICLE 1 - DEFINITIONS

         As used herein, the following terms will have the following meanings:

1.1      "Confidential  Information"  means any knowledge,  know-how,  practice,
         process or other  information  which has not been made public and which
         Sponsor  receives  from  UM or  UM  Personnel,  or  UM or UM  Personnel
         receives  from  Sponsor.  Confidential  Information  includes,  without
         limitation, any documents,  drawings,  sketches, models, designs, data,
         memoranda,  tapes, records,  formulae and algorithms,  given orally, in
         hard copy form, or in electronic form.

1.2      "Contract Period" is January 4, 2000 through January 3, 2002 during
         which the University will perform the Project Work.

1.3      "Intellectual   Property"  means   individually  and  collectively  all
         inventions,   improvements   and/or   discoveries   -   patentable   or
         unpatentable,  copyrightable  or  uncopyrightable  - including  but not
         limited to  software  and  biological  materials,  which are  conceived
         and/or made in  performance  of the Project  Work.  For the purposes of
         this Section, the "making" of inventions will be governed in accordance
         with 35 USC  Section  101 et seq.  "University  Intellectual  Property"
         means  Intellectual  Property  made solely by one or more  employees of
         University.  "Joint Intellectual  Property" means Intellectual Property
         made  jointly by one or more  employees of  University  and one or more
         employees of Sponsor. "Sponsor

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          Intellectual  Property" means Intellectual Property made solely by one
          or more employees of Sponsor.

1.4      "License Agreement" means the license agreement executed between UM and
         CDI,  with an  effective  date  of  August  23,  1999,  concerning  the
         invention  entitled   "Telomerase  Assay  of  Body  Fluids  for  Cancer
         Screening and Assessment of Disease Stage and Prognosis".

1.5      "Project Description" means the description of the project in Appendix
         A, authored by Dr. W. Edward Highsmith, an employee of the University.

1.6      "Project Work" means the scope of work as described in Appendix A to be
         undertaken by University, or by University and Sponsor, under this
         Agreement.

1.7      "Research  Data"  means  information  including,   without  limitation,
         documents,  drawings, models, designs, data, memoranda, tapes, records,
         formulae  and  algorithms,  in hard copy form,  or in  electronic  form
         resulting from the Project Work.

1.8      "UM Personnel" means employees, students, trainees, and other persons
         using UM resources and subject to the UM patent policy.

                            ARTICLE 2 - RESEARCH WORK

2.1      University  will commence the  performance of the Project Work promptly
         after the  Effective  Date of this  Agreement,  and will  undertake  to
         perform such Project Work  substantially  in accordance  with the terms
         and  conditions of this  Agreement.  Sponsor and  University may at any
         time enter into  written  agreements  to make  changes to and amend the
         Project Work by mutual agreement of Sponsor and University.

2.2      The University's  Principal Investigator for the Project Work is Dr. W.
         Edward  Highsmith.  If the Principal  Investigator  should be unable to
         continue for any reason, the University may terminate this Agreement if
         a substitute Principal Investigator is not identified by the University
         within a reasonable time. Sponsor may not reject a substitute Principal
         Investigator without reasonable cause.

                       ARTICLE 3 - REPORTS AND CONFERENCES

3.1      Quarterly  written   progress/program   reports  will  be  provided  by
         University  to  Sponsor  and  a  final  report  will  be  submitted  by
         University  within sixty (60) days after the conclusion of the Contract
         Period (as defined above or as amended by the parties), or within sixty
         (60) days following  termination of this Agreement before conclusion of
         the Project Work.

3.2      If  necessary  during the term of this  Agreement,  representatives  of
         University will meet the representatives of Sponsor at times and places
         mutually  agreed upon to discuss the progress  and results,  as well as
         ongoing plans, or changes therein,  of the Project Work to be performed
         hereunder.   Sponsor  will   reimburse   University  for  travel  costs
         associated  with these meetings if such costs have not been included in
         the approved budget.

                  ARTICLE 4 - COST, BILLINGS, AND OTHER SUPPORT

4.1      It is agreed to and understood by the parties  hereto that,  subject to
         changes in the  Project  Work  pursuant  to  ARTICLE 2, total  costs to
         Sponsor hereunder will not exceed the sum of Two Hundred and Forty-Nine
         Thousand, Four-Hundred and Fifty Eight Dollars

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         ($249,458).  These costs will be  allocated  as set forth in Appendix B
         attached  hereto for use in the Project  Work.  A payment by Sponsor of
         $124,921  will be made  within  thirty (30) days of  execution  of this
         Agreement.  Final  payment of  $124,537  will be made one year from the
         Effective Date of this Agreement.

         Payment should be made to:  University of Maryland

         and sent to:      University of Maryland
                           P.O. Box 41428
                           Baltimore, Maryland  21203-6428

4.2       Anything herein to the contrary notwithstanding, should this Agreement
          be subject to early termination pursuant to ARTICLE 9 hereof,  Sponsor
          will  pay  all  costs   accrued  by  University  as  of  the  date  of
          termination,  or thereafter as a result of  termination.  In addition,
          Sponsor will  reimburse  University  for  non-cancelable  obligations,
          which will  include  all  non-cancelable  contracts  and  fellowships,
          postdoctoral  or  faculty  appointments  called  for  in  the  Project
          Description,  Appendix  A,  incurred  prior to the  effective  date of
          termination.

                              ARTICLE 5 - PUBLICITY

5.1      Neither  Sponsor  nor UM will use the name of the  other or the name of
         any  employee of the other,  or any  adaptation  of such names,  in any
         advertising,  promotional,  or sales literature  without  obtaining the
         prior written consent from the other party.  Either party may publicize
         the fact that the  parties  have made this  Agreement  and the  general
         nature of the Project Work.

5.2      Either party may take this Agreement available for public inspection on
         the condition that Confidential Information will remain confidential in
         accordance with Article 12.

                   ARTICLE 6 - RESEARCH DATA AND PUBLICATIONS

6.1      Research  Data is owned by UM subject to  Sponsor's  right to use it in
         accordance  with  the  terms of this  Agreement.  If the  Project  Work
         involves any collaborative  effort between UM and sponsor, any Research
         Data  generated  by employees of Sponsor may be obtained and used by UM
         at any time for research and educational purposes.

6.2      Sponsor  recognizes that under University  academic policy, the results
         of a University  research  project must be publishable  and agrees that
         University  Personnel  engaged in the Project Work will be permitted to
         present at symposia and national or regional professional meetings, and
         to publish in journals, theses, dissertation, or otherwise of their own
         choosing,  the method and results of the Project  Work and the Research
         Data.

6.3      UM will submit materials  relating to a planned written  publication or
         other public disclosure to Sponsor for review at least 30 days prior to
         the date of the planned  submission  for written  publication.  Sponsor
         will advise UM within 30 days after  receipt of the  materials  whether
         patent  applications should be filed related to the materials submitted
         by UM. Written  publication or public disclosure by UM will be deferred
         up to a  maximum  of 90  days  after  the  date  Sponsor  receives  the
         materials to enable UM to file any patent  applications  recommended by
         Sponsor.  Any  such  proposed  patent  applications  will be  filed  in
         accordance with the terms of the License Agreement.


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                        ARTICLE 7 - INTELLECTUAL PROPERTY

7.1      UM Intellectual Property is owned by UM. Joint Intellectual Property is
         owned jointly by Sponsor and UM. Sponsor Intellectual Property is owned
         by Sponsor.

7.2      UM  and  Sponsor   agree  that  UM   Intellectual   Property,   Sponsor
         Intellectual  Property and Joint Intellectual  Property will be subject
         to the terms and conditions of the License Agreement. Sponsor will have
         no  rights  in any UM  Intellectual  Property  that  does  not meet the
         definition of "UM Improvement" as defined in the License Agreement, and
         Sponsor  will have no rights in UM's  rights in any Joint  Intellectual
         Property that does not meet the definition of "Joint  Improvements"  as
         defined in the License Agreement.

                        ARTICLE 9 - TERM AND TERMINATION

9.1      This Agreement  will become  effective upon the Effective Date and will
         continue in effect for the full duration of the Contract  Period unless
         sooner  terminated in accordance with the provisions of this ARTICLE 9.
         The parties hereto may, however,  extend the term of this Agreement for
         additional  periods  as  desired  under  mutually  agreeable  terms and
         conditions,  which the parties reduce to writing and sign. Either party
         may terminate  this Agreement upon sixty (60) days prior written notice
         to the other.

9.2      In the event that  either  party  hereto  will  commit any breach of or
         default in any of the terms or  condition of this  Agreement,  and also
         will fail to remedy such default or breach within sixty (60) days after
         receipt of written  notice  thereof  from the other party  hereto,  the
         party  giving  notice  may,  at its option and in addition to any other
         remedies  which  it  may  have  at  law or in  equity,  terminate  this
         Agreement  by  sending  notice of  termination  in writing to the other
         party to such effect,  and such termination will be effective as of the
         date of the  receipt  of such  notice.  Notwithstanding  the  foregoing
         provision,  University  may terminate this Agreement upon ten (10) days
         notice if any payment due from Sponsor is not  received  before or upon
         the date  specified  in this  Agreement or in Appendix A, or within ten
         (10) day notice period.

9.3      Termination  of this  Agreement by either party for any reason will not
         affect the rights and  obligations of the parties  accrued prior to the
         effective date of termination of this Agreement. No termination of this
         Agreement,  however  effectuated,  will affect the parties'  rights and
         duties with respect to  Intellectual  Property,  or release the parties
         hereto from their rights and obligations under ARTICLES 4, 5, 6, 7, 10,
         11, 12, 17 and 19.

                       ARTICLE 10 - INDEPENDENT CONTRACTOR

10.1 In the performance of all services hereunder:

         10.1.1   University  will be  deemed  to be and will be an  independent
                  contractor  and as such neither  University  or its  personnel
                  will be entitled to any  benefits  applicable  to employees of
                  Sponsor;

         10.1.2   University  will  comply  with  all   governmental   laws  and
                  regulations, such as EPA, OSHA and like regulations, which are
                  applicable to University in its performance of

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                  the Project Work hereunder;

         10.1.3   Neither  party is  authorized or empowered to act as agent for
                  the other for any purpose.  Neither  party will enter into any
                  contract,  warranty  or  representation  as to any  matter  on
                  behalf of the other party.  Neither party will be bound by the
                  acts or conduct of the other party.

               ARTICLE 11 - CLAIMS, INDEMNIFICATION, AND INSURANCE

11.1     UM and its  officers  and  employees  acting  within the scope of their
         employment  by UM are  subject to the  Maryland  Tort  Claims Act ("the
         Act"), Title 12, Subtitle 1, State Government  Article,  Annotated Code
         of Maryland, which permits claims in tort against the State of Maryland
         under  certain  circumstances.  In order to file a claim under the Act,
         Sponsor  must submit a written  claim to the  Treasurer of the State of
         Maryland or a designee of that office  within one year after the injury
         to the person or property that is the basis of the claim.

11.2     Sponsor  warrants  and  represents  that  it  maintains   comprehensive
         liability  and  property  damage  insurance  coverage  for itself,  its
         officers,  employees and agents,  in the following  minimum amounts per
         policy period:

               (a)  Comprehensive  liability:  (bodily  injury and loss of life)
                    $1,000,000 per claim; $2,000,000 aggregate;
               (b)  Property damage: $50,000 per claim; $2,000,000 aggregate.

         Sponsor  warrants that its  comprehensive  liability  insurance  covers
         contractually  assumed  liabilities  referred to in Section  11.3,  and
         agrees to maintain such coverage throughout the term of this Agreement.
         A certificate  evidencing required insurance coverage will be delivered
         to UM at or before  execution of this Agreement.  Sponsor also warrants
         that its comprehensive  liability insurance is an occurrence policy, or
         if it is a claim made policy,  Sponsor will purchase extended reporting
         insurance.

11.3     Sponsor will defend,  indemnify,  and hold harmless UM, the  University
         System of Maryland, and the State of Maryland,  and regents,  officers,
         employees,  students,  and agents of UM (each individually a "UM Party"
         and all, collectively,  "UM Parties") against any and all claims, costs
         or liabilities, including attorney's fees and court costs at both trial
         and appellate levels, for any loss, damage, personal injury, or loss of
         life,  (a) caused by the actions of Sponsor or its officers,  servants,
         or agents, or third parties acting on behalf of or under  authorization
         from Sponsor in the performance of this  Agreement;  (b) arising out of
         use by Sponsor,  its  officers,  servants,  or agents,  or by any third
         party  acting on  behalf  of or under  authorization  from  Sponsor  of
         products,   processes,  or  protocols  (including  licensed  University
         Intellectual  Property or Joint  Intellectual  Property)  developed  by
         Sponsor, its officers,  servants, or agents, or by third parties acting
         on behalf of or under authorization from Sponsor; or (c) arising out of
         use, by UM or its  employees or students,  of products,  processes,  or
         protocols developed by Sponsor, its officers,  servants,  or agents, or
         by third  parties  acting  on  behalf  of or under  authorization  from
         Sponsor. Sponsor's agreement to defend, indemnify and hold harmless the
         UM Parties is  conditioned  upon (a) UM promptly  notifying  Sponsor in
         writing  after UM  receives  notice  of any  claim,  and (b) UM and any
         involved UM Party fully  cooperating with Sponsor in the defense of any
         such claim. Sponsor's agreement to defend,  indemnify and hold harmless
         the UM  Parties  will  not  apply  to any  claim,  cost,  or  liability
         attributable solely to

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         the negligence or willful misconduct of an UM Party.

11.4     UM and Sponsor  further  agree that nothing in this  Agreement  will be
         interpreted  as: (a) a denial to either  party of any remedy or defense
         available  to it under  the  laws of the  State  of  Maryland;  (b) the
         consent of the State of Maryland or its agents and agencies to be sued;
         or  (c) a  waiver  of  sovereign  immunity  or any  other  governmental
         immunity of the State of  Maryland  and the UM beyond the extent of any
         waiver provided by law.

                          ARTICLE 12 - CONFIDENTIALITY

12.1     (a) It may be  necessary  for  either  party to  disclose  to the other
         certain Confidential Information. Disclosures by UM are deemed to refer
         to disclosures  by any UM Personnel.  Disclosures by Sponsor are deemed
         to refer to disclosures by Sponsor  officers,  directors,  employees or
         agents.  Confidential  Information  may be disclosed only in accordance
         with the following provisions:
                  Except as hereafter specifically  authorized in writing by the
         disclosing party, the receiving party will not, for a period of 5 years
         after the date of receipt of Confidential Information,  disclose or use
         the Confidential Information.
          (b)(1) These obligations of non-disclosure  and nonuse do not apply to
          any   Confidential   Information,   which  the  receiving   party  can
          demonstrate by reliable written evidence:
               (i)  was  generally  available  to  the  public  at the  time  of
                    disclosure to the receiving party; or
               (ii) was already in the possession of the receiving  party at the
                    time  of  the   disclosure,   other  than   pursuant   to  a
                    confidential  disclosure  agreement  between the parties and
                    not due to any  unauthorized  act by the receiving party; or
               (iii)was   developed  by  the   receiving   party  prior  to  the
                    disclosure;  or
               (iv) the receiving  party is required by law to disclose.
          (b)(2)  These  obligations  of  non-disclosure  and  nonuse  will  not
          continue to apply to any Confidential Information, which the receiving
          party can demonstrate by reliable written evidence:

               (i)  has become  generally  available  to the  public  other than
                    through a breach of this  Agreement by the  receiving  party
                    after disclosure;
               (ii) has   been   acquired   by   the   receiving   party   on  a
                    nonconfidential  basis from any third party  having a lawful
                    right  to  disclose  it to the  receiving  party;  or
               (iii)corresponds to information  developed by the receiving party
                    independent  of and with no  reliance  upon  the  disclosing
                    party's  Confidential  Information.
          (c)  Each  party  will use that  level of care to  prevent  the use or
          disclosure  of  the  other  party's  Confidential  Information  as  it
          exercises in protecting its own Confidential Information.
          (d)  All   Confidential   Information   will  be  clearly   marked  as
          confidential by the disclosing party and if not in written or tangible
          form  when   disclosed,   will  be  so  indicated  on   disclosure  as
          confidential   and  then  summarized  in  writing  and  so  marked  as
          confidential within 30 days after disclosure to the receiving party.
          (e)  Notwithstanding  the foregoing,  Sponsor is permitted to disclose
          and  use  the  Confidential   Information  to  the  extent  reasonably
          necessary to enable  Sponsor to exercise its option under this License
          Agreement, provided that any disclosure is made subject to

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          confidentiality restrictions consistent with those accepted by Sponsor
          in this  Agreement.
          (f) Sponsor  recognizes  that UM is an  educational  institution  with
          standards  and practices for  protection of  Confidential  Information
          which differ from Sponsor's standards and practices. By this Agreement
          UM undertakes to use reasonable efforts to protect the confidentiality
          of Sponsor's Confidential  Information.  Sponsor agrees that, provided
          such  efforts  are made,  it will not seek to hold UM or UM  Personnel
          liable  in  the  event  of   disclosure   of  Sponsor's   Confidential
          Information.
          (g)  Sponsor  recognizes  that the  records  of UM are  subject to the
          Maryland  Access to  Public  Records  Law.  Sponsor  asserts  that any
          Confidential Information of Sponsor is confidential,  proprietary, and
          trade secret  information,  not subject to disclosure under Maryland's
          Access to Public  Records  Law. UM agrees to assert  this  position in
          response to any request for public information applicable to Sponsor's
          Confidential  Information  or annual  sales  reports,  and to promptly
          notify   Sponsor  upon  receipt  of  requests  for  its   Confidential
          Information. The Maryland Access to Public Records Law is at Title 10,
          Subtitle 6, Part III,  State  Government  Article,  Annotated  Code of
          Maryland.
          (h) Upon  termination of this  Agreement for any reason,  Sponsor will
          return to UM all material  provided to Sponsor  which is  Confidential
          Information, together with all copies and other forms of reproduction,
          except  that a  single  archive  copy may be kept in  Sponsor's  legal
          files.  Each party agrees that  termination of this Agreement does not
          alter the 5 year  obligation of  confidentiality  set forth in Section
          12.1(a).

                           ARTICLE 13 - GOVERNING LAW

13.1      This Agreement  will be governed and construed in accordance  with the
          laws of the State of Maryland.

                             ARTICLE 14 - ASSIGNMENT

14.1     This Agreement will not be assigned by either party without the prior
         written consent of the other party.

                       ARTICLE 15 - AGREEMENT MODIFICATION

15.1     Any agreement  changing the terms of this  Agreement in any way will be
         valid only if the change is made in writing and the writing is executed
         by authorized representatives of the parties hereto.

                              ARTICLE 16 - NOTICES

16.1     Notices, invoices,  communications, and payments hereunder will be made
         by first class postage  prepaid,  and addressed to the party to receive
         such notice,  invoice,  or communication at the address given below, or
         such other address as may hereafter be designated by notice in writing:

                  If to Sponsor:            Dr. Uwe Reischl
                                            Cancer Diagnostics, Inc.
                                            202 South Wheeler Street
                                            Plant City, Florida  33566

                  If to University:         Marjorie Forster, Executive Director

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                                            University of Maryland
                                            Office of Research and Development
                                            515 West Lombard Street, 5th Floor
                                            Baltimore, Maryland  21201

                  With a copy to:           Dr. W. Edward Highsmith
                                            Department of Pathology
                                            University of Maryland, Baltimore
                                            685 West Baltimore Street, Room 7-22
                                            Baltimore, Maryland  21201

                         ARTICLE 17 - GOVERNMENT FUNDING

17.1     The Parties  recognize that Background  Intellectual  Property may have
         been funded in whole or in part by  agencies of the federal  government
         of the United States.  The parties hereto  acknowledge that the federal
         government  may have  certain  rights to such  Background  Intellectual
         Property  pursuant to the provision of Public Laws 95-517 and 98-620 as
         amended,  or any future  federal  laws or  regulations  concerning  the
         federal government's interest.

                           ARTICLE 18 - FORCE MAJEURE

18.1     No party will be liable to the other parties for its failure to perform
         any of its  obligations  hereunder  during  any  period  in which  such
         performance is delayed by circumstances  beyond its reasonable  control
         including,  but not limited to, acts of God,  acts or  omissions of any
         government or any agency thereof, unavailability of essential personnel
         due to disability or death,  compliance with request,  recommendations,
         rules,  regulations  or orders  of any  governmental  authority  or any
         department,  agency or  instrumentality  thereof,  fire, storm,  flood,
         earthquake,  accident,  acts  of  the  public  enemy,  war,  rebellion,
         insurrection,  riots, sabotages,  invasion,  quarantine,  restrictions,
         strikes, lockouts, disputes or differences with workers, transportation
         embargoes or failure or delay in transportation arising from any of the
         foregoing  causes.  The party effected by force majeure will notify the
         other  party  promptly  should  such  circumstances  arise,  giving  an
         indication of the likely extent and duration thereof,  and will use all
         commercially   reasonable   efforts  to  resume   performance   of  its
         obligations as soon as practical.

                          ARTICLE 19 - EXPORT CONTROLS

19.1     The use and disclosure of technical information generated in the United
         State pursuant to this  Agreement and the exercise of licenses  granted
         pursuant  to the Option and  License  Agreement  will be subject to the
         export,  assets, and financial control regulations of the United States
         of America,  including,  but  without  limitation,  restrictions  under
         regulations  of the United  States that may be  applicable to direct or
         indirect  re-exportation of such technical information or of equipment,
         products  or  services  directly  produced  by  use of  such  technical
         information.

                         ARTICLE 20 - MATERIAL TRANSFER

20.1     The transfer of biological material related to the Project Work will be
         governed by a separate written agreement in the format of Appendix C.


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                          ARTICLE 21 - ENTIRE AGREEMENT

21.1     This  Agreement,  including  its  Appendices,   represents  the  entire
         understanding  between the parties, and supersedes and merges all other
         agreements,  express or implied,  discussions or understandings between
         the parties with respect to the subject matter  hereof.  This Agreement
         may be executed in  counterparts,  all of which will be deemed original
         for all purposes.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed in duplicate as of the date and year first above written.

CANCER DIAGNOSTICS, INC.                     UNIVERSITY OF MARYLAND, BALTIMORE


By: /s/ UWE REISCHL                        By: /s/ MARJORIE FORSTER
     Uwe Reischl, Ph.D., M.D.              Marjorie Forster, Executive Director
     President                             Office of Research and Development

Date: Aug. 30, 1999                        Date:  8/27/99


                                           READ AND AGREED:


                                           /s/ W. EDWARD HIGHSMITH     8/27/99
                                           W. Edward Highsmith, Ph.D.
                                           Principal Investigator