<Page>

                                                                  10.2 (REFILED)

* PLEASE NOTE THAT CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A
REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION ALONG WITH THE
INFORMATION REQUESTED TO BE OMITTED.

                               AMENDMENT NO. 1 TO

                     PATENT AND TECHNOLOGY LICENSE AGREEMENT

         This AMENDMENT NO. 1 dated and effective as of the 15th day of June,
2000, to the Patent and Technology License Agreement dated June 14, 1996
(hereinafter referred to as the "AGREEMENT") is between THE UNIVERSITY OF TEXAS
M.D. ANDERSON CANCER CENTER (hereinafter referred to as "MDA"), located at 1515
Holcombe Boulevard, Houston, Texas, and which is a component institution of THE
UNIVERSITY OF TEXAS SYSTEM (hereinafter referred to as "SYSTEM") which is
governed by a BOARD OF REGENTS (hereinafter referred to as "BOARD") and
BioQuest, Inc., which subsequently merged to become BIOKEYS PHARMACEUTICALS,
INC., a Delaware corporation, located at 333 N. Sam Houston Parkway, Suite 1035,
Houston, Texas 77060 (hereinafter referred to as "LICENSEE").

                                    RECITALS

A.       On or about __________________, BIOQUEST, INC. merged to become BIOKEYS
         PHARMACEUTICALS, INC., wherein LICENSEE agreed to accept all terms and
         conditions of the 1996 Agreement.

B.       MDA, BOARD and LICENSEE wish to amend the terms of the AGREEMENT as set
         forth below to modify the consideration for the license granted under
         the AGREEMENT to provide for the payment by LICENSEE of a portion of
         such modified consideration by issuing and delivering shares of Common
         Stock of LICENSEE to MDA as prepaid royalties, and to incorporate
         additional LICENSED SUBJECT MATTER.

         NOW, THEREFORE, it is hereby agreed as follows:

         The AGREEMENT is hereby amended as follows:

         1.       EXHIBIT 1 of the AGREEMENT is hereby replaced in its entirety
                  with the following:

                  EXHIBIT I Ralph Arlinghaus, Ph.D., et al, Principal
                  Investigator

                  1)       MDA Ref: UTSC:060-1 (CIP of UTSC:060) entitled
                           "Prophylaxis and Therapy of Acquired Immunodeficiency
                           Syndrome"

                  2)       U.S. Patent No. 5,128,319 entitled "Prophylaxis and
                           Therapy of Acquired Immunodeficiency Syndrome", (MDA
                           Ref: UTSC:234)

                  3)       MDA Ref: UTSC:242 entitled "Methods and Compositions
                           for the


                                      -1-
<Page>

                           Priming of Specific Cytotoxic T-Lymphocyte Response"

                  4)       MDA Ref: UTSC:267 (Divisional of UTSC:234)
                           "Prophylaxis and Therapy of Acquired Immunodeficiency
                           Syndrome"

                  5)       MDA Ref: UTSC:305 entitled "Compositions and Methods
                           for Eliciting Immune or Anti-Infective Responses"

                  6)       MDA Ref: UTSC:331 entitled "CD4 Peptides for Binding
                           to Viral Envelope Proteins"

                  7)       MDA Ref: UTSC:381 entitled "Peptides for Inhibiting
                           the Infection of Target Cells by Lentiviruses"

                  8)       MDA Ref: UTSC:538 entitled "Compositions and Methods
                           for Eliciting Immune or Anti-Infective Responses"

                  9)       MDA Ref: UTSC:561PZ1 entitled "HIV-Specific T-Cell
                           Induction"

                  10)      MDA Ref: UTSC:561PZ2 entitled "HIV-Specific T-Cell
                           Induction"

         2.       New Section 5.2 below is added to the existing Article 5:

         5.2      The parties agree that all amounts and balances due to MDA or
                  the BOARD under existing sponsored research agreements (i)
                  SR96-006 Studies on Therapeutic Potential of HIV Synthetic
                  Peptides, (ii) SR96-006/A1 Studies on Therapeutic Potential of
                  HIV Synthetic Peptides: Clinical and Preclinical Studies and
                  (iii) SR96-006/A2 Studies on Therapeutic Potential of HIV
                  Synthetic Peptides: Development of Peptidometic Form of R15K
                  ((i), (ii) and (iii) collectively referred to as the "Existing
                  Sponsored Research Agreements"), shall be considered paid in
                  full and upon the execution by all parties of this AMENDMENT
                  NO. 1 LICENSEE shall owe nothing to MDA or BOARD under the
                  Existing Sponsored Research Agreements. The parties agree that
                  all amounts paid under AMENDMENT NO. 1, paragraph 3 relating
                  to Section 4.1(e) for new sponsored research agreements,
                  further relating to AMENDMENT No. 4 to Research
                  Agreement(SR96-006/A4), are not part of the amounts and
                  balances due under the Existing Sponsored Research Agreements.
                  The parties also agree to terminate the Existing Sponsored
                  Research Agreements and enter into new sponsored research
                  agreements in compliance with this AMENDMENT NO. 1.

         3.       Article 4.1 is hereby replaced in its entirety with the
                  following:

                  In consideration of rights granted by BOARD to LICENSEE under
                  this AGREEMENT, LICENSEE agrees to pay MDA the following:

                           (a)      Payment of $172,490.24 for reimbursement of
                                    all out-of-pocket expenses paid by MDA
                                    through June 15, 2000 in filing,
                                    prosecuting, enforcing and maintaining
                                    PATENT RIGHTS


                                      -2-
<Page>

                                    licensed hereunder (the "Balance Payment"),
                                    to be paid by LICENSEE within six (6) weeks
                                    of the date the Office of the General
                                    Counsel of MDA approves this AMENDMENT NO.
                                    1. LICENSEE agrees to pay all future
                                    expenses paid by MDA, for so long as, and in
                                    such countries as this Agreement remains in
                                    effect. The Balance Payment may be made to
                                    MDA either in the form of a cash payment or
                                    in lieu of such cash payment, LICENSEE will
                                    give BOARD a total of 71,555 duly
                                    authorized, validly issued and fully paid
                                    shares of Common Stock of LICENSEE, the
                                    amount of such shares of Common Stock being
                                    calculated by dividing the Balance Payment
                                    by the average stock-split adjusted closing
                                    price of the LICENSEE's Common Stock during
                                    the 10-day period, beginning May 28, 2000
                                    and ending June 7, 2000. Such shares of
                                    Common Stock shall be issued by LICENSEE in
                                    the name of BOARD within six (6) weeks of
                                    the date The University of Texas System
                                    Office of the General Counsel approves this
                                    AMENDMENT NO. 1. In connection with its
                                    receipt of such shares, BOARD is making the
                                    representations, and shall have the
                                    registration and other rights (subject to
                                    the conditions), set forth in Exhibit 2
                                    hereto; and

                           (b)      A running royalty equal to (SPACE) of
                                    LICENSEE's NET SALES of LICENSED PRODUCTS in
                                    national political jurisdictions in the
                                    LICENSED TERRITORY where LICENSED SUBJECT
                                    MATTER is covered by one (1) or more issued
                                    patents or pending patent applications;
                                    (SPACE) of LICENSEE'S NET SALES of LICENSED
                                    PRODUCTS in national political jurisdictions
                                    in the LICENSED TERRITORY where LICENSED
                                    SUBJECT MATTER is not covered by one (1) or
                                    more issued patents or pending patent
                                    applications; and (SPACE) of all
                                    consideration other than payments covering
                                    direct, out-of-pocket Research and
                                    Development (R&D) expenses received by
                                    LICENSEE from (i) any sublicensee pursuant
                                    to Paragraphs 3.3 and 3.4 of the PATENT AND
                                    TECHNOLOGY LICENSE AGREEMENT, and (ii) any
                                    assignee pursuant to Paragraph 12.1 of the
                                    PATENT AND TECHNOLOGY LICENSE AGREEMENT,
                                    including but not limited to royal-ties,
                                    up-front payments, marketing, distribution,
                                    franchise, option, license, or documentation
                                    fees, bonus and milestone payments and
                                    equity securities, all payable within thirty
                                    (30) days after March 31, June 30, September
                                    30, and December 31 of each year during the
                                    term of this AGREEMENT, at which time
                                    LICENSEE shall also deliver to MDA a true
                                    and accurate report, giving such particulars
                                    of the business conducted by LICENSEE and
                                    its sublicensees, if any, during the
                                    preceding three (3) calendar months under
                                    this AGREEMENT as necessary for MDA to
                                    account for LICENSEE's payments hereunder.
                                    Such


                                      -3-
<Page>

                                    report shall include all pertinent data,
                                    including, but not limited to: (a) the total
                                    quantities of LICENSED PRODUCTS produced;
                                    (b) the total SALES, (c) the calculation of
                                    royalties thereon; (d) the total royalties
                                    (or minimum royalties) so computed and due
                                    MDA; and (e) all other amounts covered and
                                    due herein and (f) copies of all executed
                                    agreements between LICENSEE and third
                                    parties pursuant to Paragraphs 3.3, 3.4 and
                                    12.1 of the PATENT AND TECHNOLOGY LICENSE
                                    AGREEMENT. Simultaneously with the delivery
                                    of each such report, LICENSEE shall pay to
                                    MDA the amount, if any, due for the period
                                    of such report. If no payments are due, it
                                    shall be so reported. Should LICENSEE be
                                    obligated to pay running royalties to third
                                    parties to avoid infringing such third
                                    parties' patent rights which dominate
                                    BOARD's PATENT RIGHTS, LICENSEE may reduce
                                    the running royalty due MDA by such running
                                    royalties to such third parties, provided,
                                    however, the running royalty due MDA shall
                                    in no case be less than one-half the rates
                                    stated herein. For the avoidance of any
                                    doubt, the parties hereto acknowledge and
                                    agree that any running royalties due MDA
                                    under this Paragraph 4.1(b) shall in no
                                    event be reduced by any of the consideration
                                    due MDA under Paragraph 4.1(a), (c), (d) and
                                    (e).

                           (c)      As a prepaid royalty, Four Hundred and
                                    Fourteen Thousand Eight Hundred and Thirty
                                    (414,830) duly authorized, validly issued
                                    and fully paid shares of Common Stock in
                                    LICENSEE, which, the parties agree, had a
                                    value of One Million Dollars ($1,000,000),
                                    calculated by dividing $1,000,000 by the
                                    average stock-split adjusted closing price
                                    of the LICENSEE's Common Stock for the ten
                                    (10) day period of May 28, 2000 through June
                                    7, 2000. Such shares of Common Stock shall
                                    be issued in the name of BOARD within five
                                    days following execution of this AMENDMENT
                                    NO. 1, and, in connection with its receipt
                                    of such shares, MDA is making the
                                    representations, and shall have the
                                    limitations as well as registration and
                                    other rights (subject to the conditions),
                                    set forth in Exhibit 2 hereto.

                           (d)      As a prepaid royalty, the number of duly
                                    authorized, validly issued and fully paid
                                    shares of Common Stock in LICENSEE equal to
                                    a value of One Million Dollars ($1,000,000),
                                    calculated by dividing $1,000,000 by the
                                    average closing price of the LICENSEE's
                                    Common Stock during the ten (10)day period
                                    immediately prior to the LICENSEE enrolling
                                    the first patient in the first Phase I Trial
                                    of any product which utilizes LICENSED
                                    SUBJECT MATTER; provided, however, that, the
                                    minimum price of the shares so calculated
                                    shall be no lower than $0.99 per share and
                                    that no more than One Million Five Thousand
                                    and Fifty (1,005,000) shares will


                                      -4-
<Page>

                                    be issued under this paragraph, as adjusted
                                    for stock splits. Such shares of Common
                                    Stock shall be issued in the name of BOARD
                                    within fifteen days following such
                                    enrollment of the first patient, and, in
                                    connection with its receipt of such shares,
                                    MDA is making the representations, and shall
                                    have the registration and other rights
                                    (subject to the conditions), set forth in
                                    Exhibit 2 hereto.

                           (e)      LICENSEE shall enter into one or more
                                    sponsored research agreement(s) with MDA
                                    (which agreement shall be satisfactory in
                                    form and substance to the parties), in which
                                    LICENSEE agrees to provide MDA researchers
                                    with at least one million dollars
                                    ($1,000,000) in sponsored research funding
                                    by December 31, 2001. The monies owed MDA
                                    under Amendment No. 4 to Research Agreement
                                    (SR96-006/A4) signed September 7, 2000 shall
                                    count towards this one million dollars
                                    ($1,000,000) owed MDA under this section.

         4.       New Section 6.2 below is added to the existing Article 6:

         6.2      Any new invention, development, or discovery made in the
                  laboratories of a MDA researchers receiving sponsored research
                  monies from LICENSEE and resulting from the LICENSED SUBJECT
                  MATTER (the "New Technology") shall be promptly disclosed in
                  writing to the LICENSEE under a confidentiality agreement
                  (which agreement shall be satisfactory in form and substance
                  to the parties), provided that the LICENSEE has a sponsored
                  research agreement(s) in effect with MDA at that time under
                  which MDA is due to receive payments from LICENSEE aggregating
                  at least Two Hundred Thousand ($200,000) Dollars per year.
                  LICENSEE is hereby granted, without an option fee other than
                  consideration of research sponsored by LICENSEE and the
                  reimbursement of the BOARD for all patent expenses incurred to
                  the date of disclosure related to the New Technology, an
                  option to acquire an exclusive, worldwide, royalty bearing
                  license of BOARD' rights to such New Technology, which option
                  shall continue for a period of one hundred and twenty (120)
                  days after LICENSEE' receipt of a reasonable written
                  disclosure concerning the New Technology; If LICENSEE notifies
                  BOARD in writing of its intent to exercise its option within
                  the option period, then the parties will proceed in good faith
                  to negotiate a license agreement on commercially reasonable
                  terms within one hundred and twenty (120) days of BOARD's
                  notification to LICENSEE of New Technology. If LICENSEE does
                  not exercise this option, or notifies BOARD that it will not
                  exercise this option, or the parties fail to sign a license
                  agreement within said one hundred and twenty (120) day period,
                  then LICENSEE shall no longer have an option or any other
                  rights in the New Technology.

         5.       Article 13.3 is hereby replaced in its entirety with the
                  following:

         13.3     Subject to any rights herein, which survive termination, this
                  AGREEMENT will earlier terminate in its entirety:


                                      -5-
<Page>

                  (a)      automatically if LICENSEE shall become bankrupt or
                           insolvent and/or if the business of LICENSEE shall be
                           placed in the hands of a receiver or trustee, whether
                           by voluntary act of LICENSEE or otherwise; or

                  (b)      (i) upon thirty (30) days written notice by MDA if
                           LICENSEE shall breach or default on the payment
                           obligations of ARTICLE IV, or use of name obligations
                           of ARTICLE X, ; (ii) or upon ninety (90) days written
                           notice by MDA if LICENSEE shall breach or default on
                           any other obligation under this AGREEMENT; provided,
                           however, LICENSEE may avoid such termination if
                           before the end of such thirty (30) or ninety (90) day
                           period, LICENSEE provides notice and accurate,
                           written evidence satisfactory to MDA that such breach
                           has been cured and the manner of such cure; or

                  (c)      at any time by mutual written agreement between
                           LICENSEE and MDA, or without cause upon one hundred
                           eighty (180) days written notice by LICENSEE to MDA,
                           subject to any terms herein which survive
                           termination.

         6.       New Section 13.6 below is added to the existing Article 13:

         13.6     Termination of the AGREEMENT will not obligate MDA, the SYSTEM
                  or the BOARD to return the shares of Common Stock issued
                  pursuant to Article 4, nor will it affect the status of such
                  shares as duly authorized, validly issued, fully paid and
                  non-assessable shares of Common Stock.

OTHERWISE, the terms and provisions of the AGREEMENT shall remain in full force
and effect, provided, however, that in the event of a conflict in the terms and
conditions between this AMENDMENT NO. 1 and the AGREEMENT, AMENDMENT NO. 1 shall
prevail. THIS AMENDMENT NO. 1 and AGREEMENT constitute the entire agreement
between the parties in connection with the subject matter hereof and thereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the parties.

         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this AMENDMENT NO. 1.

THE UNIVERSITY OF TEXAS                      BOARD OF REGENTS OF THE
M.D. ANDERSON CANCER CENTER                  UNIVERSITY OF TEXAS SYSTEM


By:  /s/ LEON LEACH                          By: /s/ JOHN MENDELSOHN, M.D.
    ------------------------------------        --------------------------------
Leon Leach                                   John Mendelsohn, M.D.
Executive Vice President                     President, MDA


                                      -6-
<Page>

Date:                                        Date:
    ------------------------------------          ------------------------------


APPROVED AS TO CONTENT                       APPROVED AS TO FORM


By: /s/ WILLIAM J. DOTY                      By: /s/ BETHLYNN MAXWELL, ESQ.
   -------------------------------------        --------------------------------
     William J. Doty                         BethLynn Maxwell, Esq.
      Director, Technology Development       Office of General Counsel

Date:                                        Date:
    ------------------------------------          ------------------------------


BIOKEYS PHARMACEUTICALS, INC.


By: /s/ WARREN LAU
   -------------------------------------
     Warren Lau
     President

Date:
     -----------------------------------


                                      -7-
<Page>

                                    EXHIBIT 2

         The following additional provisions shall apply to the securities being
issued to MDA under this Agreement:

                  (a)      MDA, SYSTEM AND BOARD (collectively or singly,
                           LICENSOR) acknowledge that the securities (together
                           with any securities issued in respect thereof upon
                           any stock split, stock dividend, recapitalization,
                           merger, consolidation or similar event, the
                           "Registrable Securities") being issued under this
                           AGREEMENT, are being acquired from LICENSEE in a
                           transaction not involving a public offering, that
                           they are not being registered for public sale prior
                           to such issuance and that, under such laws and
                           applicable regulations, such securities may not be
                           transferred or resold without registration under the
                           Securities Act of 1933, as amended (the "Securities
                           Act"), or pursuant to an exemption therefrom. For
                           purposes of this Agreement, "HOLDER" shall mean any
                           LICENSOR who holds any of the Registrable Securities
                           and any holder of Registrable Securities to whom the
                           registration rights conferred by this Agreement have
                           been transferred pursuant hereto. In this connection,
                           LICENSOR represents that it is familiar with Rule 144
                           under the Securities act as presently in effect, and
                           understands the resale limitations imposed by the
                           Securities Act and Rule 144.

                  (b)      LICENSOR is acquiring such securities solely for
                           investment purposes and not with a view to a
                           distribution of all or any part thereof. LICENSOR has
                           the financial ability to bear the economic risk of
                           its investment for an indefinite period, and has
                           adequate means of providing for its current needs and
                           anticipated contingencies without reference to the
                           liquidity of the securities, which may be issued to
                           it. LICENSOR is a not-for-profit organization with
                           more than $5,000,000 in total assets. LICENSOR has
                           such knowledge and experience in financial and
                           business matters that it is fully capable of
                           evaluating the merits and risks of an investment in
                           LICENSEE.

                  (c)      If the LICENSEE proposes to make an underwritten
                           public offering of securities solely for cash (except
                           in the case of a first public offering of securities
                           by LICENSEE) the LICENSEE shall, no later than 10
                           days prior to the filing of a registration statement,
                           send notice of such proposed filing, accompanied by a
                           draft copy of the preliminary prospectus included in
                           such registration statement, to each


                                      -8-
<Page>

                           Holder. Upon the written request of a Holder to be
                           included in such registration statement as a selling
                           stockholder, given within 20 days after receipt of
                           such notice, the LICENSEE shall include in such
                           registration statement all or any portion of the
                           securities of such Holder, as such Holder shall so
                           request. However, if the managing underwriter of such
                           public offering shall express objection to the
                           inclusion of all or part of such securities of Holder
                           in such public offering because of prevailing market
                           conditions or other factors, the amount of such
                           securities of such Holder to be so registered in such
                           offering shall be reduced to the level which such
                           managing underwriter deems appropriate in relation to
                           the size of the underwritten offering and the ability
                           of the market to accommodate the sale of such
                           securities of such Holder, provided, however, that if
                           any securities are being included in such offering on
                           behalf of any selling stockholders other than such
                           Holder, any reduction of offered securities imposed
                           on such Holder shall be proportional to any reduction
                           imposed on such other selling stockholders.
                           Notwithstanding any provision hereof to the contrary,
                           LICENSEE shall not be required to include any
                           securities of Holder in a registration statement
                           covering a first public offering of securities by
                           LICENSEE.

                  (d)      Each Holder hereby agrees that such Holder will not,
                           without the prior written consent of the LICENSEE,
                           during the period commencing on the date hereof and
                           ending March 15, 2002 (i) lend, offer, pledge, sell,
                           contract to sell, sell any option or contract to
                           purchase, purchase any option or contract to sell,
                           grant any option, right or warrant to purchase, or
                           otherwise transfer or dispose of, directly or
                           indirectly, any Common Stock or (ii) enter into any
                           swap or other arrangement that transfers to another,
                           in whole or in part, any of the economic consequences
                           of ownership of the Common Stock, whether any such
                           transaction described in clause (i) or (ii) above is
                           to be settled by delivery of Common Stock or such
                           other securities, in cash or otherwise. The foregoing
                           provisions of this paragraph (d) shall not apply to
                           the sale of any shares to an underwriter pursuant to
                           an underwriting agreement.

                  (e)      If Holder does not sell all of the Common Stock owned
                           by it under paragraph (c) above, such Holder shall
                           have additional rights to include such securities in
                           any underwritten public offering of securities to be
                           undertaken by the LICENSEE, and the terms and
                           conditions of


                                      -9-
<Page>

                           paragraph (c) above and this paragraph (e) shall be
                           applicable to any registration request of such Holder
                           in connection with any such subsequent public
                           offering. The rights of Holder under this paragraph
                           (e) shall cease when it no longer owns at least 1% of
                           the outstanding Common Stock.

                  (f)      Whenever required under this Exhibit 2 to effect the
                           registration of any securities, the LICENSEE shall,
                           as expeditiously as reasonably possible:

                           (i)      Prepare and file with the SEC a registration
                                    statement with respect to such securities
                                    and use its best efforts to cause such
                                    registration statement to become effective,
                                    and, upon the request of the Holder, keep
                                    such registration statement effective for at
                                    least nine (9) months.

                           (ii)     Prepare and file with the SEC such
                                    amendments and supplements to such
                                    registration statement and the prospectus
                                    used in connection with such registration
                                    statement as may be necessary to comply with
                                    the provisions of the Securities Act with
                                    respect to the disposition of all securities
                                    covered by such registration statement.

                           (iii)    Furnish to the Holder such numbers of copies
                                    of a prospectus, including a preliminary
                                    prospectus, in conformity with the
                                    requirements of the Act, and such other
                                    documents as they may reasonably request in
                                    order to facilitate the disposition of
                                    securities owned by them.

                           (iv)     Use its best efforts to register and qualify
                                    the securities covered by such registration
                                    statement under the securities laws of such
                                    jurisdictions as shall be reasonably
                                    requested by the Holder for the distribution
                                    of the securities covered by the
                                    registration statement, provided that the
                                    LICENSEE shall not be required in connection
                                    therewith or as a condition thereto to
                                    qualify to do business or to file a general
                                    consent to service of process in any such
                                    jurisdiction.

                           (v)      In the event of an underwritten public
                                    offering, enter into and perform its
                                    obligations under an underwriting agreement
                                    with terms generally


                                      -10-
<Page>

                                    satisfactory to the LICENSEE and the
                                    managing underwriter of such offering.

                           (vi)     Notify the Holders promptly after the
                                    LICENSEE shall have received notice thereof,
                                    of the time when the registration statement
                                    becomes effective or any supplement to any
                                    prospectus forming a part of the
                                    registration statement has been filed.

                           (vii)    Notify the Holders of any stop order
                                    suspending the effectiveness of the
                                    registration statement and use its
                                    reasonable best efforts to remove such stop
                                    order.

                           (viii)   Notify the Holders if the registration
                                    statement is no longer effective or the
                                    registration statement or the prospectus or
                                    any prospectus supplement is required to be
                                    amended in order to comply with the
                                    provisions of the Securities Act with
                                    respect to the disposition of all securities
                                    covered by such registration statement.

                  (g)      It shall be a condition precedent to the obligations
                           of the LICENSEE to take any action pursuant to this
                           Exhibit 2 that the Holder shall furnish to the
                           LICENSEE such information in writing regarding
                           itself, the securities held by it, and the intended
                           method of disposition of such securities, as the
                           LICENSEE shall reasonably request and as shall be
                           required to effect the registration of such
                           securities. In that connection, the Holder shall be
                           required to represent to the LICENSEE that all such
                           information, which is given, is both complete and
                           accurate in all material respects. Holder shall also
                           deliver to the LICENSEE a statement in writing that
                           it has a bona fide intention to sell, transfer or
                           otherwise dispose of such securities.

                  (h)      "Registration Expenses" shall mean all expenses
                           incurred by the LICENSEE in complying with this
                           Exhibit 2, including, without limitation, all
                           registration and filing fees, printing expenses, fees
                           and disbursements of counsel for the LICENSEE, blue
                           sky fees and expenses, and the expense of any special
                           audits incident to or required by any such
                           registration. Registration Expenses shall also
                           include fees and disbursements of one special counsel
                           for Holders and other selling stockholders, in an
                           amount not to exceed $10,000. "Selling Expenses"
                           shall mean all underwriting


                                      -11-
<Page>

                           discounts, selling commissions and underwriters'
                           expense allowances applicable to the sale of the
                           securities of Holders. All Registration Expenses
                           incurred in connection with any registration,
                           qualification or compliance pursuant to this Exhibit
                           2 shall be borne by the LICENSEE, and all Selling
                           Expenses shall be borne by the Holders.

                  (i)      If the Holders propose to distribute their securities
                           through an underwriter, the LICENSEE shall enter into
                           an underwriting agreement in customary form with the
                           underwriter or underwriters, provided that the terms
                           thereof shall not be materially less favorable to the
                           LICENSEE than those customarily arranged in
                           comparable underwritten offerings.

                  (j)      Holders shall have no right to obtain or seek an
                           injunction restraining or otherwise delaying any such
                           registration as the result of any controversy that
                           might arise with respect to the interpretation or
                           implementation of this Exhibit 2.

                  (k)      Nothing contained herein shall be deemed to limit the
                           rights of the Holders to offer or make a public sale
                           of all or any portion of such securities under Rule
                           144 of the SEC or any other applicable provisions of
                           federal and state securities laws. Furthermore, if,
                           in the opinion of counsel for a Holder, the offering
                           or transfer by such Holder in the manner proposed
                           (including, without limitation, the number of shares
                           proposed to be offered or transferred and the method
                           of offering or transfer) is exempt from the
                           registration requirements of the Securities Act under
                           Rule 144 or otherwise, LICENSEE shall not be required
                           to effect any registration of such securities under
                           the Securities Act.

                  (l)      At such time as LICENSEE is eligible to register its
                           Common Stock for public sale under the Securities Act
                           using Form S-3 (or similar successor form), Holders
                           shall have a one-time right to demand that the
                           LICENSEE file a registration statement on Form S-3
                           covering the offering and sale by Holders of all or a
                           portion of the shares owned by them, such sales to be
                           either at the market from time to time or in an
                           underwritten public offering, or both. LICENSEE will
                           as promptly as practicable after the receipt of such
                           demand file such registration statement and take such
                           other actions with respect to such registration
                           statement as are required by the provisions of
                           paragraphs (f) through (i) of this Exhibit 2. The
                           rights of the Holders under this paragraph (k) shall
                           cease when they no longer


                                      -12-
<Page>

                           own collectively at least 1% of the outstanding
                           Common Stock of LICENSEE.

                  (m)      The rights to cause LICENSOR to register a Holder's
                           securities granted by LICENSOR under this Exhibit 2
                           may be transferred or assigned by a Holder to a
                           transferee or assignee of any Registrable Securities.


                                      -13-