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                                                                    Exhibit 10.1


                                November 7, 2001

Mr. Bradley J. Carver
President & CEO
SafeScience, Inc.
31 St. James Ave., 8th Fl.
Boston, MA 02116

RE:   Amendment No. 2

Dear Brad:

As recently discussed with yourself and John Burns, Wayne State University
("WSU"), Barbara Ann Karmanos Cancer Institute ("KCI") (together, "Licensors")
and SafeScience, Inc. ("Company") desire to effect the following amendment to
the WSU-KCI-Company License Agreement, as amended, effective January 26, 2001
(the "Agreement"):

1. Section 3.1 (c) of the Agreement shall be amended and shall read in full as
follows: "Licensee shall pay Licensors an additional license fee which shall
constitute six percent (6%) of cash raised directly or indirectly for the
benefit of Licensee, by Licensee or any entity affiliated in whole or in part
with Licensee, and whether through debt, equity, or other means during the term
of this Agreement, except as otherwise provided in this Section 3.1(c). In
furtherance of the foregoing, but not by way of limitation, the additional fee
payable under this Section 3.1(c) shall be paid on any Development Funding (as
such term is defined in the Securities Purchase Agreement between Licensee and
Elan International Services, Ltd. dated June 22, 2001) payments made by Elan
International Services, Ltd. to SafeScience Newco, Ltd., but shall not be paid
on any Development Funding payments made by Licensee to SafeScience Newco, Ltd.
Such additional fee shall be paid in quarterly installments within forty-five
(45) days of the end of each calendar quarter, with each quarterly installment
payment constituting six percent (6%) of cash raised directly or indirectly for
the benefit of Licensee, by Licensee or any entity affiliated in whole or in
part with Licensee, and whether through debt, equity, or other means during the
immediately preceding calendar quarter. Once Licensee has raised at least
$16,510,000 in cash raised directly or indirectly for the benefit of Licensee,
by Licensee or any entity affiliated in whole or in part with Licensee, and
whether through debt, equity, or other means during the term of this Agreement,
Licensee shall pay the difference between $1,635,000 and the total additional
license fee earned up to such date pursuant to this Section 3.1 (c) in equal
amounts in cash monthly over the following six (6) months. If the Licensee
raises less than $16,510,000 in cash raised directly or indirectly for the
benefit of Licensee, by Licensee or any entity affiliated in whole or in part
with Licensee, and whether through debt, equity, or other means during the term
of this Agreement the Licensee shall owe no more nor no less than 6% of the cash
raised. If the Licensee raises at least $16,510,000 cash raised directly or
indirectly for the benefit of Licensee, by Licensee or any entity affiliated in
whole or in part with Licensee, and whether through debt, equity, or other means
during the term of this Agreement, total payments under this paragraph shall not
exceed $1,635,000."

2. The second sentence of Section 2.6 of the Agreement shall be replaced in its
entirety by the following: "Determination of diligence shall be made with
reference to objective criteria, including, without limitation, Licensee's
obligation to (i) raise at least sixteen million five hundred ten thousand
dollars ($16,510,000.00) in cash through the issuance of securities, including
but not limited to debt or equity, between the Effective Date and August 15,
2002, including at least five million dollars
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($5,000,000) in cash between November 7, 2001 and August 15, 2002 through the
issuance of securities, including but not limited to debt or equity, from
sources other than (x) Development Funding or other payments made by Elan
International Services, Ltd. or its affiliates to SafeScience Newco, Ltd., or
(y) payments made by Elan International Services, Ltd. or its affiliates to
Licensee that are the source of Development Funding or other payments by
Licensee to SafeScience Newco, Ltd.; and (ii) introduce Licensed Products to the
market within six (6) months following receipt of the necessary marketing
approvals from the Food and Drug Administration ("FDA") and other appropriate
regulatory agencies. The parties acknowledge that $6,510,000 of the $16,510,000
referenced in the foregoing clause (i) has already been raised by Licensee prior
to November 7, 2001 and that the foregoing clause (i) is intended to express the
intent of the parties that in the event Licensee does not raise at least ten
million dollars ($10,000,000) in cash through the issuance of securities between
November 7, 2001, and August 15, 2002, including at least five million dollars
($5,000,000) from sources other than clauses (x) and (y) above, that Licensors
shall have the right to terminate the License Agreement from and after August
15, 2002 under Section 6.2 (a) of this Agreement, subject only to the thirty day
cure period described therein."

3. A new Section 2.1 (c) shall be added to the Agreement which shall read in
full as follows: "Licensors shall engage in, sponsor research of, or support the
advancement of GBC-590 Material during the two (2) years following the Effective
Date and any Improvements of the Licensed Products which result from such
activities shall be incorporated into this Agreement."

4. In connection with the above amendments to the Agreement, the Company
acknowledges and agrees that it shall pay one percent (1%) on the $5,875,000
(i.e., $58,750) raised by the Company between the Effective Date and July 31,
2001 within five business days of the date of this Amendment #2. In addition,
the Company shall pay six percent (6%) on the $600,000 (i.e., $36,000) raised by
the Company between July 31, 2001 and September 30, 2001 by November 14, 2001,
and shall pay six percent (6%) on the $35,000 (i.e. $2,100) raised by the
Company between September 30, 2001 and October 30, 2001 by February 14, 2002.

5. In connection with this Amendment No. 2 to the Agreement, the Company shall
grant to each of the Licensors a warrant to acquire sixty-two thousand five
hundred (62,500) shares of common stock (the "Warrants") in the Company, which
Warrants shall vest ratably, on a quarterly basis, over a period of two (2)
years, in equal portions commencing March 31, 2001. The Company shall file a
registration statement on Licensors' behalf covering the shares issuable upon
exercise the Warrants by March 1, 2002 and shall use its reasonable efforts to
cause such registration statement to be declared effective by April 30, 2002.
The exercise price of the Warrants shall be $1.15 and such Warrants shall have a
term ending ten years from the Effective Date. Such Warrants shall cease vesting
upon the date of termination of the Agreement if the Agreement is terminated by
the Licensors or by the Company pursuant to Section 6.2(e) of the Agreement,
provided that such portion of the Warrants already vested shall be otherwise
exercisable in accordance with the terms of the Option. Licensor agrees that its
sales of shares of stock of the Company issuable upon the exercise of the
Warrants and the option granted pursuant to Section 3.2(c) of the Agreement
shall be limited in any one trading day to no more than 10% of the average daily
volume of the preceding 20 trading days, based on the daily volume as reported
in the Wall Street Journal.

6. Except as expressly amended by this Amendment No. 2, all other terms and
provisions of the Agreement shall remain in full force and effect (including
Section 9.6 (Counterparts)). Capitalized terms used in this Amendment No. 2 and
not defined herein are used with the meaning ascribed to them in the Agreement.
This Amendment No. 2 may be executed in one or more counterparts, each of which
shall
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be deemed an original, but all of which together shall constitute one and the
same instrument. This Amendment No. 2 shall take effect as of January 26, 2001.

If the terms of this Amendment No. 2 are agreeable to Company, please have two
copies of Amendment No. 2 executed on behalf of Company and forward them to my
attention for signature on behalf of WSU.

                                Very truly yours,


                                  Fred Reinhart

AGREED AND ACCEPTED:

SAFESCIENCE, INC.                               WAYNE STATE UNIVERSITY

By: /s/ Bradley J. Carver                       By: /s/ Fred Reinhart
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Name:                                           Name:
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Title:                                          Title:
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BARBARA ANN KARMANOS CANCER INSTITUTE

By: /s/ William G. Bennett
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Name:
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Title:
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