EXHIBIT 4.18


                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT, dated as of [see attached schedule],
2001, by and between Biokeys Pharmaceuticals, Inc, a Delaware corporation (the
"Company"), and the undersigned holder (the "Holder") of the Company's
Promissory Notes (the "Notes") and warrants ("Warrants").

                                    RECITALS

      A. The Holder is purchasing from the Company, and the Company desires to
issue and sell to the Holder, (i) Notes, on which the Holder will be receiving
interest in the form of shares of the Company's Common Stock, $.001 par value
("Common Stock") Common Stock, and (ii) Warrants entitling the Holder to
purchase Common Stock upon the exercise thereof as set forth in Agreement (the
"Subscription Agreement") between the Company and the Holder (collectively, with
any other holders purchasing Notes and Warrants under a similar Subscription
Agreement, "Holders").

      B. As partial inducement for the Holder to purchase the Notes and
Warrants, the Company hereby grants the Holder the registration rights set forth
herein, upon the terms and subject to the conditions set forth herein.

      The Company and the Holder hereby agree as follows:

      1. DEFINITIONS. For the purposes of this Agreement:

            (a) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement or
statements or similar documents in compliance with the Securities Act of 1933,
as amended ("Securities Act"), the Securities Exchange Act of 1934, as amended
("Exchange Act") and pursuant to Rule 415 under the Securities Act or any
successor rule providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such registration
statement or document by the Securities and Exchange Commission (the "SEC").

            (b) The term "Registerable Securities" means (i) shares of Common
Stock issued in payment interest on the Notes, (ii) shares of Common Stock
issued upon the exercise of the Warrants, and (iii) any Common Stock issued in
replacement of any Notes or Warrants, including any Registerable Securities sold
by a holder of such Registerable Securities in a transaction in which
Registrable Securities and registration rights under this Agreement are
permitted to be assigned.

      2. PIGGYBACK REGISTRATION.


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<PAGE>

                  (a) Notice. If, beginning at anytime from the earlier of (i)
one year after issuance of the Notes by the Company and (ii) four months after
the next public offering of securities by the Company, and continuing until
December 31, 2006, the Company proposes to file a registration statement under
the Securities Act (a "Registration Statement"), other than a registration on
Form S-8 or Form S-4 with respect to an offering for its own account or for the
account of others of any class of securities of the Company, then, at each such
time, the Company shall give written notice of such intention to file a
Registration Statement (a "Piggyback Notice") to each Holder at least twenty
(20) days before the anticipated filing date of the Registration Statement. The
Piggyback Notice shall describe the intended method of distribution, and shall
offer each Holder the opportunity to register pursuant to such Registration
Statement such Registrable Securities as the Holder may request in writing to
the Company within twenty (20) days after the date the Holder first received the
Piggyback Notice (a "Piggyback Registration"). After receipt of such request
from the Holder, the Company shall take all necessary steps, subject to the
provisions of the following paragraph (b), to include in the Registration
Statement all Registrable Securities which the Company has been so requested to
register by the Holder and to keep such Registration Statement effective until
the later of (i) the sale of all such Registrable Securities and (ii) the date
all such Registrable Securities may be sold without restrictions or limitations
pursuant to Rule 144(k) of the Securities Act. The Company shall be entitled to
withdraw a Registration Statement (not filed pursuant to Section 3 hereof) prior
to its becoming effective, but such withdrawal shall not affect subsequent
rights of Holder.

                  (b) Underwritten Registrations. In a registration pursuant to
this Section 2 involving an underwritten offering, whether or not for sale for
the account of the Company, any request pursuant to this Section 2 may require
that all Registrable Securities be included in such offering on identical terms
and conditions. If the offering is a public offering of the Company's
securities, and if the managing underwriter with respect to such an offering
advises the Company in writing that the inclusion of all the Registrable
Securities which the Holder requested to be included in the Registration
Statement would materially jeopardize the success of the offering, then the
Company shall be required to include in the underwriting only that number, if
any, of Registrable Securities which the underwriter advises the Company in
writing may be sold without materially jeopardizing the offering. Any reduction
to be made by such managing underwriter in the amount of Registrable Securities
to be included in such underwriting shall be made pro rata among each Holder.
Any Holder disapproving of the terms of any such underwriting may elect to
withdraw such Holder's Registrable Securities from registration by written
notice to the Company and the underwriter not later than 15 days prior to the
effective date of any registration.

            3. LIMITATIONS ON THE COMPANY'S OBLIGATIONS. The obligations of the
Company to cause Registrable Securities to be registered under the Securities
Act as provided in this Agreement are subject to each of the following
limitations, conditions and qualifications:


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<PAGE>

            (a) The Company shall be entitled, for a period of time not to
exceed 45 consecutive days, to postpone the filing of any registration statement
otherwise required to be prepared and filed by it pursuant to Section 2 or 3
above and/or to request that the Holders refrain from effecting any public sales
or distributions of their Registrable Securities if the Board of Directors of
the Company in good faith determines in its reasonable business judgment that
such registration and/or such public sales or distributions would interfere in
any material respect with any financing (other than an underwritten secondary
offering of any securities of the Company), acquisition, corporate
reorganization or other transaction or development involving the Company or any
subsidiary of the Company that in the reasonable good faith business judgment of
such Board is a transaction or development that is or would be material to the
Company (a "Material Development Election"). The Board of Directors of the
Company shall, as promptly as practicable, give the Holders written notice of
any such Material Development Election. In the event of a determination by the
Board of Directors to postpone the filing of a registration statement required
to be filed under Section 2 or 3 hereof, the Company shall be required, if
Holders of at least 50% of the outstanding Notes so request, to file such
registration statement as soon as reasonably practicable after the Board of
Directors of the Company shall determine, in its reasonable business judgment,
that the filing of such registration statement and the offering thereunder shall
not interfere with the aforesaid material transaction or development, but in any
event no later than the end of such 45-day period. In addition, if the Board of
Directors of the Company has requested that the Holders refrain from making
public sales or distributions of their Registrable Securities, such Board shall,
immediately following its determination that the Holders may recommence such
public sales and distributions, notify such Holders in writing of such
determination (but in any event no later than the end of such 45-day period).

      4. REGISTRATION EXPENSES. All expenses incident to a Piggyback
Registration, including, without limitation, all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger, telephone and delivery expenses, and fees and,
disbursements of counsel for the Company and counsel for the Holders (but not
more than one counsel for the Holders per registration) and of all independent
public accountants of the Company (including the expenses of any special audit
and "comfort" letters required by or incident to the performance of such
services), underwriting expenses (excluding (a) discounts, commissions or fees
of underwriters, selling brokers, dealer managers or similar securities industry
professionals relating to the distribution of the Registrable Securities which
shall be paid by the selling Holders on a pro rata basis based on the number of
Registrable Securities being sold by them and (b) any stock transfer taxes
incurred with respect to the distribution of the Registrable Securities),
securities acts liability insurance and fees and expenses of other persons or
entities retained by the Company, will be borne by the Company whether or not
any Registration Statement become effective.

      5. HOLDBACK AGREEMENTS. In connection with any underwritten public
offering for the Company's account, each Holder of Registrable Securities agrees
not to effect any public sale or distribution of Common Stock, including a sale
pursuant to Rule 144 or in reliance on any other exemption from registration
under the Securities Act, during the 120 day period beginning on the effective
date of any Registration Statement (except as a participant in such
registration), but only if and to the extent requested in writing (with
reasonable prior written notice) by an underwriter(s) and only if and to the
extent (i) that all executive officers and directors of the Company holding five
(5%) percent or more of the Company's securities, and (ii) all holders of ten
(10%) percent or more of the Company's securities, enter into identical
agreements. Any such agreement shall be in writing in a form satisfactory to a
majority in interest of the Holders.

      6. REGISTRATION PROCEDURES.

            (a) In connection with any registration required or permitted under
this Agreement, the Company covenants and agrees that it will promptly:


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                  (i) prepare and file with the Commission a Registration
Statement with respect to the Registrable Securities and use its continuing best
efforts to cause such Registration Statement to become and remain effective;

                  (ii) notify each Holder of Registrable Securities included in
such registration promptly after it shall receive notice thereof, of the time
such Registration Statement has become effective or any supplement to any
prospectus forming a part of such Registration Statement has been filed;

                  (iii) notify each Holder of Registrable Securities included in
such registration promptly of any request by the Commission for the amendment or
supplement of such Registration Statement or prospectus or of a request for
additional information;

                  (iv) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith and such other documents necessary to comply with the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated under the Securities Act and the Exchange Act,
as may be necessary to keep such Registration Statement filed pursuant to this
Agreement effective for a period of not less than twelve months and comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement;

                  (v) furnish to each Holder of Registrable Securities included
in such registration such number of copies of such Registration Statement, each
amendment and supplement thereto, the prospectus included in such Registration
Statement (including each preliminary prospectus) and such other documents,
including correspondence with the Commission, as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Holder;

                  (vi) concurrently with the effectiveness of the Registration
Statement under the Securities Act, qualify the Registrable Securities under
such other securities or "blue sky" laws of such jurisdictions as each Holder
reasonably may request, and do any and all other acts and things necessary to
enable each Holder to consummate the sale of the Registrable Securities owned by
such Holder; provided that the Company shall not be required in connection with
this paragraph (vi) to qualify as a foreign corporation or execute a general
consent to service of process in any jurisdiction where the Company is not then
so qualified or subject to service of process or to subject the Company to
income taxation in any jurisdiction where it is not then so subject;

                  (vii) notify each Holder of Registrable Securities included in
such registration, at any time when a prospectus relating thereto, is required
to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such Registration Statement contains
an untrue statement of a material fact or omits any fact necessary to make any
statement therein not misleading in light of the circumstances in which such
statement is made, and prepare and furnish to such Holder a reasonable number of
copies of a supplement to or amendment of such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading in light of the
circumstances in which they are made;


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<PAGE>

                  (viii) advise each Holder of Registrable Securities included
in such registration promptly after it shall receive notice or obtain knowledge
of the issuance of any stop order by the Commission suspending the effectiveness
of any such Registration Statement or the initiation or threat of any proceeding
for that purpose and promptly use its reasonable best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;

                  (ix) use its reasonable best efforts to cause all such
Registrable Securities to be listed on each securities exchange or reported on
each consolidated reporting system on which similar securities issued by the
Company are then listed or reported, as the case may be;

                  (x) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such Registration
Statement;

                  (xi) allow each Holder of Registrable Securities included in
such registration to participate in the preparation of the Registration
Statement, each prospectus included therein or filed with the Commission and
each amendment or supplement thereto and make available for inspection by each
Holder, any underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by
such Holder or such underwriter, all financial and other records, pertinent
corporate documents and properties of the Company and cause the Company's
officers, directors, employees and independent accountants to supply all
information reasonably requested by such Holder, underwriter, attorney,
accountant or agent in connection with such Registration Statement, subject to
the right of the Company to require confidentiality agreements in a form
reasonably acceptable to the Company and such Holder; and

                  (xii) furnish, at the request of any Holder or Holders
requesting registration of Registrable Securities pursuant to this Agreement, on
the date that such Registrable Securities are delivered to the underwriters for
the sale pursuant to such registration or, if such Registrable Securities are
not being sold through underwriters, on the date that the registration statement
with respect to such Registrable Securities becomes effective, an opinion, dated
such date, of the independent counsel representing the Company for the purposes
of such registration, addressed to the underwriters, if any, and to the Holder
or Holders making such request, covering such legal matters with respect to the
registration in respect of which such opinion is being given as the Holder
requesting such opinion may reasonably request; provided such matters are of a
nature that legal counsel are normally required to opine upon in connection with
such a registration or offering, and a letter dated such date, from the
independent certified public accountants of the Company, addressed to the
underwriters, if any, and to the Holder or Holder making such request, stating
that they are independent certified public accountants within the meaning of the
Securities Act and that in the opinion of such accountants, the financial
statements and other financial data of the Company included in the registration
statement or prospectus, or any amendment or supplement thereto, comply as to
form in all material respects with the applicable accounting requirements of the
Securities Act. Such letter from the independent certified public accountants
shall additionally cover such other financial matters with respect to the
registration in respect of which such letter is being given as the Holder
requesting such letter may reasonably request; provided such matters are of a
nature that accountants are normally required to opine upon in connection with
such registration.


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<PAGE>

            (b) The Company may require each Holder participating in a
registration hereunder to furnish the Company such information regarding such
Holder and the distribution of such Registrable Securities as the Company may
from time to time reasonably request in writing and as shall be required by law
to effect such registration. Each holder, as a condition of participating in
such registration, shall furnish such information, which shall be complete,
correct and not misleading.

            (c) The Holder or Holders who include Registrable Securities in any
registration under this Agreement shall distribute those Registrable Securities
in a manner consistent with the distribution described in the relevant
registration statement.

      7. RULE 144. After a Public Offering, the Company shall take all actions
reasonably necessary to enable the Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (b) any similar rule or regulation hereafter adopted by
the Commission, including, without limiting the generality of the foregoing,
filing on a timely basis all reports required to be filed under the Exchange
Act, but shall not be liable for any damages resulting from an inability of a
Holder to rely on Rule 144 if the Company was not timely in its filings because
of circumstances beyond its reasonable control. Upon the request of any Holder,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements and shall provide such Holder with such publicly
filed documents of the Company as are reasonably requested by such Holder in
connection with such sale.

      8. INDEMNIFICATION.

            (a) Indemnification by the Company. In the event of any registration
of any of the Registrable Securities under the Securities Act pursuant to this
Agreement, the Company will indemnify and hold harmless each Holder
participating in the registration, its directors, officers and partners and each
underwriter involved in such registration and each other person, if any, who
controls each selling Holder or underwriter within the meaning of the Securities
Act or the Exchange Act against any losses, claims, damages or liabilities,
joint or several, to which each selling Holder or its officers, directors, or
partners or underwriter may become subject insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement under which such Registrable Securities
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in such Registration Statement, or any amendment or
supplement to such Registration Statement, or arise out of or are based upon the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances in which they are made, and will reimburse such selling
Holder, its officers, directors, and partners and such underwriter and each such
controlling person for any legal or any other expenses reasonably incurred by
any of them as they are incurred in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable to any selling Holder or its officers, directors, or
partners, or underwriter and controlling persons in any such case to the extent


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<PAGE>

that any such loss, claim, damage or liability arises out of or is based upon
any untrue statement or omission made in such Registration Statement,
preliminary prospectus or final prospectus, or any such amendment or supplement
thereto, (i) in reliance upon and in conformity with information furnished to
the Company, in writing, by or on behalf of such selling Holder or its officers,
directors, or partners, or underwriter and controlling persons, specifically for
use in the preparation of such Registration Statement, preliminary prospectus or
final prospectus or amendment or supplement thereto, or (ii) where such untrue
statement or omission or alleged untrue statement or omission (A) was corrected
in a subsequent final prospectus delivered in sufficient number to the selling
Holder and with sufficient time to permit distribution by such selling Holder,
(B) such selling Holder failed to so distribute such subsequent final
prospectus, and (C) to the extent such distribution would have avoided the
applicable loss, claim, damage, liability or action.

            (b) Indemnification by the Holder. In the event of any registration
of any of the Registrable Securities under the Securities Act pursuant to this
Agreement, each selling Holder, severally and not jointly, will indemnify and
hold harmless the Company, each of its directors, and officers, each underwriter
involved in such registration, each other selling Holder and their respective
officers, directors, and partners and each person, if any, who controls the
Company or any such underwriter or selling Holder within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages or
liabilities (or actions in respect thereof), to which the Company, such
directors and officers, such underwriter or selling Holder or its respective
officers, directors, stockholders or partners or controlling person may become
subject, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement
under which such Registrable Securities were registered under the Securities
Act, any preliminary prospectus or final prospectus contained in such
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon any omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in which they
are made, and will reimburse the Company, the underwriters, each other selling
Holder and their respective officers, directors, stockholders, partners and
controlling person for any legal or any other expenses reasonably incurred by
any of them in connection with investigating or defending any such loss, claim,
damage, liability or action, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to the Company by
or on behalf of such selling Holder or its officers, directors, stockholders or
partners or controlling persons, specifically for use in connection with the
preparation of such Registration Statement, preliminary prospectus or final
prospectus or amendment or supplement thereto; provided, however, that the
maximum obligation of each selling Holder for indemnification shall be limited
to the net proceeds received by it from the sale of Registrable Securities
pursuant to such Registration Statement.


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<PAGE>

            (c) Required Notices. Each party entitled to indemnification under
this Section 8 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after the
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought and, with respect to third party claims, shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting from
it, provided that counsel for the Indemnifying Party who shall conduct the
defense of such claim or litigation must be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and provided further that
the failure of any Indemnified Party to give notice as provided in this Section
8(c) shall not relieve the Indemnifying Party of its obligations under Sections
8(a) or (b), as the case maybe except to the extent such Indemnifying Party was
actually prejudiced thereby. The Indemnified Party shall have the right to
employ its own counsel in any claim or litigation, but, with respect to third
party claims or litigation, the fees and expenses of counsel shall be at the
expense of such Indemnified Party, when and as incurred, unless the Indemnified
Party shall have reasonably concluded that there may be a conflict of interest
between the Indemnifying Party and the Indemnified Party in the conduct of the
defense of such claim or litigation (in which case the Indemnifying Party shall
not have the right to direct the defense of such claim or litigation on behalf
of the Indemnified Party), or the Indemnifying Party shall fail, within a
reasonable time after notice of the claim, to have given written notice of its
intention to assume such defense, and to have employed counsel to assume the
defense of such claim or litigation, or the Indemnifying Party fails timely and
actively to assume or to continue the defense of such claim. No Indemnifying
Party, in the defense of any claim or litigation, shall, without the consent of
the Indemnified Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect of such third party claim or litigation. In no event shall an
Indemnified Party consent to any entry of any judgment in a third party claim or
litigation, or settle a third party claim or litigation without the prior
written consent of the Indemnifying Party unless the Indemnifying Party fails to
timely give notice of its intention to assume defense or timely and actively to
assume and continue such defense.

      9. ASSIGNABILITY. The rights granted in this Agreement may be assigned in
whole or in part by a Holder, but only along with a permitted assignment of
Registrable Securities by such Holder. Nothing contained herein shall be deemed
to permit an assignment, transfer or other disposition of Notes or Warrants in
violation of the terms and conditions of the Subscription Agreement.

      10. NOTICES.

            (a) All notices, consents, requests, demands and other
communications required or permitted to be given under this Agreement shall be
in writing and delivered personally, receipt acknowledged, or mailed by
registered or certified mail, postage prepaid, return receipt requested, or sent
by overnight express delivery service, or given by telecopier transmission and
confirmed by one of the preceding notice delivery methods, addressed to the
parties hereto as follows (or to such other addresses as any of the parties
hereto shall specify by notice given in accordance with this provision):


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<PAGE>

                  If to the Company to:
                           Biokeys Pharmaceuticals, Inc.
                           333 N. Sam Houston Parkway
                           Suite 1035
                           Houston, Texas 77060

or at such other address as it may have furnished in writing to the Holder of
Registrable Securities at the time outstanding, or

                  If to the Holder of any Registrable Securities:

                           To the address of such Holder as recorded in the
                           stockholder records of the Company.

            (b) All such notices, consents, requests, demands and other
communications shall be deemed given when personally delivered as aforesaid, or,
if mailed or sent by overnight service as aforesaid, on the third business day
after the mailing thereof or on the day actually received, if earlier, except
for a notice of a change of address which shall be effective only upon receipt.

      11. AMENDMENT, WAIVER AND TERMINATION. This Agreement maybe amended, and
the observance of any term of this Agreement may be waived, but only with the
written consent of the Company and the Holder. No delay on the part of any party
in the exercise of any right, power or remedy shall operate as a waiver thereof,
nor shall any single or partial exercise by any party of any right, power or
remedy preclude any other or further exercise thereof, or the exercise of any
other right, power or remedy.

      12. COUNTERPARTS. One or more counterparts of this Agreement may be signed
by the parties, each of which shall be an original but all of which together
shall constitute one and the same instrument.

      13. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, heirs, personal
representatives, administrators, executors and permitted assigns. Nothing
contained in this Agreement is intended to confer upon any person or entity,
other than the parties hereto or their respective successors, heirs, personal
representatives, administrators, executors or permitted assigns, any rights,
benefits, obligations remedies or liabilities under or by reason of this
Agreement.


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<PAGE>

      14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York with respect to contracts made
and to be fully performed therein, without regard to the conflicts of laws
principles thereof. The parties hereto hereby agree that any suit or proceeding
arising under this Agreement, or in connection with the consummation of the
transactions contemplated hereby, shall be brought solely in a federal or state
court located in the City, County and State of New York. By its execution
hereof, the Company hereby consents and irrevocably submits to the in personam
jurisdiction of the federal and state courts located in the City, County and
State of New York and agrees that any process in any suit or proceeding
commenced in such courts under this Agreement may be served upon it personally
or by certified or registered mail, return receipt requested, or by Federal
Express or other courier service, with the same force and effect as if
personally served upon it in New York City (or in the city or county in which
such other court is located). The parties hereto each waive any claim that any
such jurisdiction is not a convenient forum for any such suit or proceeding and
any defense of lack of in personam jurisdiction with respect thereto.

      15. INVALIDITY OF PROVISIONS. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.

      16. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first set forth above.

                                                 BIOKEYS PHARMACEUTICALS, INC.

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

                                                     HOLDER:

                                                     (see schedule on next page)
                                                     ---------------------------
                                                     Print Name
                                                     ---------------------------
                                                     Position (if applicable):
                                                     ---------------------------

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<PAGE>

                               SCHEDULE OF HOLDERS


      Each of the persons listed below executed this form of Registration Rights
Agreement as a "Holder" effective as of the date set forth opposite such persons
name below:

HOLDER                                            EFFECTIVE DATE
-------------------------------------------------------------------
Ernst Pernet                                      November 14, 2001
-------------------------------------------------------------------
Robert J. Neborsky, MD, Inc.
 Combination Retirement Trust U/T/A 11/30/82      October 29, 2001
-------------------------------------------------------------------


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