Exhibit 10.2


          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                               FIRST AMENDMENT TO
                          WHOLESALER SERVICE AGREEMENT

This First Amendment to Wholesaler Service Agreement ("FIRST AMENDMENT"),  dated
November 12, 2001, and is between National Specialty Services,  Inc. ("NSS") and
CollaGenex Pharmaceuticals, Inc. ("COLLAGENEX").

                                    RECITALS

A.   NSS  and  CollaGenex  entered  into a  Wholesale  Service  Agreement  dated
     November  1, 2001  pursuant  to which  CollaGenex  engaged  NSS to  provide
     distribution  services for  Atridox(TM)  and  Atrisorb(TM)  (the  "ORIGINAL
     AGREEMENT").

B.   NSS and  CollaGenex  desire to amend the Original  Agreement as further set
     forth below.


NOW, THEREFORE, to implement the foregoing and in consideration of the covenants
and  undertaking  as set  forth in this  First  Amendment,  and  other  good and
valuable consideration,  the receipt and sufficiency of which is acknowledged by
the parties, the parties hereby agree to incorporate the foregoing recitals into
this First Amendment as if fully rewritten herein, and agree as follows:

I.   AMENDMENT. The following sections shall be added to the Original Agreement,
     as if fully rewritten therein:

          1.   SHIPPING AND HANDLING FEES.  Shipping and handling fees collected
               for the  shipment of Atridox,  based on the  pre-payment  options
               offered to NSS' customers will be shared equally  between NSS and
               CollaGenex. Any fees due CollaGenex will be paid on or before the
               [**]  business day of the month  following  collection of the fee
               from the customer.

          2.   ACCOUNTS   RECEIVABLE   UNDERWRITING.   In  accordance  with  the
               following terms and conditions,  CollaGenex  shall underwrite the
               accounts receivable for customers purchasing Atridox and Atrisorb
               that NSS would not normally extend a trade account, such accounts
               to  be  pre-approved  by  CollaGenex;   provided,   however,  the
               institutional   customers   (i.e.,   dental  schools  and  dental
               universities) set forth on Exhibit A to this First Amendment have
               been  approved  by  CollaGenex.  For  all  accounts  approved  by
               CollaGenex for underwriting,  NSS will invoice CollaGenex for the
               amounts  past due  greater  than [**] days from date of  invoice,
               plus the applicable  service charge assessed on such amounts.  At
               such time NSS receives payment from  CollaGenex,  NSS will offset
               the debt, and upon


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               notice to the customer, submit such outstanding amounts due to an
               outside  collection  agency and cancel such  customer's NSS trade
               account.  After such time, CollaGenex shall be solely responsible
               for  collecting  all amounts due and NSS shall have no  liability
               with  regard  to the  ultimate  payment  or  non-payment  of such
               accounts.  The payment by CollaGenex to NSS shall not relieve the
               customer of its obligation to pay all amounts due and owing,  and
               CollaGenex  shall notify such customer of its  obligation to make
               all  future  payments  directly  to  CollaGenex.  NSS will make a
               commercially  reasonable  effort to collect  all amounts due from
               customers  in  accordance  with  NSS'  then  current   collection
               procedures.  CollaGenex  shall,  at all  times,  comply  with the
               provisions of all  applicable  laws,  rules and  regulations  and
               shall  indemnify  and  hold NSS  harmless  from  any  failure  on
               CollaGenex's  part to do so.  The  terms and  conditions  of this
               First Amendment shall be confidential  and shall not be disclosed
               to any third party, including,  but not limited to, the customers
               affected by the provisions hereof.

          3.   CONTRACT  REVIEW.  NSS and CollaGenex  shall review the terms and
               conditions of the arrangement set forth in the Original Agreement
               and this First Amendment every six (6) months.  The basis of this
               review will be to  determine if the  Distribution  Fees should be
               increased or  decreased,  as  applicable,  based on average order
               size,  customer payment  history,  and other mutually agreed upon
               operational indicators.

          4.   DAMAGED PRODUCT.  CollaGenex  acknowledges that it desires not to
               participate in NSS' "Freeze Watch" program related to shipment of
               products into certain climates.  Therefore,  NSS, at CollaGenex's
               direction,   will  ship  Atridox  and   Atrisorb  to   customers,
               regardless of the weather  conditions,  and CollaGenex  will bear
               the risk of loss with regard to such shipment of the products. As
               such,  CollaGenex  will  reimburse  NSS for the  cost of  product
               (including the applicable  distribution  fee) for all Atridox and
               Atrisorb  damaged  in  transit  to the  customer  due to  weather
               conditions.  NSS will document such incidents via the return code
               used to  process  the  credit  to the  applicable  customer.  For
               shipments of Atridox and Atrisorb into "Freeze Watch" areas,  NSS
               will  upgrade the  shipping to 8:30 a.m.  delivery at a charge of
               $[**] per  delivery  to  CollaGenex;  provided,  however,  if the
               customer  requests that the shipping be upgraded,  any additional
               charge  will be borne by the  customer  in  accordance  with NSS'
               standard terms and  conditions of sale and not by CollaGenex.  In
               addition,  NSS will  include  Tempshield(TM)  Self-Sealed  Bubble
               pouches in the shipping  containers  for shipments of Atridox and
               Atrisorb  into "Freeze  Watch" areas at a charge to CollaGenex of
               $[**] per  Tempshield(TM)  pouch.  Notwithstanding  the  upgraded
               delivery and addition of Tempshield(TM) pouches, CollaGenex shall
               continue  bear the risk of loss with  regard to the  shipment  of
               products  damaged  in  transit  to the  customer  due to  weather
               conditions as set forth above.

<PAGE>

II.  EFFECTIVE DATE. The effective date of this First Amendment shall be January
     25, 2002 ("Effective Date").  Except as otherwise amended herein, the terms
     and conditions of the Original Agreement,  as amended, shall remain in full
     force and effect.


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


NATIONAL SPECIALTY SERVIES,           COLLAGENEX PHARMACEUTICALS, INC.
INC.

By:   /s/ David J. Canniff            By: /s/ Frank Ruffo
      ---------------------------         --------------------------------

Its:  Vice President                  Its: Senior Director of Finance
      ---------------------------          -------------------------------

Date: 2-26-02                         Date: 2-26-02
      ---------------------------           ------------------------------



<PAGE>


                                                                     EXHIBIT A

                      PRE-APPROVED INSTITUTIONAL CUSTOMERS

                                [to be completed]