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                                                                    EXHIBIT 10.4

                                 FIRST AMENDMENT
                                       TO
                                LICENSE AGREEMENT


This First Amendment (the "Amendment") to the License Agreement effective
January 23, 1998 (the "License Agreement") between the University of Southern
California, ("USC") and Biokeys, Inc., ("Licensee") is made by and between USC
and Licensee as follows:

1.       Section 7 of the License Agreement is amended to read in its entirety
         as follows:

         7.       PATENT PROSECUTION

                  a.             USC shall file, prosecute and maintain, during
                           the course o this Agreement, the patent applications
                           and patents listed in Appendix A. Should Licensee
                           require the filing of foreign patents, USC shall take
                           responsibility for filing, prosecuting and
                           maintaining said foreign patents.

                  b.             Licensee shall reimburse all reasonable legal
                           expenses incurred and paid by USC in filing,
                           prosecuting and maintaining the U.S. and foreign
                           applications listed (or to be listed pursuant to
                           Paragraph 2.a.) in Appendix A, whether such expenses
                           were incurred before or after the date of this
                           Agreement. These legal expenses shall include the
                           attorneys' and agents' fees, foreign filing fees and
                           out-of-pocket costs associated with responding to
                           office actions and any other fees and costs directly
                           related to obtaining and/or maintaining patent
                           protection in the countries listed Appendix A.
                           Licensee shall advance payments of maintenance fees
                           and annuities as part of such legal expenses to be
                           reimbursed by Licensee within thirty (30) days of
                           request by USC, unless Licensee is advised otherwise
                           by timely notice from USC.

                  c.             Licensee agrees to pay to USC an initial
                           deposit of Five Thousand Dollars ($5,000.00) within
                           fifteen (15) days of the EFFECTIVE DATE of this
                           Amendment. Such deposit will be gild in a trust
                           account. Licensee authorized USC to use that account
                           to pay all legal expenses incurred pursuant to
                           Paragraph 7.b. When the trust account drops below
                           Five Thousand Dollars ($5,000.00), Licensee agrees to
                           pay within thirty (30) days of USC's written demand,
                           the amount to maintain the balance of the trust
                           account at a minimum of Five Thousand Dollars
                           ($5,000.00). Upon termination of this Agreement, any
                           unused deposit shall be refunded.


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                  d.             If the Licensee elects (i.) Not to pursue a
                           PATENT or (ii) to terminate to prosecution or
                           maintenance of a PATENT in any country, the Licensee
                           surrenders its right to make, use or sell PRODUCTS
                           covered by the non- elected PATENT in that particular
                           country shall grant to USC the exclusive rights
                           previously granted to Licensee, without limitation,
                           for that country. Licensee agrees to execute all
                           necessary documents to carry out this grant of rights
                           to USC. Payments referred to in Paragraphs 7.a and
                           7.b shall not be refunded upon such non-election or
                           termination.

IN WITNESS WHEREOF, this Amendment is executed as of August 16, 2000.

                                     "USC"

                                     The University of Southern California

                                     By: /s/ Dennis F. Dougherty
                                        ----------------------------------------
                                        Dennis F. Dougherty
                                        Senior Vice President, Administration



                                     "LICENSEE"

                                     BIOKEYS Pharmaceuticals

                                     BY: /s/ Nicholas Jon Virca
                                        ----------------------------------------
                                        Nicholas Jon Virca
                                        President and CEO