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                                                                    Exhibit 10.2

                               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
                  Priming of Specific Cytotoxic T-Lymphocyte Response"

         4)       MDA Ref: UTSC:267 (Divisional of UTSC:234) "Prophylaxis and
                  Therapy of Acquired Immunodeficiency Syndrome"
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         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 $   for reimbursement of all out-of-pocket
                           expenses paid by MDA through June 15, 2000 in filing,
                           prosecuting, enforcing and maintaining PATENT RIGHTS
                           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


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                           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    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 one and      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;     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     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 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


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                           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,       duly authorized, validly
                           issued and fully paid shares of Common Stock in
                           LICENSEE, which, the parties agree, had a value of
                                  , calculated by dividing      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     , calculated by
                           dividing      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 per share and that
                           no more      shares will 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.


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                  (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      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    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:

                  (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


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                           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

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.


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      Director, Technology Development        Office of General Counsel

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


BIOKEYS PHARMACEUTICALS, INC.


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

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


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                                    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


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                           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


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                           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-
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                                    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-
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                           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


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                           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.


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