EXHIBIT 10.3
               AMENDMENT TO LOAN AGREEMENT AND SECURITY AGREEMENT

         This Amendment to Loan Agreement and Security  Agreement  ("Amendment")
made this 25th day of June,  1999 by and between Unigene  Laboratories,  Inc., a
Delaware  corporation  authorized to do business in the State of New Jersey (the
"Borrower") with offices at 110 Little Falls Road, Fairfield, New Jersey and Jay
Levy,  Warren P. Levy and Ronald S. Levy, all with offices located at 110 Little
Falls Road, Fairfield, New Jersey, individually (jointly the "Lender").

         WHEREAS,  the parties have previously entered into a Loan Agreement and
a Security Agreement both dated March 2, 1995 pursuant to which Lender loaned to
Borrower  certain  sums not to exceed at any time the  amount  of  $500,000  and
Borrower granted to Lender a security interest in certain  collateral located in
premises  known as 110 Little  Falls Road,  Fairfield,  New Jersey  owned by the
Borrower as particularly  described  therein,  which Loan Agreement and Security
Agreement  have been amended by the Borrower and the Lender by Amendment to Loan
Agreement  and  Security  Agreement  dated  March 20,  1995 to grant to Lender a
security interest in certain  collateral  located in premises known as 83 Fulton
Street,  Boonton,  NJ (which  collateral  is  referred to  collectively,  as the
"Collateral") and

         WHEREAS,  pursuant to an  Amendment  to Loan  Agreement  and  Security
Agreement,  dated June 29, 1995, the Loan  Agreement and the Security  Agreement
were further amended (i) to provide for additional  loans to the Lender from the
Borrower in the  aggregate  amount of $700,000,  to allow for total  outstanding
borrowings under the Loan Agreement of up to $1.2 million and (ii) to secure the
obligations  of the  Borrower  under  the new  loans by  granting  the  Lender a
security interest in the Collateral; and

         WHEREAS,  under the Loan  Agreement,  the Lender  has made Loans  which
have, in part,  been repaid by the Borrower,  which amounts have been re-lent by
the Lender to the Borrower; and

         WHEREAS,  the Borrowers and the Lender wish to provide for  outstanding
borrowings by the Borrower under the Loan Agreement of up to $1.5 million, which
borrowings shall be entitled to the benefit of the security  provided for by the
Security Agreement.

         NOW,  THEREFORE,  in  consideration  of the  mutual  convenants  herein
contained and other good and valuable consideration,  receipt of which is hereby
acknowledged, the parties agree as follows.

1.        ADVANCES
         Is hereby amended to provide for additional  loans by the Lender to the
Borrower of up to $300,000  ("New Loan"),  with the result that the term "Loan,"
as set forth in the Loan Agreement and Security  Agreement  shall mean aggregate
outstanding  borrowings of up to $1.5 million, which may include amounts re-lent
by the Lender following the repayment of such amounts by the Borrower.

                  a.       The New Loan shall be and is hereby  made  subject to
                           the terms and conditions of the Loan Agreement.

                  b.       Advances of the New Loan made to the  Borrower  shall
                           be delivered to the Borrower by check  payable to the
                           Borrower or wire  transfer of funds for credit to any
                           general deposit  account  maintained by the Borrower,
                           as the Borrower may reasonably direct.
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                  c.       The New Loan shall be evidenced by a Promissory Note,
                           dated the date  hereof,  in the  principal  amount of
                           $300,00 (the "Promissory  Note") to be given pursuant
                           hereunder.

2.       COLLATERAL

         To secure payment and performance of the obligations of the Borrower to
the Lender under this Loan Agreement,  as amended,  and the Promissory Note, the
Borrower  hereby  amends  the  Security  Agreement  and  grants to the  Lender a
security interest in the Collateral. The Security Agreement shall remain in full
force and effect until all  obligations  of the Borrower to the Lender are fully
paid and satisfied.

3.       DOCUMENTATION

         Upon the execution  hereof Borrower shall execute and deliver to Lender
the following  documents;  (i) the Promissory Note; (ii)  appropriate  financing
statements; and (iii) an Affidavit of Title as to the Collateral. In addition to
the foregoing,  upon the execution  hereof  Borrower shall deliver to the Lender
(iv) a  certified  copy of the  resolution  of the  Board  of  Directors  of the
Borrower authorizing  execution,  delivery and performance of this Agreement and
the Promissory Note.

4.       ADDITIONAL ADVANCES

         Lender's obligation to make additional advances hereunder in respect of
the New Loan shall be conditioned upon and is subject to the satisfaction of the
following conditions precedent:

         1.       Borrower  shall  have  complied  with  and  shall  then  be in
                  compliance  with the terms,  covenants and  conditions of this
                  Agreement and all of the loan documents pursuant hereto.

         2.       There shall exist no default or event of default.

         3.       The representations  and warranties  contained in any document
                  given pursuant aid this Agreement,  including the Affidavit of
                  Title,  shall be true and  with  the same  effect  as if those
                  representations  and  warranties  had been made at the time of
                  making of each advance.

5.          MISCELLANEOUS

         All  representations,  covenants and  warranties  contained in the Loan
Agreement,  except  as  otherwise  herein  provided,  are  reaffirmed  as of the
execution of this Agreement and shall be binding upon the Borrower.

         Except as otherwise  provided,  all terms and  conditions  of this Loan
Agreement  shall  remain in full force and  effect,  shall be  binding  upon the
Borrower and be applicable to the New Loan.
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         IN WITNESS  WHEREOF the parties have executed the within Loan Agreement
the day and year first above written.

Attest:                                              Borrower:
                                                     Unigene Laboratories, Inc.

_____________________                       By_______________________
Ronald S. Levy, Secretary                           Warren P. Levy, President
(Seal)

Witness:                                    Lender:
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                                                     Jay Levy

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                                                     Warren P. Levy

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                                                     Ronald S. Levy