Exhibit 10.8

                         AMENDMENT TO SECURITY AGREEMENT
                           AND SUBORDINATION AGREEMENT

         THIS AMENDMENT TO SECURITY  AGREEMENT AND SUBORDINATION  AGREEMENT (the
"Amendment")  is entered into this 5th day of August,  1999 by and among UNIGENE
LABORATORIES,  INC.,  a  Delaware  corporation,  having its  principal  place of
business at 110 Little Falls Road, Fairfield,  New Jersey 07004 (the "Company"),
Jay Levy,  a resident of New Jersey,  Warren P. Levy,  a resident of New Jersey,
and  Ronald S. Levy,  a resident  of New  Jersey.  Jay Levy,  Warren P. Levy and
Ronald S. Levy are sometimes  individually  referred to as a "Secured Party" and
collectively referred to as "Secured Parties."

                                   WITNESSETH:

         WHEREAS,  the parties  hereto are parties to that  certain  Amended and
Restated  Security  Agreement,  dated July 13, 1999 (the "Security  Agreement"),
pursuant to which the Company granted the Secured Parties a security interest in
the Collateral (as defined in the Security Agreement) in order to secure payment
of certain loans made by the Secured Parties; and

         WHEREAS,  the parties hereto are parties to that certain  Subordination
Agreement,  dated July 13,  1999 (the  "Subordination  Agreement"),  pursuant to
which Warren P. Levy and Ronald S. Levy subordinated their security interests in
the Collateral to the security interest in the Collateral held by Jay Levy; and

         WHEREAS,  on July 30,  1999,  Jay Levy loaned the Company  $70,000,  as
evidenced by a secured  promissory  note dated as of July 30, 1999 (the "July 30
Note") and on the date hereof Jay Levy loaned the Company $200,000, as evidenced
by a secured promissory note dated the date hereof (the "August 5 Note"); and

         WHEREAS,  the parties  hereto  desire that the  Security  Agreement  be
amended on the terms set forth herein to include the July 30 Note and the August
5 Note in the definition of "Obligations;" and

         WHEREAS, the parties hereto desire that the Subordination  Agreement be
amended on the terms set forth herein to include the July 30 Note and the August
5 Note in the definition of "Senior Debt."

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:
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         1. The definition of the term "Obligations" set forth in Section 1.3 of
the  Security   Agreement  is  hereby  amended  to  include  all   indebtedness,
obligations and liabilities of the Company under the July 30 Note and the August
5 Note.

         2. The definition of the term "Senior Debt" set forth in Section 1.2(a)
of the  Subordination  Agreement is hereby amended to include all  indebtedness,
obligations  and  liabilities  of the Company to Jay Levy under the July 30 Note
and the August 5 Note.

         3. This Amendment shall be construed in accordance with and governed by
the laws of the State of New Jersey  without  giving effect to conflicts of laws
principles.

         4. This Amendment may be executed in two or more counterparts,  each of
which shall  constitute an original and all of which shall  constitute  the same
instrument.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed on the day and year first above written.

                                            UNIGENE LABORATORIES, INC.

                                            By:
                                                     Name:
                                                     Title:

                                            ------------------------------------
                                            JAY LEVY


                                            ------------------------------------
                                            WARREN P. LEVY


                                            ------------------------------------
                                            RONALD S. LEVY