Exhibit 11.03

                           MEMORANDUM OF AGREEMENT
                           -----------------------

*     PARTIES:. IGI, Inc. ("IGI") and Michael F. Holick, MD, Ph.D. ("Holick")

*     EXCLUSIVE LICENSE AGREEMENT:.On or before December 31, 2003, IGI and
      Holick shall enter into an Exclusive License Agreement (the "License")
      in accordance with the terms set forth herein and such other additional
      terms as mutually agreed by the parties consistent herewith, by which
      Holick will exclusively license to IGI free and clear of any and all
      liens, encumbrances, claims or other impairments all rights, title and
      interest in and to the Parathyroid Hormone Related Peptide (PTHrP) and
      glycoside drugs, formulations and technologies, including without
      limitation all patents and patent applications claiming the composition
      or methods of use thereof and all related data and know how (the
      "PTHrP/GLYCOSIDE Rights") in consideration of upfront payments, the
      grant of options to purchase shares of Common Stock of IGI, royalty
      payments and/or consideration of an upfront payment, the grant of an
      option to purchase shares of Common Stock of IGI, royalty.payments
      and/or certain rights to receive a portion of payments received by IGI
      upon sublicensing the PTHrP/GLYCOSIDE Rights as set forth below.

*     CONSIDERATION UNDER EXCLUSIVE LICENSE AGREEMENT

            i.    Subject to rights for reimbursement by setoff against
                  royalty and/or sublicense payments, IGI shall be
                  responsibility for any and all costs for the prosecution
                  and oversight of any intellectual property rights related
                  to the development of the PTHrP/GLYCOSIDE Rights on a going
                  forward basis, such obligations include, but are not
                  limited to, the costs incurred by Holick for the costs of
                  prosecuting the patents included in the PTHrP/GLYCOSIDE
                  Rights on or after January 1, 2003.

            ii.   Upon execution of this Memorandum of Agreement, Holick
                  shall receive from IGI a non-refundable payment of $50,000.

            iii.  Upon execution of the Exclusive License Agreement, Holick
                  shall receive from IGI payment in the amount of $50,000.

            iv.   Holick shall receive from IGI payment in the amount of
                  $100,000 upon the earlier of (i) the initiation of the
                  PTH(7-34) human chemotherapy alopecia trials, (ii) equity
                  acquisition by a third party of 20% or more of IGI's
                  outstanding common stock, or.(iii) January 1, 2004.

            v.    Holick shall receive from IGI payment in the amount of
                  $100,000 on.June 1, 2004.

            vi.   IGI shall guarantee the payments under (iii)-(v) above by a
                  promissory note to be executed simultaneously with the
                  Exclusive


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                  License Agreement.

            vii.  Upon execution of the Exclusive License Agreement, IGI will
                  grant to Holick options to purchase 300,000 shares of IGI's
                  Common in accordance with the terms and conditions of the
                  Company's stock option plans.

            viii. If IGI grants to a third party a sublicense to the
                  PTHrP/Glycoside Rights, IGI will pay to Holick 50% of cash
                  received for upfront and milestone payments and 50% of
                  royalties on net sales received by IGI from its sub-
                  licensee. However, Holick shall not be entitled to any such
                  payments until such time as IGI has recover 100% of the
                  amount of the payments and expenses set forth in (i) - (v)
                  above.

*     EMPLOYMENT AGREEMENT:. Simultaneous with the execution of this
      Memorandum of Agreement, IGI and Holick shall execute a Employment
      Agreement effective as of September 26, 2003, under which Holick shall
      serve as IGI's Executive Vice President of Research and Development and
      Chief Scientific Officer in accordance with the terms thereof.  IGI
      shall have the right to terminate Holick's employment as provided
      thereunder in the event IGI and Holick have not executed the Exclusive
      License Agreement on or before December 31, 2003.

*     EXCLUSIVE DEALING:.In recognition of IGI's payment to Holick of $50,000
      upon execution of this Memorandum of Agreement, Holick agrees not to
      enter into any discussions or negotiations with any third party
      relative to the acquisition, licensing, assignment or other use of the
      PTHrP/GLYCOSIDE Rights.

      IN WITNESS WHEREOF, the parties hereunto set their hands and seals this
26th day of September 2003.

                                       IGI, Inc.


                                       By: /s/ Frank Gerardi
                                           --------------------------------
                                           Frank Gerardi
                                           Chairman & CEO


                                           /s/ Michael F. Holick, MD, Ph.D.
                                           --------------------------------
                                           Michael F. Holick, MD, Ph.D


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