EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT


                  This  Registration  Rights Agreement (the "Agreement") is made
and  entered  as of  this  29th  day  of  June,  1998  by  and  between  Unigene
Laboratories,  Inc., a Delaware  corporation (the "Company"),  and The Tail Wind
Fund,  Ltd.  pursuant to the  Purchase  Agreement  of even date  herewith by and
between  the  Company  and  the  investor   identified  therein  (the  "Purchase
Agreement").

                  The parties hereby agree as follows:

                  1.       Certain Definitions

                           As used in this Agreement,  the following terms shall
have the following meanings:

                           "Common Stock" shall mean the Common Stock, par value
$.01 per share, of the Company.

                           "Debentures"  mean the  Debentures  in the  aggregate
principal amount of $4,000,000  issued to the Investor  pursuant to the Purchase
Agreement.

                           "Investor"  shall mean The Tail Wind Fund,  Ltd.  and
any subsequent holder of any Debenture, Warrant or Registrable Securities.

                           "Prospectus"  shall mean the  prospectus  included in
any  Registration  Statement,  as  amended  or  supplemented  by any  prospectus
supplement,  with  respect to the terms of the  offering  of any  portion of the
Registrable  Securities covered by such Registration  Statement and by all other
amendments  and   supplements  to  the  prospectus,   including   post-effective
amendments and all material incorporated by reference in such prospectus.

                           "Register,"  "registered" and "registration" refer to
a registration made by preparing and filing a registration  statement or similar
document in compliance with the 1933 Act (as defined below), and the declaration
or ordering of effectiveness of such registration statement or document.

                           "Registrable  Securities"  shall  mean (a)  3,852,500
shares of Common Stock which are or may be issuable (i) upon the  conversion  of
the  Debentures  as payment of principal  or accrued and unpaid  interest on the
Debentures, and (ii) upon the exercise of the Warrants, and (b) shares of Common
Stock issuable or issued as a dividend or other distribution with respect to, or
in exchange for or in replacement of, such Common Stock.

                           "Registration  Statement" shall mean any registration
statement  filed under the 1933 Act of the Company that covers the resale of any
of the  Registrable  Securities  pursuant to the  provisions of this  Agreement,
amendments  and   supplements   to  such   Registration   Statement,   including
post-effective  amendments,  all  exhibits  and  all  material  incorporated  by
reference in such Registration Statement.

                           "SEC"  means  the  U.S.   Securities   and   Exchange
Commission.

                           "1933  Act"  means  the  Securities  Act of 1933,  as
amended, and the rules and regulations promulgated thereunder.
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                           "1934 Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

                           "Warrants"  mean the  Warrants to purchase  shares of
Common Stock  issuable to the Investor  upon  conversion  or  redemption  of the
Debentures.

                  2.       Registration.

                           (a) Registration  Statement.  Promptly  following the
closing of the transactions contemplated by the Purchase Agreement (the "Closing
Date") (but no later than sixty days after the Closing Date),  the Company shall
prepare  and file with the SEC one  Registration  Statement  on Form S-3 (or, if
Form S-3 is not then  available  to the  Company,  on such form of  registration
statement as is then available to effect such a registration  of the Registrable
Securities,  subject  to the  Investor's  consent)  covering  the  resale of the
Registrable  Securities.  Such Registration Statement shall cover, to the extent
allowable  under the 1933 Act and the Rules  promulgated  thereunder  (including
rule  416),  such  indeterminate  number of  additional  shares of Common  Stock
resulting  from stock  splits,  stock  dividends  or similar  transactions  with
respect to the Registrable  Securities.  No securities  shall be included in the
Registration  Statement  without  the  consent  of the  Investor  other than (i)
Registrable  Securities  and (ii)  securities  issued or issuable  pursuant to a
purchase  agreement in substantive form identical to the Purchase  Agreement and
entered into between the Company and an investor  reasonably  acceptable  to the
Investor within 30 days following the date of this Agreement.  The  Registration
Statement  (and each  amendment  or  supplement  thereto,  and each  request for
acceleration  of  effectiveness  thereof)  shall be provided in accordance  with
Section  3(c) to (and  subject to the  approval of) the Investor and its counsel
prior  to  its  filing  or  other  submission,   which  approval  shall  not  be
unreasonably withheld or delayed.

                           (b)  Expenses.  The  Company  will  pay all  expenses
associated with the  registration,  excluding  discounts,  commissions,  fees of
underwriters,  selling brokers,  dealer managers or similar securities  industry
professionals  and fees of counsel to the Investor  relating to the distribution
of the Registrable Securities and the Registration Statement.

                           (c)      Effectiveness.

                                    (i) The Company  shall use its best  efforts
to have the Registration Statement declared effective as soon as practicable. If
(A) the Registration  Statement is not declared  effective by the SEC within 120
days  following  the  Closing  Date  (the  "Registration  Date"),  (B) after the
Registration  Statement has been declared  effective by the SEC, sales cannot be
made pursuant to the  Registration  Statement (by reason of a stop order, or the
Company's  failure to update the  Registration  Statement) but except as excused
pursuant to  subparagraph  (ii) below,  or (C) the Common Stock is not listed or
included for quotation on the Nasdaq National Market System, the Nasdaq SmallCap
System,  the New York Stock  Exchange or the American Stock  Exchange,  then the
Company will make pro-rata payments to the Investor,  as liquidated  damages and
not as a penalty,  in an amount equal to 2% of the aggregate principal amount of
the Debentures for any month or portion thereof  following the Registration Date
during  which any of the events  described in (A) or (B) or (C) above occurs and
is continuing (the "Blackout Period").  The Blackout Period shall terminate upon
(i) the  effectiveness of the Registration  Statement in the case of (A) and (B)
above;  (ii) listing or  inclusion  of the Common  Stock on the Nasdaq  National
<PAGE>
Market System,  the Nasdaq SmallCap  System,  the New York Stock Exchange or the
American Stock  Exchange in the case of (C) above;  and (iii) in the case of the
events  described  in  (A)  or  (B)  above,  the  earlier   termination  of  the
Registration  Period (as defined in Section 3(a) below).  If the Blackout Period
should  continue  for four  months,  then,  at the option of the  Investor,  the
Company  shall redeem the  Debentures  on a redemption  date  designated by such
Investor at a redemption price equal to 120% of the outstanding principal amount
of the Debenture, plus all accrued but unpaid interest and liquidated damages as
of the  redemption  date  (which  remedy  shall  not be  exclusive  of any other
remedies  available  at law or in  equity).  The amounts  payable as  liquidated
damages  and upon  redemption  of any  Debenture  (including  accrued and unpaid
interest)  pursuant to this  paragraph  shall be payable in lawful  money of the
United States and amounts payable as liquidated damages shall be paid monthly on
the last day of each month  following the  commencement  of the Blackout  Period
until redemption or the termination of the Blackout  Period.  Amounts payable as
liquidated  damages  hereunder  shall  cease when an  Investor  no longer  holds
Debentures, Warrants or Registrable Securities.

                                    (ii) The  Company may  terminate  or suspend
effectiveness  of any  registration  contemplated by this Section one time for a
period of not more than  twenty (20) days if the  Company  shall  deliver to the
Investor a certificate  signed by the President of the Company  stating that, in
the good faith  judgment of the Board of Directors of the Company,  it would (A)
be seriously detrimental to the business of the Company for such registration to
be effected or remain effective at such time, (B) interfere with any proposed or
pending  material  corporate  transaction  involving  the  Company or any of its
subsidiaries, or (C) result in any premature disclosure thereof.

                           (d) Underwritten  Offering.  If any offering pursuant
to a  Registration  Statement  pursuant  to  Section  2(a)  hereof  involves  an
underwritten offering, the Investor shall have the right to select an investment
banker and  manager to  administer  the  offering,  which  investment  banker or
manager shall be reasonably satisfactory to the Company.

                  3. Company Obligations.  The Company will use its best efforts
to effect the registration of the Registrable  Securities in accordance with the
terms  hereof,  and  pursuant  thereto the Company  will,  as  expeditiously  as
possible:

                           (a) use its best  efforts to cause such  Registration
Statement to become effective and to remain continuously  effective for a period
that will terminate when all Registrable Securities covered by such Registration
Statement,  as amended  from time to time,  have been sold or until such time as
they become eligible for distribution  pursuant to Rule 144(k), or any successor
provision thereof, under the 1933 Act (the "Registration Period");

                           (b) prepare and file with the SEC such amendments and
post-effective  amendments to the  Registration  Statement and the Prospectus as
may be necessary to keep the  Registration  Statement  effective  for the period
specified in Section 3(a) and to comply with the  provisions of the 1933 Act and
the 1934 Act with respect to the  distribution  of all  Registrable  Securities;
provided  that,  at a time  reasonably  prior to the  filing  of a  Registration
Statement or Prospectus,  or any amendments or supplements  thereto, the Company
will furnish to the Investor copies of all documents proposed to be filed, which
documents will be subject to the comments of the Investor;
<PAGE>
                           (c) permit a single firm of counsel designated by the
Investor to review the Registration Statement and all amendments and supplements
thereto no fewer than five days prior to their filing with the SEC, and not file
any document in a form to which such counsel reasonably objects;

                           (d) furnish to the Investor and its legal counsel (i)
promptly  after the same is prepared  and publicly  distributed,  filed with the
SEC, or received by the Company, one copy of the Registration  Statement and any
amendment thereto, each preliminary prospectus and Prospectus and each amendment
or supplement thereto, and each letter written by or on behalf of the Company to
the SEC or the staff of the SEC, and each item of correspondence from the SEC or
the  staff of the SEC,  in each case  relating  to such  Registration  Statement
(other than any portion of any thereof which contains  information for which the
Company has sought confidential treatment),  and (ii) such number of copies of a
Prospectus,   including  a  preliminary  prospectus,   and  all  amendments  and
supplements  thereto and such other  documents as such  Investor may  reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such Investor;

                           (e) in the event the  Investor  selects  underwriters
for the  offering,  the Company  shall  enter into and  perform  its  reasonable
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations, with the underwriters of such offering;

                           (f) at the request of the Investor, the Company shall
furnish,   on  the  date  that  Registrable   Securities  are  delivered  to  an
underwriter,  if any, for sale in connection with the Registration Statement (i)
an opinion,  dated as of such date,  from counsel  representing  the Company for
purposes of such  Registration  Statement,  in form,  scope and  substance as is
customarily  given  in  an  underwritten  public  offering,   addressed  to  the
underwriter  and the  Investor  and (ii) a letter,  dated  such  date,  from the
Company's  independent  certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters and the Investor;

                           (g) make reasonable effort to prevent the issuance of
any stop  order or other  suspension  of  effectiveness  and,  if such  order is
issued, obtain the withdrawal of any such order at the earliest possible moment;

                           (h)  furnish to the  Investor at least five copies of
the Registration Statement and any post-effective  amendment thereto,  including
financial statements and schedules;

                           (i)  prior  to any  public  offering  of  Registrable
Securities,  use its reasonable best efforts to register or qualify or cooperate
with the Investor  and their  counsel in  connection  with the  registration  or
qualification  of such  Registrable  Securities  for  offer  and sale  under the
securities  or blue sky laws of such  jurisdictions  as the Investor  reasonably
requests in writing and do any and all other reasonable acts or things necessary
or advisable to enable the distribution in such jurisdictions of the Registrable
Securities covered by the Registration Statement;

                           (j) cause all Registrable  Securities  covered by the
Registration  Statement to be listed on each  securities  exchange,  interdealer
quotation  system or other  market  on which  similar  securities  issued by the
Company are then listed;
<PAGE>
                           (k) immediately notify the Investor, at any time when
a Prospectus relating to the Registrable  Securities is required to be delivered
under the  Securities  Act,  upon  discovery  that, or upon the happening of any
event as a  result  of  which,  the  Prospectus  included  in such  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact  required to be stated  therein or necessary to
make the  statements  therein not  misleading in the light of the  circumstances
then  existing,  and at the  request of any such  holder,  promptly  prepare and
furnish to such holder a reasonable  number of copies of a  supplement  to or an
amendment  of  such  Prospectus  as may be  necessary  so  that,  as  thereafter
delivered to the  purchasers of such  Registrable  Securities,  such  Prospectus
shall not  include an untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; and

                           (l) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act,
take such  other  actions  as may be  reasonably  necessary  to  facilitate  the
registration of the Registrable Securities hereunder;  and make available to its
security  holders,  as soon as  reasonably  practicable,  but not later than the
Availability Date (as defined below), an earnings statement covering a period of
at least twelve months,  beginning after the effective date of the  Registration
Statement,  which earnings  statement shall satisfy the provisions of subsection
11(a) of the 1933 Act (for the purpose of this  subsection  3(m),  "Availability
Date" means the 45th day  following  the end of the fourth  fiscal  quarter that
includes the effective date of such Registration Statement, except that, if such
fourth  fiscal  quarter  is the  last  quarter  of the  Company's  fiscal  year,
"Availability  Date"  means  the 90th day after  the end of such  fourth  fiscal
quarter).

                  4. Obligations of the Investor.

                           (a)  It  shall  be  a  condition   precedent  to  the
obligations  of the  Company  to  complete  the  registration  pursuant  to this
Agreement with respect to the  Registrable  Securities  that each Investor shall
furnish  in  writing to the  Company  such  information  regarding  itself,  the
Registrable  Securities held by it and the intended method of disposition of the
Registrable  Securities held by it as shall be reasonably required to effect the
registration of such Registrable  Securities and shall execute such documents in
connection  with such  registration  as the Company may reasonably  request.  At
least three (3) business days prior to the first anticipated  filing date of the
Registration Statement, the Company shall notify the Investor of the information
the Company requires from the Investor if the Investor elects to have any of the
Registrable Securities included in the Registration Statement.

                           (b)  The   Investor,   by  its   acceptance   of  the
Registrable  Securities,  agrees to  cooperate  with the  Company as  reasonably
requested by the Company in connection  with the  preparation  and filing of the
Registration Statement hereunder,  unless such Investor has notified the Company
in writing of its election to exclude all of the Registrable Securities from the
Registration Statement.

                           (c) In the event the  Investor  determines  to engage
the services of an  underwriter,  the Investor  agrees to enter into and perform
its obligations  under an underwriting  agreement,  in usual and customary form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
dispositions of the Registrable Securities.
<PAGE>
                           (d) The  Investor  agrees  that,  upon receipt of any
notice from the Company of the happening of any event rendering the Registration
Statement  no  longer  effective,  the  Investor  will  immediately  discontinue
disposition of Registrable  Securities  pursuant to the  Registration  Statement
covering such Registrable  Securities until the Investor's receipt of the copies
of the  supplemented  or  amended  prospectus  filed  with the SEC and  declared
effective and, if so directed by the Company,  the Investor shall deliver to the
Company (at the expense of the Company) or destroy (and deliver to the Company a
certificate  of  destruction)  all copies in the  Investor's  possession  of the
prospectus covering the Registrable Securities current at the time of receipt of
such notice.

                           (e)  The   Investor  may  not   participate   in  any
underwritten registration hereunder unless it (i) agrees to sell the Registrable
Securities on the basis provided in any  underwriting  arrangements in usual and
customary  form  entered into by the Company,  (ii)  completes  and executes all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements,  and (iii)  agrees to pay its pro rata  share of all  underwriting
discounts  and  commissions  and any expenses in excess of those  payable by the
Company pursuant to the terms of this Agreement.

                  5.       Indemnification.

                           (a) Indemnification by Company. The Company agrees to
indemnify  and  hold  harmless,  to the  fullest  extent  permitted  by law  the
Investor,  its officers,  directors,  partners and employees and each person who
controls the  Investor  (within the meaning of the 1933 Act) against all losses,
claims, damages, liabilities, costs (including,  without limitation,  reasonable
attorney's  fees) and  expenses  caused  by (i) any  untrue  or  alleged  untrue
statement of a material fact contained in any Registration Statement, Prospectus
or any  preliminary  prospectus or any  amendment or  supplement  thereto or any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
except insofar as the same are based upon any  information  furnished in writing
to the Company by the Investor, expressly for use therein, or (ii) any violation
by the  Company  of any  federal,  state  or  common  law,  rule  or  regulation
applicable  to the  Company  in  connection  with  any  Registration  Statement,
Prospectus  or any  preliminary  prospectus,  or  any  amendment  or  supplement
thereto,  and shall reimburse in accordance with subparagraph (c) below, each of
the foregoing persons for any legal and any other expenses  reasonably  incurred
in connection with  investigating or defending any such claims. The foregoing is
subject to the condition that,  insofar as the foregoing  indemnities  relate to
any untrue  statement,  alleged untrue  statement,  omission or alleged omission
made in any preliminary  prospectus or Prospectus that is eliminated or remedied
in any  Prospectus  or  amendment or  supplement  thereto,  the above  indemnity
obligations  of the Company  shall not inure to the  benefit of any  indemnified
party if a copy of such corrected  Prospectus or amendment or supplement thereto
had been made available to such  indemnified  party and was not sent or given by
such indemnified  party at or prior to the time such action was required of such
indemnified  party  by the  1933  Act  and if  delivery  of such  Prospectus  or
amendment or  supplement  thereto  would have  eliminated  (or been a sufficient
defense  to) any  liability  of such  indemnified  party  with  respect  to such
statement  or omission.  Indemnity  under this Section 5(a) shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of any
indemnified  party and shall survive the permitted  transfer of the  Registrable
Securities.
<PAGE>
                           (b)   Indemnification   by  Holder   of   Registrable
Securities.  In connection with any  registration  pursuant to the terms of this
Agreement,  each Investor  holding  Registrable  Securities  will furnish to the
Company  in  writing  such  information  as  the  Company  reasonably   requests
concerning  such  holders  or the  proposed  manner of  distribution  for use in
connection with any Registration Statement or Prospectus and agrees to indemnify
and hold  harmless,  to the fullest  extent  permitted by law, the Company,  its
directors,  officers,  employees,  stockholders and each person who controls the
Company  (within  the  meaning  of the 1933 Act)  against  any  losses,  claims,
damages,   liabilities  and  expense  (including   reasonable  attorney's  fees)
resulting  from any untrue  statement  of a material  fact or any  omission of a
material fact required to be stated in the Registration  Statement or Prospectus
or  preliminary  prospectus or amendment or  supplement  thereto or necessary to
make the  statements  therein not  misleading,  to the  extent,  but only to the
extent that such untrue  statement or omission is  contained in any  information
furnished  in writing by the holder of  Registrable  Securities  to the  Company
specifically  for  inclusion in such  Registration  Statement or  Prospectus  or
amendment or  supplement  thereto and that such  information  was  substantially
relied upon by the  Company in  preparation  of the  Registration  Statement  or
Prospectus  or any  amendment  or  supplement  thereto.  In no event  shall  the
liability of a holder of  Registrable  Securities  be greater in amount than the
dollar  amount of the  proceeds  (net of all expense paid by such holder and the
amount of any damages such holder has  otherwise  been required to pay by reason
of such untrue  statement or omission)  received by such holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation.

                           (c)  Conduct  of  Indemnification   Proceedings.  Any
person entitled to indemnification hereunder shall (i) give prompt notice to the
indemnifying  party of any claim with respect to which it seeks  indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel  reasonably  satisfactory  to the indemnified  party;  provided that any
person  entitled  to  indemnification  hereunder  shall have the right to employ
separate  counsel and to participate in the defense of such claim,  but the fees
and expenses of such counsel  shall be at the expense of such person  unless (a)
the  indemnifying  party has  agreed to pay such  fees or  expenses,  or (b) the
indemnifying  party  shall have  failed to assume the  defense of such claim and
employ counsel  reasonably  satisfactory to such person or (c) in the reasonable
judgment  of any such  person,  based  upon  written  advice of its  counsel,  a
conflict of interest exists between such person and the indemnifying  party with
respect to such claims (in which case, if the person  notifies the  indemnifying
party in  writing  that such  person  elects to employ  separate  counsel at the
expense of the indemnifying  party,  the  indemnifying  party shall not have the
right to  assume  the  defense  of such  claim on behalf  of such  person);  and
provided,  further,  that the failure of any indemnified party to give notice as
provided  herein  shall not relieve the  indemnifying  party of its  obligations
hereunder,  except  to the  extent  that  such  failure  to  give  notice  shall
materially  adversely affect the  indemnifying  party in the defense of any such
claim or litigation.  It is understood that the indemnifying party shall not, in
connection with any proceeding in the same  jurisdiction,  be liable for fees or
expenses of more than one  separate  firm of  attorneys at any time for all such
indemnified  parties. No indemnifying party will, except with the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
that  does not  include  as an  unconditional  term  thereof  the  giving by the
claimant or plaintiff to such indemnified  party of a release from all liability
in respect to such claim or litigation.
<PAGE>
                           (d)    Contribution.    If   for   any   reason   the
indemnification provided for in the preceding clauses (a) and (b) is unavailable
to an  indemnified  party or  insufficient  to hold it  harmless,  other than as
expressly specified therein, then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect the relative
fault of the indemnified party and the indemnifying  party, as well as any other
relevant   equitable   considerations.    No   person   guilty   of   fraudulent
misrepresentation  within the meaning of Section  11(f) of the 1933 Act shall be
entitled  to  contribution  from  any  person  not  guilty  of  such  fraudulent
misrepresentation.  In no event shall the contribution obligation of a holder of
Registrable  Securities  be  greater  in amount  than the  dollar  amount of the
proceeds  (net of all expenses paid by such holder and the amount of any damages
such  holder has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission)  received by it upon
the  sale  of the  Registrable  Securities  giving  rise  to  such  contribution
obligation.

                  6.       Miscellaneous.

                           (a)  Amendments  and Waivers.  This  Agreement may be
amended only by a writing signed by the parties hereto. The Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed by it, only if the Company shall have obtained the written  consent to
such amendment, action or omission to act, of the Investor.

                           (b)  Notices.  All notices  and other  communications
provided for or permitted  hereunder  shall be made as set forth in Section 11.4
of the Purchase Agreement.

                           (c)  Assignments  and  Transfers  by  Investor.  This
Agreement and all the rights and  obligations of the Investor  hereunder may not
be assigned or  transferred  to any  transferee or assignee  except as set forth
herein.  The Investor may make such  assignment or transfer to any transferee or
assignee of any Debenture, Warrant or Registrable Securities, provided, that (i)
such transfer is made  expressly  subject to this  Agreement and the  transferee
agrees in writing to be bound by the terms and conditions  hereof,  and (ii) the
Company is provided with written notice of such assignment.

                           (d)  Assignments  and Transfers by the Company.  This
Agreement may not be assigned by the Company  without the prior written  consent
of Investor,  except that without the prior written consent of the Investor, but
after  notice duly given,  the Company  shall assign its rights and delegate its
duties   hereunder   to  any   successor-in-interest   corporation,   and   such
successor-in-interest  shall  assume such  rights and duties,  in the event of a
merger or consolidation  of the Company with or into another  corporation or the
sale of all or substantially all of the Company's assets.
<PAGE>
                           (e)  Benefits  of  the   Agreement.   The  terms  and
conditions of this  Agreement  shall inure to the benefit of and be binding upon
the respective permitted successors and assigns of the parties.  Nothing in this
Agreement,  express or implied,  is intended to confer upon any party other than
the  parties  hereto or their  respective  successors  and  assigns  any rights,
remedies,  obligations,  or  liabilities  under or by reason of this  Agreement,
except as expressly provided in this Agreement.

                           (f)  Counterparts.  This Agreement may be executed in
two or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                           (g) Titles and  Subtitles.  The titles and  subtitles
used  in  this  Agreement  are  used  for  convenience  only  and  are not to be
considered in construing or interpreting this Agreement.

                           (h)  Severability.  If one or more provisions of this
Agreement are held to be  unenforceable  under  applicable  law, such  provision
shall be excluded from this Agreement and the balance of this Agreement shall be
interpreted  as if such  provision  were so excluded and shall be enforceable in
accordance with its terms to the fullest extent permitted by law.

                           (i) Further Assurances. The Parties shall execute and
deliver  all such  further  instruments  and  documents  and take all such other
actions as may reasonably be required to carry out the transactions contemplated
hereby and to evidence the fulfillment of the agreements herein contained.

                           (j) Entire  Agreement.  This Agreement is intended by
the  parties as a final  expression  of their  agreement  and  intended  to be a
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties hereto in respect of the subject matter contained herein. This Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

                           (k) Applicable  Law. This Agreement shall be governed
by, and construed in accordance  with, the laws of the State of Delaware without
regard to principles of conflicts of law.

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<PAGE>


                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first written above.


The Company:                                  UNIGENE LABORATORIES, INC.


                                              By:       /S/ WARREN P. LEVY
                                                        ------------------
                                              Name:     Warren P. Levy
                                              Title:    President



The Investor:                                 THE TAIL WIND FUND, LTD.


                                              By:      /S/ SHERRILL PLETSCHER
                                                       ----------------------
                                              Name:    Sherrill Pletscher
                                              Title:   Authorized Signatory