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                                                                   Exhibit 10.88

                      AMENDMENT NO 1. TO LICENSE AGREEMENT

         This AMENDMENT NO. 1 TO LICENSE AGREEMENT (this "Amendment") is entered
into this 14/th/ day of May 2002, by and between Aeolus Pharmaceuticals, Inc.
("Aeolus") and Duke University ("Duke") with respect to that certain License
Agreement between the parties dated June 25, 1998 (the "Agreement").

         1. All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Agreement.

         2. The Agreement shall be amended by replacing each reference to "best
efforts" in the Agreement with "commercially reasonable efforts".

         3. Section 6.02 of the Agreement shall be deleted in its entirety and
replaced with the following new Section 6.02:

            "6.02 LICENSOR further agrees that the right of publication of the
            Inventions and such Subject Technology shall reside in the inventor
            and other employees of LICENSOR. LICENSOR shall furnish LICENSEE
            with copies of any proposed publication or presentation at least 45
            days in advance of the submission of such proposed publication or
            presentation to a journal, editor or other third party in order to
            determine whether or not it contains patentable subject matter and
            for filing a patent application thereon in the event it does contain
            such information. LICENSEE may request, and LICENSOR shall agree to,
            a delay of such proposed publication for an additional period, not
            to exceed 30 days, in order to protect the potential patentability
            of any invention described therein; provided further that LICENSOR
            shall not unreasonably withhold permission for an additional delay
            of 30 more days to allow time for patent filing. Subject to the
            foregoing, LICENSEE shall also have the right to publish and/or
            co-author any publication regarding the application of Subject
            Technology in accordance with the customary academic standards."

         4. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.

                         [NEXT PAGE IS SIGNATURE PAGE.]

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        IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.


              Aeolus Pharmaceuticals, Inc.           Duke University


              ___________________________            ________________________
                                Signature                           Signature

              ___________________________            ________________________
                             Printed Name                        Printed Name

              ___________________________            ________________________
                                    Title                               Title

              ___________________________            ________________________
                                     Date                                Date