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                                                                   Exhibit 10.89

                      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 National Jewish Medical and Research Center ("NJM") with respect
to that certain License Agreement between the parties dated November 17, 2000
(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 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.       National Jewish Medical and
                                                 Research Center

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                                Signature                       Signature


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