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                                    AMENDMENT

         THIS AMENDMENT is made and entered into as of the 1st day of July,
2003, by and between The Center for Clinical Research by and through Donald R.
Sanders, M.D. Ph.D. ("CCR") and Vascular Sciences Corporation, a Delaware
corporation ("VSC").

                              W I T N E S S E T H:

         WHEREAS, CCR has provided services for VSC pursuant to a Consultancy
and Non-Compete Agreement effective as of January 1, 1998 (as amended to date,
the "Agreement"); and

         WHEREAS, VSC owes CCR $301,000 (the "Balance") under the Agreement as
of this date; and

         WHEREAS, the parties desire to amend the Agreement in certain respects
and to provide for the payment over time of the Balance.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:

         1.       Within 30 days after execution of this Agreement, VSC shall
                  pay to CCR $75,250 in partial payment of the Balance.

         2.       Beginning in July 2003, and continuing each month thereafter
                  through and including January 2005, VSC shall make monthly
                  payments of $7,500 per month to CCR in partial payment of the
                  Balance. Final payment of $8,000 will be made in February
                  2005.

         3.       The remainder of the Balance shall be discharged in full by
                  the grant to CCR of options to purchase 20,926 shares of VSC
                  common stock at an exercise price of $0.13 per share, which
                  options (i) shall be fully vested immediately and (ii) shall
                  expire 10 years from the date hereof. Such options shall be
                  evidenced by an option agreement in the form customarily used
                  by VSC.

         4.       The Agreement is hereby renewed through December 2005;
                  provided, however, that in lieu of the compensation set forth
                  in the Agreement, VSC shall pay CCR a monthly fee of $5,000
                  per month payable each month, commencing July 2003. Such fee
                  shall be fixed, regardless of the amount of time incurred by
                  CCR in performance of the services rendered to VSC.
                  Notwithstanding the foregoing, upon 30 days' prior written
                  notice, either party may convert the payment arrangement to a
                  daily fee of $2,500 per day. In the event of such conversion,
                  CCR shall provide services on a daily basis as requested by
                  VSC, and will invoice VSC for the total number of days of
                  service provided in the month. VSC shall pay the monthly
                  invoice within a reasonable period of time after receipt of a
                  monthly invoice.

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         5.       Except for the collection of the Balance on the terms provided
                  in this Amendment, CCR agrees that VSC has fulfilled all
                  obligations under the Agreement as of this date.

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

                                          THE CENTER FOR CLINICAL RESEARCH

                                          By: /s/ Donald R. Sanders
                                              ----------------------------------
                                              Donald R. Sanders, M.D. Ph.D

                                          VASCULAR SCIENCES CORPORATION

                                          By: /s/ Bill Dumencu
                                              ----------------------------------
                                              Bill Dumencu