EXHIBIT 10.3

                 EXTENSION/MODIFICATION RESEARCH COLLABORATION
                               AGREEMENT BETWEEN
            THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
                                      AND
                                  B TWELVE LTD

                               Modification No. 1
                           R.F. Account No. 412-6544A


     The Agreement heretofore entered into between THE RESEARCH FOUNDATION OF
STATE UNIVERSITY OF NEW YORK (Foundation) and B TWELVE LTD (Contractor) made
effective as of the 19th day of August, 1999 is hereby amended as follows:


     1.   Amend Article I Evaluation of the Antibodies to the following
          subparts;

          e)   In addition to providing the existing murine-antibodies as
               provided in subparagraph a.., Foundation will also provide
               transcobalamin II (TCII) protein to Collaborator, an perform
               certain other related responsibilities, in accordance with the
               Research Plan Amendment. It is understood and agreed that
               Collaborator will share the TCII with a Research Laboratory
               designated by Foundation and Collaborator, for the sole purpose
               of enabling the Research Laboratory to generate humanized
               monoclonal antibodies (human-mAB). Transfers of TCII to the
               Research Laboratory will occur only after the Research Laboratory
               has executed a Confidentiality Agreement which, among other
               provisions, prohibits the Research Laboratory from making any
               commercial use of the TCII or human-mAB, unless Research
               Laboratory first obtains a license from Foundation. Any costs
               incurred by Research Laboratory in preparing the human-mAB will
               be borne solely by Collaborator and /or Research Laboratory.
               Moreover, the results of services performed by Research
               Laboratory will be considered work-for-hire. Consequently,
               Collaborator will assure that human-mAB prepared by Research
               Laboratory, as well as technical information and data concerning
               human-mAB, are shared with Foundation.

          f)   Ownership of intellectual property resulting form activities
               under this agreement, and allocation of license and other rights,
               will be determined by Foundation and Collaborator based on their
               respective intellectual contributions to the development of such
               intellectual property.



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     2.   Amend Article III, Performance of Research, subpart 14 award to add
          the following:

          a)   i. In addition to Phase I support totaling $124,862.00, SPONSOR
               agrees to pay UNIVERSITY the additional sum of One Hundred Twenty
               Nine Thousand Eight-Hundred Fifty-Six Dollars ($129,856.00) for
               th additional Research obligations described in Exhibit B as
               amended and attached. This additional compensation, as shown by
               approximate category of expense described in Exhibit C as amended
               and attached, shall be payable according to the following
               schedule:

Payment Date                  Research Period                    Payment Amount
------------                  ---------------                    --------------

1.  Oct. 31, 2000        1.  Aug. 1 - Oct. 31, 2000              1. $32, 464.00
2.  Nov. 31, 2000        2.  Oct. 1 - Jan. 31, 2001              2. $32, 464.00
3.  Jan. 1, 2001         3.  Feb. 1 - Apr. 30, 2001              3. $32, 464.00
4.  May 1, 2001          4.  May 1 - July 31, 2001               4. $36, 464.00


     3.   Amend Article 15. Basic Term as follows:

          This agreement shall continue in force for two (2) years, from August
          1, 1999 through July 31, 2001.

     4.   Except as amended as herein above set forth, the said agreement
          between the parties is hereby ratified and confirmed and shall
          continue in full force and effect according to its terms.


THE RESEARCH FOUNDATION OF                   B TWELVE LTD
STATE UNIVERSITY OF NEW YORK


By: /s/ Robert S. Mason                      By: /s/ Uri Sagman
   --------------------------------              ------------------------------
    Robert S. Mason                              Uri Sagman
    Contract and Grant Specialist                President & CEO
    Office of Sponsored Program Services

Dated: 11/01/00                              Dated: Feb. 27, 2001
       ------------------                          -----------------------


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                              EXHIBIT B AMENDMENT
                                 (October 2000)

Research Objectives for the 2nd Year

1.   Purify additional TCR for monoclonal Ab production and protein sequence
     determination.

2.   Initiate production on monoclonal Ab to human TCR in collaboration with
     Medarex, Inc. We propose the following outline for this project:

     o    Inject 3 transgene mice with 10g of purified TCR.

     o    This is to be followed by two additional injections of 5 g each at
          10-15 day intervals or at an interval to be determined after
          discussions with Medarex.

     o    The mice are to be bled 2 weeks after the last injection and serum
          sent to SUNY-Downstate for testing. Medarex will also screen for anti
          TCR antibodies by ELISA assay. We will provide the antigen for this
          analysis.

     o    We will test each of the samples for anti TCR antibodies that block
          the uptake of TCII-Cbl by K562 cells. Results of this test will
          determine the next stage of mAb production.

     o    Assuming that one, or all three mice will be used for the next stage
          of mAb generation; the fusion of spleen derived lymphocytes with
          myeloma cells. Culture medium from positive wells by ELISA assay will
          be sent to SUNY-Downstate for identifying samples containing anti TCR
          antibodies that block the uptake of TCII-Cbl.

3.   Test Cbl analogues for binding to TCII. This aspect of the project will
     proceed as the availability of Cbl analogues synthesized by Dr. Steve
     Wilson at NYU become available and may be extended to include testing the
     effect of these analogues on TCII-Cbl uptake and cell growth in cultured
     cell lines.


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                                   EXHIBIT C
                            AMENDMENT (October 2000)

                      Proposed Budget for the Second Year
                      -----------------------------------

Personnel                   Effort      Base Salary     Benefits        Total
---------                   ------      -----------     --------        -----

Edward C. Quadros, Ph.D.      40%         $34,533        $10,187       $ 44,720
Research Associate           100%         $36,538        $10,779       $ 47,317

                                   Subtotal:                           $ 92,037

Supplies
--------

Reagents and Radioisotopes                                             $ 20,800
Sterile disposable plasticware
Laboratory Supplies

Travel
------

Scientific Meetings                                                    $  2,080

Subtotal Direct Costs                                                  $114,917
Indirect Costs @ 13%                                                     14,939

Total Costs                                                            $129,856