The P65Oncofetal Protein as a Novel Tumor Marker in Detection of
                                Breast, Prostrate and Other Cancers  CSU 5-s6904



                                 Amendment No. 1
                               Research Agreement
                                     between
         The Board of Governors of the Colorado State University System
                 acting by and through Colorado State University
                                       and
                                Xpention Genetics

     This  Amendment is made and entered into by and between  Xpention  Genetics
hereinafter  referred  to as the  SPONSOR,  and the  Board of  Governors  of the
Colorado  State  University  System,   acting  by  and  through  Colorado  State
University, hereinafter referred to as UNIVERSITY.

NOW THEREFORE,
The  parties  mutually  agree  to  the  following  revisions  to  this  Research
Agreement:

Article 1 - Scope of Work The  University  agrees to perform for the Sponsor the
additional  research  described in the Scope of Work, Exhibit A1 attached hereto
and  incorporated by this reference,  under the direction and supervision of the
Principal  Investigator,   Dr.  Susan  Lana,  in  accordance  with  any  service
milestones or periodic deliverables specified on Scope of Work Attachment.

Article  2 - Term
This Agreement is extended to November 1, 2006

Article 3 -  Payment  The  Sponsor  agrees to pay the  University  for  research
performed  under  this  Agreement  in a fixed  price  amount as set forth in the
Budget Attachment, Exhibit B1 attached hereto and incorporated by reference. The
University  reserves  the right to  reallocate  funds  between  approved  budget
categories. Payment will be made in accordance with the schedule provided below:

         Fifty percent  (50%)  ($7,665)  upon  acceptance  of  agreement;  Forty
         percent  (40%)($6,132) mid-way through project (date: May 1, 2006); Ten
         percent (10%) ($1,533) upon submission of final report.

All other terms and conditions of this agreement remain the same.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date set forth herein by their duly authorized representatives.

The Board of Governors of the               Xpention Genetics
Colorado State University System,
acting by and through Colorado
State University

/s/ Lynn ????                               /s/ David Kittrell
------------------------------------        ------------------------------------


Director, ??? Programs       11/2/05        President                   10/26/05
------------------------------------        ------------------------------------
Title                         Date          Title                         Date

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                                                                      EXHIBIT A1

                             Description of Project


Specific Aims


Aim of this project is the  development of a molecular test for early  detection
of cancer in dogs.  This test will  target a genetic  marker  which  levels  are
greatly  increased in the early stages of cancer  development.  Using "Real Time
Fluorogenic PCR (F-PCR)"technology, this test will accurately measure level of "
P65 gene expression" during the different clinical stages of cancer development.
By comparing levels of P65 before,  during and after therapy it will be possible
to  determine  1) rate of response to cancer  treatment  2)  prognosis  outlook.
Several studies using other genetic markers have shown that these two parameters
are of paramount importance in deciding whether a specific chemotherapy protocol
should be continue or terminate because a poor long term outlook.


Technology Background

"Real Time Fluorogenic PCR" assay for P65

Previous  studies  performed  in canine lymph  sarcoma  showed that during early
stages  of tumor  development  level of P65 in the  blood  of  affected  animals
increases  up to 50 folds.  These  studies also showed that during the course of
chemotherapy levels of P65 return to normal if the animal successfully  responds
to the treatment.  Techniques  used during these studies are based on the use of
immunological  assays.   Several  limitation  exist  when  such  techniques  are
employed:  1) low  sensitivity  in detecting P65 levels;  2) lack of correlation
between the presence of antibodies in serum and stages of tumor progression;  3)
antibodies  are detected at a later stage of tumor  progression  when compare to
changes  in  genetic  levels of the  target  gene.  F- PCR  overcomes  the above
limitations  making it possible to perform  much  earlier  diagnosis  of cancer.
F-PCR  is the  most  sensitive  technology  available  to  date  to  detect  and
quantitate  genetic  levels in a variety of  tissues.  F-PCR will be employed to
develop a clinical assay for P65 detection in blood cells of dogs  lymphosarcoma
and other type of  cancer.  This is the first  cancer  test that will be able to
detect the presence of a genetic cancer marker in circulating  cells rather than
tissues.  The  implications  of this  approach  are of  paramount  importance:1)
eliminates  the  need  of  invasive  procedures  such  biopsies  or  explorative
surgery;2)  allows more  frequent  assay  screenings  cutting  waiting  time; 3)
reduces  diagnostics errors often present when  histopathology is performed;  4)
allows correct correlation between tumor stage and chemotherapy  response and 5)
allows faster determination of rate of success to chemotherapy.

Assay Development

We anticipate a 12 month period in order to complete the  development of the P65
molecular  assay for detection of cancer in dogs.  Listed below is a description
of the developmental phases



Phase I

- Development of RNA extraction protocol from canine blood samples
- Designing of the P65 oligonucleotides primers and FAM probe

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- Designing of GAPDH oligonucleotides primers and VIC probe

Phase II

- Endogenous control calibration
- Baseline determination of P65 expression
- Delta Ct correlation


Phase III

- Multiplex assay development



Phase IV

- Assay validation


Scope of work to be completed by Animal Cancer Center, Colorado State University
under the  supervision of Dr Susan Lana.  Blood samples will be obtained from 60
canine patients with cancer at the time of initial  diagnosis.  Informed consent
will be  obtained  from each pet owner as well as ACUC  approval.  A variety  of
tumor types will be represented as agreed upon with the sponsor. Samples will be
collected into specified  tubes  (provided by the sponsor) for RNA  preservation
and will be processed according to procedures  provided.  Samples will be frozen
and stored and sent in batches to the  sponsor.  The time  required  to complete
this  portion of the  project is  dependant  on the  clinical  case load and the
tumors types  selected by the sponsor.  It is anticipated 6 to 10 months will be
required.

Budget justification
Attached  (appendix 1) is a budget for 60 samples based on a per sample  charge.
This charge includes supplies,  personnel, and other costs associated with blood
collection, processing and storage.


<PAGE>



                                                                      EXHIBIT B1

Budget for molecular detection of p65 in canine blood samples

Sample cost
         $175 per sample, 60 samples requested                         $10,500

Indirect cost
         Non clinical trial rate at CSU 46%                            $4830

Total                                                                  $15,330