EXHIBIT 10.3


                              COLLATERAL ASSIGNMENT


THIS  COLLATERAL  ASSIGNMENT  is made and  entered  into on October  12, 2005 by
OXFORD VENTURES, INC. ("Assignor"), in favor of the undersigned Buyers listed on
Schedule I attached hereto (collectively, the "Assignee").

                                   WITNESSETH:

      WHEREAS, the Assignor and Uluru, Inc. (the "Company") have agreed upon the
terms and conditions of a merger and related trasnactions (the "Merger"), as set
forth in the Term Sheet attached hereto as Exhibit A;

      WHEREAS, simultaneusly herewith the Assignor and the Assignee have entered
into a Securities Purchase Agreement  ("Securities Purchase Agreement") pursuant
to which the Assignor shall issue and the Assignee  shall  purchase  Convertible
Debentures in an amount up to $15,000,000 (the "Debentures");

      WHEREAS,  to provide the Company with sufficient working capital to enable
the Company to acquire certain  pharmaceutical assets while the Assignor and the
Company  prepare the  documentation  necessary and  appropriate to consumate the
Merger and obtain all necessary  approvals from  stockholders and third parties,
the Assginor has agreed to loan certain of the proceeds of the  Debenture to the
Company  as  evidenced  by the  Promissory  Note  dated  the  date  hereof  (the
"Promissory Note"); and

      WHEREAS, in order to secure the Company's obligations under the Promissory
Note on the date hereof the Company, Kerry P. Gray, the controlling  shareholder
of the Company (the "Shareholder"),  and the Assignor have entered into a Bridge
Loan and  Control  Share  Pledge  and  Security  Agreement,  a Pledge and Escrow
Agreement, and a Security Agreement (collectively referred to as the "Promissory
Note  Security  Documents"  which  collectively  with  the  Promissory  Note are
attached hereto as Schedule II) pursuant to which (i) the Shareholder has agreed
to pledge to the Assignor the Borrower  Control Shares (as defined in the Pledge
and Escrow  Agreement)  which will constitute 54.5 % of the outstanding  capital
stock of the Assignor on a fully-diluted  basis, (ii) the Assignor agreed not to
issue any additional  shares of capital stock, and (iii) the Company has granted
the  Assignor a security  interest in and to the  Collateral  (as defined in the
Security Agreement).

      NOW,  THEREFORE,  in consideration of the promises and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are  acknowledged  by the  Assignor,  and  intending to be legally  bound,
Assignor assigns to Assignee all of its right,  title and interest in and to the
Promissory Note Security Documents to the fullest extent permitted by law.


<PAGE>

      1.    Except as otherwise  expressly  provided herein,  capitalized  terms
used in this Assignment shall have the respective  meanings given to them in the
Promissory Note Security Documents.

      2.    Assignor has granted, bargained, sold, assigned, transferred and set
over and by these presents does hereby grant, bargain,  sell, assign,  transfer,
grant a  security  interest  in and  set  over  unto  Assignee,  its  respective
successors and assigns, all the rights,  interests and privileges which Assignor
has or may have in or under the Promissory  Note Security  Documents,  including
without  limiting the  generality of the  foregoing,  the present and continuing
right  with  full  power  and  authority,  in its own  name,  or in the  name of
Assignor, or otherwise, but subject to the provisions and limitations of Section
3 hereof, (i) to make claim for, enforce,  perform,  collect and receive any and
all rights under the Promissory Note Security Documents,  (ii) to do any and all
things which Assignor is or may become entitled to do under the Promissory Note,
and (iii) to make all waivers and  agreements,  give all  notices,  consents and
releases and other  instruments  and to do any and all other  things  whatsoever
which  Assignor  is or may  become  entitled  to do under  the  Promissory  Note
Security Documents.

      3.    The  acceptance of this  Assignment  and the payment or  performance
under the Promissory  Note Security  Documents  shall not constitute a waiver of
any  rights  of  Assignee  under  the  terms  of the  Promissory  Note  Security
Documents, it being understood that, until the occurrence of a default under the
Promissory Note Security Documents,  and the exercise of Assignee's rights under
Section 4 hereof, Assignor shall have all rights to the Promissory Note Security
Documents and to retain, use and enjoy the same.

      4.    Assignor,  upon  the  occurrence  of a  payment  default  under  the
Promissory Note, hereby authorizes  Assignee,  at Assignee's  option, to enforce
and  exercise all rights and  privileges  with  respect to the  Promissory  Note
Security Documents that, pursuant to Schedule II, is associated with the payment
which is in default.  Assignor does hereby  irrevocably  constitute  and appoint
Prenox, LLC (the "Collateral Agent"), while this Assignment remains in force and
effect and, in each instance,  to the full extent  permitted by applicable  Law,
its true and lawful  attorney in fact,  coupled  with an interest  and with full
power of substitution  and revocation,  for Assignor and in its name,  place and
stead, to demand and enforce compliance with all the terms and conditions of the
Promissory Note Security Documents and all benefits accrued thereunder,  whether
at law, in equity or  otherwise;  provided,  however,  that  Assignee  shall not
exercise  any such power  unless and until a default in the  payment  associated
with that contract shall have occurred.  Assignor  acknowledges  and agrees that
(i) the power of attorney  herein  granted  shall in no way be  construed  as to
benefit  Assignor;  and  (ii) the  Collateral  Agent is  granted  this  power of
attorney  shall have no duty to exercise any powers  granted  hereunder  for the
benefit of Assignor.  The Collateral Agent hereby accepts this power of attorney
and all powers granted hereunder for the benefit of the Assignee.

      5.    Assignee  shall  not  be  obligated  to  perform  or  discharge  any
obligation  or  duty  to be  performed  or  discharged  by  Assignor  under  the
Promissory  Note  Security  Documents,  and Assignor  hereby agrees to indemnify
Assignee for, and to save Assignee  harmless from, any and all liability arising
under the Promissory  Note Security  Documents,  other than arising or resulting
from Assignee's (or its agents,  employees or contractors)  gross  negligence or
willful misconduct.


                                       2
<PAGE>

      6.    Assignor  agrees  that  this  Assignment  and  the  designation  and
directions herein set forth are irrevocable.

      7.    Neither  this  Assignment  nor any action or inaction on the part of
Assignee  shall  constitute  an  assumption  on  the  part  of  Assignee  of any
obligations or duties under the Promissory Note Security Documents.

      8.    Assignor covenants and warrants that:

            (a)   it has the power and authority to assign the  Promissory  Note
Security  Documents and there have been no prior  assignments  of the Promissory
Note Security Documents;

            (b)   the  Promissory  Note  Security  Documents  are, and shall be,
valid contracts,  and that there are and shall be, to Assignor's  knowledge,  no
defaults on the part of any of the parties thereto;

            (c)   it  will  not  assign,   pledge  or  otherwise   encumber  the
Promissory  Note  Security  Documents  without  the  prior  written  consent  of
Assignee;

            (d)   it will not cancel,  terminate or accept any  surrender of the
Promissory  Note  Security  Documents,  or amend or modify the same  directly or
indirectly in any respect whatsoever,  without having obtained the prior written
consent of the Assignee thereto;

            (e)   it will  perform and  observe,  or cause to be  performed  and
observed, all of the terms, covenants and conditions on its part to be performed
and observed with respect to the Bio-One Debenture; and

            (f)   it will  execute  from  time to  time  any and all  additional
assignments or instruments of further assurance to Assignee,  as Assignee may at
any time reasonably request.

      9.    Assignor shall have the right,  from time to time, to substitute new
assigned  contracts for the Promissory Note Security Documents on Schedule II so
long as the  substitute  contracts  provide  for a  purchase  price  equal to or
greater than the Promissory Note to be released. Upon any such substitution, the
parties  hereto  shall  confirm the  substitution  in writing and shall  replace
Schedule II with a new Schedule reflecting updated Promissory Note.

      10.   At  such  time  as  the   Convertible   Debenture  is  satisfied  or
discharged,  this  Assignment  and all of Assignee's  right,  title and interest
hereunder  with  respect  to  the  Promissory  Note  Security   Documents  shall
terminate.

      11.   This  Assignment  shall  inure to the benefit of  Assignee,  and its
successors and assigns, and shall be binding upon Assignor,  and its successors,
and assigns.

      12.   This Agreement shall be governed by and construed in accordance with
the internal  laws of the State of New York without  regard to its  conflicts of
law principles.


                                       3
<PAGE>

      13.   This Agreement may be executed in any number of counterparts, and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed  shall be deemed an  original  and all of which  taken  together  shall
constitute but one and the same agreement. Assignor acknowledges and agrees that
a telecopy  transmission to Assignee of signature pages hereof  purporting to be
signed on behalf of Assignor shall  constitute  effective and binding  execution
and delivery hereof by Assignor.


                            [SIGNATURE PAGE FOLLOWS]


                                       4
<PAGE>
                            [SIGNATURE PAGE 1 OF 2 TO
                             COLLATERAL ASSIGNMENT]

      IN WITNESS  WHEREOF,  the parties hereto have caused this instrument to be
executed  under  seal by their  respective  officers  or agents  thereunto  duly
authorized, as of the date first above written.


OXFORD VENTURES, INC.

By: /s/ Daniel Leonard
  --------------------------------------------
  Name:  Daniel Leonard
  Title: President and Chief Executive Officer


<PAGE>

<TABLE>
<CAPTION>
                                        [SIGNATURE PAGE 2 OF 2 TO
                                         COLLATERAL ASSIGNMENT]

                                               SCHEDULE I

                                           SCHEDULE OF BUYERS


                                                                                ADDRESS/FACSIMILE
           NAME                             SIGNATURE                          NUMBER OF INVESTORS
--------------------------     -------------------------------------     -------------------------------
<S>                            <C>                                       <C>
Highgate House Funds, Ltd.     By: /s/ Adam S. Gottbetter
                                   --------------------------------      488 Madison Avenue
                                   Name: Adam S. Gottbetter              New York, NY 10022
                                   Its:  Portfolio Manager               Facsimile: (212) 400-6901


With a copy to:                Troy Rillo, Esq.                          101 Hudson Street, Suite 3700
                                                                         Jersey City, NJ 07302
                                                                         Facsimile: (201) 985-1964


Prenox, LLC                    By: /s/ Michael Weiss
                                   --------------------------------      623 Fifth Avenue, 32nd Floor
                                   Name: Michael Weiss                   New York, NY 10022
                                   Its:                                  Telephone: (212) 756-8045
                                                                         Facsimile: (212) 756-1480

</TABLE>


                                                   2
<PAGE>

                                   SCHEDULE II

             PROMISSORY NOTE SECURITY DOCUMENTS AND PROMISSORY NOTE





<PAGE>

                                    EXHIBIT A

                                   TERM SHEET