EXHIBIT 10.25

   AMENDMENT NO. 1 TO THE
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

     This  Amendment  No.  1  to the Common Stock and Warrant Purchase Agreement
dated  December  12,  2001  (the  "Agreement") between FLEMINGTON PHARMACEUTICAL
CORPORATION,  a  Delaware corporation (the "Company"), and the PURCHASERS listed
on  Exhibit  A  ("Purchasers")  is  made this 6th day of January 2002 and hereby
amends  the  Agreement  as  follows:

1.     Paragraph  2(b)  is  hereby  deleted  and replaced in its entirety by the
       following:

     (b)  On or prior to June 30, 2002 the Purchasers and or their designees may
     purchase  for  an  aggregate  purchase  price  of $2,000,000, an additional
     2,666,667  Units  (the  "Additional  Units").  The Warrants included in the
     Additional  Units shall be exercisable until the seventh anniversary of the
     date  of  their  issuance  and  shall  be  identical  in form to Exhibit B.

2.     Paragraph  7.17  is  hereby  deleted  and replaced in its entirety by the
       following:


     7.17.  Restriction  on Securities. (a) During the 12-month period following
            -------------------------  the  Closing Date, the Company will not
     extend  the  expiration  date or lower the exercise price of any options or
     warrants,  or  take  any  similar  action  with  respect to any convertible
     securities  of  the  Company.

     (b)  Prior  to  the  Closing  Date  hereof and continuing for a period (the
     "Lock-Up  Period")  of  12  months from therefrom, the Company shall obtain
     from  all executive officers and directors of the Company ("Management") an
     agreement  whereby  each  person will agree that, without the prior written
     consent  of  the  Purchasers they will not, individually or as a group, (i)
     offer, pledge, sell, contract to sell, grant any option for the sale of, or
     otherwise  dispose  of,  directly  or  indirectly,  and  of  the  Company's
     securities  owned  by  them  ("Management  Securities"); provided, however,
     that,  following  each  three month period after the effective date of this
     Agreement, an amount of Management Securities equal to 25% of the number of
     Management  Securities  owned  by  each  member  of Management shall become
     exempt from the lock-up provisions contained in this sentence, and (ii) not
     directly  or  indirectly, to issue, agree or offer to sell, grant an option
     for  the  purchase or sale, assign, sell, contract to sell, sell "short" or
     "short  against the box" (as those terms are generally understood), pledge,
     hypothecate,  distribute  or  otherwise  encumber  or  dispose of, any such
     shares (including options, rights, warrants or other securities convertible
     into,  exchangeable, exercisable for or evidencing any right to purchase or
     subscribe  for  shares  of  capital  stock  of  the Company (whether or not
     beneficially  owned  by  such person) or any beneficial interest therein of
     any  shares  of  the  Common  Stock.

     (c) During the 12 months following the Closing, the Company shall not issue
     or  grant  any  Common Stock, options, rights, warrants or other securities


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     convertible  into, exchangeable, exercisable for or evidencing any right to
     purchase  or  subscribe for shares of capital stock of the Company (whether
     or  not  beneficially  owned  by  such  person)  or any beneficial interest
     therein  of  any  shares  of  the  Common Stock to Management or otherwise,
     without  the  prior  written consent of the Purchasers, which consent shall
     not  be  unreasonably  withheld.

3.     Paragraph  8.6 is hereby amended and deleted and replaced in its entirety
by  the  following:

     8.6.  Additional Common Stock Issuable Upon Delay of Registration and Other
     Events.  (a)  Except  to  the  extent  any delay is due to the failure of a
     Holder to reasonably cooperate in providing to the Company such information
     as  shall  be reasonably requested by the Company in writing for use in the
     Shelf  Registration  Statement,  if the Shelf Registration Statement is not
     filed with the SEC within 120 days following the Closing Date (the "Outside
     Target  Date"), the Company shall immediately declare, issue and pay for no
     additional  consideration  to each Holder additional shares of Common Stock
     equal to one percent (1%) of the Common Stock then held by such Holder, for
     each 15-day period (or fraction thereof) after the Outside Target Date that
     the  Registration  Statement  remains  unfiled.

IN  WITNESS  WHEREOF, the parties have executed this Amendment as of the day and
year  first  above  written.

FLEMINGTON  PHARMACEUTICAL                   LINDSAY  A.  ROSENWALD,  M.D.
CORPORATION

By:     /s/  Harry  A.  Dugger  III          By     /s/  Lindsay A. Rosenwald
        ---------------------------                 ----------------------------
Name:      Harry  A  Dugger  III             Name:  Lindsay  A. Rosenwald, M.D.