July 9, 2004 Ms. Barbara Pifel Ms. Audrey Schwimmer Mr. Derek Spears Weill Medical College of Cornell University Office of Research & Sponsored Programs 1300 York Avenue, Room A-131 New York, NY 10021 Dr. Brij B. Saxena 515 East 71st Street, Room 412...

                           MARC PHARMACEUTICALS, INC.
                               000 XXXXXXX XXXXXX
                               XXXXXXXX, XX 00000


                                                                    July 9, 2004

Xx. Xxxxxxx Xxxxx

Xx. Xxxxxx Xxxxxxxxx
Xx. Xxxxx Xxxxxx
Xxxxx Medical College of Cornell University
Office of Research & Sponsored Programs
0000 Xxxx Xxxxxx, Xxxx X-000
Xxx Xxxx, XX 00000

Xx. Xxxx X. Xxxxxx
000 Xxxx 00xx Xxxxxx, Xxxx 000
Xxx Xxxx, XX 00000

         Re: Sponsored Research Agreement between Marc Pharmaceuticals, Inc. and
Weill Medical College Cornell University dated January 22, 2004 (the
"Agreement")

Dear Ladies and Gentleman:

         This letter is to confirm our understanding that the first payment to
be made under the Agreement, pursuant to Section 4.1 which provides that
$187,500 shall be paid by June 30, 2004, shall instead be paid by as follows:
$75,000 by July 15, 2004 and $112,500 by November 12, 2004.


         We trust that the foregoing represents the understanding between us.
Please indicate your confirmation by signature and return of the enclosed copy.

                                                  Sincerely,
                                                  Marc Pharmaceuticals, Inc.

                                                  By:
                                                     ---------------------------
                                                  Name: Xxxxxx X. Xxxxx
                                                  Title: President






We hereby confirm our agreement and understanding of the foregoing:


Weill Medical College of Cornell University
By:
   --------------------------------------
Name:
     ------------------------------------
Title:
      -----------------------------------


Principal Investigator

By
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            Xx. Xxxx X. Xxxxxx