EXHIBIT 10.2

UNITED STATES DEPARTMENT OF AGRICULTURE

TYPE OF RESEARCH AGREEMENT

RESEARCH AGREEMENT

Cooperative Research and Development Agreement

AGREEMENT NO.

58-3K95-3-967

TYPE OF ACTION

Amendment No. 1

AGENCY (Name and Address)

Agricultural Research Service

1400 Independence Avenue SW

Washington DC 20250-0302

PERIOD OF AGREEMENT

11/1/02 through 10/31/04

FEDERAL OBLIGATION

$ -0-

CHANGE IN FEDERAL OBLIGATION

             N/A

CRIS NO.

AUTHORITY

PERFORMING ORGANIZATION (Name and Address)

Zeta Corporation

1025 - 11811 N. Tatum Blvd.

Phoenix, AZ 85028-1699

1265-31000-087-01T

15 USC 3710a, et seq.

OBLIGATION DISTRIBUTION

Accounting Code

$Amount

X91-1265-356

$292,727.00

PRINCIPAL INVESTIGATOR (Name and Address)

Harmel Rayat

(Same as Above)

FINANCE OFFICE (Complete Mailing Address)

USDA, ARS, BA, Budget and Fiscal Office

10300 Baltimore Ave.

Bldg. 003, Rm. 206, BARC-West

Beltsville, MD  20705-2350

TITLE OF PROJECT

Development and Application of an In Vitro Model

of the Pig Liver

AUTHORIZED DEPARTMENTAL OFFICER'S DESIGNATED REPRESENTATIVE (Name and Address)

Neil C. Talbot

USDA, ARS, BA, ANRI, GEML 10300 Baltimore Ave.

Bldg. 200, Rm. 13A, BARC-E

Beltsville, MD 20705-2350

Co-ADODR

Tom Caperna

USDA/ARS/BA/GBL,

10300 Baltimore Ave.

Bldg. 200, Rm. 202,

Beltsville, MD 20705-2350

LOG #22659

This Agreement is amended, as follows:

1.

Addition of Tom Caperna as Co-ADODR.

ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME.

FOR THE UNITED STATES DEPARTMENT OF AGRICULTURE

AUTHORIZED DEPARTMENTAL OFFICER

TYPED NAME

DATE

November 14, 2002

/s/ Richard Brenner

RICHARD J. BRENNER

Authorized Departmental Officer

FOR THE PERFORMING ORGANIZATION

(Signature of person authorized by the governing body of the performing organization to incur contractual obligations.)

SIGNATURE

/s/ Harmel S. Rayat

TYPED NAME AND TITLE

Harmel Rayat

DATE

November 28, 2002