Zynaxis Inc Watch

from 10-Q ~20 pages Asset Purchase Agreement

from 10-K ~10 pages Technology Development Agreement

from 10-K ~20 pages Security Agreement

from 10-K ~20 pages Security Agreement

from 10-K ~5 pages Note Exchange Agreement

from 10-K ~10 pages Pledge Agreement

from 10-K ~5 pages Liquidation Agreement

from 10-K ~5 pages Collateral Assignment of License Agreement

from 10-K ~10 pages Preferred Stock and Warrant Agreement

from 10-K ~10 pages Material contract

from 10-K ~5 pages Senior Secured Note

from 10-K 1 page Employment Agreement

from 10-K 1 page Sublease Cancellation Agreement

from 10-K ~5 pages Agreement of Lease

from 10-Q 1 page <page> Phanos Technologies, Inc. C/O Cyberstudios 8559 Higuera St. Culver City, Ca 90232 October 17, 1996 Martyn Greenacre Zynaxis, Inc. 371 Phoenixville Pike Malvern, Pa 19355 Re: Exclusive License Agreement With Purchase Option Dear Martyn: Reference Is Made to the Signed Exclusive License Agreement With Purchase Option Dated September 23, 1996 (The "Agreement") Between Phanos Technologies, Inc. and Zynaxis, Inc. Paragraph 4 of the Agreement Is Hereby Amended to Provide That the $150,000 Portion of the Exclusive License Fee Described Therein Be Payable $75,000 on October 18, 1996 and $75,000 on October 23, 1996. Paragraph 5 Is Amended to Provide That the Running Royalties on Sales Will Terminate Upon the Expiration of the Last Patent Included in the Zynaxis Information. Paragraph 11 Is Amended to Provide That Phanos May Disclose the Zynaxis Information to a Third Party if That Third Party Has Entered Into a Confidentiality Agreement With Phanos in a Form Reasonably Acceptable to Zynaxis. the Last Sentence in Paragraph 14 Is Amended to Include Reference to the Marketing Rights Agreement Dated July 24, 1996. Other Than Those Specific Changes Noted Above, the Agreement Shall Remain Unchanged and in Full Force and Effect. Yours Sincerely, Agreed and Accepted: Phanos Technologies, Inc. Zynaxis, Inc. By: /S/ Patrick Murray By: /S/ Martyn D. Greenacre Its: Secretary Its: Chief Executive Officer CC: Shotaro Kawano Bart Newland, Esq

from 10-Q ~5 pages Exclusive License Agreement 9/23/96

from 10-Q ~5 pages Amended and Restated Warrant 5/3/96

from 10-Q ~5 pages Amended and Restated Warrant 6/7/96

from 10-Q ~5 pages Registration Rights Agreement 6/7/96

from 10-Q ~10 pages Marketing Rights Agreement-Phanos Tech.