Form: SB-2/A

Optional form for registration of securities to be sold to the public by small business issuers

July 25, 1996

AGREEMENT

Published on July 25, 1996



EXHIBIT 10.34

AGREEMENT BETWEEN THE UNIVERSITY OF TEXAS AT DALLAS
AND CYTOCLONAL PHARMACEUTICS INC.
AMENDMENT 3


THE AGREEMENT, by and between Cytoclonal Pharmaceutics Inc., whose address is
9000 Harry Hines Blvd., Dallas, Texas 75235 (hereinafter "CPI") and The
University of Texas at Dallas, a state institution of higher education
established under the laws of the State of Texas as a component of The
University of Texas System, whose address is PO Box 8630688, Richardson, Texas
75083-0688 (hereinafter "UNIVERSITY");

Now, therefore, the parties agree to amend the Agreement as follows:

II. STATEMENT OF SERVICES TO BE PERFORMED
-------------------------------------

UNIVERSITY shall provide all necessary personnel, equipment, supplies,
and facilities to perform the work described in Attachment "A", WORK
STATEMENT, appended hereto and by this reference made a part thereof for
all purposes.

III. PERIOD OF PERFORMANCE
---------------------

The period of performance of this Agreement shall be from the period of
June 19, 1992 through May 31, 1998, unless extended by mutual agreement
in writing between the parties or terminated by CPI or UNIVERSITY as
provided in Section XV.

IV. CONSIDERATION
-------------

A. BUDGET
------

The budget for the period of performance shall not exceed $240,240 (an
increase of $90,000). Attachment "B" of this Agreement details the budget
in connection with the revised WORK STATEMENT.

ALL OTHER TERMS OF THE ORIGINAL AGREEMENT AND AMENDMENTS SHALL REMAIN IN FORCE
AND UNCHANGED.

In witness whereof, the parties have executed this Amendment 3 as of the last
signature following:

Cytoclonal Pharmaceutics Inc. The University of Texas at Dallas

/s/ Arthur P. Bollon /s/ Robert L. Lovitt
- ------------------------------ -----------------------------------
Dr. Arthur P. Bollon Robert L. Lovitt
President and Vice President for Business Affairs
Chief Executive Officer

4-26-96 4/30/96
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Date Date