Prepared by MERRILL CORPORATION

EXHIBIT 10.80

MODIFICATION TO PROMISSORY NOTE

WHEREAS, on July 3, 1995, Lee Pharmaceuticals ("maker") and Sass DiSalvo ("Holder") entered into an agreement ("Note") whereby Lee Pharmaceuticals was to pay to Sass DiSalvo the sum of Fifty Thousand Dollars; and

WHEREAS, on July 6, 1996, the parties thereto modified said Note to extend the maturity date from July 6, 1996, until December 8, 1997, ( a copy of said Modification to Promissory Note is attached for reference as Exhibit A); and

WHEREAS, on December 8, 1997, the parties thereto modified said Note to extend the maturity date from December 8, 1997, until December 1, 1998, (a copy of said Modification to Promissory Note is attached for reference as Exhibit B); and

WHEREAS, on December 1, 1998, the parties thereto modified said Note to extend the maturity date from December 1, 1998, until June 30, 1999, (a copy of said Modification to Promissory Note is attached for reference as Exhibit C); and

WHEREAS, on June 30, 1999, the parties thereto modified said Note to extend the maturity date from June 30, 1999, until June 30, 2000, (a copy of said Modification to Promissory Note is attached for reference as Exhibit D); and

WHEREAS, on June 30, 2000, the parties thereto modified said Note to extend the maturity date from June 30, 2000, until December 1, 2001, (a copy of said Modification to Promissory Note is attached for reference as Exhibit E); and

WHEREAS, the parties thereto now desire to further modify said Note and Modification;

NOW, THEREFORE, the parties modify said Note and Modification as follows:

1. The maturity date of the Note is extended from December 1, 2001, until December 1, 2002.

2. All other terms and conditions of the Note remain the same.

Dated this 14TH day of NOVEMBER, 2001

	RONALD G. LEE
	Lee Pharmaceuticals
	By: Ronald G. Lee, President



	SASS DI SALVO
	Sass DiSalvo