8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 14, 2001

                             ----------------------

                         COMMISSION FILE NUMBER 0-26476

NEVADA                             SAFESCIENCE, INC.            33-0231238
(State of other jurisdiction of (Exact name of registrant as  (I.R.S. Employer
incorporation or organization)    specified in its charter)  Identification No.)

                31 St. James Avenue, Boston, Massachusetts      02116
     ------------------------------------------------------ ---------------
              (Address of principal executive officers)       (Zip Code)

        Registrant's telephone number, including area code (617) 422-0674
                             ----------------------

                                 Not Applicable
         --------------------------------------------------------------
          (Former name or former address, if changed since last report)






ITEM 5.           OTHER EVENTS

         On May 14, 2001, SafeScience, Inc. (the "Company") entered into an
amendment (the "Amendment") to its license agreement with Wayne State University
and the Barbara Ann Karmanos Cancer Institute dated January 26, 2001 (the
"License Agreement"). The Amendment is effective as of January 26, 2001. The
Amendment modified Section 3.1(c) of the License Agreement to provide that the
Company is not obligated to make $1,635,000 in license payments until the
Company raises $3,000,000 in cash, upon which the Company shall have twelve
months to make such payments. Prior to raising $3,000,000, the Company is
obligated to make license payments equal to 5% of cash raised. Before the
Amendment, the License Agreement required the Company to pay $1,635,000 in
license payments on or before February 14, 2002.

         In addition, the Amendment modified Section 6.2(f) of the License
Agreement to provide that the right of Wayne State University and the Barbara
Ann Karmanos Cancer Institute to terminate the License Agreement in the event of
certain involuntary delistings of the Company from the Nasdaq stock exchange
does not become effective until September 1, 2001. Prior to the Amendment, Wayne
State University and the Barbara Ann Karmanos Cancer Institute had the right to
terminate the License Agreement in the event of certain involuntary delistings
of the Company from the Nasdaq stock exchange at any time.

         Finally, Section 2.6 of the License Agreement was modified to provide
that one of the criteria to establish that the Company is diligently pursuing
the commercialization of the licensed patents and technology is the Company's
obligation to raise $3,000,000 in cash through the issuance of securities
between January 26, 2001 and October 1, 2001. Prior to the Amendment, in order
to establish that the Company was diligently pursuing the commercialization of
the licensed patents and technology, the Company was not obligated to raise any
specific amount of cash.

         The above summary of the Amendment is not intended to be complete and
is qualified in its entirety by reference to the detailed provisions in the
Amendment which is attached as Exhibit 10.1.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

Exhibit Number                      Description
- --------------                      -----------
     10.1                  Amendment No. 1 dated May 14, 2001 to the License
                           Agreement by and among SafeScience, Inc., Wayne State
                           University and the Barbara Ann Karmanos Cancer
                           Institute dated January 26, 2001.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated:  May 23, 2001                By:     /s/ Bradley J. Carver
                                        ----------------------------------------
                                        Bradley J. Carver
                                        Chief Executive Officer and President

EX-10.1

                                                              May 14, 2001


Bradley Carver
President & CEO
SafeScience, Inc.
31 St. James Ave., 8th Floor
Boston, MA  02116

RE:      Amendment #1

Dear Brad:

As recently discussed with Brian Hughes and John Burns, Wayne State University
("WSU"), Barbara Ann Karmanos Cancer Institute ("KCI") (together, "Licensors")
and SafeScience, Inc. ("Company") desire to effect the following amendment to
the WSU-KCI-Company License Agreement effective January 26, 2001 (the
"Agreement"):

1. Section 3.1 (c) of the Agreement shall be amended and shall read in full as
follows: "Licensee shall pay Licensors an additional license fee which shall
constitute five percent (5%) of cash raised directly or indirectly for the
benefit of Licensee, by Licensee or any entity affiliated in whole or in part
with Licensee, and whether through debt, equity, or other means during the term
of this Agreement. Such additional fee shall be paid in quarterly installments
within forty-five (45) days of the end of each calendar quarter, with each
quarterly installment payment constituting five percent (5%) of cash raised
directly or indirectly for the benefit of Licensee, by Licensee or any entity
affiliated in whole or in part with Licensee, and whether through debt, equity,
or other means during the immediately preceding calendar quarter. Once Licensee
has raised at least $3,000,000 in cash raised directly or indirectly for the
benefit of Licensee, by Licensee or any entity affiliated in whole or in part
with Licensee, and whether through debt, equity, or other means during the term
of this Agreement, Licensee shall have twelve (12) months to raise an additional
$29,700,000. In the event $29,700,000 are not raised within such twelve (12)
month time period, Licensee shall make payment within forty five (45) days of
the end of such 12 month period such that the total payments made under this
paragraph are $1,635,000. If the Licensee raises less than $3,000,000 cash
raised directly or indirectly for the benefit of Licensee, by Licensee or any
entity affiliated in whole or in part with Licensee, and whether through debt,
equity, or other means during the term of this Agreement the Licensee shall owe
no more nor no less than 5% of the cash raised. If the Licensee raises at least
$3,000,000 cash raised directly or indirectly for the benefit of Licensee, by
Licensee or any entity affiliated in whole or in part with Licensee, and whether
through debt, equity, or other means during the term of this Agreement, total
payments under this paragraph shall not exceed $1,635,000."


2. Section 6.2 (f) of the Agreement shall be amended to delay the date on which
Licensors can invoke their right to terminate the Agreement in the event
Licensee is involuntarily delisted from the Nasdaq stock exchange. As amended,
Section 6.2 (f) shall read in full as follows: "Beginning September 1, 2001,
Licensors may, at their option, terminate this Agreement and revoke the license
granted in Sections 2.1 and 2.2. in the event Licensee is involuntarily delisted
from the Nasdaq stock





exchange for reasons of failure to comply with the listing requirements under
NASD Market Place Rule 4310(c)(2), (4) or (7), provided, however, that Licensors
shall have no right to terminate this Agreement, except as provided in Sections
6.2 (a-c), once Licensee has entered into an agreement to sell Licensed Products
with a pharmaceutical or biotechnology company having a net worth of at least
$100 million or market capitalization of at least $200 million; furthermore,
Licensors shall have no right to terminate this Agreement, except as provided in
Sections 6.2 (a-c), during any time period when (i) Licensee has at least a
total of $10 million in cash and cash equivalents on its balance sheet as
certified by Licensee's chief financial officer and Licensee's financial
obligations do not exceed such amount, or (ii) Licensee's closing stock price on
the Nasdaq SmallCap Market, Nasdaq National Market, New York Stock Exchange or
American Stock Exchange is at least $5.00 per share."



3. The second sentence of Section 2.6 of the Agreement shall be amended to read
in full as follows: Determination of diligence shall be made with reference to
objective criteria, including, without limitation, Licensee's obligation to (i)
raise at least three million dollars ($3,000,000.00) in cash through the
issuance of securities, including but not limited to debt or equity, between the
Effective Date and October 1, 2001; and (ii) introduce Licensed Products to the
market within six (6) months following receipt of necessary marketing approvals
from the Food and Drug Administration ("FDA") and other appropriate regulatory
agencies.



4. Except as expressly amended by this Amendment #1, all other terms and
provisions of the Agreement shall remain in full force and effect (including
Section 9.6 (Counterparts). Capitalized terms used in this Amendment #1 and not
defined herein are used with the meaning ascribed to them in the Agreement. This
Amendment #1 shall take effect as of January 26, 2001.

If the terms of this Amendment No. 1 are agreeable to Company, please have two
copies of Amendment No. 1 executed on behalf of Company and forward them to my
attention for signature on behalf of WSU.

                                            Very truly yours,

                                            /s/ Fred Reinhart

                                            Fred Reinhart







AGREED AND ACCEPTED:


SAFESCIENCE, INC.                            WAYNE STATE UNIVERSITY

By:     /s/ Bradley J. Carver                By:    /s/ Fred Reinhart
      -----------------------                      -----------------------------
Name:   Bradley J. Carver                    Name:  Fred Reinhart
      -----------------------                      -----------------------------
Title:  CEO and President                    Title: Director Technology Transfer
      -----------------------                      -----------------------------
                                                    Office
                                                   -------



BARBARA ANN KARMANOS CANCER INSTITUTE

By:      /s/ William G. Bennet
     ---------------------------
Name:    William G. Bennet
     ---------------------------
Title:   Chief Financial Officer
     ---------------------------