THIS  FIRST   AMENDMENT  TO  COMMON  STOCK   PURCHASE   AGREEMENT  (the

"Amendment"),  dated as of March 30, 2001, by and between UNIGENE  LABORATORIES,

INC., a Delaware  corporation (the  "Company"),  and FUSION CAPITAL FUND II, LLC

(together  with its  permitted  assigns,  the "Buyer").  Capitalized  terms used

herein and not otherwise  defined  herein shall have the meanings  given them in

the Common Stock Purchase Agreement.



         WHEREAS,  the  parties  hereto are parties to a Common  Stock  Purchase

Agreement dated as of December 18, 2000 (the "Common Stock Purchase Agreement");



         WHEREAS, pursuant to the Common Stock Purchase Agreement, the Buyer has

agreed to purchase,  and the Company has agreed to sell up to $21,000,000 of the

Common Stock all in accordance with the terms and conditions of the Common Stock

Purchase Agreement;



         WHEREAS,  pursuant to the Common Stock Purchase Agreement the Buyer has

the right to terminate the Common Stock Purchase Agreement on March 31, 2001 and

the Company and the Buyer desire to extend such date as provided herein;



         WHEREAS, pursuant to the Common Stock Purchase Agreement the Company is

required to issue certain Commitment Shares to the Buyer and the Company and the

Buyer desire to reduce the amount of  Commitment  Shares  otherwise  owed to the

Buyer and in lieu  thereof  issue to the Buyer a warrant to  purchase  shares of

Common Stock in accordance with the terms hereof.



         NOW,  THEREFORE,  in  consideration  of the  agreements,  covenants and

     considerations contained herein, the parties hereto agree as follows:



1.       Amendments.



          a.   Section  2 of the  Common  Stock  Purchase  Agreement  is  hereby

               amended  and  restated  by adding the words "the  Warrant and the

               Warrant Shares"  immediately after the words "Commitment  Shares"

               in each instance the words "Commitment  Shares" appear in Section

               2 of the Common Stock Purchase Agreement.



          b.   Section  2(a) of the Common  Stock  Purchase  Agreement is hereby

               amended and restated by deleting the reference  "Section 7(b)" in

               the second line of such Section and  replacing  it with  "Section

               4(f)".



          c.   Section  3(b) of the Common  Stock  Purchase  Agreement is hereby

               amended and restated:  (i) by adding the words "the  Warrant," to

               the second line of such Section  immediately after the words "its

               obligations under this Agreement";  (ii) by adding the words "and

               the Warrant  and Warrant  Shares" to the sixth and ninth lines of

               such Section immediately after the words "the Commitment Shares";

               (iii) by adding the words "and Warrant  Shares" to the ninth line

               of  such  Section  immediately  after  the  words  "the  Purchase

               Shares";  and (iv) by adding the words "and the  Warrant"  to the

               tenth line of such Section, immediately after the words "issuable

               under this Agreement".



          d.   Clause (vi) of Section 3(c) is hereby amended and restated in its

               entirety as follows:

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               "(vi)there   are  no   securities   or   instruments   containing

               anti-dilution or similar provisions that will be triggered by the

               issuance  of the  Commitment  Shares  or the  Purchase  Shares as

               described in this Agreement or the Warrant or Warrant Shares and"



          e.   Section  3(d) of the Common  Stock  Purchase  Agreement is hereby

               amended and  restated  by: (i) adding the clause "The Warrant has

               been duly authorized and" to the beginning of such Section,  (ii)

               adding the words "and the Warrant Shares"  immediately  after the

               words  "Commitment  Shares" in the first line of such Section and

               (iii) adding the words "and thereof"  immediately  after the word

               "hereof" in the second line of such Section.



          f.   Section  3(j) of the Common  Stock  Purchase  Agreement is hereby

               amended  and  restated  by adding  the words  "the  Warrant,  the

               Warrant Shares"  immediately after the words "Commitment  Shares"

               to the fourth line of such Section.



          g.   Section  3(k) of the Common  Stock  Purchase  Agreement is hereby

               amended  and  restated  by adding  the words  "the  Warrant,  the

               Warrant Shares"  immediately after the words "Commitment  Shares"

               to the fourth, fifth, ninth and tenth lines of such Section.



          h.   Section  3(t) of the Common  Stock  Purchase  Agreement is hereby

               amended  and  restated  by adding  the words  "the  Warrant,  the

               Warrant Shares"  immediately after the words "Commitment  Shares"

               to the seventh and eighth lines of such Section.



          i.   The first  sentence of Section 4(a) of the Common Stock  Purchase

               Agreement is hereby amended and restated as follows:



               "The Company  shall within thirty (30) Trading Days from the date

               hereof file a new registration  statement covering the sale of at

               least 6,000,000 Purchase Shares,  2,000,000 Commitment Shares and

               1,000,000 Warrant Shares.



          j.   Section  4(b) of the Common  Stock  Purchase  Agreement is hereby

               amended  and  restated  by adding the words ", the  Warrant,  the

               Warrant  Shares"  immediately  after the  words  the  "Commitment

               Shares" to each of the third and sixth lines of such Section.



          k.   Section  4(d) of the Common  Stock  Purchase  Agreement is hereby

               amended  and  restated  by  adding  the  words  "Warrant  Shares"

               immediately  after the words "Purchase  Shares" in the first line

               of such Section.



          l.   Section  4(f) of the Common  Stock  Purchase  Agreement is hereby

               amended and restated in its entirety as follows:



               "(f)  Issuance of Warrant and  Commitment  Shares/  Limitation on

               sales of Commitment  Shares.  The Company  agrees to issue to the

               Buyer on March 30,  2001,  (i)  2,000,000  shares of Common Stock

               (the  "Commitment  Shares") and (ii) a warrant (the "Warrant") to

               purchase 1,000,000 shares of Common Stock (the "Warrant Shares").

               The Warrant shall have an exercise  price of $.50 per share,  and

               shall be  exercisable  for five (5) years  from the  Commencement

               Date. The Commitment  Shares shall be issued in certificated form

               and shall  bear the  restrictive  legend  set forth in  Exhibit G

               hereto.  The Buyer  agrees that the Buyer  shall not  transfer or

               sell the Commitment  Shares or Warrant Shares until 720 days from

               the  date of the  Agreement  or  until  this  Agreement  has been



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               terminated,  provided,  however, that such restrictions shall not

               apply: (i) to transfers to or among affiliates (as defined in the

               1934 Act),  (ii) to a pledge in connection  with a bona fide loan

               (but  not the  foreclosure  thereon)  or a  deposit  to a  margin

               account,  or (iii) if an Event of Default  has  occurred,  or any

               event which,  after notice and/or lapse of time,  would become an

               Event of Default,  including any failure by the Company to timely

               issue Purchase Shares under this Agreement.  Notwithstanding  the

               forgoing,  the Buyer may  transfer  Commitment  Shares or Warrant

               Shares  to a third  party in order to  settle a sale  made by the

               Buyer where the Buyer  reasonably  expects the Company to deliver

               Purchase  Shares to the Buyer under this Agreement so long as the

               Buyer maintains ownership of the same overall number of shares of

               Common  Stock by  "replacing"  the  Commitment  Shares or Warrant

               Shares so  transferred  with  Purchase  Shares when the  Purchase

               Shares are actually issued by the Company to the Buyer.



          m.   Section  5 of the  Common  Stock  Purchase  Agreement  is  hereby

               amended and restated in its entirety as follows:





          "5.  TRANSFER AGENT INSTRUCTIONS.



               On the  Commencement,  the Company  shall  cause any  restrictive

               legend on the  Commitment  Shares to be  removed,  and all of the

               Commitment  Shares issued to the Buyer and the Purchase Shares to

               be issued under this  Agreement and the Warrant  Shares  issuable

               under the Warrant shall be issued without any restrictive  legend

               and shall be issued by the Company's  transfer  agent via The DTC

               Fast  Automated  Securities  Transfer  Program,  by crediting the

               appropriate  number of shares of Common  Stock to which the Buyer

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