FAIRCHILD INTERNATIONAL CORPORATION 595 Hornby Street, Suite 603 Vancouver, British Columbia V6C 1A4 Canada 604-646-5614 January 15, 2002

XXXXXXXXX INTERNATIONAL CORPORATION
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx
604-646-5614

January 15, 2002

Praxis Pharmaceuticals Inc.
#000 - 000 Xxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0

Gentlemen:

This letter outlines our agreement pertaining to the Termination of License And Research & Development Agreement Dated the 28th day of February, 2001 (the "Termination Agreement"). In the Termination Agreement, Xxxxxxxxx and Praxis had agreed that Praxis would retain those common shares of Xxxxxxxxx issued to Praxis under the terms of the original license agreement; and that Praxis would pay to Xxxxxxxxx 30% of Net Revenues from sales of the agents in the arthritis and topical treatment of dermal wrinkles to a maximum of $250,000 over the first three years of sales (the "Royalty Obligation").

Xxxxxxxxx and Praxis now amend the Termination Agreement as follows:

1. Praxis shall be entitled to retain the common shares of Xxxxxxxxx; however, the remaining shares (the "Shares") shall be placed in a voluntary pooling arrangement under which an amount shall be released every three months to Praxis. That amount shall be 1% of the total number of Xxxxxxxxx'x outstanding shares.

2. So long as Praxis pays Xxxxxxxxx 66.6% of the proceeds from the sale of the Shares until US$175,000 has been paid, Xxxxxxxxx shall xxxx that payment to be in full and complete satisfaction of the Royalty Obligation described above.

Please sign below to indicate your agreement and acceptance of this amendment to the Termination Agreement.

XXXXXXXXX INTERNATIONAL CORPORATION

By: /s/ Xxxxxx Xxxxx
_______________________________
Xxxxxx Xxxxx, President

Agreed to and accepted this 15th day of January, 2002.
PRAXIS PHARMACEUTICALS INC.

By: /s/ Xxxxxx Xxxxx
_______________________________
Xxxxxx Xxxxx, Secretary