FIRST AMENDMENT TO MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT

                                                                     Exhibit 6.5

                               FIRST AMENDMENT TO
                MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT

         This FIRST AMENDMENT TO MANAGEMENT SERVICES AND ADMINISTRATIVE
AGREEMENT (this "Amendment") is made effective as of the 1st day of October 2003
by and between BioDelivery Science International, Inc., a Delaware corporation
("BDSI"), and Bioral Nutrient Delivery, LLC, a Delaware limited liability
company ("BND").

         WHEREAS, BDSI and BND are parties to that certain Management Services
and Administrative Agreement, dated April 1, 2003 (the "Agreement");

         WHEREAS, pursuant to Section 18 of the Agreement, amendments to the
Agreement may be made in a writings signed by BDSI and BND;

         WHEREAS, BDSI and BND desire to amend the Agreement in the manner set
forth in this Amendment.

         NOW, THEREFORE, in light of the foregoing and intending to be legally
bound, BDSI and BND hereby amend the Agreement as follows:

         1. Capitalized Terms.  Unless otherwise defined herein, all capitalized
terms used but not defined herein shall have the meanings ascribed such terms in
the Agreement.

         2.  Extension of Initial  Term. In order to effect the extension of the
Initial Term, the first sentence of Section 1 of the Agreement is hereby deleted
in its entirety and replaced with the following sentence:

         "The term of this Agreement shall begin as of the Effective Date and,
unless sooner terminated in accordance with subsections (a), (b) or (c) of this
Section 1 or any other provision of this Agreement, shall continue until
December 31, 2004 (such term, the "Initial Term")."

         3. No  Further  Amendment.  Except as  amended  hereby,  the  Agreement
remains unchanged and in full force and effect.

                            [Signature Page Follows]





         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                    BIODELIVERY SCIENCES INTERNATIONAL, INC.

                                    By:  /s/ Xxxxxxx X. X'Xxxxxxx, Xx.
                                        ----------------------------------------
                                        Name:  Xxxxxxx X. X'Xxxxxxx, Xx., M.D.
                                        Title:    President and CEO

                                    BIORAL NUTRIENT DELIVERY, LLC

                                    By:  /s/ Xxxxx X. XxXxxxx
                                        ----------------------------------------
                                        Name:  Xxxxx X. XxXxxxx
                                        Title:   Secretary, Treasurer and CFO

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