EXHIBIT 10.41

                           UNIGENE LABORATORIES, INC.
                              110 Little Falls Road
                           Fairfield, New Jersey 07004



Fusion Capital Fund II, LLC                                  November 26, 2001
222 Merchandise Mart Plaza, Suite 9-112
Chicago, Illinois  60654

RE:  Unigene Laboratories, INC.

Gentlemen:

     This letter is being delivered to confirm our understanding with respect to
certain matters under that certain Common Stock Purchase Agreement,  dated as of
May 09, 2001 (the "Purchase  Agreement"),  by and between UNIGENE  LABORATORIES,
INC., a Delaware  corporation  (the  "Company")  and FUSION CAPITAL FUND II, LLC
("Fusion"),  with  respect to the  purchase  by Fusion of up to  $21,000,000  of
common stock of the Company.  All capitalized terms used in this letter that are
not defined in this letter  shall have the  meanings  set forth in the  Purchase
Agreement. The Company and Fusion agree as follows:

     1.   Advance of funds by Fusion.

     Fusion  may,  in its sole  discretion,  make cash  advances  to the Company
("Prepaid  Amount") from time to time as an advance against  purchases under the
Purchase  Agreement in amounts agreed to by Fusion and the Company.  The balance
of the Prepaid  Amount will  increase as Fusion  makes any cash  advances to the
Company. The balance of Prepaid Amount will be reduced by the Purchase Amount of
any purchases of Common Stock by Fusion.

     Upon three (3) Trading Days prior  written  notice,  the Company may at any
time repay all or any portion of the Prepaid Amount during which time Fusion may
make purchase of Common Stock under the Purchase Agreement. At any time that the
Prepaid Amount is greater than $0.00,  (i) the Company shall not be permitted to
suspend any  purchases by Fusion or terminate the Purchase  Agreement,  and (ii)
Fusion shall have the right to purchase Common Stock at any time in an amount up
to the then outstanding Prepaid Amount.

     2.   Additional Amendments to Purchase Agreement.

     Section  1(d) of the Purchase  Agreement is hereby  amended by adding a new
Section 1(d)(iii) as follows:

     "(iii)  Suspension  of  Purchase  Obligation.  The Buyer shall not have any
obligation to purchase any Purchase  Shares under this Agreement if the Purchase
Price would be less than $0.25."


                                              UNIGENE LABORATORIES, INC.

                                              By:   /s/ Warren P. Levy
                                                 ------------------------
                                              Name:   Warren P. Levy
                                              Title:    President

ACKNOWLEDGED AND AGREED:
FUSION CAPITAL FUND II, LLC

By:  /s/ Steven G. Martin
   ------------------------
      Steven G. Martin
      A Managing Member