EXHIBIT 2

                                IRREVOCABLE PROXY


          The undersigned stockholder of Lipid Sciences, Inc., a Delaware
corporation (the "Company"), hereby irrevocably (to the fullest extent permitted
by law) appoints the Director Parties (as defined in the Agreement (as defined
below)), and each of them, as the sole and exclusive attorneys and proxies of
the undersigned, with full power of substitution and resubstitution, to vote and
exercise all voting and related rights (to the full extent that the undersigned
is entitled to do so) with respect to all of the shares of the Company that now
are or hereafter may be beneficially owned by the undersigned, and any and all
other shares or securities of the Company issued or issuable in respect thereof
on or after the date hereof, other than such shares sold in accordance with
Section 4.01 of the Agreement (collectively, the "Shares"), in accordance with
the terms of this Proxy. The Shares beneficially owned by the undersigned
Stockholder of the Company as of the date of this Proxy are listed on the final
page of this Proxy. Upon the undersigned's execution of this Proxy, any and all
prior proxies given by the undersigned with respect to any Shares are hereby
revoked and the undersigned agrees not to grant any subsequent proxies with
respect to the Shares until after the Expiration Date (as defined below).

          This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to that certain Proxy,
Standstill and Release Agreement of even date herewith by and among certain
members of the Board of Directors of the Company, the Company, the undersigned
stockholder and certain other stockholder of the Company (the "Agreement"), and
is granted in consideration of the Director Parties and the Company entering
into that certain Agreement. As used herein, the term "Expiration Date" shall
mean the day immediately after which the 2004 Annual Meeting of the Company is
finally adjourned (such final adjournment meaning that all business at the
meeting has been finally concluded and no further business is to be transacted).

          The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents) at every annual, special or adjourned meeting of stockholders
of the Company and any other matter to be presented at such meeting, except as
otherwise may be required under the Delaware General Corporation Law, federal
securities laws, the listing requirements of the exchange on which the common
stock of the Company is then listed or the rules of automated quotation system
on which the common stock of the Company is then quoted and except with respect
to a vote of the stockholders of the Company to remove Bill E. Cham, Ph.D. as a
director of the Company.

          Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.


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          This Proxy is irrevocable (to the fullest extent permitted by law).
This Proxy shall terminate, and be of no further force and effect, automatically
upon the Expiration Date.


Dated:  December 2, 2002


                             KAI INTERNATIONAL, LLC

                             Signature of Stockholder:  /s/ Bill E. Cham
                                                       ------------------------

                             Signature of Stockholder:  /s/ Tania R. Chase
                                                       ------------------------

                             Print Name of Stockholder: Bill Elliot Cham
                                                        -----------------------

                             Print Name of Stockholder: Tania R. Chase
                                                        -----------------------

                             Shares of Company Common Stock beneficially owned:

                                  4,755,013    shares of Company Common Stock
                                  ---------
                                               shares of Company Common Stock
                                  ---------    issuable upon exercise of
                                               outstanding options or warrants




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