EXHIBIT 10.11

                            STOCK PURCHASE AGREEMENT

            THIS STOCK PURCHASE  AGREEMENT (the "Agreement") is made and entered
into as of the 5th day of May,  2003 by and among  Molichem  Medicines,  Inc., a
Delaware  corporation  with its principal place of business at 100 Europa Drive,
Suite 421,  Chapel Hill,  North Carolina 27517 ("MMI");  Gilles Cloutier with an
address at 100 Chestnut Road,  Chapel Hill,  North Carolina 27514  ("Cloutier");
and the Purchasers  listed on Schedule A attached  hereto and made a part hereof
(singly and collectively referred to herein as the "Purchasers")

                                    PREAMBLE

            WHEREAS,  MMI,  through its operating  subsidiary  Molichem R&D Inc.
("MRD") is engaged in the discovery, development and marketing of pharmaceutical
products for the treatment of serious respiratory and related conditions; and

            WHEREAS,  MMI has been unable to  adequately  fund and  complete the
development of its proposed products; and

            WHEREAS,  MMI has had no  operating  revenues  from  the sale of its
products since inception,  has incurred  substantial  losses from operations and
anticipates  that  operating  losses will continue and could increase until such
time, if ever,  that its compounds are  developed,  approved,  and  successfully
marketed; and

            WHEREAS, all of MRD's issued and outstanding shares of capital stock
are owned by MMI (the "MRD Shares");

            WHEREAS, the Purchasers have delivered $100,000 in escrow with MMI's
corporate  and  securities  counsel to fund  certain  expenses  relating  to the
corporate reorganization of MMI which will, among other things, involve the sale
of MRD; and

            WHEREAS, MMI has agreed to issue an aggregate of five million,  five
hundred  thousand  (5,500,000)  shares  of its  restricted  common  stock to the
Purchasers in consideration  thereof in accordance with the terms and conditions
of this agreement.

            NOW,  THEREFORE,  in  consideration  of  the  premises,  and  of the
promises, covenants and conditions contained herein, the parties intending to be
legally bound, hereby agree as follows:

<PAGE>

                                   WITNESSETH:

                                    ARTICLE 1

                                     CLOSING

            The  issuance  of the MMI Shares  shall take place at the offices of
Kaplan Gottbetter & Levenson,  LLP, 630 Third Avenue,  New York, New York 10017,
or such other place as the  parties  may  mutually  agree (the  "Closing").  The
Closing  shall  take  place  upon the  execution  of this  Agreement  or as soon
thereafter as is  practicable.  The date on which the Closing occurs is referred
to herein at the Closing Date. At the Closing:

            (a) Gilles  Cloutier  shall be  appointed  as sole officer of MMI in
conjunction with the  resignations of Luis Molina as  president/CEO  and Richard
Martin as CFO.  Mr.  Cloutier  shall assume the  positions  of MMI's  president,
secretary,  treasurer,  and chief executive,  financial, and accounting officer.
Gilles  Cloutier  shall  also  be  appointed  to  the  MMI  board,   which  upon
effectiveness of such appointment will consist of Luis Molina, Ronald Keeney and
Gilles Cloutier.

            (b) An aggregate of 5,500,000  shares (the "Funding  Shares") of MMI
restricted  common stock shall be issued to the Purchasers in  consideration  of
their $100,000  funding of MMI's  reorganization.  The Funding Shares shall have
anti-dilution   rights   with   respect   to  any   reverse   stock   splits  or
recapitalizations  effected  by MMI  within one year of this  Agreement.  In the
event any reverse stock splits or  recapitalizations  are effected by MMI within
such one year period,  the Funding  Shares will not be reduced in number by more
than 50%,  such that at the end of the one year  period,  the  number of Funding
Shares outstanding shall not have been reduced to less than 2,750,000.

                                    ARTICLE 2

                           EXEMPTION FROM REGISTRATION

            (a)  The  Purchasers   hereby  represent,   warrant,   covenant  and
acknowledge that:

                        (1) The Funding  Shares are being issued to them without
            registration under the provisions of Section 5 of the Securities Act
            of 1933, as amended (the "Act"),  pursuant to the exemption provided
            pursuant to Sections 4(2) thereof;

                        (2) The  Purchasers are acquiring the Funding Shares for
            investment  purposes  only,  and not with a view to further  sale or
            distribution.

                                    ARTICLE 3
                REPRESENTATIONS, WARRANTIES AND COVENANTS OF MMI

            MMI hereby  represents,  warrants and  covenants to Cloutier and the
Purchasers as follows:

            (a) MMI is a corporation duly organized,  validly  existing,  and in
good  standing  under  the laws of the  State  of  Delaware,  and has the  legal
capacity and all  necessary  corporate  authority to enter into and perform this
Agreement and to consummate the transactions contemplated hereby;

            (b) As soon as practicable following the Closing, MMI shall transfer
and assign all of its assets  and  liabilities  to MRD,  at which time MRD shall
have good and marketable title to all of its assets free and clear of all liens,
claims, charges, and any other encumbrances.

<PAGE>

            (c)  At  the  Closing,   MMI  and  MRD  shall  have  no  outstanding
subscriptions,  options,  warrants,  or other convertible  securities that could
result in an obligation to issue  additional  capital stock of MMI or MRD except
as otherwise set forth in Schedule 3(c);

            (d) This Agreement has been duly authorized,  executed and delivered
by MMI and constitutes a legal, valid and binding obligation of MMI, enforceable
against MMI in accordance with its terms;

            (e) There is no  litigation  or  proceeding  pending or, to the best
knowledge of MMI threatened, against MRD or MMI or the properties of MRD or MMI;

            (f) MMI and MRD have filed  (except  for 2002 tax  returns for which
extension requests have been filed) with the appropriate  governmental  agencies
all tax returns and tax reports  required to be filed;  all  Federal,  state and
local income,  franchise,  sales,  use,  occupation or other taxes due have been
fully  paid or  adequately  reserved  for;  and MMI or MRD is not a party to any
action or proceeding by any governmental  authority for assessment or collection
of taxes, nor has any claim for assessments been asserted against MMI or MRD;

            (g)  There  are   presently  no  contingent   liabilities,   factual
circumstances,  contractually  assumed obligations or unasserted possible claims
which are known to MMI,  which might result in a material  adverse change in the
future financial condition or operations of MMI;

            (h) Immediately prior to Closing, there will be 18,679,287 shares of
MMI common stock issued and outstanding.

                                    ARTICLE 4
          REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLOUTIER AND THE
                                   PURCHASERS

            Cloutier and the Purchasers  hereby  represent and warrant to MMI as
follows:

            (a) They have all necessary authority to enter into and perform this
Agreement and to consummate the transactions contemplated hereby;

            (b) This Agreement constitutes a legal, valid and binding obligation
of each of Cloutier and the  Purchasers,  enforceable  against  Cloutier and the
Purchasers in accordance with its terms;

                                    ARTICLE 5
                                     NOTICE

            All notices,  demands or other  communications given hereunder shall
be in writing and shall be deemed to have been duly given when  received if sent
by fax or overnight courier, and if mailed shall be deemed to have been given on
the first  business day after mailing by United  States  registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

            To Cloutier and/or         Gilles Cloutier
            the Purchasers             100 Chestnut Road
                                       Chapel Hill, North Carolina 27514
                                       Telephone: (919) 942-4245
                                       Facsimile:  (919) 933-0664

<PAGE>

            with a copy to:            Kaplan Gottbetter & Levenson, LLP
                                       630 Third Avenue
                                       New York, NY 10017
                                       Attention: Adam S. Gottbetter

            To MMI:                    c/o Dr. Luis Molina
                                       100 Europa Drive, Suite 421
                                       Chapel Hill, North Carolina 27517
                                       Telephone: (919) 960-0217
                                       Facsimile:  (919) 929-3447

                                    ARTICLE 6
                                  MISCELLANEOUS

            (a) Each of MMI,  Cloutier  and the  Purchasers  agrees to take such
actions as are  reasonably  necessary to carry out the intentions of the parties
under this  Agreement,  including  but not limited to the prompt  execution  and
delivery  of any  documents  reasonably  necessary  to carry out and perform the
terms or intention of this Agreement.

            (b) Certain  costs and  expenses  incurred in  connection  with this
Agreement and the transactions  contemplated hereby shall be paid from an escrow
account held by Kaplan Gottbetter & Levenson, LLP, as previously agreed.

            (c) This Agreement  shall be governed by and construed in accordance
with the laws of the State of New York,  without  regard to conflicts of laws of
principles  and  each  party  hereby  agrees  that  all   performances  due  and
transactions  undertaken pursuant to this Agreement shall be deemed to be due or
have occurred in New York, and the exclusive venue and place of jurisdiction for
any litigation  arising from or related to this Agreement  shall be the state or
federal courts located in the State and County of New York.

            (d) The headings used in this Agreement are for convenience only, do
not form a part of this  Agreement,  and shall not affect in any way the meaning
or interpretation of this Agreement.

            (e) This Agreement may be executed in one or more counterparts which
when taken together shall constitute one agreement.

            (f) This Agreement is intended for the benefit of the parties hereto
and is not for the benefit of, nor may any provisions  hereof be enforced by any
other person, firm or entity.

            (g) This  Agreement  may be amended,  modified and  supplemented  in
writing only by the mutual consent of the parties hereto.

            (h) This Agreement and all of the provisions hereof shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  permitted  assigns,  but neither this  Agreement nor any of the
rights,  interests  or  obligations  hereunder  shall be  assigned by any of the
parties hereto without the prior written  consent of the other parties,  and any
attempts to do so without the consent of the other  parties shall be void and of
no effect.

<PAGE>

            (i) In the event any party breaches the terms of this Agreement, the
non-breaching parties shall be entitled to the recovery of their attorney's fees
and other  professional  costs  and fees  incurred  in  enforcing  their  rights
hereunder.

            (j) This writing  constitutes the entire agreement and understanding
between the parties hereto with respect to the subject matter contained  herein.
Neither  party is relying on any  representation  or statement  not contained in
this  writing.  This  Agreement  supercedes  and  cancels  any prior  agreements
relating to the subject matter contained herein.

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

MOLICHEM MEDICINES, INC.                          THE PURCHASERS:

By:  /S/ LUIS MOLINA                              /S/ JEAN GUY LAMBERT

        Name:   Luis Molina, PhD.                 Jean Guy Lambert
        Title:     President

                                                  GROUP INTERCAPITAL, INC.

        /S/ GILLES CLOUTIER                 By:   /S/ CLAUDE GENDRON
        ----------------------------              ------------------------
        Gilles Cloutier                     Claude Gendron, President

                                                  GESTION CM 2000 INC.

                                            By:   /S/ CHANTAL LAMBERT

                                                  Chantal Lambert, President

                                                  /S/ DAVID LAMBERT

                                                  David Lambert

                                                  /S/ CHANTAL LAMBERT

                                                  Chantal Lambert

<PAGE>

                                   SCHEDULE A

NAME                                     NUMBER OF FUNDING SHARES
-------------------------------------    -----------------------------
Gestion CM 2000, Inc.                    500,000
c/o Jean Guy Lambert
1801 McGill College Avenue Suite 1260
Montreal, Quebec H3A 2N4

David Lambert                            500,000
26 Brendan Road
East York, Toronto M4G 2X1

Chantal Lambert                          500,000
600 Du Muscadet
Rosemere, Quebec J7A 4W8

Jean Guy Lambert                         1,250,000
1801 McGill College Avenue
Suite 1260
Montreal, Quebec H3A 2N4

Group Intercapital, Inc.                 2,750,000
300 St. Sacrement Street
Suite 414
Montreal, Quebec H24 1X4

TOTAL                                    5,500,000

<PAGE>

                                  SCHEDULE 3(C)

  LIST OF MOLICHEM MEDICINES, INC. OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS
                   OR OTHER CONVERTIBLE SECURITIES AT CLOSING

<TABLE>
<CAPTION>
STOCK OPTIONS:
NAME                        NUMBER OF OPTIONS            EXERCISE PRICE         EXERCISE PERIOD
----                        -----------------            --------------         ---------------
<S>                         <C>                          <C>                    <C>
Luis Molina                 220,000                      $1.50                  Through 1/29/11
Gilles Cloutier             550,000                      $1.50                  Through 1/18/06 (200,000); Through
                                                                                6/21/11 (350,000)
Jacques Gagne               100,000                      $1.50                  Through 1/18/06
Terry Williams              214,445                      $1.50                  Through 1/29/11
Ron Keeney                  161,805                      $.01 (20,138);         Through 9/9/07 (20,138); Through
                                                         $1.50 (141,667)        1/18/06 (100,000); Through 9/16/11
                                                                                (41,667)
Vatche Tchakamakian         150,000                      $1.50                  Through 1/18/06
Jean Guy Lambert            100,000                      $1.50                  Through 1/18/06
Claude Gendron              100,000                      $1.50                  Through 1/18/06
Richard Franco              20,864                       $.01                   Through 9/9/07
Richard Martin              20,000                       $3.50                  Through 6/30/05
John Dilberger              49,382                       $.01                   Through 9/9/07
F. Ronald Stanton           30,864                       $.01                   Through 9/9/07
Read McNamara               28,000                       $1.50                  Through 1/18/06
Caroline Rockafellow        10,000                       $1.50                  Through 6/26/11
Paul Mahon                  10,000                       $1.50                  Through 6/26/11
Mary Jane Swing             2,500                        $3.50                  Through 6/20/11
                            ---------------------
TOTAL                       1,767,860
</TABLE>

     LIST OF MOLICHEM R&D, INC. OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS
                   OR OTHER CONVERTIBLE SECURITIES AT CLOSING

                                      None.