**Exhibit10.3**

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**SECONDAMENDMENT TO EMPLOYMENT AGREEMENT**

 

This Second Amendment to Employment Agreement (the“Amendment”) is made and entered into by and between Enchira BiotechnologyCorporation, a Delaware corporation (the “Company”), and Paul G. Brown, III(the “Employee”), as of this 2nd day of April, 2002, to be effectiveas of January 1, 2002.

 

WHEREAS, the Employee and the Company entered intothat certain Employment Agreement dated July 18, 1995, as amended by thatcertain First Amendment to Employment Agreement dated April 18, 2000(collectively, the “Agreement”), both of which are incorporated herein in theirentirety by reference; and

 

WHEREAS, the Employee and the Company desire tofurther amend the Agreement to revise certain provisions thereof.

 

NOW, THEREFORE, for and in consideration of the mutualcovenants and promises and representations contained herein, and other good andvaluable consideration, the receipt and sufficiency of which are acknowledgedherein, the Company and the Employee agree as follows:

 

1.             Section4.9 of the Agreement is hereby amended by deleting the section in its entiretyand substituting the following in replacement thereof:

 

4.9                                 Inthe event of Employee’s termination of employment from the Company pursuant toSections 4.5 or 4.6 hereof, or in the event that Employee’s employment with theCompany, or successor entity, is terminated within twelve months following aChange in Control, except for Cause, the Company shall be obligated to pay theEmployee severance compensation in the amount of Employee’s then currentsalary  (provided, however, that ifEmployee’s salary was reduced during the past year with his consent, the fullunreduced salary shall be used) and bonus (in the event that such amount is notdeterminable under this Agreement, the last bonus amount paid to Employee underthis Agreement for a twelve month period shall be used), payable in a lump sumon termination, plus continued benefits for the twelve month period followingtermination. In addition, in such instance, all outstanding options to purchasestock of the Company held by Employee and not previously vested (excluding anythat have lapsed, terminated or expired) will vest automatically upon suchtermination, and Employee shall have a period of 90 days to exercise suchoptions.

 

2.             ThisAmendment shall be governed by the laws of the State of Texas.

 

3.             TheAgreement, as amended by this Amendment, supersedes any and all otheragreements, either oral or in writing, between Company and the Employee withrespect to the employment of the Employee by the Company and contains all ofthe representations, covenants and agreements between the Company and theEmployee with respect to such employment. The Agreement, as amended hereby, may not be later modified except by afurther writing signed by the Company and the Employee, and no term of thisAgreement may be waived except by writing signed by the party waiving thebenefit of such term.

 

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4.             Exceptas modified by this Amendment, all other terms of the Agreement shall continuein full force and effect without modification.

 

5.             ThisAmendment may be executed in one or more counterparts, each of which shall bedeemed an original and all of which, taken together, constitute one and thesame instrument.

 

IN WITNESS WHEREOF, the parties have executed thisSecond Amendment to Employment Agreement in duplicate originals, on this 2ndday of April, 2002, to be effective as provided above.

 
|   | ENCHIRA BIOTECHNOLOGY CORPORATION |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ Peter P.  Policastro, Ph.D. |   |
|   |                              | Peter P. Policastro,  Ph.D. |
|   |                              | President and Chief  Executive Officer |
|   |                              |
|   |                              |
|   |   /s/ Paul G.  Brown, III    |   |
|   | Paul G. Brown, III                |

 

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