EXHIBIT 10.8

                              EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of January 1,
2002 (the "Effective Date") between REGENERX BIOPHARMACEUTICALS, INC., a
Delaware corporation (the "Company"), and DR. ALLAN L. GOLDSTEIN (the
"Executive").

                                    RECITALS

WHEREAS, the Executive possesses substantial knowledge and experience with
respect to the Company's business; and

WHEREAS, the Company desires to employ the Executive to have the benefits of his
expertise and knowledge. The Executive, in turn, desires employment with the
Company. The parties, therefore, enter into this Agreement to establish the
terms and conditions of the Executive's employment with the Company.

In consideration of the mutual covenants and representations contained in this
Agreement, the Company and the Executive agree as follows:

1. EMPLOYMENT OF EXECUTIVE; POSITION. The Company agrees to employ the Executive
and the Executive agrees to be employed by the Company as the Chairman and Chief
Scientific Advisor subject to the terms and conditions of this Agreement. The
Executive shall devote such time to the affairs of the Company as is necessary
to perform his duties under this Agreement. The Company recognizes and agrees
that, so long as the Executive shall be reasonably available to perform his
duties hereunder, he may engage in other businesses and may render services to
other persons. In particular, the Company agrees that the Executive may continue
to be employed by the George Washington Universality in Washington, DC (the
"University"), and it is understood that the Executive's activities on behalf of
the Company will not conflict with faculty guidelines with the University. In
addition, the Executive may engage in any activities in the scientific community
that maintain or advance his professional status, such as serving as an officer
in scientific societies, lecturing at academic institutions, authoring papers
and books, and engaging in research collaborations with other professionals so
long as such activities do not conflict with his responsibilities to the
Company.

2. TERM OF EMPLOYMENT AND RENEWAL. The term of Executive's employment under this
Agreement will commence on the Effective Date. Subject to the provisions of
Section 13 of this Agreement, the term of Executive's employment hereunder shall
be for an initial term of three (3) years from the Effective Date (the "Initial
Term"). The Initial Term of this Agreement shall be automatically extended for
successive one (1) year periods (each a "Renewal Period") unless the Company or
the Executive gives written notice to the other at least thirty (30) days prior
to the expiration of the Initial Term, or a Renewal Period, of such party's
election not to extend this Agreement. References herein to the "Term" shall
mean the Initial Term as it may be so extended by one or more Renewal Periods.
The last day of the Term is the "Expiration Date."

3. DUTIES. During the Employment Period, the Executive shall serve as the
Chairman of the Company's Board of Directors and shall perform such duties and
responsibilities as are customarily associated with his position and such other
duties not inconsistent with his title and


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position and as may be assigned to him by the Company. Executive shall act in
conformity with the written and oral policies of the Company and within the
limits, budgets, business plans and instructions as set by its Board of
Directors (the "Board"). Executive shall be subject to the authority of the
Board and the Company's duly appointed officers.

4. PLACE OF EMPLOYMENT. Executive acknowledges that the Company's offices and
headquarters are currently located in the County of Montgomery, State of
Maryland and that shall be the initial site of Executive's employment.

5. OTHER EMPLOYMENT POLICIES. The employment relationship between the parties
shall also be governed by the general employment policies and practices of the
Company, including those relating to protection of confidential information and
assignment of inventions, except that when the terms of this Agreement differ
from or are in conflict with the Company's general employment policies or
practices, this Agreement shall control.

6. COMPENSATION.

   6.1 BASE SALARY. Executive shall receive an annual base salary of One
Hundred and Ten Thousand U.S. Dollars (US$110,000) (the "base salary"), subject
to standard federal and state payroll withholding requirements. The base salary
shall be payable in equal periodic installments which are not less than on a
monthly basis. The base salary shall not be adjusted downward without the
written consent of the Executive, except in a circumstance which is part of a
general reduction or other concessionary arrangement affecting all employees or
affecting senior executive officers.

   6.2 Bonus. The Executive shall be eligible to receive an annual bonus in such
amount as shall be determined in the sole discretion of the Board of Directors
of the Company.

7. STOCK.

   7.1 Stock Options. As of the Effective Date, the Company shall grant the
Executive, pursuant to the Company's 2000 Stock Option and Incentive Plan (the
"Plan"), an option to purchase 300,000 shares of the Company's common stock at a
purchase price equal to the fair market value as determined in accordance with
the Plan and which shall have the terms and conditions set forth in the Plan and
the Company's standard notice of grant which shall be provided to the Executive
upon the date of the stock option grant provided for herein, vesting as long as
the Executive is employed by the Company as to 34% of the option shares on the
first anniversary of the grant, and in twenty-four (24) equal monthly
installments thereafter.

   7.2 ACCELERATION CLAUSE FOR STOCK VESTING. In the event of (a) Executive's
termination without Cause as that term is defined in section 13.2 of this
Agreement; or (b) a Change In Control event as is set forth under Section 12.1
of this Agreement, the Executive's Stock shall be immediately vested and
released from the Company's repurchase option.

8. BENEFITS. Executive shall be entitled to (i) participate in and receive all
standard employee benefits under applicable Company welfare benefits plans and
programs (if and when such benefits are established by the Company) to the same
extent as other senior executives of

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the Company; (ii) participate in all applicable incentive plans, including stock
option, stock, bonus, savings and retirement plans provided by the Company (if
and when such plans are established by the Company), which are offered to senior
executive officers in the company; (iii) receive such perquisites as the Company
may establish from time to time which are commiserate with Executive's position
and comparable to those received by other senior executives of the Company; (iv)
paid vacation of at least four (4) weeks per annum; and (v) holidays, leaves of
absence and leaves for illness and temporary disability in accordance with the
policies of the Company and federal, state and local law.

9.  OUTSIDE ACTIVITIES.

    9.1 OTHER EMPLOYMENT/ENTERPRISE. Except with the prior written consent of
the Board, Executive will not, while employed by the Company undertake or engage
in any other employment,  occupation or business enterprise,  other than ones in
which  Executive  is a passive  investor  or as  permitted  by Section 1 of this
Agreement,  so long as such  activities do not materially  interfere or conflict
with the performance of his duties hereunder.

    9.2 CONFLICTING INTERESTS. Except as permitted by Section 1, while employed
by the Company, Executive agrees not to acquire, assume or participate in,
directly or indirectly, any position, investment or interest known by him to be
adverse or antagonistic to the Company, its business or prospects, financial or
otherwise.

10. PROPRIETARY INFORMATION, NONSOLICITATION, NONCOMPETITION AND INVENTIONS
ASSIGNMENT OBLIGATIONS. As a condition of employment, Executive agrees to
execute and abide by the Proprietary Information, Nonsolicitation,
Noncompetition and Inventions Assignment Agreement attached as Exhibit A to this
Agreement.

11. FORMER EMPLOYMENT

    11.1 NO CONFLICT WITH EXISTING OBLIGATIONS. Executive represents that his
performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any agreement or obligation of any kind made prior
to his employment by the Company, including agreements or obligations he may
have with prior employers or entities for which he has provided services or
continues to provide services. Executive has not entered into, and agrees he
will not enter into, any agreement or obligation either written or oral in
conflict herewith.

    11.2 NO DISCLOSURE OF CONFIDENTIAL INFORMATION. If, in spite of the second
sentence of Section 11.1, Executive should find that confidential information
belonging to any former employer might be usable in connection with the
Company's business, Executive will not intentionally disclose to the Company or
use on behalf of the Company any confidential information belonging to any of
Executive's former employers (except in accordance with agreements between the
Company and any such former employer); but during Executive's employment by the
Company he will use in the performance of his duties all information which is
generally known and used by persons with training and experience comparable to
his own and all information which is common knowledge in the industry or
otherwise legally in the public domain.

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12. CHANGE OF CONTROL.

    12.1 DEFINITION. "Change of Control" shall be deemed to occur upon any of
the following events:

        (A) the dissolution or liquidation of the Company;

        (B) the sale of all or substantially all of the assets of the Company to
an unrelated person or entity;

        (C) a merger, reorganization or consolidation in which the holders of
the Company's outstanding voting power immediately prior to such transaction do
not own a majority of the outstanding voting power of the surviving or resulting
entity immediately upon completion of such transaction;

        (D) the sale of all of the Stock of the Company to an unrelated person
or entity; or

        (E) if any "individual, firm, corporation, or other entity, or any group
(as defined in ss. 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than (1) a trustee or other fiduciary holding securities
of the Company under an employee benefit plan of the Company or (2) the
Executive becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
50% or more of (A) the outstanding shares of common stock of the Company, or (B)
the combined voting power of the Company's then-outstanding securities entitled
to vote generally in the election of directors, or

        (F) any other transaction in which the owners of the Company's
outstanding voting power prior to such transaction do not own at least a
majority of the outstanding voting power of the relevant entity after the
transaction, in each case, regardless of the form thereof.

         12.2 SEVERANCE. In the event the Executive's employment is terminated
without Cause, as defined in Section 13.1 of this Agreement, or the employee
terminates this Agreement for any reason within 12 months after a change of
control event, as defined in Section 12.1, the Company shall pay Executive not
later than thirty (30) days following the date of termination, a lump sum
payment in an amount equal to the Executive's then annual base salary less all
federal and state withholdings, as severance pay ("Severance"). To receive such
payment, the Executive will be required to execute a general release of
liability with the Company substantially in the form attached hereto as Exhibit
B (and as may be amended or modified prior to execution by the Company to comply
with changing laws or legal norms) on or before the effective date of
termination (the "General Release").

13. TERMINATION. The parties acknowledge that Executive's employment with the
Company is at-will. The provisions of Sections 13.1 through 13.5 govern the
amount of compensation, if any, to be provided to Executive upon termination of
employment and do not alter this at-will status.


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   13.1 TERMINATION BY THE COMPANY WITHOUT CAUSE.

        (A) The Company  shall have the right to terminate  Executive's
employment  with the Company at any time without  Cause (as that term is defined
in  section  14.2)  by  giving  notice  as  described  in  Section  13.6 of this
Agreement.

        (B) In the event  Executive's  employment is terminated  without Cause,
the Company shall pay Executive Severance,  provided,  that, the Executive shall
not receive Severance unless and until the General Release becomes effective.

   13.2 TERMINATION BY COMPANY FOR CAUSE.

        (A) The Company, by action of its Board, may terminate the Executive's
employment under this Agreement for Cause at any time by giving notice as
described in Section 13.6 of this Agreement.

        (B) "Cause" for termination means: (i) refusal, failure or neglect to
perform the material duties of his employment under this Agreement (other than
by reason of the Executive's physical or mental illness or impairment); (ii)
committing willful dishonesty, fraud, embezzlement or misconduct with respect to
the business or affairs of the Company; (iii) indictment or conviction of a
felony or of any crime involving dishonesty or moral turpitude; or (iv)
Executive's refusal to abide by or comply with the directives of the Board.

        (C) In the event Executive's employment is terminated at any time with
cause, he will not receive Severance or any further compensation.

   13.3 VOLUNTARY TERMINATION BY EXECUTIVE.

        (A) Executive may voluntarily terminate his employment with the Company
at any time by giving notice as described in Section 13.6.

        (B) In the event Executive voluntarily terminates his employment, he
will not receive Severance or any further compensation.

   13.4 TERMINATION FOR INABILITY TO REGULARLY PERFORM DUTIES.

        (A) Company may terminate Executive in the event of Executive's death,
or any illness, disability or other incapacity in such a manner that Executive
is rendered unable regularly to perform his duties hereunder for more than
either one hundred twenty (120) consecutive days or more than a total of one
hundred eighty (180) days in any consecutive twelve (12) month period, unless
otherwise prohibited by any applicable federal, state, or local law or
ordinance.

        (B) The determination regarding whether Executive is unable regularly to
perform his duties under (a) above shall be made by a doctor mutually acceptable
to the Executive and the Company. Executive's inability to be physically present
on the Company's premises shall not constitute a presumption that Executive is
unable to perform such duties.


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        (C) In the event Executive's employment is terminated due to his
inability to regularly perform his duties under (a) above, then, the Company pay
Executive Severance, provided, that the General Release becomes effective.

   13.5 RESIGNATION BY THE EXECUTIVE FOR GOOD REASON. The Executive may resign
his  employment  for "GOOD REASON" by giving notice as described in Section 13.6
of this Agreement.

        (A) "GOOD REASON" is defined as (i) a material change in Executive's
function, duties, or responsibilities with the Company, which change would cause
Executive's position to become one of lesser responsibility, importance, or
scope from the position and attributes thereof, unless consented to by the
Executive, (ii) a relocation of Executive's principal place of employment by
more than 60 miles from its location at the effective date of this Agreement,
unless consented to by the Executive, (iii) a material reduction in the benefits
and perquisites to the Executive from those being provided as of the effective
date of this Agreement, unless consented to by the Executive, or (iv) any
material failure by the Company to pay or provide the compensation and benefits
under this Agreement except any such circumstance which is part of a general
reduction or other concessionary arrangement affecting all employees or
affecting senior executive officers. In each such event listed in (i) through
(iv) above, the Executive shall give the Company notice thereof which shall
specify in reasonable detail the circumstances constituting Good Reason, and
there shall be no Good Reason with respect to any such circumstances cured by
the Company within thirty (30) days after such notice.

        (B) In the event of Executive's resignation with Good Reason, the
Company shall pay Executive Severance, provided that the General Release becomes
effective.

        (C) If the Executive terminates employment for any reason other than
those listed in Section 13.5(a), the termination will not be for Good Reason and
the Executive will not be entitled to Severance or any further compensation.

   13.6 NOTICE; EFFECTIVE DATE OF TERMINATION. Termination of Executive's
employment pursuant to this Agreement shall be effective on the earliest of:

        (A) thirty (30) days after Executive, for any reason, gives written
notice to the Company of his termination;

        (B) thirty (30) days after the Company, for any reason, gives written
notice to Executive of his termination;

        (C) Executive will receive compensation through the 30-day notice period
in the event of termination for any reason. However, the Company reserves the
right to require that the Executive not perform any services or report to work
during the 30-day notice period.

14. NOTICES. Any notices provided hereunder must be in writing and shall be
deemed effective upon the earlier of personal delivery (including personal
delivery by hand, telecopier, or telex) or the third day after mailing by first
class mail, to the Company at its primary office location and to Executive at
his address as listed on the Company payroll.

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15. VALIDITY; COMPLETE AGREEMENT. This Agreement and its Exhibit constitute the
entire agreement between Executive and the Company. This Agreement is the
complete, final, and exclusive embodiment of their agreement with regard to this
subject matter and supercedes any prior oral discussions or written
communications and agreements. This Agreement is entered into without reliance
on any promise or representation other than those expressly contained herein,
and it cannot be modified or amended except in writing signed by an authorized
officer of the Company.

16. WAIVER. If either party should waive any breach of any provisions of this
Agreement, he or it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.

17. SEVERABILITY. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.

18. AMENDMENT. This Agreement shall not be modified or amended except by written
agreement of the parties hereto.

19. CHOICE OF LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the law of the State of Maryland regardless of the
choice of law provisions of the State of Maryland or any other jurisdiction. The
Parties consent to the exclusive jurisdiction of the federal and state courts in
Maryland.

20. ARBITRATION OF DISPUTES. Any controversy or claim arising out of this
Agreement or any aspect of the Executive's relationship with the Company
including the cessation thereof shall be resolved by arbitration in accordance
with the then existing Employment Dispute Resolution Rules of the American
Arbitration Association, in Montgomery County, Maryland, and judgment upon the
award rendered may be entered in any court having jurisdiction thereof. The
parties shall split equally the costs of arbitration, except that each party
shall pay its own attorneys' fees. The parties agree that the award of the
arbitrator shall be final and binding.

21. INDEMNIFICATION. During the term of this Agreement, the Executive shall be
entitled to coverage under any liability insurance procured by Company to the
same extent as other senior executives at the Company.

22. COUNTERPART. This Agreement may be executed in any number of counterparts,
all of which shall be considered one and the same agreement.

23. DELAY; PARTIAL EXERCISE. No failure or delay by any party in exercising any
right, power or privilege under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.


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<PAGE>

24. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Executive and the Company, and their respective
successors, assigns, heirs, executors and administrators, except that Executive
may not assign any of his duties hereunder and he may not assign any of his
rights hereunder without the written consent of the Company, which shall not be
withheld unreasonably.

25. ADVICE OF COUNSEL. The Executive and the Company hereby acknowledge that
each party has had adequate opportunity to review this Agreement, to obtain the
advice of counsel with respect to this Agreement, and to reflect upon and
consider the terms and conditions of this Agreement. The parties further
acknowledge that each party fully understands the terms of this Agreement and
has voluntarily executed this Agreement. The Company shall pay the legal fees
and costs incurred by the Executive in connection with the negotiation and
preparation of this Agreement, upon the presentation of invoices in appropriate
form.

26. HEADINGS. The headings of the sections hereof are inserted for convenience
only and shall not be deemed to constitute a part hereof nor to affect the
meaning thereof.



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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.

                                       "EXECUTIVE"
                                       Dr. Allan L. Goldstein


                                       /s/ Allan L. Goldstein
                                       -----------------------------------------
                                       By: Dr. Allan L. Goldstein



                                       "THE COMPANY"
                                       RegeneRx Biopharmaceuticals, Inc.

                                       /s/ J.J. Finkelstein
                                       -----------------------------------------
                                       By:
                                       Title: President & CEO



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<PAGE>




                                    EXHIBIT B
                    NON-COMPETITION, PROPRIETARY INFORMATION
                            AND INVENTIONS AGREEMENT

        As a condition of my employment, and in consideration of the
compensation now and hereafter paid to me, by RegeneRx Biopharmaceuticals, Inc.,
a Delaware corporation (the "COMPANY"), I, Dr. Allan L. Goldstein, agree to the
following:

1.     MAINTAINING CONFIDENTIAL INFORMATION

       (A) COMPANY INFORMATION. I agree at all times during the term of my
employment and thereafter to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation, without the written authorization of the Board of Directors of the
Company, any trade secrets, confidential knowledge, data or other proprietary
information of the Company. By way of illustration and not limitation, this
shall include information relating to products, processes, know-how, designs,
formulae, methods, samples, developmental or experimental work, improvements,
discoveries, plans for research and new products, plans for marketing and
selling, business plans, budgets and unpublished financial statements, licenses,
prices and costs, suppliers and customers, and information regarding the skills
and compensation of other employees of the Company.

       (B) FORMER EMPLOYER INFORMATION. I agree that I will not, during my
employment with the Company, improperly use or disclose any proprietary
information or trade secrets of my former or concurrent employers or companies,
if any, and that I will not bring onto the premises of the Company any
unpublished documents or any property belonging to my former or concurrent
employers or companies unless previously and specifically consented to in
writing by the particular employer or company.

       (C) THIRD PARTY INFORMATION. I recognize that the Company has received
and in the future will receive confidential or proprietary information from
third parties subject to a duty on the Company's part to maintain the
confidentiality of such information and, in some cases, to use it only for
certain limited purposes. I agree that I owe the Company and such third parties,
both during the term of my employment and thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence and not to,
except as is consistent with the Company's agreement with the third party,
disclose it to any person, firm or corporation or use it for the benefit of
anyone other than the Company or such third party, unless expressly authorized
to act otherwise by an officer of the Company.

2.     ASSIGNMENT OF INVENTIONS AND ORIGINAL WORKS

       (A) INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE COMPANY. I agree that
I will make prompt written disclosure to the Company, will hold in trust for the
sole right and benefit of the Company, and hereby assign to the Company all my
right, title and interest in and to any ideas, inventions, original works of
authorship, developments, improvements or trade secrets (i) which I may solely
or jointly conceive or reduce to practice, or cause to be conceived or reduced

<PAGE>


to practice, during the period of my employment with the Company, or (ii) which
I previously or jointly conceived or reduced to practice as a result of any work
performed by me in any prior relationship with the Company, or which I
previously developed at any time after I first entered into such relationship
with the Company, using the Company's equipment, supplies, facilities, trade
secrets or inventions.

Notwithstanding the foregoing, the Company recognizes and agrees that as of the
date of this Agreement, I have certain right, title or interest in and to
certain discoveries, inventions, improvements, patents (and applications
therefore), copyrights, ideas, know-how, laboratory notebooks, creations or
properties. The Company agrees that any right, title or interest in any
discoveries, inventions, improvements, patents (and applications therefore),
copyrights, ideas, know-how, laboratory notebooks, creations or properties to
which I am entitled as of the date of this Agreement shall remain my exclusive
property and the Company shall have no interest therein. The Company also
recognizes that I am subject to certain agreements, specifically agreements with
Hoffmann-La Roche, Inc., The George Washington University and the University of
Texas, under which Hoffmann-La Roche, Inc., The George Washington University and
the University of Texas may have certain right, title, and interest in and to
discoveries, inventions, improvements, patents (and applications therefore),
copyrights, ideas, know-how, laboratory notebooks, creations or properties
discovered or developed by me. However, to the extent that I, during the term of
employment with the Company, acquire any right, title or interest in and to any
discoveries, inventions, improvements, patents (and applications therefore),
copyrights, ideas, know-how, laboratory notebooks, creations or properties
arising from or, in any way related to, my services for the Company, those
proprietary rights shall become and remain the exclusive property of the
Company, and I shall have no interests therein.

          (B) OBTAINING LETTERS PATENT, COPYRIGHT REGISTRATIONS AND OTHER
PROTECTIONS.

              (I) I will assist the Company in every proper way to obtain and
enforce United States and foreign proprietary rights relating to any and all
inventions, original works of authorship, developments, improvements or trade
secrets of the Company in any and all countries. To that end I will execute,
verify and deliver (A) such documents and perform such other acts (including
appearing as a witness) as the Company may reasonably request for use in
applying for, obtaining, perfecting, evidencing, sustaining and enforcing such
proprietary rights and the assignment thereof and (B) assignments of such
proprietary rights to the Company or its designee.

              (II) My obligation to assist the Company with respect to
proprietary rights in any and all countries shall continue beyond the
termination of my employment, but the Company shall compensate me at a
reasonable rate after my termination for the time actually spent by me at the
Company's request on such assistance.

              (III) In the event the Company is unable for any reason, after
reasonable effort, to secure my signature on any document needed in connection
with the actions specified in the preceding paragraph, I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney-in-fact, to act for and on my behalf to execute, verify
and file any such documents and to do all other lawfully permitted acts to
further the purposes of the preceding paragraph with the same legal force and
effect as if executed by

<PAGE>

me. Such appointment is coupled with an interest. I hereby waive and quitclaim
to the Company any and all claims of any nature whatsoever which I now or may
hereafter have for infringement of any proprietary rights assigned to the
Company.

          (C) OBLIGATION TO KEEP THE COMPANY INFORMED. In addition to my
obligations under paragraph 2(b) above, during the period of my employment and
for one year after termination of my employment for any reason, I will promptly
disclose to the Company fully and in writing all patent applications filed by me
or on my behalf that relates to any known proprietary rights generally used by
the Company as of such date.

3.     NO CONFLICTS OR SOLICITATION

I agree that during the period of my employment by the Company I will not,
without the Company's express written consent, engage in any other employment or
business activity directly related to the business in which the Company is now
involved or becomes involved, nor will I engage in any other activities which
conflict with my obligations to the Company. For the period of my employment by
the Company and for one year after the date of termination of my employment by
the Company I will not (a) induce any employee of the Company to leave the
employ of the Company or (b) solicit the business (as it relates to the business
in which the Company is now involved or becomes involved) of any client or
customer of the Company (other than on behalf of the Company). If any
restriction set forth in this section is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range of
activities or geographic area as to which it may be enforceable.

4.     COVENANT NOT TO COMPETE

       (A) Without the prior written consent of the Company, for the period of
my employment by the Company and for one year following my termination, I will
not directly or indirectly engage in (whether as an employee, consultant,
proprietor, sales representative, partner, director or otherwise), or have any
ownership interest in, or participation the financing, operation, management or
control of, any person, firm, corporation or business that engages in a
"Restricted Business" in a "Restricted Territory" (as defined below). It is
agreed that ownership of no more than one percent of the outstanding voting
stock of a publicly traded corporation shall not constitute a violation of this
provision or require prior written consent of the Company.

       (B)  As used herein, the terms:

            (I) "RESTRICTED BUSINESS" shall mean any business selling any
products or services in competition with the business of the Company and its
affiliates, as of the date hereof and/or as of the date of my termination of
employment.

             (II) "RESTRICTED TERRITORY" shall mean Montgomery County, Maryland.

       (C) If any restriction set forth in this section is found by any court
of competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over



<PAGE>

the maximum period of time, range of activities or geographic area as to which
it may be enforceable.

5.        NO CONFLICTING OBLIGATIONS

I represent that my performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement or obligation
of mine relating to any time prior to my employment by the Company. I have not
entered into, and I agree I will not enter into, any agreement either written or
oral in conflict with this Agreement or my employment.

6.        RETURN OF COMPANY DOCUMENTS

When I leave the employ of the Company, I will deliver to the Company (and will
not keep in my possession, recreate or deliver to anyone else) any and all
devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, other
documents or property, together with all copies thereof (in whatever medium
recorded) belonging to the Company, its successors or assigns whether kept at
the Company, home or elsewhere. I further agree that any property situated on
the Company's premises and owned by the Company, including disks and other
storage media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time with notice.

7.       NOTIFICATION OF NEW EMPLOYER

In the event that I leave the employ of the Company, I hereby consent to the
Company's notification of my new employer of my rights and obligations under
this Agreement.

8.       LEGAL AND EQUITABLE REMEDIES

Because my services are personal and unique and because I may have access to and
become acquainted with the proprietary information of the Company, the Company
shall have the right to enforce this Agreement and any of its provisions by
injunction, specific performance or other equitable relief, without bond and
without prejudice to any other rights and remedies that the Company may have for
a breach of this Agreement. In the event any litigation or other proceedings
brought by any party to enforce its rights hereunder, the prevailing party shall
be entitled to recover and shall be awarded its reasonable attorneys fees.

9.       GENERAL PROVISIONS

         (A) NOT AN EMPLOYMENT CONTRACT. I agree and understand that nothing in
this Agreement shall confer any right with respect to continuation of my
employment by the Company, nor shall it interfere in any way with my right or
the Company's right to terminate my employment at any time, with or without
cause.

         (B) GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement
will be governed by and construed according to the laws of the State of
Maryland, excluding conflicts of laws principles. I hereby expressly consent to
the personal jurisdiction of the state and federal courts located in Montgomery
County, Maryland for any lawsuit filed there against me by the Company arising
from or relating to this Agreement.


<PAGE>

         (C) ENTIRE AGREEMENT. This Agreement, and Exhibit A attached hereto and
hereby incorporated herein, sets forth the final, complete and exclusive
agreement and understanding between the Company and me relating to the subject
matter hereof and supersedes all prior and contemporaneous understandings and
agreements relating to its subject matter. No modification of or amendment to
this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing with a specific reference to this Agreement and
signed by both the Company and me. Any subsequent change or changes in my
duties, salary or compensation will not affect the validity or scope of this
Agreement.

         (D) SEVERABILITY. If one or more of the provisions in this Agreement
are deemed unenforceable by law, then the remaining provisions will continue in
full force and effect.

         (E) SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors and its assigns.

         (F) SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the Company
to any successor in interest or other assignee.

         (G) WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any
other right. The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.

         (H) NOTICE. All notices required or permitted hereunder shall be given
to the appropriate party at the address specified below or at such other address
as the party shall specify in writing. Such notice shall be deemed given upon
personal delivery or, if sent by certified or registered mail, postage prepaid,
five days after the date of mailing.

                      [SIGNATURE PAGE FOLLOWS ON NEXT PAGE]


<PAGE>

         This Agreement shall be effective as of the first day of my employment
with the Company, namely: January 1, 2002.

         I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MADE
IN MY PRIOR RELATIONSHIPS WITH THE COMPANY OR DURING MY EMPLOYMENT, RESTRICTS MY
RIGHT TO DISCLOSE OR USE THE COMPANY'S PROPRIETARY INFORMATION DURING OR
SUBSEQUENT TO MY EMPLOYMENT, AND RESTRICTS MY RIGHTS TO COMPETE WITH THE
COMPANY.

         I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

Date:  January 1, 2002                           /s/ Allan L. Goldstein
                                       -----------------------------------------
                                                 Dr. Allan L. Goldstein




ACCEPTED AND AGREED TO:

REGENERX BIOPHARMEUCETICALS, INC.

By:  /s/ J.J. Finkelstein
     ---------------------------------------
     J.J. Finkelstein
     Chief Executive Officer