EXHIBIT 10.1

                  SECOND AMENDED AND RESTATED LICENSE AGREEMENT

This Second Amended and Restated License Agreement ("Agreement"), effective this
31st day of July,  2007 is  between  the  University  of  Chicago,  an  Illinois
not-for-profit corporation  ("UNIVERSITY"),  having its principal office at 5555
S.  Woodlawn  Avenue,  Chicago,  IL  60637  and  Opexa  Therapeutics,   a  Texas
Corporation  ("LICENSEE")  having its principal office at 2635 N. Crescent Ridge
Drive, The Woodlands,  Texas 77381. Each hereunder may be referred to separately
as the ("Party"), or together as the ("Parties"). The Parties agree:

1. RECITALS.

     A.   To the best of the UNIVERSITY's  knowledge at the date of execution of
          this Agreement, the inventions identified in Schedule A were conceived
          or first reduced to practice by the  UNIVERSITY as Operator of Argonne
          National  Laboratory  (ANL) in the  performance of work under its U.S.
          Department  of  Energy  (DOE)  Prime  Contract  No.   W-31-109-ENG-38.
          Pursuant  to  terms  of the  DOE  Contract  and 35  USC  200 et  seq.,
          UNIVERSITY has acquired certain rights in and to said inventions.

     B.   LICENSEE,  a  business  entity  specializing  in  the  development  of
          therapeutic  products,  is interested in acquiring  certain  rights to
          said inventions.

     C.   UNIVERSITY is willing to grant such rights so that said inventions may
          be  developed  and used to the  fullest  extent for the benefit of the
          U.S. economy and the general public.

     D.   The  Parties  agree that this  Agreement  is the entire  understanding
          between the Parties and  supersedes  all previous  understandings  and
          agreements,  including the license agreement  executed on December 30,
          2004 (the "First Amended and Restated License  Agreement") between the
          Parties.  The First Amended and Restated  License  Agreement is hereby
          terminated upon the date of execution of this Agreement.

2.   DEFINITIONS.  The following  capitalized terms used in this Agreement shall
     mean:

     A.   "Affiliate"  means,  as to any person or entity,  any other  person or
          entity, which directly or indirectly controls,  is controlled by or is
          under common  control with the Party.  Control shall mean the right to
          control,  or actual  control  of,  management  of such  other  entity,
          whether by ownership of voting securities, by agreement, or otherwise,
          or the direct or indirect  ownership of the maximum percentage of such
          stock  permitted  under local laws or regulations  in those  countries
          where  fifty  percent  (50%)  ownership  by a  foreign  entity  is not
          permitted.

     B.   "Calendar Quarter" means each of the four,  three-month periods ending
          on March 31st, June 30th, September 30th, and December 31st.

     C.   "Calendar Year" means the twelve-month period ending on December 31st.

     D.   "Effective Date" means the date appearing in line 1 of this Agreement.

     E.   "Field" means all fields of use within the diagnosis of, production of
          therapeutics  for, or treatment of diseases and/or disorders in humans
          and the use in animals only for the  development  of such  products or
          applications  in  humans.  The Field  includes  making  stem cells and
          banking of stem cells for such purpose and diagnostics,  drug testing,
          therapeutics  and  screening  of  small  molecules,  proteins,  and/or
          peptides that may cause  differentiation of stem cells in vitro and/or
          in vivo and the stem cells themselves.

     F.   "Licensed Patents" means the patents and patent applications listed on
          Schedule  A  and  attached   hereto,   including  all   continuations,
          divisionals,  and  corresponding  foreign patent  applications and any
          patents  that  may  issue   therefrom  and  any  reissues,   renewals,
          reexaminations, substitutions, or extensions of or to any such patents
          or patent applications.


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     G.   "Licensed  Product(s)"  means any product  covered by the scope of any
          Valid Claim  contained in any  Licensed  Patent or a product made by a
          process,  method or technique  covered by the scope of any Valid Claim
          in any Licensed  Patent or methods of using any product covered by the
          scope of any Valid Claim contained in any Licensed Patent.

     H.   "Licensed Method(s)" means any method,  procedure or process whose use
          or  practice  is within the scope of any Valid  Claim of any  Licensed
          Patents  including but not limited to any service or part of selling a
          service,  licensing  a  method  of  use or  other  means  of  deriving
          commercial benefit from Licensed Products.

     I.   "Net Sales" means the gross sales of Licensed  Product(s) and Licensed
          Method(s) sold or otherwise  distributed  in the  Territory,  less the
          following  amounts  directly  chargeable to such sales as indicated on
          individual invoices:

          i.   Customary trade,  quantity or cash discounts and rebates actually
               allowed and taken;
          ii.  Amounts  repaid or credited to customers on account of rejections
               or returns; and
          iii. Freight  and  other  transportation  costs,  including  insurance
               charges,  and duties,  tariffs,  sales and excise taxes and other
               governmental  charges  based  directly  on  Sales,   turnover  or
               delivery of such  Licensed  Products and actually paid of allowed
               by LICENSEE and its Affiliates.

          Net Sales shall be determined in accordance  with  generally  accepted
          accounting principles consistently applied.

     J.   "Research  Compositions"  means stem cells  created under the Licensed
          Patents and differentiated cells prepared from such stem cells.

     K.   "Royalties"  means all amounts  payable  under  Section 4.D and 4.E of
          this Agreement.

     L.   "Sale" means any  transaction  in which a Licensed  Product(s)  and/or
          Licensed  Method(s)  is placed  with a third  party for the benefit of
          LICENSEE or a third party; provided "Sale" shall not include placement
          or use of a Licensed Product(s) and/or Licensed Method(s) with or by a
          third party which is for testing or experimental  purposes,  including
          any animal or clinical  trials so long as such placements are reported
          to the UNIVERSITY and for which no Compensation is received.

     M.   "Sublicensee" shall mean any person, company or other entity granted a
          Sublicense by LICENSEE, including Affiliates of the Sublicensee.

     N.   "Sublicense"  shall mean any  agreement  entered into by LICENSEE with
          any  person,  company  or other  entity  pursuant  to which any of the
          rights granted to LICENSEE to the Licensed Patents are exercised.

     O.   "Tangible  Materials"  shall  mean  Research  Compositions,   Licensed
          Product(s)  remaining in inventory six (6) months after termination of
          this Agreement,  all materials created in support of the marketing and
          sale  of  Licensed   Product(s)   and/or   Licensed   Method(s),   and
          confidential documents related to the Licensed Patents.

     P.   "Territory" means worldwide.

     Q.   "Valid Claim" means an issued claim of any unexpired  Licensed  Patent
          or a claim of any pending patent  application  which has not been held
          unenforceable,  unpatentable  or invalid  by a decision  of a court or
          governmental  body of  competent  jurisdiction,  in a  ruling  that is
          unappealable or unappealed  within the time allowed for appeal;  which
          has not been rendered  unenforceable  through disclaimer or otherwise;
          and which has not been lost  through  an  interference  proceeding  or
          irrecoverable failure to pay a maintenance fee.

3.   GRANT OF RIGHTS.

     A.   Grant of Rights.  Subject to the reservation  described in Section 3.D
          below,  UNIVERSITY  hereby grants to LICENSEE and its  Affiliates,  an
          exclusive,  non-transferable  license,  to make,  have made, use, have
          used,  import,  offer to sell, sell and/or have sold Licensed Products
          and/or  Licensed  Method(s)  within the Field and within the Territory
          during the term of this Agreement.

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     B.   Sublicense.   LICENSEE  shall  have  the  exclusive   right  to  grant
          Sublicenses to and under the Licensed Patents to third parties limited
          to and consistent  with the rights granted  LICENSEE under Section 3.A
          within the Field and  within the  Territory.  LICENSEE  shall  provide
          UNIVERSIY with a copy of each Sublicense within sixty (60) days of the
          execution  of  the  Sublicense.   UNIVERSITY   shall  treat  all  such
          Sublicenses as confidential pursuant to Section 8.B.

     C.   No Other Rights.  No rights in and to the Licensed  Patents other than
          those provided in Sections 3.A. and 3.B.,  above,  express or implied,
          are conveyed by UNIVERSITY.

     D.   Reservation of Non-Commercial Rights.  UNIVERSITY reserves for itself,
          the  worldwide  right to use the Licensed  Patents and to practice the
          inventions  claimed in the Licensed Patents for any educational and/or
          non-commercial  research  purpose it may choose at its own  discretion
          and without any payment therefore.  UNIVERSITY shall have the right to
          grant  non-exclusive   Licenses  to  third  parties  to  practice  the
          inventions claimed in the Licensed Patents for non-commercial research
          purposes  only.  If tangible  property is  provided by  UNIVERSITY  to
          LICENSEE,  UNIVERSITY  reserves  the  right to make,  use and  provide
          tangible property and to grant  nonexclusive  licenses to make and use
          such  tangible  property to third parties for  noncommercial  research
          purposes  only. In addition,  the  inventions  claimed in the Licensed
          Patents  were  made  with the use of  funds  from  the  United  States
          government.   Therefore,   the   U.S.   Government   has  a   paid-up,
          royalty-free,  nontransferable,  worldwide,  irrevocable  license  for
          government  use to practice or have  practiced  by or on behalf of the
          U.S. Government the Licensed Patents.  The U.S. Government has certain
          other rights under 35 USC 200 et seq. and applicable regulations.

4.   LICENSE FEES, ROYALTIES, AND OTHER PAYMENTS.

     A.   Upfront  Fee.  As partial  consideration  for the  license  granted in
          Section  3 of  this  Agreement,  LICENSEE  made a  payment  in full in
          December 2004 for one hundred and  seventy-five  thousand U.S. dollars
          ($175,000). LICENSEE is not obligated to make any further payment upon
          execution of this Agreement.

          1.   Equity.  As  partial  consideration  for the  license  granted in
               Section 3 of this Agreement,  LICENSEE  previously  issued 53,462
               shares  of Opexa  common  stock to  UNIVERSITY.  LICENSEE  is not
               obligated to issue any additional  shares or any other securities
               to UNIVERSITY.

     B.   License   Maintenance  Fees.  LICENSEE  shall  pay  UNIVERSITY  twenty
          thousand U.S.  dollars  ($20,000)  annually  (the "Annual  Maintenance
          Fee").  The first Annual  Maintenance  Fee will be due on December 31,
          2010,  and on each December 31st  thereafter  until the earlier of the
          filing of an  Investigational  New Drug Application (IND) or the fifth
          anniversary of the Effective Date.

     C.   Milestone Payments.  LICENSEE shall immediately notify UNIVERSITY when
          the following events are accomplished by either LICENSEE,  Sublicensee
          and/or  Affiliates  of  either,   upon  which  LICENSEE  will  pay  to
          UNIVERSITY the following amounts:

          The sums due and  payable  under this  Section are  nonrefundable  and
          noncreditable  against  Royalties  except that if  LICENSEE  makes its
          first Sale of an  FDA-approved,  Licensed  Product or Licensed  Method
          prior to  December  31,  2014,  [*] of the [*]  Milestone  Payment  in
          Section 4.C.iii shall be creditable against Royalties.

     D.   Royalties. As partial consideration for the license granted in Section
          3 of this Agreement, LICENSEE shall pay UNIVERSITY a Royalty of [*] of
          Net  Sales  of  Licensed   Product(s)  and/or  Licensed  Method(s)  by
          LICENSEE,  its  Sublicensee(s) and Affiliate(s) of either. The Royalty
          obligation  under  this  Section  shall  apply  upon  first  Sale of a
          Licensed  Product(s) and/or Licensed  Method(s) whether by LICENSEE or
          Sublicensee  or Affiliates of either.  Royalty  payments  shall be due
          quarterly  and  payable  within  thirty  (30)  days of the end of each
          Calendar  Quarter  beginning  in the  period in which  the first  Sale
          occurs.

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     E.   Minimum  Royalties.  If the total  Royalties  for any  Calendar  Year,
          beginning  with the first full Calendar Year  following the first Sale
          of  Licensed   Product(s)  and/or  Licensed   Method(s)  by  LICENSEE,
          Sublicensee(s), or Affiliate(s), are less than:

          i.   [*] for the first two years,
          ii.  and [*] for each year thereafter for the life of the Agreement

          LICENSEE shall pay  UNIVERSITY the difference  between such amount and
          the actual  Royalties due. Such payment shall be made at the same time
          payment for Royalties for the fourth quarter for such year is due.

     F.   Royalty  Offset.  In the  event  that,  with  respect  to Net Sales of
          Licensed  Products  and/or  Licensed   Methods,   LICENSEE  is  paying
          royalties to unaffiliated third parties for patent rights to make, use
          or sell Licensed Product(s) and/or Licensed  Method(s),  the Royalties
          due and  payable  to  UNIVERSITY  hereunder  shall  be  proportionally
          reduced by amounts  paid to third  parties for  licenses.  In no event
          shall  the  Royalty   payable  to  UNIVERSITY  be  less  than  [*].  A
          Sublicensee  shall not be  entitled  to a Royalty  Offset  under  this
          Section 4.F for any third party licenses it requires.

     G.   Calculation of Royalties.  Royalties shall be payable in U.S. currency
          within thirty (30) days after the end of each Calendar Quarter for the
          Term of the Agreement,  beginning  with the Calendar  Quarter in which
          the first  Sale of a Licensed  Product(s)  and/or  Licensed  Method(s)
          occurs. A royalty  statement  showing Net Sales for each country and a
          calculation  of the Royalties due shall  accompany  each payment.  Any
          necessary conversion of currency into United States dollar shall be at
          the  applicable  rate of exchange of Citibank,  N.A., in New York, New
          York,  on  the  last  day  of  the  Calendar  Quarter  in  which  such
          transaction occurred.

          Each payment shall be accompanied by a statement,  verified and signed
          by the President or Chief Financial  Officer of LICENSEE and certified
          as accurate,  showing Net Sales for each country in the  Territory and
          calculation of the Royalties due (Royalty Report).

     H.   Sublicense Revenue. For each sublicense granted by LICENSEE,  LICENSEE
          shall pay to UNIVERSITY [*] of all  compensation  of any type received
          by LICENSEE in  consideration  of sublicense.  For the purpose of this
          Section, the term "compensation" shall not include (i) Royalties; (ii)
          payments  corresponding to Milestone Payments under Section 4.C; (iii)
          payments and  contributions of equipment,  materials,  and/or services
          for research,  (iv)  reimbursement  of expenses in connection with the
          prosecution,  maintenance or defense of patents or other  intellectual
          property,  or (v) payments for capital stock or other securities up to
          the fair  market  value of such stock or  securities;  any  amounts in
          excess  of  fair   market   value   will  be   deemed  to   constitute
          "compensation" under this Section 4.H.

     I.   Overdue  Payment.  Payments  due to  UNIVERSITY  under this  Agreement
          shall,  if not paid when due under the terms of this  Agreement,  bear
          simple  interest  at the  prime  rate of  interest  (as  published  by
          Citibank,  N.A.  on the date such  payment  is due) plus five  percent
          (5%),  calculated on the basis of a three hundred sixty (360) day year
          for the number of days actually elapsed, beginning on the due date and
          ending on the day prior to the day on which  payment  is made in full.
          Interest accruing under this Section shall be due UNIVERSITY on demand
          or upon payment of past due amounts,  whichever is sooner. The accrual
          or receipt by  UNIVERSITY  of interest  under this  Section  shall not
          constitute a waiver by UNIVERSITY  of any right it may otherwise  have
          to  declare  a default  under  this  Agreement  or to  terminate  this
          Agreement. Time is of the essence with respect to all payments made by
          LICENSEE to UNIVERSITY.

     J.   Licensee  Enforcement of Sublicenses.  LICENSEE shall use commercially
          reasonable  efforts to enforce the terms of its sublicense  agreements
          including terminating sublicenses for default in payment of Royalties.

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     K.   Full and Accurate Records. UNIVERSITY may from time to time and at any
          reasonable time, not exceeding once every twelve (12) months,  through
          individuals as UNIVERSITY may designate, inspect the books and records
          of LICENSEE and its  Affiliates in order to verify the accuracy of any
          reported  statement  by LICENSEE  of sums paid or  payable,  or of any
          other material  obligation under this Agreement.  LICENSEE shall keep,
          and shall cause its  Affiliates  and  Sublicensees  to keep,  full and
          accurate  books and records in  sufficient  detail so that  LICENSEE's
          compliance with its  obligations  under this Agreement can be properly
          determined  without undue delay or difficulty.  Such books and records
          shall be  maintained  for at least  five (5) years  after the  Royalty
          reporting  period(s)  to which they  relate.  Books and records  shall
          include  but  not  be  limited   to:   accounting   general   ledgers;
          invoice/sales  registers;  original  invoice and  shipping  documents;
          federal and state business tax returns; LICENSEE financial statements;
          sales  analysis  reports;  inventory  and  or  manufacturing  records;
          sublicense and distributor  agreements;  price lists, product catalogs
          and other marketing  materials.  All such information shall be treated
          as confidential pursuant to Section 8.

          After  completion  of any such  examination,  UNIVERSITY  shall notify
          LICENSEE  in  writing  of  any  proposed  modification  to  LICENSEE's
          statement of sums due and payable.  Such examination  shall be made at
          the  expense  of  UNIVERSITY,  unless  such  examination  discloses  a
          discrepancy  of five  percent  (5%) or more in the amount of Royalties
          and other  payments due  UNIVERSITY.  In such case  LICENSEE  shall be
          responsible  for  reimbursing  UNIVERSITY for the  examination fee and
          expenses charged by the auditor. Any underpayment as determined by the
          auditor  will bear  interest at five  percent  (5%) per month from the
          date the  royalty  payment  was due.  LICENSEE  agrees to pay past due
          royalties  for any royalty  deficiency  error,  including  any royalty
          deficiency  for  periods  prior to the period  under  audit.  No other
          confidentiality  agreement  shall be  required to conduct the audit of
          the LICENSEE's books and records.

5.   DILIGENCE PROVISIONS.

     A.   Development  Plan.  By December  31st of each year after the Effective
          Date of the  Agreement  until first Sale,  LICENSEE  shall provide the
          UNIVERSITY with a plan for development,  registration,  and commercial
          positioning  of  Licensed  Product(s).   Such  summary  shall  include
          statements  regarding research and development plans and expenditures,
          product  milestones  and related  timetable  schedules,  government or
          regulatory  timetables,   market  entry  timetables,   and  sales  and
          marketing  plans  and  related   financial  data  and  the  number  of
          person-equivalents committed to these efforts.

     B.   Human  Clinical  Trials.  If LICENSEE  fails to begin  human  clinical
          trials of a Licensed  Product(s) or Licensed Method(s) by December 31,
          2011,  UNIVERSITY shall have the right to unilaterally  terminate this
          Agreement.  Such termination shall be effective thirty days (30) after
          written notice to LICENSEE.

     C.   Notification  of First Sale.  LICENSEE  agrees to  immediately  notify
          UNIVERSITY  in  writing  when  Sales  of  Licensed  Product(s)  and/or
          Licensed Method(s) first occur, at which time LICENSEE's obligation to
          make Royalty payments begins.

     D.   Commercialization  Plan.  LICENSEE agrees to use its best commercially
          reasonable  efforts to prepare for the launch of  Licensed  Product(s)
          and/or  Licensed  Method(s).  No less than twelve (12) months prior to
          the projected launch of Licensed  Product(s) and/or Licensed Method(s)
          and by December 31 of the first three full years following first Sale,
          LICENSEE  agrees  to  provide  UNIVERSITY  a  commercial  plan for the
          marketing and sale of Licensed  Product(s) and/or Licensed  Method(s).
          UNIVERSITY  shall  keep  all   commercialization   plans  and  related
          documents confidential pursuant to Section 8 hereof.

6.   PATENT PROSECUTION AND MAINTENANCE.

     A.   Prosecution and Maintenance.  UNIVERSITY  shall be solely  responsible
          for  the  preparation,  filing,  prosecution  and  maintenance  of the
          Licensed  Patents.  LICENSEE agrees to cooperate,  and agrees to cause
          its  Sublicensees   and  Affiliates  of  either  to  cooperate,   with
          UNIVERSITY in preparation,  filing, prosecution and maintenance of the
          Licensed  Patents by disclosing  such  information as may be necessary
          for the same and by promptly  executing  such  documents as UNIVERSITY
          may  reasonably  request in  connection  therewith.  LICENSEE  and its
          Sublicensees  and  Affiliates  of either shall bear their own costs in
          connection with their  cooperation with UNIVERSITY under this Section.
          UNIVERSITY  will provide  LICENSEE  copies of all  material  documents
          received or prepared by UNIVERSITY in prosecution  and  maintenance of
          Licensed  Patents.  UNIVERSITY shall provide copies in a timely manner
          to allow  LICENSEE an  opportunity  to comment  and  request  changes.
          UNIVERSITY  shall  reasonably  include  comments  of  LICENSEE  in the
          prosecution of Licensed Patents.

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     B.   Patent Costs.  LICENSEE  agrees to pay all  necessary  and  reasonable
          third party fees and expenses  incurred by UNIVERSITY in obtaining and
          maintaining  the  Licensed   Patents,   including  those  incurred  by
          UNIVERSITY prior to the Effective Date of this Agreement.  Payment for
          fees and expenses  incurred after the Effective Date shall be invoiced
          to  LICENSEE  on a  monthly  basis  and  LICENSEE  agrees  to pay such
          invoices within thirty (30) days of receipt.  LICENSEE shall raise any
          objections  to such amounts  invoiced  within the thirty (30) day time
          period for payment.

     C.   Election  Not to Pay Patent  Costs.  If LICENSEE  decides to no longer
          support patent costs for a specific Licensed Patent listed in Schedule
          A, or a particular  jurisdiction for a specific Licensed Patent listed
          in Schedule A, or a particular  issued or pending  patent  application
          claiming  priority to a Licensed Patent listed in Schedule A, LICENSEE
          shall notify UNIVERSITY in writing.  Upon receipt of such notice,  the
          patent  rights at issue will  thereafter  be excluded from the license
          granted hereunder, and UNIVERSITY shall be free to license such rights
          to third parties, without any further obligation to LICENSEE. LICENSEE
          shall  continue to reimburse  UNIVERSITY  for all costs incurred up to
          the date  fourteen  (14) days after the date of receipt of notice that
          UNIVERSITY cannot reasonably avoid.

     D.   Failure to Pay Patent  Costs.  If  LICENSEE  declines or fails to make
          advance payments or pay or reimburse UNIVERSITY for all or any portion
          of the patent  fees and  expenses  as  required by Section 6.B for any
          Licensed   Patent,   LICENSEE's   rights  with  respect  to  all  such
          applications  and patents  for which  LICENSEE  fails to make  advance
          payments or does not reimburse UNIVERSITY shall terminate  effectively
          thirty (30) days after written notice from UNIVERSITY  requesting such
          payment,  unless  payment is made in full within such time.  Upon such
          termination  of  patent  rights,  the  patent  rights  at  issue  will
          thereafter  be  excluded  from  the  license  granted  hereunder,  and
          UNIVERSITY  shall be free to  license  such  rights to third  parties,
          without any further  obligation  to  LICENSEE.  Not  withstanding  the
          foregoing,  failure to pay patent costs hereunder is a material breach
          of this  Agreement and the  UNIVERSITY  has the right to terminate the
          Agreement as defined in Section 11.B.

7.   WARRANTIES; INDEMNIFICATION, ASSUMPTION OF RISK; INSURANCE.

     A.   Disclaimers  of Warranties.  UNIVERSITY  MAKES NO  REPRESENTATIONS  OR
          WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,  UNDER THIS AGREEMENT.  IN
          PARTICULAR,  UNIVERSITY  DISCLAIMS  ANY  WARRANTY  WITH RESPECT TO THE
          INVENTION(S)  CLAIMED  IN  LICENSED  PATENTS  OR WITH  RESPECT  TO THE
          LICENSED  PATENTS  THEMSELVES,  INCLUDING  BUT  NOT  LIMITED  TO,  ANY
          REPRESENTATIONS  OR  WARRANTIES  ABOUT  (i)  THE  VALIDITY,  SCOPE  OR
          ENFORCEABILITY  OF ANY OF THE  LICENSED  PATENTS;  (ii) THE  ACCURACY,
          SAFETY OR USEFULNESS  FOR ANY PURPOSE OF ANY  INFORMATION  PROVIDED BY
          UNIVERSITY TO LICENSEE, ITS SUBLICENSEES OR AFFILIATES OF EITHER, WITH
          RESPECT TO THE  INVENTION(S)  CLAIMED IN THE LICENSED  PATENTS OR WITH
          RESPECT TO THE LICENSED PATENTS  THEMSELVES AND ANY PRODUCTS DEVELOPED
          FROM OR COVERED  BY THEM;  (iii)  WHETHER  THE  PRACTICE  OF ANY CLAIM
          CONTAINED  IN ANY OF THE  LICENSED  PATENTS  WILL OR MIGHT  INFRINGE A
          PATENT OR OTHER  INTELLECTUAL  PROPERTY  RIGHT  OWNED OR LICENSED BY A
          THIRD PARTY;  (iv) THE  PATENTABILITY OF ANY INVENTION  CLAIMED IN THE
          LICENSED  PATENTS;  OR (v) THE ACCURACY,  SAFETY OR USEFULNESS FOR ANY
          PURPOSE OF ANY  PROCESS  MADE OR  CARRIED  OUT IN  ACCORDANCE  WITH OR
          THROUGH  THE  USE  OF  LICENSED  PATENTS.   IN  ADDITION,   UNIVERSITY
          SPECIFICALLY  DISCLAIMS ANY IMPLIED  WARRANTIES OF  MERCHANTABILITY OR
          FITNESS FOR A PARTICULAR PURPOSE.

     B.   Indemnification.  LICENSEE agrees, and agrees to cause any Sublicensee
          and  Affiliates  of either to,  indemnify,  defend  and hold  harmless
          UNIVERSITY,   Affiliates,  and  all  trustees,  directors,   officers,
          employees,  fellows and agents of any of the  foregoing  (collectively
          the  "Indemnified  Persons")  from  and  against  any and all  claims,
          demands, loss, damage,  penalty, cost or expense (including attorneys'
          and witnesses' fees and costs) of any kind or nature,  arising out of,
          or otherwise relating to this Agreement,  including without limitation
          (i) any claims arising from the  development,  production,  use, sale,
          license or other  disposition of Licensed  Product(s)  and/or Licensed
          Method(s) and all activities associated therewith,  or (ii) any use of
          information  provided by UNIVERSITY to LICENSEE,  its  Sublicensees or
          Affiliates of either. LICENSEE agrees, and agrees to cause each of its
          Sublicensees  and  Affiliates  of  either  to  agree  not to  sue  any
          Indemnified  Person in connection  with the  development,  production,
          use, sale or other disposition of the Licensed  Product(s) or Licensed
          Method(s) and all activities associated therewith. UNIVERSITY shall be
          entitled to participate at their option and expense through counsel of
          their own selection,  and may join in any legal actions related to any
          such claims, demands,  losses, damages, costs, expenses and penalties.
          LICENSEE,  its Sublicensees and Affiliates of either,  shall not enter
          into  any  settlement  affecting  any  rights  or  obligations  of any
          Indemnified  Person or which includes an express or implied  admission
          of liability,  negligence or  wrongdoing  by any  Indemnified  Person,
          without prior written consent of such Indemnified Person.

                                  Page 6 of 12
<PAGE>


     C.   Assumption of Risk. The entire risk as to the performance, safety, and
          efficacy of Licensed  Products,  Licensed  Methods,  or any  invention
          claimed  in  the  Licensed   Patents  is  assumed  by  LICENSEE,   its
          Sublicensees and Affiliates of either.  Indemnified Persons shall not,
          except  for  their  intentional  misconduct  or gross  negligence,  be
          responsible  or liable for any  injury,  loss,  or damage of any kind,
          including  but not  limited to  direct,  indirect,,  any  Sublicensee,
          Affiliates of either or customers or any person or entity,  regardless
          of legal theory for any activity  undertaken in  connection  with this
          Agreement,  Licensed Patents,  Licensed Methods,  or Licensed Products
          and all  activities  associated  therewith.  The above  limitations on
          liability  apply  even  though  the  Indemnified  Person may have been
          advised of the  possibility of such injury,  loss or damage.  LICENSEE
          shall not and shall cause its Sublicensees and Affiliates of either to
          not, make any agreements, statements, representations or warranties or
          accept any liabilities or  responsibilities  whatsoever with regard to
          any person of entity, which are inconsistent with this Section 7.C.

     D.   Insurance.  LICENSEE agrees,  and agrees to cause its Sublicensees and
          Affiliates of either to agree,  to maintain  liability  insurance that
          shall cover any claims from bodily injury,  property,  or other damage
          alleges  to  relate  to  Licensed  Products,   Licensed  Methods,   or
          activities  undertaken in  connection  with this  Agreement,  Licensed
          Patents,  Licensed  Methods,  or  Licensed  Products,   including  the
          development,  manufacture,  use, sale or other disposition of Licensed
          Products  and/or  Licensed  Methods  and  all  activities   associated
          therewith.  LICENSEE,   Sublicensees,   Sublicensees'  or  Affiliates'
          expense,  whichever is relevant,  as additional  named  insureds under
          each  liability   insurance  policy   (including  excess  or  umbrella
          liability policies) that LICENSEE,  its Sublicensees and Affiliates of
          either have or shall  obtain,  that  includes  any  coverage of claims
          relating to Licensed Products and/or Licensed Methods.  Such insurance
          shall be primary and  noncontributory to any insurance  UNIVERSITY and
          its Affiliates may have. At UNIVERSITY's request, LICENSEE will supply
          UNIVERSITY  in  writing  at  least  thirty  (30)  days  prior  to  any
          termination of or change in coverage under any such policies.

8.   CONFIDENTIAL INFORMATION AND PUBLICATION.

     A.   All  information  submitted  by  one  Party  to the  other  concerning
          Licensed  Product(s),  Licensed  Method(s),  and/or  the  invention(s)
          claimed  in the  Licensed  Patents  shall be  considered  confidential
          ("Confidential  Information")  and shall be utilized by the  receiving
          Party only pursuant to the licenses granted hereunder. During the term
          of this  Agreement  and for a  period  of five (5)  years  thereafter,
          neither  Party  shall  disclose  to any third  party any  Confidential
          Information received from the other Party without the specific written
          consent  of  such  Party.   The   foregoing   shall  not  apply  where
          Confidential  Information a) was or becomes public through no fault of
          the receiving  Party,  b) was, at the time of receipt,  already in the
          possession of the receiving Party as evidenced by its written records,
          c) was  obtained  from a  third  party  legally  entitled  to use  and
          disclose  the same,  or d) is  required  by law to be  disclosed  to a
          governmental agency.

     B.   UNIVERSITY  agrees  to  preserve  as  confidential  any and all  trade
          secrets, privileged records or other proprietary information belonging
          to LICENSEE,  marked as Confidential  and disclosed to the UNIVERSITY.
          For  disclosure of  proprietary  information  belonging to LICENSEE by
          oral communication, such disclosure will be reduced to writing, marked
          as  Confidential,   and  sent  to  UNIVERSITY  within  two  (2)  weeks
          disclosure to UNIVERSITY.

     C.   LICENSEE  acknowledges the UNIVERSITY's  strong  institutional  policy
          favoring  the   retention  of  public  rights  and   dependence   upon
          publication as essential means of exchange.  UNIVERSITY shall have the
          right to publish the  results of and  disseminate  information  to the
          extent that  proprietary  trade  secrets or  confidential  information
          provided by LICENSEE to UNIVERSITY are not disclosed.

9. MARKETING AND ADVERTISING. Each Party agrees not to use the name of the other
Party in any commercial  activity,  press  releases,  marketing,  advertising or
sales brochures except with the prior written consent of the other Party,  which
consent may be granted or withheld in such  Party's  sole  discretion.  LICENSEE
further agrees not to use and shall prohibit its  Sublicensees and Affiliates of
either  from using the name of the  University  of  Chicago or Argonne  National
Labs,  in any  commercial  activity  without  the prior  written  consent of the
UNIVERSITY.  LICENSEE may, upon receiving  approval from UNIVERSITY,  apply such
approval to subsequent iterations of the same activity provided that the content
and  presentation  of the  approved  material  is not changed in terms of scope,
scale, or purpose. For additional  clarification by example, it is intended that
for approved material used in presenting to potential  investors of LICENSEE the
approved  material  may be presented  to several  investors  at different  times
without need for approval of each presentation.

                                  Page 7 of 12
<PAGE>


10.  INFRINGEMENT.

     A.   Notice of Infringement.  In the event of an infringement of a Licensed
          Patent,  each Party shall give the other written notice if one of them
          becomes  aware of any  infringement  by a third party of any  Licensed
          Patent.  Upon  notice  of any such  infringement,  the  parties  shall
          promptly  consult  with one another  with a view toward  reaching  the
          agreement on a course of action to be pursued.

     B.   LICENSEE's  Right  to  Bring  Infringement  Action.  If a third  party
          infringes any patent  included in Licensed  Patents  within the Field,
          LICENSEE  shall have the right to institute and prosecute an action or
          proceeding  to abate such  infringement  and to resolve such matter by
          settlement  or otherwise  with the  permission of  UNIVERSITY.  Before
          LICENSEE  commences an action with respect to an  infringement of such
          patents,  LICENSEE  shall give careful  consideration  to the views of
          UNIVERSITY and to potential  effects on the public  interest in making
          its  decision  whether  or not  to  sue.  LICENSEE  agrees  to  notify
          UNIVERSITY of its intention to bring an action or proceeding  prior to
          filing  the same  within  thirty  (30) days after  notification  under
          Section 10.A. LICENSEE agrees to hire counsel reasonably acceptable to
          UNIVERSITY. LICENSEE shall keep UNIVERSITY timely informed of material
          developments  in the  prosecution  or  settlement  of such  action  or
          proceeding.  LICENSEE shall be responsible  for all costs and expenses
          of  any  action  or  proceeding  against  infringers,  which  LICENSEE
          initiates.  UNIVERSITY may be represented by counsel in any such legal
          proceedings  acting in an advisory but not controlling  capacity,  the
          expense  of which  shall be  subject  to  reimbursement  by  LICENSEE.
          UNIVERSITY  shall  cooperate  fully by joining as a party plaintiff if
          required to do so by law to maintain such action or proceeding  and by
          executing  and  making   available  such  documents  as  LICENSEE  may
          reasonably request.  LICENSEE agrees to promptly reimburse  UNIVERSITY
          for  its  reasonable  third  party  out-of-pocket  fees  and  expenses
          incurred  in  joining  an action or  proceeding  or  cooperating  with
          LICENSEE.  All  amounts  of every kind and  nature  recovered  from an
          action or  proceeding  of  infringement  by LICENSEE  shall  belong to
          LICENSEE. After deduction of fees and expenses of both parties to this
          Agreement,  any remaining  amounts  recovered  shall be considered Net
          Sales  under  this  Agreement  and  subject  to  Royalty  payments  in
          accordance with Section 4.D.

     C.   LICENSEE Discretion.  The prosecution,  settlement,  or abandonment of
          any action or  proceeding  under  Section 10.B shall be at  LICENSEE's
          reasonable  discretion  provided  that  LICENSEE  has timely  informed
          UNIVERSITY of material developments of such action. LICENSEE shall not
          have any right to surrender any of UNIVERSITY's rights to the Licensed
          Patents  or  Licensed  Methods,  or to  grant  any  infringer  any  of
          UNIVERSITY's  rights  to the  Licensed  Patents  or  Licensed  Methods
          without UNIVERSITY's written consent.

     D.   UNIVERSITY's Right to Bring Infringement  Action. If LICENSEE declines
          or fails to take action to abate an  infringement  within  thirty (30)
          days of  notification  under Section 10.A,  UNIVERSITY  shall have the
          right, at its sole discretion,  to take action, including to institute
          and  prosecute  an  action  or  proceeding,   to  abate  such  alleged
          infringement  and to resolve such matter by  settlement  or otherwise.
          LICENSEE  shall  cooperate  fully by joining as a party  plaintiff  if
          required to do so by law to maintain  such action and by executing and
          making available such documents as UNIVERSITY may reasonably  request.
          If the amounts  recovered by UNIVERSITY  exceed its  reasonable  third
          party fees and  expenses,  UNIVERSITY  agrees to pay  LICENSEE for its
          reasonable  third party expenses  incurred by it in cooperating in the
          action or proceeding.  Except as specifically provided in this Section
          10.D,  UNIVERSITY shall have the right to retain all amounts recovered
          of every kind and nature. Amounts recovered by UNIVERSITY shall not be
          considered  Net Sales under this  Agreement and shall not be construed
          to affect  LICENSEE's  rights under this  Agreement to sublicense  the
          Licensed Patents and/or Licensed Methods provided,  however, that once
          the UNIVERSITY has instituted legal proceedings against, or settlement
          discussions  with,  an  alleged  infringer  under this  Section  10.D,
          LICENSEE  shall  not  grant a  sublicense  to such  alleged  infringer
          without the prior written consent of UNIVERSITY.

                                  Page 8 of 12
<PAGE>


11.  TERM AND TERMINATION.

     A.   Term.  Unless  terminated  earlier pursuant to Section 11.B or 11.C of
          this  Agreement,  this  Agreement  shall  terminate  on  the  date  of
          expiration of the last to expire of the Licensed Patents.

     B.   UNIVERSITY's  Right to Terminate.  UNIVERSITY  shall have the right to
          terminate  this  Agreement  as  follows,  in  addition  to  all  other
          available remedies:

          1)   If LICENSEE  fails to pay any  Royalties,  Patent  Costs or other
               payment when due, this Agreement shall terminate effective ninety
               (90) days after  UNIVERSITY's  written notice to LICENSEE to such
               effect, unless LICENSEE makes such payment within the ninety (90)
               days  or  has  cured  such  failure  to the  satisfaction  of the
               UNIVERSITY.

          2)   If LICENSEE fails to comply with any material  obligation of this
               Agreement  other  than an  obligation  to make a Royalty or other
               payment  when  due,  the  UNIVERSITY  may at its sole  discretion
               terminate  the  Agreement   effective   ninety  (90)  days  after
               UNIVERSITY's  written notice to LICENSEE describing such failure,
               unless  LICENSEE  cures  such  failure  to  the  satisfaction  of
               UNIVERSITY within the ninety (90) days.

          3)   If  LICENSEE  shall have filed by or against it a petition  under
               any  bankruptcy  or  insolvency  law  and  such  petition  is not
               dismissed  within ninety (90) days of its filing,  or if LICENSEE
               makes an assignment of all or substantially all of its assets for
               the  benefit  of its  creditors  UNIVERSITY  may  terminate  this
               Agreement  by  written  notice  effective  as of the (i)  date of
               filing by  LICENSEE of any such  petition,  (ii) date of any such
               assignment to creditors,  or (iii) end of the ninety (90) days if
               a petition is filed  against it and not  dismissed  by such time,
               whichever is applicable.

          4)   If LICENSEE shall be dissolved, liquidated or otherwise ceases to
               exist,  other than for reasons specified in this Section 11, this
               Agreement  shall  automatically  terminate  as of  (i)  the  date
               articles of dissolution or a similar  document is filed on behalf
               of LICENSEE with the appropriate government authority or (ii) the
               date of establishment of a liquidating trust or other arrangement
               for the  winding up of the  affairs  of  LICENSEE.  Any  previous
               waiver by the UNIVERSITY,  of the UNIVERSITY's right to terminate
               this  Agreement,  shall not constitute a waiver on any subsequent
               right of the UNIVERSITY to terminate under this Section 11.

          5)   UNIVERSITY  shall have the right to  immediately  terminate  this
               Agreement  in the event that  LICENSEE  challenges,  directly  or
               indirectly, the validity or enforceability of any of the Licensed
               Patents  before  any  court,  arbitrator,  or other  tribunal  or
               administrative  agency in any jurisdiction.  Notwithstanding  the
               foregoing,  UNIVERSITY  will not have the right to terminate this
               Agreement   on  account  of  any  action  taken  by  LICENSEE  in
               connection  with its  prosecution  or defense  of (i)  LICENSEE's
               owned  intellectual  property  or (ii)  third-party  intellectual
               property controlled by LICENSEE.

     C.   LICENSEE's  Right to Terminate.  LICENSEE may terminate this Agreement
          at any time by  giving  UNIVERSITY  ninety  (90)  days  prior  written
          notice.

     D.   Post Termination Obligations of LICENSEE. Upon the termination of this
          Agreement  pursuant to Section 11.B or 11.C, all rights of LICENSEE to
          use the  Licensed  Patent(s)  and  Licensed  Method(s),  and any other
          rights  conferred  to LICENSEE by this  Agreement,  shall  immediately
          thereafter  cease.   Upon  such  termination,   and  upon  request  of
          UNIVERSITY,  all Tangible  Materials  shall be either  transferred  to
          UNIVERSITY  or  destroyed  in part or in whole by  LICENSEE;  provided
          LICENSEE  may  elect  to  destroy  biological  materials  in  lieu  of
          transferring  them  to  UNIVERSITY.  LICENSEE  shall  provide  to  the
          UNIVERSITY a certification  that such partial or complete  destruction
          has been completed.  LICENSEE shall not thereafter  operate or conduct
          business  under any name or mark and in any  manner  in the  Territory
          that might tend to create the impression  that this Agreement is still
          in  force,  or  that  LICENSEE  has  any  right  to use  any  Licensed
          Patent(s),   Licensed  Method(s),  any  trademark  or  servicemark  of
          UNIVERSITY,  and/or any Tangible Material. All payments including fees
          and costs  due  under  this  Agreement  and not paid yet shall  become
          immediately due and payable. Upon expiration or termination,  LICENSEE
          shall cease using UNIVERSITY's name.

                                  Page 9 of 12
<PAGE>


     E.   Survival.  All causes of action  accruing  to either  party under this
          Agreement  shall survive  termination  for any reason,  as well as (1)
          LICENSEE'S  obligation to pay Royalties,  Patent Costs, fees and other
          payments  accrued prior to the date of termination  and which were not
          paid or payable  before  termination,  and (2) LICENSEE  obligation to
          report Net Sales and to keep  records as set forth in this  Agreement,
          and (3) all provisions  inclusive from Section 7 to Section 10 survive
          termination or expiration of the  Agreement.  During the six (6) month
          period  following  termination  of this  Agreement,  LICENSEE may sell
          inventory existing or in the process at the time of termination.  Such
          Sales shall be subject to the Royalty obligations under Section 4.D.

     F.   Termination and Sublicenses.  If UNIVERSITY  terminates this Agreement
          for any reason,  UNIVERSITY shall provide to each Sublicensee  written
          notice  of  the   termination  at  the  address   specified  in  their
          Sublicense.  UNIVERSITY agrees that upon the  Sublicensee's  notice as
          described  below and provided the  Sublicensee is not in breach of its
          Sublicense,  UNIVERSITY shall grant to such Sublicensee license rights
          and terms  equivalent  to the  Sublicense  rights and terms  which the
          Sublicense  shall  have  granted  to the  Sublicensee;  provided  that
          Sublicensees  within  sixty  (60)  days of  receiving  the  notice  of
          termination   provides  to  UNIVERSITY   written  notice  wherein  the
          Sublicensee:  (i) agrees to abide by the terms and  conditions of this
          Agreement  applicable  to  LICENSEE  and  to  discharge  directly  all
          pertinent  obligations  of LICENSEE  hereunder;  provided  that if the
          payments of  Sublicensee  pursuant to the terms of the  Sublicense are
          greater than the  payments  owed under this  Agreement,  Sublicensee's
          royalty and other payment obligations shall be modified to match those
          of the Sublicense, and (ii) acknowledges that UNIVERSITY shall have no
          obligations to the Sublicensee other than its obligations set forth in
          this Agreement with regard to LICENSEE.

12. EXPORT REGULATIONS.  Licensed Products, Licensed Methods, and technical data
and  information  delivered under this Agreement may be subject to United States
export  control laws and may also be subject to export or import  regulations in
other  countries.  LICENSEE  agrees  to comply  strictly  with all such laws and
regulations and acknowledges that LICENSEE has the responsibility to obtain such
licenses to export, re-export, or import Licensed Products, Licensed Methods, or
other  technical data and  information  delivered under this Agreement as may be
required by applicable laws or regulations. To the extent that the United States
Export  Control  Regulations  are  applicable,  neither  LICENSEE nor UNIVERSITY
shall, without having first fully complied with such regulations,  (i) knowingly
transfer,  directly or indirectly, any unpublished technical data obtained or to
be obtained from the other party hereto to any  destination,  or (ii)  knowingly
ship,  directly or  indirectly,  any  product  produced  using such  unpublished
technical data to any destination.  LICENSEE acknowledges that the export of any
products  and/or  technical  data from the United States may require some for of
export control licenses by LICENSEE may result in LICENSEE  subjecting itself to
criminal liability under U.S. laws.

13. U.S.  COMPETITIVENESS.  LICENSEE agrees that any Licensed  Product(s) any/or
Licensed  Method(s) for use or sale in the United  States shall be  manufactured
substantially  in the United States as required by 35 United States Code Section
204.

14.  ENTIRE  AGREEMENT,  AMENDMENT,  WAIVER.  The  Agreement  together  with the
Schedule  attached hereto  constitute the entire  agreement  between the Parties
regarding the subject  matter  hereof,  and supersedes all prior written or oral
agreements or  understandings  (express or implied)  between them concerning the
same subject  matter.  The  Agreement  may not be amended or modified  except in
writing signed by duly  authorized  representatives  of each Party. No waiver of
any  default  hereunder  by either  Party or any  failure to enforce  any rights
hereunder shall be deemed to constitute a waiver of any subsequent  default with
respect to the same or any other provision hereof.

15.  NOTICE.  Any notice  required or otherwise  made pursuant to this Agreement
shall be in writing, sent by registered or certified mail properly addressed, or
by facsimile with confirmed  answer-back,  to the other Party at the address set
forth below or at such other address as may be  designated by written  notice to
the other  Party.  Notice  shall be deemed  effective  three (3)  business  days
following  the date of  sending  such  notice if by mail,  on the day  following
deposit  with  an  overnight  courier,  or  upon  confirmed  answer-back  if  by
facsimile.

        IF to UNIVERSITY:                  IF to LICENSEE:

        University of Chicago
        UChicagoTech, Attn: Director       David B. McWilliams, President
        5555 S. Woodlawn Ave.,             2635 N. Crescent Ridge Drive
        Suite 300                          The Woodlands, TX 77381
        Chicago, IL 60637

                                 Page 10 of 12
<PAGE>


16.  ASSIGNMENT.  This Agreement shall be binding on the Parties hereto and upon
their  respective  successors and assigns.  Notwithstanding  Section 3.A, either
Party may at any  time,  upon  written  notice  to the  other  Party,  assign or
delegate to a successor to all or  substantially  all of its business any of its
rights  and  obligations  hereunder,   provided  that  any  such  assignment  or
delegation shall in no event relieve either Party of its primary  responsibility
for the same.  Except as  provided  in the  preceding  sentence,  and  except as
provided in Section 11.B(3),  LICENSEE may not assign this Agreement without the
prior written  consent of  UNIVERSITY,  which consent shall not be  unreasonably
withheld,  and any  attempted  assignment  in violation  thereof  shall be void.
UNIVERSITY  may assign this  Agreement at any time to any third party on written
notice to  LICENSEE.  In such  event,  the  assignee  shall be  substituted  for
UNIVERSITY as a party hereto, and UNIVERSITY shall no longer be bound hereby.

17.  GOVERNING  LAW.  To the extent  there is no  applicable  federal  law,  the
interpretation  and  performance of this Agreement shall be governed by the laws
of the State of Illinois  applicable to contracts made and to be fully performed
in that state.

18. COUNTERPARTS.  This Agreement may be executed in several counterparts,  each
of which shall be deemed an original  and all of which shall  constitute  on and
the same document.


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their  respective  duty  authorized  officers or  representatives  and signed
below,

University of Chicago                             Opexa Therapeutics

By:    /s/ Alan Thomas                            By:    /s/ David B. McWilliams
Name:  Alan Thomas                                Name:  David B. McWilliams
Title: Director, UChicagoTech                     Title: President

Date: July 31, 2007                               Date: July 31, 2007

                                 Page 11 of 12
<PAGE>


                                   SCHEDULE A


UChicagoTech Case #ANL-02-021

US Patent Application - 10/704,110, title "Human stem cell materials and
methods"

Nationalized PCT applications:      03781813.5EPO; 2,505,394 CA



                                 Page 12 of 12