EXHIBIT 10.4




 




FOURTH

AMENDMENT TO EMPLOYMENT AGREEMENT




 




This Fourth Amendment to Employment Agreement (the “Amendment”) is made

and entered into by and between Enchira Biotechnology Corporation, a Delaware

corporation (the “Company”), and Daniel J. Monticello (the “Employee”), as of

this 15th day of August, 2002 (the “Effective Date”).




 




WHEREAS, the Employee and the Company entered into that certain

Employment Agreement dated January 31, 1996, as amended by that certain First

Amendment to Employment Agreement dated April 10, 1998, as further amended by

that certain Second Amendment to Employment Agreement dated April 9, 2001, and

as further amended by that certain Third Amendment to Employment Agreement

dated April 2, 2002, to be effective as of January 1, 2002 (collectively, the

“Agreement”), all of which are incorporated herein in their entirety by

reference; and




 




WHEREAS, the Company and Employee entered into that certain Settlement

and Release Agreement (the “Original Release”) dated May 7, 2002 whereby in

exchange for certain retention payments by the Company to Employee, which

Employee accepted, Employee agreed to, among other things, forgo certain

severance obligations set forth in his Agreement; and




 




WHEREAS, concurrently with the execution of the Original Release, the

Company paid to Employee an initial payment of $80,000 and deposited with the

Southwest Bank of Texas, N.A., a Texas banking corporation, a second payment in

the amount of $80,000 to be held in escrow (the “Second Payment”) payable to Employee

under certain conditions as set forth in Section 1B. of the Original Release,

including, but not limited to, the termination of the Agreement and the

execution of a settlement and release agreement containing terms substantially

similar to those provided in the Original Release (the “Settlement and Release

Agreement”); and




 




WHEREAS, the Company and Employee entered into the Settlement and

Release Agreement dated of even date herewith which waives the requirements

that the Agreement be terminated and that Employee resign as an officer and/or

director of the Company as conditions to Employee’s receipt of the Second

Payment; and




 




WHEREAS, Employee and the Company desire to extend the term of the

Agreement from its stated expiration date of August 15, 2002.




 




NOW, THEREFORE, for and in consideration of the mutual covenants and

promises and representations contained herein, and other good and valuable

consideration, the receipt and sufficiency of which are acknowledged herein,

the Company and Employee agree as follows:




 




1.        Section 4.1

of the Agreement is hereby amended by deleting the section in its entirety and

substituting the following in replacement thereof:




 




4.1                                 The term of this Agreement shall commence

on the Effective Date and shall continue on a month-to-month basis (i) unless

earlier terminated as




 





























 




hereinafter provided or (ii) until the completion of a sale, license or

other disposition of all or substantially all of the assets of the Company.




 




2.        Section 4.9

of the Agreement is hereby amended by deleting the section in its entirety and

substituting the following in replacement thereof:




 




4.9                                 In the event of Employee’s termination of

employment from the Company pursuant to Sections 4.5 or 4.6 hereof, or in the

event that Employee’s employment with the Company, or successor entity, is

terminated within twelve months following a Change of Control, except for

Cause, all outstanding options to purchase stock of the Company held by

Employee and not previously vested (excluding any that have lapsed, terminated

or expired) will vest automatically upon such termination, and Employee shall

have a period of 90 days to exercise such options.




 




3.        Company and

Employee acknowledge that Employee has received his Second Payment of $80,000,

with such interest thereon, if any, as contemplated by the Original Release and

the Settlement and Release Agreement.




 




4.        This

Amendment shall be governed by the laws of the State of Texas.




 




5.        This

Agreement, as amended by this Amendment, and the Settlement and Release

Agreement supersede any and all other agreements, either oral or in writing,

between the Company and Employee with respect to the employment of Employee by

the Company and contains all of the representations, covenants and agreements

between the Company and the Employee with respect to such employment.  The Agreement, as amended hereby, may not be

later modified except by a further writing signed by the Company and the

Employee, and no term of this Agreement may be waived except by writing signed

by the party waiving the benefit of such term.




 




6.        Except as

modified by this Amendment, all other terms of the Agreement shall continue in

full force and effect without modification.




 




7.        This

Amendment may be executed in one or more counterparts, each of which shall be

deemed an original and all of which, taken together, constitute one and the

same instrument.




 




[The remainder of this page left blank intentionally.]




 




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IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to

Employment Agreement in duplicate originals as of the date first above written.




 




	

   


  	

  ENCHIRA

  BIOTECHNOLOGY CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

    /s/

  Paul G. Brown, III


  	

   


  
	

   


  	

   


  	

   Paul

  G. Brown, III, President


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

    Daniel

  J. Monticello


  	

   


  
	

   


  	

  Daniel

  J. Monticello


  	

   


  
					





 




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