Exhiit 10.29


    

      EMPLOYMENT
        AGREEMENT

      


      This
        AGREEMENT dated as of January 1, 2006 between Uluru Inc., a Delaware corporation
        located at 2600 Stemmons Freeway, Suite 176, Texas, 75207 (the “Company”), and
        Kerry P. Gray, an individual residing at 4929 Stonyford Drive, Dallas, Texas
        75287 (the “Executive”).

      


      W
        I T N E
        S S E T H:

      


      WHEREAS,
        the Company desires that Executive serve as the Company’s Chief Executive
        Officer; and

      


      WHEREAS,
        in order to induce Executive to agree to serve in such capacity, the Company
        hereby offers Executive certain compensation and benefits of employment,
        as
        described herein.

      


      WHEREAS,
        Executive is willing to serve in this position on the terms and conditions
        hereinafter set forth;

      


      NOW,
        THEREFORE, in consideration of the promises and of the mutual covenants
        contained herein, the Company and Executive hereby agree as
        follows:

      


      1. Employment

      


      The
        Company hereby agrees to employ Executive and Executive hereby agrees to
        be
        employed upon the terms and conditions hereinafter set forth. 

      


      	2.  	
              Nature
                of Employment

            


      


      During
        the term of this Agreement, Executive shall serve as President, Chief Executive
        Officer, and as a member of the Company’s Board of Directors (the “Board”) and
        shall have such responsibilities and authority consistent with such positions
        as
        may be reasonably assigned to him by the Board. Executive shall devote his
        full
        time and attention and best efforts to perform successfully his duties and
        advance the Company’s interests. Employee shall abide by the Company’s policies,
        procedures, and practices, as they may exist from time to time. Executive
        shall
        be responsible to the Board, rendering the services and performing the duties
        prescribed by the Board

      


      The
        Executive shall be employed at the Company’s offices in Dallas, Texas, and his
        principal duties shall be performed primarily in Dallas, Texas, except for
        business trips reasonable in number and duration.

      


      3. Term

      


      The
        employment of the Executive hereunder shall begin on the date hereof and
        shall
        continue in full force and effect for a period of three (3) years, and
        thereafter shall be automatically renewed for successive one-year periods
        unless
        the Company gives the Executive written notice of termination within six
        (6)
        months prior to the end of any such period or until the occurrence of a
        Termination Date, as defined in Section 6 (the "Term").

      


      4. Compensation

      


      

        
          	
                  4.1

                	
                  As
                    compensation for the Executive’s services during the Term, the Company
                    shall pay the Executive an annual base salary at the rate of
                    Three Hundred
                    Thousand Dollars ($300,000), payable in accordance with the Company’s
                    reasonable policies, procedures, and practices, as they may exist
                    from
                    time to time. Prior to the end of each year during the Term,
                    the
                    Compensation Committee of the Company shall undertake an evaluation
                    of the
                    services of the Executive during the year then ended in accordance
                    with
                    the Company’s compensation program at the date hereof (the “Program”). The
                    Company shall consider the performance of the Executive, his
                    contribution
                    to the success of the Company and entities under common control
                    with the
                    Company (collectively, “Affiliates”), and other factors and shall fix an
                    annual base salary to be paid to the Executive during the ensuing
                    year.

                


        



      
        	
                4.2.

              	
                Notwithstanding
                  the foregoing, the Company may change the Program from time to
                  time or
                  institute a successor to the Program, but the Executive’s annual base
                  salary shall in no event be less than his annual base salary in
                  effect on
                  the date of change, adjusted regularly to reflect increases in
                  the cost of
                  living and comparable compensation for like
                  positions.

              


      

      


      
        	
                4.3.

              	
                The
                  executive shall participate in the Company incentive compensation
                  programs
                  in accordance with the following subparagraphs (i) and
                  (ii):

              


      

      
 

      
        	(i)  	
                Incentive
                  Plan
                  -
                  The executive shall be covered by the cash bonus plan currently
                  maintained
                  by the Company and shall be afforded the opportunity thereunder
                  to receive
                  a target award of 25% of annual base salary payable in cash and
                  a target
                  award of 25% of annual base salary payable in Company Common Stock,
                  to be
                  awarded upon the achievement of reasonable performance goals; provided
                  that the Company may from time to time change the Program or institute
                  a
                  successor to the Program, so long as the Executive continues to
                  be
                  eligible to receive bonus awards of percentages of annual base
                  salary in
                  amounts at least equal to those specified as in effect on the date
                  hereof.

              


        


        	(ii)  	
                Stock
                  Option Plan
                  -
                  Executive shall be entitled to participate in the Company’s stock option
                  plan. In accordance with this plan the Board may from time to time,
                  but
                  without any obligation to do so, grant stock options to the Executive
                  upon
                  such terms and conditions as the Board shall determine in its sole
                  discretion. If the Company no longer has a class of stock publicly-traded
                  by reason of a Change in Control of the Company, as defined in
                  Section
                  6.3, the Company’s obligation under this Section 4.3 will be satisfied
                  through options granted by the issuer with public stock then in
                  control of
                  the Company.

              


        


      

      
        	
                4.4

              	
                If
                  the Executive is prevented by disability, for a period of six consecutive
                  months, from continuing fully to perform his obligations hereunder,
                  the
                  Executive shall perform his obligations hereunder to the extent
                  he is able
                  and after six months the Company may reduce his annual base salary
                  to
                  reflect the extent of the disability; provided that in no event
                  may such
                  rate, when added to payments received by him under any disability
                  or
                  qualified retirement or pension plan to which the Company, Affiliate,
                  or
                  Executive contributes or has contributed, be less than $200,000.
                  If there
                  should be a dispute about the Executive’s disability, disability shall be
                  determined by the Board of Directors of the Company based upon
                  a report
                  from a physician, reasonably acceptable to the Executive, who shall
                  have
                  examined the Executive. If the Executive claims disability, the
                  Executive
                  agrees to submit to a physical examination at any reasonable time
                  or times
                  by a qualified physician designated by the Chairman of Board of
                  the
                  Company and reasonably acceptable to the Executive. Notwithstanding
                  any
                  provision in this Section, the Company shall not be obligated to
                  make any
                  payments to Executive on account of disability after the expiration
                  of
                  this Agreement.

              


      

      


      	5.  	
              Executive
                Benefits 

            


      


      The
        Executive shall be entitled to participate in all “employee pension benefit
        plans,” all “employee welfare benefit plans” (each as defined in the Employee
        Retirement Income Security Act of 1974) and all pay practices and other
        compensation arrangements maintained by the Company, on a basis at least
        as
        advantageous to the Executive as the basis on which other executive employees
        of
        the Company are eligible to participate and on a basis at least as advantageous
        to the Executive as the basis on which he participates therein on the date
        hereof. Executive shall, during the term of his employment hereunder, continue
        to be provided with such benefits at a level at least equivalent to the initial
        benefits provided or to be provided hereunder. Without limiting the generality
        of the foregoing, the Executive shall be entitled to the following employee
        benefits (collectively, with the benefits contemplated by this Section 5,
        the
“Benefits”):

      

        	5.1  	
                The
                  Executive and Executive’s dependents shall participate, at their option in
                  any medical insurance plans and programs comparable in scope to
                  the
                  coverage afforded on the date hereof, with only such contribution
                  by the
                  Executive toward the cost of such insurance as may be required
                  from time
                  to time from other executive officers of the Company. If a Change
                  in
                  Control of the Company, as defined in Section 6.3, shall have occurred,
                  the Company may not change the carriers providing medical insurance
                  immediately before the change without the consent of the Executive,
                  which
                  consent will not be unreasonably withheld.


              


        


        	5.2  	
                Life
                  Insurance. Executive shall be entitled to group term life insurance
                  coverage of an amount equal to no less than $500,000, all premiums
                  being
                  paid by the Company.

              


        


        	5.3  	
                Long-Term
                  Disability Insurance. The Company shall maintain in effect long
                  term
                  disability insurance providing Executive in the event of his disability
                  (as defined in Section 4.4 hereof) with compensation annually equal
                  to at
                  least $200,000.

              


        


        	5.4  	
                The
                  Executive shall be entitled to paid time off (“PTO”) of no less than
                  thirty nine (39) days each year. Such PTO shall be accrued and
                  taken in
                  accordance with the Company’s policies and practices, as they may exist
                  from time to time.

              


        


        	5.5  	
                The
                  Company shall reimburse the Executive from time to time for the
                  reasonable
                  expenses incurred by the Executive in connection with the performance
                  of
                  his obligations hereunder.

              


        


        	5.6  	
                During
                  such times as the Company is eligible and financially qualified
                  to obtain
                  the same, the Company shall maintain directors and officers’ liability
                  insurance applicable to the Executive in amounts established by
                  the Board
                  of Directors.

              


      

       

      Notwithstanding
        the foregoing, the Company may from time to time change or substitute a plan
        or
        program under which one or more of the Benefits are provided to the Executive,
        provided that the Company first obtains the written consent of the Executive,
        which the Executive agrees not unreasonably to withhold, taking into account
        his
        personal situation.

      


      6. Termination
        Date; Consequences for Compensation and Benefits 

      


      	6.1  	
              Definition
                of Termination Date. The first to occur of the following events shall
                be
                the Termination Date:

            


      

        
          	 	
                  6.1.1

                	
                  The
                    date on which the Executive becomes entitled to receive long-term
                    disability payments by reason of total and permanent
                    disability;

                


        

        


        
          	 	
                  6.1.2

                	
                  The
                    Executive’s death;

                


        

        


        
          	 	
                  6.1.3.

                	
                  Voluntary
                    resignation after one of the following events shall have occurred,
                    which
                    event shall be specified to the Company by the Executive at the
                    time of
                    resignation: material reduction in the responsibility, authority,
                    power or
                    duty of the Executive or a material breach by the Company of
                    any provision
                    of this Agreement, which breach continues for 30 days following
                    notice by
                    the Executive to the Company setting forth the nature of the
                    breach
                    (“Resignation with Reason”);

                


        

        


        
          	 	
                  6.1.4.

                	
                  Voluntary
                    resignation not accompanied by a notice of reason described in
                    Section
                    6.1.3 (“General Resignation”);

                


        

        


        
          	 	
                  6.1.5

                	
                  Discharge
                    of the Executive by the Company after one of the following events
                    shall
                    have occurred, which event shall be specified in writing to the
                    Executive
                    by the Company at the time of
                    discharge:

                


        

      

       

      	(i)  	
              a
                felonious act committed by Executive during his employment hereunder,
                

            


      


      	(ii)  	
              any
                act or omission on the part of Executive not requested or approved
                by the
                Company constituting willful malfeasance or gross negligence in the
                performance of his duties hereunder, 

            


      


      	(iii)  	
              any
                material breach of any term of this Agreement by the Executive which
                is
                not cured within 30 days after written notice from the Board to the
                Employee setting forth the nature of the breach (“Discharge for Cause”);
                

            


      


      For
        purposes of this subparagraph (6.1.5), no act or failure to act on the
        Executive’s part shall be considered “willful” unless done or omitted to be done
        by Executive not in good faith and without reasonable belief that Executive’s
        action or omission was in the best interest of the Company. Notwithstanding
        the
        foregoing, Executive shall not be deemed to have been discharged for Cause
        unless and until there shall have been delivered to Executive a copy of a
        Notice
        of Termination (as defined below) from the Chairman of the Board of the Company
        stating that in his good faith opinion Executive was guilty of conduct set
        forth
        in clauses (i), (ii), or (iii) above of this subparagraph (6.1.5) and specifying
        the particulars thereof in detail.

      

        
          	 	
                  6.1.6

                	
                  Discharge
                    of the Executive by the Company not accompanied by a notice of
                    cause
                    described in Section 6.1.5 (“General
                    Discharge”).

                


        

         

      

      For
        purposes of this Agreement “Notice of Termination” shall mean a notice which
        indicates the specific termination provision in this Agreement relied upon
        and
        sets forth in reasonable detail the facts and circumstances claimed to provide
        a
        basis for termination of Executive’s employment under the provision so
        indicated. Each Notice of Termination shall be delivered at least sixty (60)
        days prior to the effective date of termination.

      
 

      
        	6.1  	
                Consequences
                  for Compensation and Benefits

              


         

      

      
(a) If
        the
        Termination Date occurs by reason of disability, death, General Resignation
        or
        Discharge for Cause, the Company shall pay compensation to the Executive
        through
        the Termination Date and shall pay to the Executive all Benefits accrued
        through
        the Termination Date, payable in accordance with the respective terms of
        the
        plans, practices and arrangements under which the Benefits were
        accrued.

      


      (b) If
        the
        Termination Date occurs by reason of General Discharge or Resignation with
        Reason, (i) all stock options held by the Executive shall become immediately
        exercisable and shall remain exercisable for three (3) years after the
        Termination Date, (ii) the Company shall continue the health coverage
        contemplated by Section 5.1 for a period of two (2) years thereafter, (iii)
        the
        Company shall engage for the Executive, at the Company’s expense, outplacement
        services appropriate to the Executive’s position, for up to twelve months after
        the Termination Date, and (iv) the Executive shall be entitled to receive,
        within 60 days after the Termination Date, the amount set forth in Section
        6.2.1.

       

      
        	
                6.2.1

              	
                The
                  Executive’s annual base salary at the Termination Date plus the target
                  bonus for the year in which the Termination Date occurs, multiplied
                  by two
                  (2) (i.e., 2 times base salary plus target
                  bonus).

              


      

      


      
        	
                6.3

              	
                Change
                  in Control.

              


      

      


      
        	 	
                In
                  the event of the occurrence of a Change in Control (as defined
                  below),
                  this Agreement may be terminated by Executive upon the occurrence
                  thereafter of one or more of the following
                  events:

              


      

      


      1)
        Termination by Executive of his employment with the Company may be made within
        two (2) years after a Change in Control and upon the occurrence of any of
        the
        following events:

      


      (a.)
        A
        significant adverse change in the nature or scope of the Executive’s
        authorities, powers, functions, responsibilities or duties as a result of
        the
        Change in Control, a reduction in the aggregate of Executive’s existing base
        salary and existing Incentive Plan received from the Company, or termination
        of
        Executive’s rights to any existing Executive Benefit to which he was entitled
        immediately prior to the Change in Control or a reduction in scope or value
        thereof without the prior written consent of Executive;

      


      (b.)
        The
        liquidation, dissolution, merger, consolidation or reorganization of the
        Company
        or transfer of all or a significant portion of its business and/or assets
        (by
        liquidation, merger, consolidation, reorganization or otherwise) unless the
        successor or successors to which all or a significant portion of its business
        and/or assets have been transferred (directly or by operation of law) shall
        have
        assumed all duties and obligations of the Company under this Agreement pursuant
        to Section 12.5 hereof; or

      


      (c.)
        The
        Company shall relocate its principal executive offices or require Executive
        to
        have as his principal location of work any location which is in excess of
        50
        miles from the location thereof immediately prior to the relocation date
        or to
        travel from his office in the course of discharging his responsibilities
        or
        duties hereunder more than thirty (30) consecutive calendar days or an aggregate
        of more than ninety (90) calendar days in any consecutive 365-calendar day
        period without in either case his prior consent.

       

      (d.)
        Failure to elect or re-elect Executive, or removal of Executive, as a director
        of the Company (or any successor thereto), if Executive shall have been a
        director of the Company immediately prior to the Change in Control, or the
        office of the Company which Executive held immediately prior to a Change
        in
        Control; however, in a Change in Control as a result of merger or acquisition,
        it is understood by the parties that the entire Board of Directors of the
        Company may be dissolved and this Paragraph 6.3(1)(d) will not apply in such
        case.

      


      2)
        Subsequent to a change in control of the Company, the failure by the Company
        to
        obtain the assumption of the obligation to perform this Agreement by any
        successor as contemplated in Section 12.5 hereof or otherwise; or

      


      3)
        Subsequent to a Change in Control of the Company, any purported termination
        of
        Executive’s employment that is not effected pursuant to a Notice of Termination
        satisfying the requirement of Section 6.1.5 hereof. 

      


      
        	
                6.3.1

              	
                A
                  Change in Control of the Company shall occur upon the first to
                  occur of
                  the date when (a) a person or group “beneficially owns” (as defined in
                  Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
                  in the
                  aggregate 50% or more of the outstanding shares of capital stock
                  entitled
                  to vote generally in the election of the Directors of the Company
                  (b)
                  there occurs a sale of all or substantially all of the business
                  and/or
                  assets of the Company or (c) persons who were Directors of the
                  Company on
                  January 2, 2006 no longer constitute a majority of the Board of
                  Directors
                  of the Company. 

              


      

      


      
        	
                6.3.2

              	
                If
                  a Change in Control of the Company shall have occurred within six
                  (6)
                  months prior to the Termination Date or the Executive terminates
                  this
                  Agreement under Section 6.3 the Executive will be entitled to receive,
                  within 60 days after the Termination Date, the Executive’s annual base
                  salary at the Termination Date plus the target bonus for the year
                  in which
                  the Termination Date occurs multiplied by two (2) (i.e., 2 times
                  base
                  salary plus target bonus), all stock options held by the Executive
                  shall
                  become immediately exercisable and shall remain exercisable for
                  three (3)
                  years after the Termination Date. The Company shall continue the
                  health
                  coverage contemplated by Section 5.1 for a period of two (2) years
                  thereafter.

              


      

      


      
        	
                6.4

              	
                Liquidated
                  Damages: No Duty to Mitigate Damages. The amounts payable pursuant
                  to
                  Sections 6.2 and 6.3 shall be deemed liquidated damages for the
                  early
                  termination of this Agreement and shall be paid to the Executive
                  regardless of any income the Executive may receive from any other
                  employer, and the Executive shall have no duty of any kind to seek
                  employment from any other employer during the balance of the
                  Term.

              


      

      


      7. Indemnification

      


      To
        the
        fullest extent permitted by law, the Company shall indemnify the Executive
        and
        hold him harmless from and against all loss, cost, liability and expense
        (including reasonable attorney’s fees) arising from the Executive’s service to
        the Company or any Affiliate, whether as officer, director, employee, fiduciary
        of any employee benefit plan or otherwise.

      


      8. Agreement
        Not to Compete 

      


      The
        Executive agrees that, while serving as an Executive of the Company, he will
        not, without the written consent of the Chairman of the Board of the Company,
        serve as an employee or director of any business entity other than the Company
        and its Affiliates, but may serve as a director of a reasonable number of
        not-for-profit corporations and may devote a reasonable amount of time to
        charitable and community service. For the period beginning on the Termination
        Date and continuing for the number of year specified below, the Executive
        shall
        not engage, directly or indirectly in any business competitive with that
        of the
        Company:

      


      
        	 	
                Termination
                  Benefit

              	 	
                Period

              
	 	 	 	 	 
	 	
                Amount
                  set forth in Section 6.2.1

              	 	
                1.0

              	
                Year

              
	 	 	 	 	 
	 	
                Amount
                  set forth in Section 6.3.2

              	 	
                1.5

              	
                Years

              
	 	 	 	 	 
	 	
                Neither
                  the amount set forth in Section 6.2.1 nor the amount set forth
                  in Section
                  6.3.2

              	 	
                1.0

              	
                Year

              
	 	 	 	 
	 	 	 	 


      

       

      The
        Executive may hold stock or a limited partnership interest of 5% or less
        in any
        publicly traded entity engage in such business without violating this
        Agreement.

      


      9. Agreement
        Not to Solicit 

      


      For
        one
        year following any Termination Date, regardless of the reason, the Executive
        shall not solicit any employee of the Company or an Affiliate to leave such
        employment and to provide services to the Executive or any business entity
        by
        which the Executive is employed or in which the Executive has a material
        financial interest. Soliciting a former employee of the Company and its
        Affiliates to provide such services shall not be a violation of this
        Agreement.

      


      10. Confidential
        Information 

      


      Unless
        the Executive shall first secure consent of the Company, the Executive shall
        not
        disclose or use, either during or after the Term for a period of five (5)
        years,
        any secret or confidential information of the Company or any Affiliate, whether
        or not developed by the Executive, except as required by his duties to the
        Company or the Affiliate.

      


      Executive
        will sign a Employee Confidentiality, Inventions, and Non-Competition Agreement,
        which shall control over this Agreement (except for Section 8 of this Agreement)
        if any conflict exists between it and this Agreement .

      


      11. Arbitration

      


      Any
        dispute or differences concerning any provision of this Agreement which cannot
        be settled by mutual accord between the parties shall be settled by arbitration
        in Dallas, Texas in accordance with the rules then in effect of the American
        Arbitration Association, except as otherwise provided herein. The dispute
        or
        differences shall be referred to a single arbitrator, if the parties agree
        upon
        one, or otherwise to three arbitrators, one to be appointed by each party
        and a
        third arbitrator to be appointed by the first named arbitrators; and if either
        party shall refuse or neglect to appoint an arbitrator within 30 days after
        the
        other party shall have appointed an arbitrator and shall have served a written
        notice upon the first mentioned party requiring such party to make such
        appointment, then the arbitrator first appointed shall, at the request of
        the
        party appointing him, proceed to hear and determine the matters in difference
        as
        if he were a single arbitrator appointed by both parties for the purpose,
        and
        the award or determination which shall be made by the arbitrator shall be
        final
        and binding upon the parties hereto. The arbitrator or arbitrators shall
        each
        have not less than five (5) years experience in dealing with the subject
        matter
        of the dispute or differences to be arbitrated. Any award maybe enforced
        in any
        court of competent jurisdiction. The expenses of any such arbitration shall
        be
        paid by the non-prevailing party, as determined by the final order of the
        arbitrators.

      


      


      12. Miscellaneous

      


      12.1 Notices

      


      All
        notices in connection with this Agreement shall be in writing and sent by
        postage prepaid first class mail, courier, or telefax, and if relating to
        default or termination, by certified mail, return receipt requested, addressed
        to each party at the address indicated below:

      


      If
        to the
        Company:

      Uluru
        Inc.

      2600
        Stemmons Freeway, Suite 176

      Dallas,
        TX 75207

      Attn:
        Chief Financial Officer

      


      Copy
        To:

      John
        J.
        Concannon III, Esq.,

      Bingham
        Dana LLP

      150
        Federal Street

      Boston,
        MA 02110

      


      If
        to the
        Executive:

      Kerry
        P.
        Gray

      4939
        Stonyford Drive

      Dallas,
        TX 75287

      


      Or
        to
        such other address as the addressee shall last have designated by notice
        to the
        communicating party. The date of giving of any notice shall be the date of
        actual receipt.

      


      12.2 Governing
        Law

      


      This
        Agreement shall be deemed a contract made and performed in the State of Texas,
        and shall be governed by the internal and substantive laws of the State of
        Texas.

      


      12.3 Severability

      


      Whenever
        possible, each provision of this Agreement shall 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 shall not affect any other provision or in the interpretation
        in any other jurisdiction; however, such provision shall be deemed amended
        to
        conform to applicable laws and to accomplish the intentions of the
        parties.

      


      12.4 Entire
        Agreement; Amendment

      


      This
        Agreement constitutes the entire agreement of the parties and may be altered
        or
        amended or any provision hereof waived only by an agreement in writing signed
        by
        the party against whom enforcement of any alteration, amendment, or waiver
        is
        sought. No waiver by a party of any breach of this Agreement shall be considered
        as a waiver of any subsequent breach.

      


      12.5 Successors
        and Assigns

      
 

      
        
          	
                  12.5.1

                	
                  The
                    Company will require any successor (whether direct or indirect,
                    by
                    purchase, merger, consolidation or otherwise) to expressly assume
                    and
                    agree to perform this Agreement in the same manner and to the
                    same extent
                    that the Company would be required to perform it if no such succession
                    had
                    taken place. Failure of the Company to obtain such agreement
                    prior to the
                    effectiveness of any such succession shall be a breach of this
                    Agreement
                    and shall entitle Executive to compensation from the Company
                    in the same
                    amount and on the same terms as Executive would be entitled hereunder
                    if
                    Executive terminated his employment for Change of Control. As
                    used in this
                    Section 12.5.1, “Company” shall mean the Company as hereinbefore defined
                    and any successor to its business and/or assets as aforesaid
                    which
                    executes and delivers the Agreement provided for in this Section
                    12.5.1 or
                    which otherwise becomes bound by all the terms and provisions
                    of this
                    Agreement by operation of law.

                


        

        


        
          	
                  12.5.2

                	
                  This
                    Agreement is intended to bind and inure to the benefit of and
                    be
                    enforceable by Executive and the Company, and their respective
                    successors
                    and assigns, except that Executive may not assign any of his
                    rights or
                    delegate any of his duties without the prior written consent
                    of the
                    Company.

                


        



      12.6 Assignability

      


      Neither
        this Agreement nor any benefits payable to the Executive hereunder shall
        be
        assigned, pledged, anticipated, or otherwise alienated by the Executive,
        or
        subject to attachment or other legal process by any creditor of the Executive,
        and notwithstanding any attempted assignment, pledge, anticipation, alienation,
        attachment, or other legal process, any benefit payable to the Executive
        hereunder shall be paid only to the Executive or his estate.

      


      IN
        WITNESSES WHEREOF, the Company and its officers hereunto duly authorized,
        and
        the Employee have signed and sealed this Agreement as of the date first written
        above.

      


      

        
          	
                  ULURU
                    Inc.

                	 	
                  Executive

                
	 	 	 	 	 
	
                  By:

                	
                  /s/
                    Terrance K. Wallberg

                	 	
                  By:

                	
                  /s/
                    Kerry P. Gray

                
	 	 	 	 	 
	
                  Name:

                	
                  Terrance
                    K. Wallberg

                	 	
                  Name:

                	
                  Kerry
                    P. Gray

                
	 	 	 	 	 
	
                  Title:

                	
                  Vice
                    President and CFO

                	 	
                  Title:

                	
                  President
                    and CEO

                
	 	 	 	 	 
	
                  Date:

                	
                  January,
                    1, 2006

                	 	
                  Date:

                	
                  January,
                    1, 2006