Exhibit 10.30


    
      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
        Terrance K. Wallberg, an individual residing at 4101 Egret Lane, Carrollton,
        Texas   75207 (the “Executive”).

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        the Company desires that Executive serve as the Company’s Chief Financial
        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 Vice President and Chief
        Financial Officer and shall have such responsibilities and authority consistent
        with such positions as may be reasonably assigned to him by the Chief Executive
        Officer of the Company.  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 Chief Executive Officer of the Company, rendering the services and
        performing the duties prescribed by the Chief Executive Officer of the
        Company.

       

      The
        Executive shall be employed at the Company’s offices in <?xml:namespace
        prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />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 one (1) year, 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 One Hundred Fifty
        Five
        Thousand Dollars ($155,000), 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 10% of annual base salary payable
        in cash and  a target award of 10% 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 $155,000.  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 the annual base salary as defined herein,
        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
        $155,000.

       

      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 Chief Executive Officer
        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 Chief
        Executive Officer 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.

       

      6.2                   
        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 two (2) years after
        the
        Termination Date, (ii) the Company shall continue the health coverage
        contemplated by Section 5.1 for a period of one (1) year thereafter, and
        (iii)
        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 one (1)
        (i.e.,
        1 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
        one (1) year 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.

                 
        

       

      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 or (b) there occurs a sale of
        all
        or substantially all of the business and/or assets 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 one (1) (i.e., 1 times base salary plus target bonus), all
        stock
        options held by the Executive shall become immediately exercisable and shall
        remain exercisable for one (1) year after the Termination Date.  The
        Company shall continue the health coverage contemplated by Section 5.1 for
        a
        period of one (1) year 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 Chief Executive Officer 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.  

       

      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 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,
        TX75207

      Attn:
        Chief Executive Officer

       

      Copy
        To:

      John
        J. Concannon III, Esq.,

      Bingham
        Dana LLP

      150
        Federal Street

      Boston,
        MA02110

       

      If
        to the Executive:

      Terrance
        K. Wallberg

      4101
        Egret Lane

      Carrollton,
        TX  75207

       

      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/
                Kerry P.
                Gray                      
                

            	
               

            	
              By:__/s/
                Terrance K. Wallberg

            
	
               

            	
               

            	
               

            
	
              Name:__Kerry
                P.
                Gray                       
                

            	
               

            	
              Name:_Terrance
                K.
                Wallberg              
                

            
	
               

            	
               

            	
               

            
	
              Title:
                ___President and
                CEO               
                

            	
               

            	
              Title:___Vice
                President and CFO        
                

            
	
               

            	
               

            	
               

            
	
              Date:       January
                1,
                2006                   
                

            	
               

            	
              Date:     January
                1,
                2006