Exhibit 10.31


    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
      Daniel G. Moro, an individual residing at 5665 Arapaho Road, Apt#2732, Dallas,
      Texas 75248 (the “Executive”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company desires that Executive serve as the Company’s Vice President -
      Polymer Drug Delivery; 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 - Polymer
      Drug Delivery and shall have such responsibilities and authority consistent
      with
      such position 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
      Forty Three Thousand Five Hundred Twenty Dollars ($143,520), 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 $144,000.  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 $144,000.

               
      

    5.4           
      The Executive shall be entitled to paid time off (“PTO”) of no less
      than thirty three (33) 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:

    Daniel
      G. Moro

    5665
      Arapaho Road, Apt#2732

    Dallas,
      TX  75248

     

    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 and the offer letter dated January 1, 2006 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.

     

    12.5.1   
      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/
                Daniel G.
                Moro                      
                

            
	
               

            	
               

            	
               

            
	
              Name:__Kerry
                P.
                Gray                       
                

            	
               

            	
              Name:_Daniel
                G.
                Moro                       
                

            
	
               

            	
               

            	
               

            
	
              Title:
                ___President and
                CEO               
                

            	
               

            	
              Title:Vice
                President of Polymer Drug Delivery

            
	
               

            	
               

            	
               

            
	
              Date:   
                January, 1,
                2006                      
                

            	
               

            	
              Date:   
                January, 1,
                2006