EXHIBIT 10.23


                             DATED January 10, 2005
                             ----------------------




                                (1) SOMANTIS LTD


                                       AND


                            (2) TERRANCE J. BRUGGEMAN








                                SERVICE AGREEMENT


                          Part time executive Chairman


                                   "Chairman"




                                  SOMANTIS LTD

                      81 Harley Street, London W1G 8PP, UK




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                                SERVICE AGREEMENT

THIS AGREEMENT is made the 10th day of January 2005

BETWEEN:

(1)      SOMANTIS LTD (3401495) whose registered office is at 81 Harley Street,
         London W1G 8PP, UK (the "Company"); and

(2)      Terrance Bruggeman whose address is 10 Old Course Drive, Newport Beach,
         California 92660, United States of America (the "Chairman").

NOW IT IS HEREBY AGREED as follows:

1.       CONSTRUCTION

         1.1      In this Agreement:

                  1.1.1    any reference to any act of parliament or delegated
                           legislation includes a reference to any statutory
                           modification or re-enactment of it or the provisions
                           referred to whether the modification or re-enactment
                           arises before or after the date hereof but not, in
                           the case of a modification or re-enactment arising
                           after the date hereof, so as to alter the rights or
                           the obligations of the parties hereto as between
                           themselves;

                  1.1.2    reference to the Schedule and Clauses are, unless the
                           context otherwise requires, references to the
                           schedule to or clauses in this Agreement and the
                           Schedule forms part of this Agreement;

                  1.1.3    words in any gender include any other gender and
                           words in the singular number include the plural and
                           vice versa.

         1.2      Headings to Clauses and Sub-Clauses are intended to assist
                  reference only and shall not affect the construction hereof.

<PAGE>

         1.3      In this Agreement unless the context indicates otherwise the
                  words or phrases defined below have the meanings respectively
                  ascribed to them and cognate words or phrases have cognate
                  meanings;

                  1.3.1    "Appointment" means the Executive's appointment
                           hereunder;

                  1.3.2    "Appointment Date" means December 1, 2004;

                  1.3.3    "Board" means the board of directors for the time
                           being and from time to time of the Company;

                  1.3.4    "Chief Executive Officer" means the Chief Executive
                           Officer and Managing Director of the Company for the
                           time being and from time to time;

                  1.3.5    "Holiday Period" means 25 Working Days;

                  1.3.6    "Holiday year" means any period of 12 months expiring
                           on 31st December;

                  1.3.7    "Intellectual Property" has the meaning set out in
                           Clause 13.4;

                  1.3.8    "Location" means the Company's premises at 81 Harley
                           Street, London W1G 8PP, UK and at 26261 Glen Canyon,
                           Laguna Hills, CA 92653, USA;

                  1.3.9    "Notice Period" means 6 (six) months, to be given
                           after an initial 12 month period;

                  1.3.10   "Office" means the office of Chairman;

                  1.3.11   "Option" means a right to subscribe for shares
                           pursuant to the Share Option Scheme, or any
                           replacement option plan;

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<PAGE>

                  1.3.12   "Recognized Investment Exchange" means a body of
                           persons which is for the time being a recognized
                           investment exchange for the purposes of the Financial
                           Services Act 1986;

                  1.3.13   "Remuneration Committee" means the Remuneration
                           Committee of the Company from time to time;

                  1.3.14   "Cash Retainer" means $10,000 per month or such other
                           amounts decided as mentioned in Clause 6.3,
                           commencing after fund raising of such amount as has
                           been approved by the Board.

                  1.3.15   "Retainer Review Date" means 1st April in each year
                           or such other date as the Company may in its
                           reasonable discretion determine;

                  1.3.16   "Sick Pay Period" means an aggregate period of
                           absence owing to illness, accident or physical
                           infirmity of not more than 180 days during a
                           consecutive period of 1 year;

                  1.3.17   "Working Day" means any day not being a Saturday,
                           Sunday or public holiday in the area of the Location;

                  1.3.18   "Agreed Territory" means the State of California,
                           United States of America.

         1.4      In this Agreement unless the context otherwise requires
                  references to a "person" include references to an individual,
                  company, firm or association.

         1.5      This Agreement is governed in all respects by English law and
                  the parties submit to the non-exclusive jurisdiction of the
                  English Courts.

2.       APPOINTMENT AND DURATION

         2.1      The Company confirms the appointment of the Chairman to the
                  Office and the Chairman agrees to serve the Company in that
                  capacity. The Chairman will not be an employee of the Company
                  but only a member of its Board of Directors with expanded
                  duties as described below.

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<PAGE>

         2.2      The Appointment shall be deemed to have begun on the
                  Appointment Date and shall continue (subject to earlier
                  termination as provided in this Agreement) until terminated by
                  either party giving to the other notice of not less than the
                  Notice Period.

3.       DUTIES OF THE CHAIRMAN

         3.1      The Chairman shall devote approximately one third of his time
                  to Somantis business:

                  3.1.1    Subject to paragraph 3 of Schedule 1, devote his
                           agreed time attention and ability to the duties of
                           his Office as described in the Company's articles;

                  3.1.2    Faithfully and diligently perform those duties and
                           exercise such powers consistent with them which are
                           from time to time assigned to or vested in him;

                  3.1.3    Obey all lawful and reasonable directions given to
                           him by the Chief Executive Officer or the Board;

                  3.1.4    Use his best endeavors to promote the interests of
                           the Company;

                  3.1.5    Assist the executive team in fund raising from
                           financial institutions and other sources;

                  3.1.6    Assist in the in and out licensing efforts with
                           biopharmaceutical companies;

                  3.1.7    Assist in recruiting the management team and
                           consultants to put in place the infrastructure for
                           conducting the Company's business.

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                  3.1.8    Assist in strategic and tactical decision making by
                           the Company; and

                  3.1.9    Assist in the management of the Board as its Chairman
                           and in the management and communications to the
                           investors.

         3.2      The Company is not obliged to provide the Chairman with work
                  and may at the direction of the Board during any notice period
                  require that the Chairman does not attend his place of work or
                  undertake any activities or certain activities on behalf of
                  the Company. The Company shall nevertheless be obliged to pay
                  the Cash Retainer and other benefits to the Chairman and all
                  the Chairman's obligations hereunder shall continue.

4.       REPORTING

         4.1      The Chairman shall report to the shareholders of the Company
                  and Board consistent with the Company's articles and the
                  duties outlined in attachment 3.

         4.2      The Chairman shall report to the Chief Executive Officer of
                  the Company as to the business or affairs of the Company and
                  provide such explanations as the Chief Executive Officer may
                  reasonably require.

         4.3      The Chairman shall keep the Chief Executive Officer promptly
                  and fully informed (in writing if so requested) of his
                  activities and provide such explanations as the Chief
                  Executive Officer may require.

5.       PLACE OF WORK

         5.1      The Chairman shall perform his duties at the Location or such
                  other place as the Chairman and the Company shall agree but
                  the Company shall not require him to go to or reside anywhere
                  outside the Agreed Territory except for occasional visits in
                  the ordinary course of his duties.


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6.       REMUNERATION

         6.1      During the continuance of the Appointment the Company shall
                  pay the Chairman a monthly cash retainer of US $10,000 and
                  shall be paid monthly in arrears.

         6.2      The cash retainer includes any director's or other fees
                  receivable by the Chairman as a director of or other office
                  holder in the Company.

         6.3      The Cash Retainer shall be reviewed annually by the Board by
                  reference to the Salary Review Date and the rate of cash
                  retainer may be increased by the Company with effect from each
                  Retainer Review Date.

         6.4      During the continuance of the Agreement the Chairman will be
                  eligible to participate in a future Share Option Scheme
                  subject to the rules of the Share Option Scheme from time to
                  time.

         6.5      The Chairman shall be eligible to receive a bonus during the
                  Appointment in respect of each financial year of the Company.
                  It will be paid against performance targets to be agreed by
                  the Chairman and the Company in respect of each financial
                  year, or based upon the Board's assessment of Chairman's
                  performance in assisting the Company in achieving funding for
                  its operations and licensing its products, and the amount of
                  the bonus achievable will be determined by the Remuneration
                  Committee of the Company in its absolute discretion.

7.       EXPENSES

         The Chairman shall be entitled to be reimbursed his expenses properly
         incurred in the performance of his duties hereunder PROVIDED THAT these
         are properly vouched and have been incurred in accordance with the
         Company's policy guidelines on these matters in force from time to
         time.

8.       INTELLECTUAL PROPERTY

         8.1      Unless otherwise agreed by the Company, if at any time while
                  the Chairman is a member of the Board of the Company, the
                  Chairman shall discover or make or conceive or contribute in

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<PAGE>

                  any way to the discovery, making or conception either alone or
                  jointly with any other persons any Intellectual Property and
                  other subject matter which is or may be legally protectable
                  (by contract or otherwise) and which relate to or are
                  connected with any trade or business for the time being and
                  from time to time carried on by the Company he shall forthwith
                  communicate or explain in writing all particulars concerning
                  the same to the Board and all Intellectual Property or other
                  subject matter shall, subject to the provisions of the Patents
                  Act 1977 (where applicable), belong to the Company absolutely
                  and beneficially and the Chairman shall, if so required, (but
                  at the Company's expense) at any time:

                  8.1.1    apply or join in applying for letters patent,
                           registered designs, trade marks, or other similar
                           protection in the United Kingdom, United States or
                           any other part of the world for any Intellectual
                           Property and execute all instruments and do all
                           things necessary for vesting the said letters patent,
                           registered designs, trade marks or other similar
                           protection when obtained and all right and title to
                           and interest in the same in the Company or such other
                           third party as the Company may require absolutely and
                           as the sole beneficial owner; and

                  8.1.2    sign and execute all such documents and do all such
                           acts as the Company may reasonably require in
                           connection with any proceedings in respect of such
                           applications and any petitions or applications for
                           revocation of such letters patent, registered
                           designs, trade marks or other protection.

         8.2      The Chairman hereby irrevocably appoints the Company and any
                  officer thereof to be his attorney in his name and on his
                  behalf to execute and do any such instrument or thing and
                  generally to use his name for the purpose of giving to the
                  Company the full benefit of the provisions of this Clause 8

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<PAGE>

                  and in favor of any third party a certificate in writing
                  signed by any director or the Company Secretary to the effect
                  that the instrument or act falls within the authority hereby
                  conferred shall be conclusive evidence that such is the case.

         8.3      For the purpose of this Clause 8 and Clause 10.2 "Intellectual
                  Property" shall include without limitation inventions,
                  discoveries, creations, designs, know-how, ideas, writing and
                  other works of authorship, computer programs, lectures and
                  illustrations and improvements upon or additions thereto.

9.       CONFLICT OF INTEREST

         9.1      The Chairman shall not (save as mentioned in Clause 9.2 or
                  Clause 9.4) or except as a representative or nominee of the
                  Company or otherwise with the prior written consent of the
                  Board (which shall not be unreasonably withheld) during the
                  continuance of the Appointment be directly or indirectly
                  engaged, concerned or interested in any other business, trade
                  or occupation which shall in any way be directly or indirectly
                  competitive with any business or trade carried on by the
                  Company during the period of the Appointment.

         9.2      The Chairman may, however, hold a "permitted investment" that
                  is to say not more than 10% (ten per cent) of the issued
                  stock, shares, debentures or other securities of any class of
                  any company whose shares are dealt in on a Recognized
                  Investment Exchange which is directly or indirectly
                  competitive with the Company. The prior written consent of the
                  Board (which shall not be unreasonably withheld) shall be
                  required before the Chairman shall hold in excess of 3% (three
                  per cent) of the issued stock, shares, debentures, or other
                  securities of any class of any one such company.

         9.3      The Executive may continue to be engaged in the activities
                  listed in Schedule 2.

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<PAGE>

10.      CONFIDENTIALITY: PROTECTION OF THE COMPANY'S INTERESTS

         10.1     The Company is in the business of biotechnology research to
                  develop and market innovative therapeutic and diagnostic
                  products in the field of cancer including without limitation
                  the manufacture, licensing, sale and dealing in drugs and all
                  other products and services in relation thereto, this business
                  as it develops and changes and is added to during the period
                  of the Appointment is/are called the "Business". The Business
                  is not limited to any particular geographical area. A major
                  feature of the way the Business is carried on and the nature
                  of the Chairman's duties is the need to develop projects which
                  due to the potential exploitation of rights therein by others,
                  information in respect of which must be kept absolutely
                  confidential. Further the Chairman has access to and is
                  expected in the course of the appointment to develop trade
                  secrets and confidential information relating to the way the
                  Company carries on business and to the services and products
                  developed, manufactured and sold or supplied by the Company.
                  The cash retainer payable to the Chairman under this Agreement
                  and the expenses which the Company pays or reimburses to or
                  for the Chairman reflect this need, as does the information
                  provided by the Company to the Chairman during the course of
                  the Appointment. It is acknowledged by the Chairman that it
                  would be improper to misappropriate the benefits of any
                  information or relationships unfairly to the detriment of the
                  Company and that it is reasonable for the company to require
                  conformity with the provisions of this Clause 10 and of Clause
                  11 some of which provisions must continue without specific
                  limit in time and other of which continue after the
                  termination of the Appointment but subject to limits in time.
                  The Company has in part relied upon provisions of this Clause
                  10 and of Clause 11 (as well as its rights under the general
                  law) in deciding to employ and continue to employ the Chairman
                  and facilitate the obtaining by him of information. The
                  Chairman further acknowledge that in the event of a breach by
                  him of the obligations contained in this Clause 10 and in
                  Clause 11 damages are unlikely to be an adequate remedy for
                  the Company.

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<PAGE>

         10.2     The Chairman shall not use, divulge or communicate to any
                  person (other than whose province it is to know the same or
                  with proper authority) any of the trade secrets or other
                  confidential information of the Company including in
                  particular information relating to any Intellectual Property
                  now or hereafter owned, used by or in the possession of the
                  Company and information concerning the business finances of
                  the Company which he may (whether heretofore or hereafter)
                  have received or obtained while in the service of the Company
                  or in respect of which the Company is bound by an obligation
                  of confidence to a third party. These restrictions shall
                  continue to apply after the termination of his appointment
                  without limit in point of time but shall cease to apply to
                  information or knowledge which may come into the public domain
                  otherwise than through unauthorized disclosure by the
                  Chairman.

         10.3     The provisions of Clause 10.2 shall apply mutatis mutandis in
                  relation to the private, confidential or secret information of
                  each shareholder from time to time of the Company which the
                  Chairman may have received or obtained during his appointment
                  and the Chairman shall upon request enter into an enforceable
                  agreement with any such shareholder to the like effect.

         10.4     The Chairman shall if so requested by the Company sign and
                  deliver to the Company or any person (including a client or
                  customer) with whom the company deals or proposes to deal an
                  undertaking in such further covenants relating thereto as may
                  be reasonably required of him.

11.      PROTECTION OF THE COMPANY'S INTERESTS: RESTRICTIONS AFTER TERMINATION

         11.1     The Chairman hereby covenants with the Company that after the
                  termination of this Agreement howsoever that comes about other
                  than wrongful termination by the Company he will not (without

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<PAGE>

                  the consent of the Company) during the period of six months
                  ("Restricted Period") in any part of the world ("Restricted
                  Territory") engage or be concerned or interested whether
                  directly or indirectly and whether as principal, partner,
                  employee, adviser, agent, consultant or otherwise in any trade
                  or business which is competitive with the Business (as defined
                  in Clause 10.1) PROVIDED THAT the provisions of this Clause
                  11.1 shall not restrain the Chairman from engaging, becoming
                  concerned or interested in or accepting employment with any
                  trade or business in which the Chairman was not involved at
                  the date of termination of this Agreement or within 2 years
                  prior thereto.

         11.2     The Chairman shall not (without the previous consent in
                  writing of the Board which the Board may refuse without
                  assigning any reason therefore) at any time during or after
                  the termination of this Agreement (howsoever that comes about)
                  during the Restricted Period either on his own account or for
                  any other person solicit or endeavor to entice away from the
                  Company any person who or which during the continuance of this
                  Agreement was a supplier or employee of the Company nor shall
                  the Chairman prevent or seek to prevent any person who is or
                  was such supplier to the Company from supplying goods or
                  services to the Company PROVIDED THAT the provisions of this
                  Clause 11.2 shall not restrain the Chairman from seeking or
                  procuring orders or doing business not related or not similar
                  to the Business.

         11.3     While the covenants set out in Clauses 11.1 and 11.2 are
                  considered by the parties to be reasonable and necessary for
                  the protection of the Company's legitimate interests in all
                  the circumstances it is agreed that if any one or more of such
                  restrictions shall either taken by itself or themselves
                  together by adjudged to go beyond what is reasonable in all
                  the circumstances for the protection of the Company's
                  legitimate interests but would be adjudged reasonable if any
                  particular restriction or restrictions were deleted or if any

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<PAGE>

                  part of parts of the wording thereof were deleted restricted
                  or limited in particular manner then the said restrictions
                  shall apply with such deletions, restrictions or limitations
                  as the case may be.

12.      TERMINATION

         Chairman's appointment may only be terminated upon occurrence of one of
         the following event:

         12.1     By Death. This Agreement shall automatically terminate
                  immediately upon Chairman's death. Company shall pay to
                  Chairman's beneficiaries or estate, as appropriate, the
                  monthly cash retainer through the end of the calendar month of
                  such termination.

         12.2     By Mutual Agreement. This Agreement may be terminated at any
                  time by mutual agreement of the parties hereto.

         12.3     Disability. If Chairman is prevented from fully performing the
                  essential functions of Chairman's duties under this Agreement
                  because of any illness or physical or mental disability for a
                  period or periods of more than ninety (90) days in the
                  aggregate during any calendar year or thirty (30) consecutive
                  days in any twelve (12) month period, then the Board may
                  terminate Chairman's appointment in its sole discretion. Upon
                  termination under this Section 12.3, Employer will continue
                  Chairman's then-current monthly cash retainer for a period of
                  three (3) months.

         12.4     By Company For Cause. This Agreement may be terminated by the
                  Company at any time for Cause. For purposes of this Agreement,
                  "Cause" shall mean, as determined by the Board in a
                  nondiscriminatory manner,

                  (i)      the pleading guilty to or conviction of Chairman of a
                           felony;

                  (ii)     a material breach of this Agreement by Chairman;

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                  (iii)    Chairman's willful misconduct or gross negligence in
                           the performance of Executive's duties.

         In the event the Board determines that Cause exists to terminate
         Chairman's employment, Chairman shall have ten (10) days to respond to
         any such allegation or conclusion and to cure the same if possible.
         Prior to any final decision of the Board regarding whether Cause exists
         to terminate Chairman's employment, Chairman shall be permitted to make
         a presentation to the Board, either individually or through counsel,
         regarding the matter.

         12.5     By Company Without Cause. Employer may, at any time, terminate
                  Chairman's appointment without Cause and for reasons not
                  specified above. In the event Chairman's appointment is
                  terminated without Cause, Company shall pay Chairman an amount
                  equal to twelve (12) months of Chairman's then current cash
                  retainer in one lump sum (the "Base Severance Payment"); and
                  (iv) all of Chairman's unvested Options shall immediately vest
                  upon such termination date.

         12.6     By Executive for Good Reason. Chairman may terminate this
                  Agreement at any time for "Good Reason." In the event Chairman
                  terminates his appointment for Good Reason, Company shall
                  provide Chairman with the same payments and benefits under the
                  same terms and conditions as it would have provided in the
                  event Chairman was terminated without Cause, as described in
                  Section 12.5 above. For purposes of this Agreement, "Good
                  Reason" shall mean any of the following: (i) a reduction in
                  Chairman's job title; (ii) a material diminution in Chairman's
                  duties or a change in Chairman's direct reporting to the
                  Board; and (iv) a "Change of Control" of the Company. For
                  purposes of this Agreement, "Change of Control" means (1) a
                  merger or consolidation involving Company, where the
                  shareholders of Company as of the date hereof have less than a
                  majority of the equity ownership of the resulting merged or
                  consolidated company; or (2) a sale of all or substantially
                  all of the assets of Company, where the shareholders of
                  Company as of the date hereof have less than a majority of the
                  equity ownership of the buyer of such assets of Company.

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         12.7     In order to investigate a complaint against the Chairman of
                  misconduct the Company may suspend the Chairman on full pay
                  for up to 10 Working Days to carry out a proper investigation
                  and hold a disciplinary hearing.

         12.8     Any payments under clause 12 are not in addition to the basic
                  entitlement.

13.      FURTHER PROVISIONS ON TERMINATION

         On termination of this Agreement for whatever reason the Chairman
         shall:

         13.1     at the Company's request, resign from office as a director of
                  the Company and from all offices held by him in the Company
                  and from all appointments from offices which he holds as
                  nominee or representative of the Company and if he should fail
                  so to do within 7 days after being requested so to do the
                  Company is hereby irrevocably authorized to appoint some
                  person in the Chairman's name and on the Chairman's behalf to
                  sign any document and to do any thing necessary or requisite
                  to give effect thereto. Such resignation(s) shall be without
                  prejudice to any rights, liabilities or obligations of either
                  party accrued or accruing due before such resignation(s);

         13.2     deliver to the Company all books, documents, papers, drawings,
                  designs, materials and copies thereof (including copies and
                  notes made by the Chairman) relating to the Company's
                  activities and all credit cards, keys and other property of
                  the Company which may then be in this possession or under his
                  control.

14.      SHARE OPTION SCHEME

         14.1     On the Appointment Date the Company shall grant to the
                  Chairman the right to subscribe for 3,000,000 of ordinary
                  shares in the capital of the Company at the price of 5p per

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                  share. Furthermore, the Chairman has the right to subscribe to
                  a further 3,000,000 shares a year after the appointment date,
                  at that date's share price.

         14.2     Any options granted pursuant to Clauses 14.1 shall be
                  exercisable at that date's share price.

         14.3     Options granted by Clauses 14.1, shall be exercisable the date
                  they are granted and no later than ten years after.

         14.4     The Options shall, at the sole discretion of the Chairman,
                  become immediately exercisable on the happening of any of the
                  following events:

                  14.4.1   the shares in the Company are sold to an outside
                           investor;

                  14.4.2   the Company sells the whole or substantially the
                           whole of its business and/or assets.

         14.5     Subject to Clauses 14.4 and 14.5, an Option shall lapse on the
                  earlier of:

                  14.5.1   the eleventh anniversary of the date of the grant of
                           that Option; and

                  14.5.2   the first anniversary of the Chairman's death.

         14.6     In the event of any dispute between the Company and the
                  Chairman in relation to the operation of this Clause 14, the
                  dispute shall be referred to the Company's auditors from time
                  to time, whose decision shall be final. The costs of the
                  auditors in connection with such reference shall be borne by
                  the Company.

         14.7     An Option shall be exercisable by the Chairman giving written
                  notice to the Company of the number of shares in respect of
                  which he wishes to exercise the Option, accompanied by the
                  appropriate payment.

         14.8     Shares shall be allotted and issued to the Chairman pursuant
                  to a notice of exercise within 30 days of the date of
                  exercise, and a share certificate shall be issued to the
                  Chairman accordingly. Such shares shall rank pari passu with
                  the other ordinary shares in the Company.

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<PAGE>

         14.9     When an option is exercised in part only, the balance shall
                  remain exercisable on the same terms as originally applied to
                  the whole Option.

         14.10    In the event of any consolidation, sub-division or reduction
                  of capital by the Company, the number of shares subject to the
                  Option, and the subscription price for the shares, shall be
                  adjusted in such manner as the Company's auditors consider to
                  be fair and reasonable provided that:

                  14.10.1  The aggregate amount payable on the exercise of an
                           Option is not increased; and

                  14.10.2  the subscription price for the shares is not reduced
                           below par.

         14.11    The Company undertakes to insure that at all relevant times it
                  has sufficient authorized but unissued ordinary share capital
                  to enable the Chairman to exercise the Options granted to him
                  pursuant to this Clause 14.

         14.12    Further share options may be granted to the Chairman at the
                  discretion of the Remuneration Committee of the Company.

15.      NOTICES

         15.1     Any notice to be given pursuant to this Agreement shall be in
                  writing and may be delivered by hand, sent by prepaid post
                  sent first class (for inland mail) or airmail (for overseas
                  mail), or be transmitted by facsimile and shall be addressed
                  to the Party to be served in the case of:

                  15.1.1   the Company at its registered office for the time
                           being; and

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<PAGE>

                  15.1.2   the Chairman to the address specified above or to
                           such other address in England as a Party may notify
                           to the other Party in writing as being its address
                           for service.

         15.2     Notices sent by post shall be deemed served on the second
                  Working Day (for inland mail) or the fifth Working Day (for
                  overseas mail) after the date of posting and any notice
                  transmitted by facsimile shall be deemed to have been served
                  on the Working Day following the date of transmission and
                  PROVIDED THAT in the case of facsimile transmission a copy of
                  such transmission shall have been posted on the date of such
                  transmission in accordance with the provisions of this Clause
                  relating to the posting of notices.

16.      EFFECT OF TERMINATION

         The expiration or termination of this Agreement however arising shall
         not operate to affect such of the provisions of this Agreement as are
         expressed to operate or have effect after such expiration or
         termination and shall be without prejudice to any accrued rights or
         remedies of either of the parties.

17.      EMPLOYMENT RIGHTS ACT

         The provisions of the Schedule have effect to record information
         relating to the Executive given pursuant to the Employment Rights Act
         1996.

IN WITNESS whereof this Agreement has been duly executed as a deed the day and
the year first written above.

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                                 SIGNATURE PAGES
                                 ---------------


SIGNED BY SOMANTIS LTD

Has been hereunto

Affixed in the presence of:


/s/ AGAMEMNON A. EPENETOS              Director
-----------------------------
 (signature)

Agamemnon A. Epenetos
-----------------------------
(full name in block capitals)


/s/ PATRICIA IDEMA                     Director/Secretary
-----------------------------
(signature)

Patricia Idema
-----------------------------
(full name in block capitals)


SIGNED by TERRANCE J BRUGGEMAN         /s/ TERRANCE J. BRUGGEMAN
                                       ------------------------------------
                                       (signature)

In the presence of:

witness

Signature   /s/ DIANE DYER-BRUGGEMAN
            --------------------------------
Name        Diane Dyer-Bruggeman
            --------------------------------
Address     10 Old Course Drive
            --------------------------------
            Newport Beach, CA
            --------------------------------

            --------------------------------

Occupation  VP- HR Broadcom
            --------------------------------

(PLEASE COMPLETE IN CAPITALS)

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                                   SCHEDULE 1

                           Employment Rights Act 1996

         The following information is given to supplement the information given
in the body of the Agreement in order to comply with the requirements of Part 1
of the above Act:

         1.       The particulars relating to the Chairman's appointment are
                  correct as at date first appearing in this Agreement and any
                  variation of such particulars shall be notified in writing to
                  the Chairman within 1 month of such changes taking effect
                  PROVIDED ALWAYS that this paragraph shall not have effect so
                  as to entitle the Company to vary the terms and provisions of
                  such appointment in any way without the consent of the
                  Chairman.

         2.       The Chairman's appointment with the Company began on 1st
                  December 2004. No employment with a previous employer counts
                  as part of the Executive's continuous period of appointment
                  with the Company.

         3.       There are no normal hours of work for a Chairman. The standard
                  office hours of the Company are 9:00 am to 5:00 pm Monday to
                  Friday inclusive each week. The Chairman is expected to work
                  on 660 hours per year.

         4.       A contracting-out certificate pursuant to the provisions of
                  the Social Security Pensions Act 1975 is in force in respect
                  of the Chairman's appointment.

         5.       If the Chairman has any grievance or alleged grievance
                  relating to his appointment he should first of all discuss the
                  matter with the Board, whose decision shall be final.

         6.       If any question of discipline arises with regard to the
                  Chairman's appointment by the Company it shall be raised with
                  the Chairman by the Chief Executive Officer. In the event that
                  the Chairman is dissatisfied with any disciplinary action
                  taken against him he may appeal to the Board whose decision
                  shall be final.

         7.       Save as provided in this Agreement there are no terms and
                  conditions of employment relating to hours of work or to
                  normal working hours or to holiday pay or to incapacity for
                  work due to sickness or injury or to sick pay or to pensions
                  or to pension schemes.

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                                   SCHEDULE 2

                              PERMITTED ACTIVITIES

Venture member, H3D Ventures, 2005-present
Director, SeQual Technologies 2004-present
Steering Committee member, OCTANe 2004 - Present
Program Committee member, Forum for Corporate Directors 2004 - Present
Life Science Venture Reviewer, RTA@CONNECT 2003 - Present
Advisor Director, College of Business Administration, California State
 University, San Marcos 2002 - Present
Trustee, The Burnham Institute 2002 - Present
Director and Member of the Executive Committee, BIOCOM 1999 - Present
Director, The Chairman's Roundtable (Chairman 2000-2002) 1999 - Present
Director, The Lincoln Park Zoological Society (Chief Executive Officer
 1983-1987) 1974 - Present


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                                   SCHEDULE 3

1.       Preside at Board Meetings

2.       Assist the CEO in selecting information to be sent to the Board

         o        Ensure that directors receive timely, accurate and complete
                  information to enable sound decision making, effective
                  monitoring and advising.

3.       Assist the CEO in preparation of Board agenda

         o        Assure that the agenda takes into account issues and concerns
                  of Board members

         o        Assure that the agenda is forward looking and focuses on
                  strategic matters

4.       Serve as principal liaison to the independent directors.

5.       Set meeting schedules, to assure adequate time for discussion of agenda
         items.

6.       Encourage active engagement by all directors.

7.       Ensure that directors understand investor concerns.

8.       Uphold the highest standard of integrity.

9.       Set the tone of Board discussions to promote effective decision making
         and constructive debate.

10.      Promote effective relationships and open communication, both inside and
         outside the boardroom, between the independent directors and the
         management team.

11.      Build effective and complementary Board.

12.      Promote highest standards of corporate governance.

13.      Ensure effective monitoring and implementation of Board decisions.

14.      Report to the CEO as to business of affairs of the company and provide
         such explanations as the CEO may reasonably require.

15.      Establish close relationship of trust with the CEO, providing support
         and advice while respecting the executive responsibility of the CEO.

16.      Provide coherent leadership for the company, through understanding the
         views of stockholders and management.

17.      If it is not delegated to a Corporate Governance Committee, the
         Chairman should also have responsibility for (i) director orientation,
         and continuing education programs for individual directors as needed,
         (ii) reviewing possible committee assignments each year, and (iii)
         assuring manual evaluations are completed for the Board and committees.