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                                                                    EXHIBIT 10.1


EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") made and entered into this 22nd day
of December, 1993 between POLYDEX PHARMACEUTICALS LIMITED, a Bahamas corporation
(the "Employer") and THOMAS C. USHER (the Employee").

R E C I T A L S

A. The Employer presently is engaged in the business of the research,
development, manufacture and sale of dextran and certain of its derivatives and
various specialty chemicals (the "Business").

B. The Employee has certain unique skills and business experience which he
wishes to continue to devote to the Employer.

C. The Employee has heretofore served the Employer as its Chairman and Chief
Executive Officer, but without written employment agreement.

D. The Employer desires to employ the Employee pursuant to a written employment
agreement and the Employee desires to be so employed by the Employer.

E. This Agreement, after careful review and consideration, has been approved by
the Employer's board of directors (the "Board").

NOW THERFORE, in consideration of the premises together with other good and
valuable consideration, the receipt of which is hereby acknowledged, it is
agreed as follows:

1. Recitals and Effective Date: The foregoing recitals are true and correct, and
are incorporated herein by reference. The effective date of this Agreement shall
be December 22, 1993 (the "Effective Date").

2. Employment of the Employee: Subject to the terms and conditions contained
herein, and unless sooner terminated as hereinafter provided, the Employer
agrees to employ Employee, and Employee agrees to serve as an employee of the
Employer, for a term of employment commencing on February 1, 1994 (the
"Commencement Date") and ending five years from that date, (the "Term"). This
Agreement shall renew thereafter for similar terms of five (5) years each unless
either party gives the other one year's prior written notice of intent not to
renew prior to the expiration of the then current term.

3. Duties of the Employee: During the Term, the Employee shall have the
following powers and duties:

3.1 Employee will have the powers and duties of the Chairman of the Board and
Chief Executive Officer of the Employer, as set forth in the Employer's by-laws,
as amended (subject to the direction of the Board, which direction shall be
pursuant to reasonable policies adopted by the Board from time to time and
communicated by written notice to Employee). Employee shall principally be
responsible for assisting the Board in the development of long-term goals and
strategic planning, a marketing plan and new research, product development and
venture opportunities, and shall coordinate and supervise the implementation of
these goals, policies and activities. As Chairman of the Board, Employee also
shall serve as Chairman, ex officio, of all committees of the Board.

3.2 During the Term, Employee shall devote most of his business time, attention,
effort and skill to the business affairs and interests of the Employer. It is
furthermore understood and agreed that Employee may serve or continue to serve
on the boards of directors of and hold any other offices or positions in
companies or organizations as Employee may desire, provided such position will
not present any significant con-
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flict of interest with the Employer or materially affect the performance of
Employee's duties pursuant to this Agreement. If any potential conflict of
interest arises, Employee shall present the position and circumstances to a
meeting of the Board, which shall determine if a conflict exists. Nothing
contained herein shall prohibit Employee from managing his personal, financial,
and less active business affairs to the extent such affairs do not contravene
any of the foregoing provisions.

Notwithstanding anything to the contrary contained herein, the Employee shall
the right and the authority to delegate responsibility to one or more personnel
if he deems such delegation appropriate, and is hereby authorized to hire, on
behalf of Employer, additional agents, employees and other representatives who
are in his opinion necessary to handle the Employer's affairs.

3.3 During the Term, the Employer agrees to cause Employee to be elected as the
Chief Executive Officer and Chairman of the Board of the Employer, and as a
director on the Board.

4. Compensation: During the Term, as compensation for the services to be
rendered by Employee, the Employer shall pay Employee the following amounts:

4.1 Base Salary: Each twelve month fiscal period commencing February 1st of one
year, and ending January 31st of the next, is called herein a "Fiscal Year".
During the Fiscal Year beginning on the Commencement Date and ending January 31,
1995, Employee shall be paid at the annual rate of $120,000.00 (U.S. Funds),
payable in equal monthly installments (the "Base Salary").

4.2 Increase in Base Salary: During the balance of the Term, and for each
renewal Term, the Employee shall be entitled to increase in the Consumer Price
Index for all Urban Consumers and Urban Wage Earners U.S. City Average issued by
the United States Department of Labor Bureau of Labor Statistics, or its
successor index ("CPI") over the preceding calendar year.

5. Fringe Benefits: During the Term, Employee shall be entitled to:

5.1 Business Expenses: Employee is authorized to incur reasonable expenses to
execute and/or promote the Business of the Employer, including but not limited
to expenses for entertainment, travel and similar items. Employer will reimburse
Employee for all such expenses incurred on behalf of Employer.

5.2 Automobile: Employer shall furnish the Employee with Six Hundred ($600)
Dollar (U.S. Funds) per month automobile allowance with which Employee shall pay
the costs and expenses (inclusive of liability and casualty insurance) of an
automobile to be used by Employee in the performance of his duties as are or may
be customary for executives in the community who perform similar duties.
Provided, however, that in lieu of the automobile allowance Employer may provide
Employee with an appropriate automobile satisfactory to Employee for his use in
discharging his duties hereunder.

5.3 Health, Medical, and Dental Insurance: Employee shall be provided with
hospital, major medical, and dental insurance reasonably satisfactory to the
Employee and his family dependents with full medical and dental coverage. Said
policy shall be chosen by the Employee. Employee may request that Employer
satisfy this paragraph 5.3 by reimbursing Employee for payments made by Employee
under the existing plans which presently cover Employee.

5.4 Vacation: The Employee shall be entitled to four weeks paid vacation
annually.

5.5. Employer Benefit Plans: Employee shall be entitled to participate in any
and all plans, arrangements or distributions maintained by the Employer
pertaining to or in connection with any pension, profit sharing, stock options
and/or similar benefits for its regular employees and/or for its executives, as
determined by the Board or committees thereof pursuant to the governing
instruments which establish and/or determine 



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eligibility and other rights of the participants and beneficiaries under such
plans or other benefits programs.

6. Rights of Indemnification:

(a) Subject to the provisions of the Employer's Certificate of Incorporation and
Bylaws, each as amended from time to time, the Employer shall indemnify the
Employee to the fullest extent permitted by The Companies Act of the
Commonwealth of the Bahamas, as amended from time to time, for all amounts
(including without limitation, judgments, fines, settlement payments, expenses
and attorney's fees) incurred or paid by the Employee in connection with any
action, suit, investigation or proceeding arising out of or relating to the
performance by the Employee of services for, or the acting by the Employee as a
director, officer or employee of the Employer, or any other person or enterprise
at the Employer's request. Upon request of the Employee, all costs and expenses
of indemnification required hereunder shall be paid in advance.

(b) The Employer shall use its best efforts to obtain and maintain in full force
and effect during the Term directors' and officers' liability insurance policies
providing full and adequate protection to the Employee for is capacities,
provided that the Board of Directors of the Employer shall have no obligation to
purchase such insurance if, in its opinion, coverage is available only on
unreasonable terms.

7. Stock Options: The Employer hereby grants to the Employee options (the "Stock
Options") to purchase 2,500,000 shares of the common stock of the Employer (the
"Options Shares") exercisable over a six-year period regardless of whether the
Employee is working for, or employed by the Employer. Said Stock Options shall
be assignable and transferrable without any limitations whatsoever. The Employer
and Employee hereby agree that as of the date of this Agreement, all 2,500,000
shares shall be and are hereby declared to be vested and immediately
exercisable. The exercise price (the "Option Price") for the Option Shares shall
be Two Dollars and Twenty-Five ($2.25) cents (U.S. Funds) per share, which
Option Price is the closing price of the Employer's common stock as of the date
of this Agreement, and is the fair market value of the Option Shares. Stock
Options are cumulative. The Stock Options shall be exercisable from time to time
in whole or in part without affecting the remainder of the Stock Options during
the term of the exercisability and any renewal or extension thereof and for six
years from the date of this Agreement.

7.1 Exercise of Stock Options: Stock Options may be exercised by written notice
directed to the Employer or such other person as may be designated by the
Employer accompanied by a check payable to the Employer in payment of the option
price for the option shares. The Employer shall make immediate delivery of the
purchased option shares, fully paid and nonassessable, registered in the name of
the Employer subject to a restrictive legend set forth on the purchased Option
Shares certificate as follows:

The shares of stock represented by this Certificate have not been registered
under the Securities Act of 1993, as amended ("Act"), or the securities laws of
any other jurisdiction and may not be sold, transferred, pledged, hypothecated
or otherwise disposed of in any manner unless they are registered under such Act
and the securities laws of any applicable jurisdictions or unless pursuant to an
exemption therefrom.

7.2 Reclassification, Consolidation or Merger: If and to the extent that the
number of issued and outstanding shares of common stock of the Employer shall be
increased or reduced by a change of par value, split-up, reclassification,
distribution of a dividend payable in stock, issuance of convertible
debentures,warrants or similar transactions, the number of shares subject to the
Stock Options and the Option Price per share shall be proportionately adjusted
to protect the Employee from dilution. If the Employer is reorganized or
consolidated or merged with another corporation, the Employee shall be entitled
to receive options covering shares of such reorganized, consolidated, or merged
company in the same proportion, at an equivalent price, and subject to the same
conditions. For purposes of the preceding sentence, the excess of the aggregate
fair market value of the shares subject to the option immediately after the
reorganization, consol-



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idation or merger over the aggregate option price of such shares shall not be
more than the excess of the aggregate fair market value of all shares subject to
the Stock Options immediately before such reorganization, consolidation or
merger over the aggregate option price of such shares, and the new option or
assumption of the old Stock Options shall not give Employee additional benefits
which he did not have under the old Stock Options, or deprive him of benefits
which he had under the old Stock Options. If there is a purchase of stock of the
Employer by a party who is not an affiliate of the Employer that causes a change
in control of the Employer (as defined hereinafter), the Employer or purchasing
entity shall purchase the Options Shares which have not been registered on the
same basis as all other shares.

8. Death During Employment: If Employee dies during the Term of the Agreement,
the Employer will pay to the Employee's surviving spouse, for the balance of her
life, an amount equal to two-thirds (2/3) of the Base Salary which would
otherwise be payable to the Employee. Furthermore, the Employee's surviving
spouse or the Employee's estate, if otherwise provided, shall obtain all rights
in vested stock options plus the right to exercise the stock options on 100% of
the non-vested stock options, together with the sales rights of such stocks
and/or stock options that have been granted to the Employee hereunder.

9. Disability: If Employee suffers from a disability as hereinafter defined, his
employment hereunder may, after notice is hereinafter provided , at the option
of the Employer, be deemed terminated. In such event, the Employer will pay the
Employee the Base Salary, Bonus, and all fringe benefits otherwise payable to
him for a period of one year after the date upon which the Board deems the
Employee to be disabled hereunder (the "Disability Wage"). The Employer shall
have the right, however, to set off against the amount of the Disability Wage
payable to the Employee all amounts which may be received by Employee during
such one-year period pursuant any disability insurance which the Employee may
have. The Employer shall have no further wage obligations to the Employee or his
estate except as otherwise provided in this Agreement. For this purpose, the
terms "disability" and "disabled" are defined as Employee's inability for a
period of 180 days in a 360 day period to perform his duties under this
Agreement. If there is a dispute as to the existence of the Employee's
disability, then said dispute shall be submitted to binding arbitration as
provided hereafter.

10. Termination of Employment:

10.1 Termination by the Employee: Employee my voluntarily resign at any time
upon 60 days prior written notice to the Employer. In such event, and not
including circumstances described in Paragraph 12 below, Employee shall be
entitled solely to the amounts specified in Section 11.1 of this Agreement.

10.2 Termination by the Employer: Employee's employment may be terminated by the
Employer at any time, upon notice to Employee for "Cause". For this purpose, the
term "Cause" is defined as:

a. Breach. A material violations by Employee of his duties as an employee of the
Employer which are demonstrably willful and deliberate on his part and which are
not remedied in a reasonable period of time (not to exceed 30 days) after
receipt of written notice from the Employer;

b. Conviction: A conviction of Employee for a felony crime involving baseness,
vileness, depravity or moral turpitude that would negatively impact on the
Employer and/or the Employee's performance hereunder;

c. Fraud. The commission or participation of Employee in an act or acts of
personal dishonesty intended to result in his personal enrichment at the expense
of the Employer which is not remedied in a reasonable period of time after
receipt of written notice from the Employer; and

d. Chemical Dependency: Dependence by Employee upon an illegal substance,
including but not limited to, marijuana, cocaine, heroin, and all other illegal
substances and/or dependence by Employee upon the use 


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of alcohol, which, in any case, in the opinion of both Employee's family
physician and a physician chosen by the Employer, materially impairs Employee's
ability to perform his duties hereunder, which dependence is not cured or
rehabilitated within six months of receipt of written notice from the Employer
to the Employee.

Notwithstanding the foregoing, the Employee shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to him a
copy of a resolution duly adopted by the affirmative vote of not less than three
quarters (3/4) of the entire membership of the Board (which Board must consist
of at least four members at such time, including the Employee), at a meeting of
the Board held for the purpose (after at least seven days prior written notice
to the Employee and an opportunity for him, together with his counsel, to be
heard before said Board), finding that in the good faith opinion of said Board
the Employee was guilty of conduct set forth above in subsections (a), (b), (c)
or (d) above and specifying the particulars thereof in detail. In the event that
the Board shall consist of less than four members, the affirmative vote of at
least two-thirds of the entire membership of the Board will be required for
purposes of this Section.

10.3 Notice of Termination: Any termination by the Employer pursuant to Section
9 (Disability) or 10.2 (Cause), or by the Employee pursuant to Section 12 (Good
Reason), shall be communicated by written Notice of Termination to the other
party or parties hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
employment of the Employee under the provision so indicated.

10.4 Date of Termination: For purposes of this Agreement, "Date of Termination"
shall mean:

(i) if this Agreement is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that the Employee shall not have
returned to the performance of his duties on a full-time basis during such
thirty (30) day period);

(ii) if the Employee's employment is terminated under Section 12 (Good Reason)
below, the date specified in the Notice of Termination; and

(iii) if the Employee's employment is terminated for any other reason, the date
of which a Notice of Termination is given; provided that if within thirty (30)
days after any Notice of Termination is given the party or parties receiving
such Notice of Termination notifies the other party or parties that a dispute
exists concerning the termination, the Date of Termination shall be the date on
which the dispute is finally determined by a binding and final arbitration award
or by a final judgment, order or decree of a court of competent jurisdiction
(the time for appeal therefrom having expired and no appeal having been
perfected); provided, however, that the Employee's action is finally adjudicated
or arbitrated in his favor and against the Employer or that the Employee's
action is settled by written agreement of the parties in the Employee's favor.

11. Payments Upon Termination:

11.1 Termination by the Employer for Cause, Resignation or by Mutual Agreement.
If Employee and the Employer mutually agree to the termination of this
Agreement, if Employee voluntarily resigns, except as provided in Paragraph 12
below, or if Employee is terminated by the Employer for Cause, then Employee
shall be entitled only to a pro rata portion of the Base Salary together with
accrued vacation to such date, all Stock Options available under this Agreement,
and all applicable reimbursements from the Employer due under Paragraph 5
hereof.

11.2 Termination for Reasons other than Termination by the Employer for Cause,
Resignation, Mutual Agreement, Death or Disability. For any form of termination
other than that described in the preceding sec-

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tion or in sections 8 or 9, including if the Employee shall terminate his
employment for Good Reason, as herein defined, or if the Employer shall
terminate the Employee without Cause, but only if the Employee as a Director of
the Employer, shall have voted to oppose the termination, then the Employer
shall pay the Employee the following amounts:

(i) The Employee's full Base Salary (and any annual increases) through the Date
of Termination at the rate in effect at the time Notice of Termination is given.

(ii) A lump sum payment of Five Hundred Thousand ($500,000) Dollars.

(iii) All Option Shares shall be exercisable for a period of five years from the
Date of Termination.

(iv) The Employer shall also pay all indemnity payments and all legal fees and
expenses incurred by the Employee as a result of such termination (including all
such fees and expenses, if any incurred in contesting or disputing any such
termination or in seeking to obtain or enforce any right or benefit provided by
this Agreement).

The Employee shall not be required to mitigate the amount of any payment
provided for in this section 11.2 by seeking other employment or otherwise.

12. Good Reason. The Employee may terminate his employment for Good Reason. For
purposes of this Agreement "Good Reason" shall mean:

(i) without the express written consent of Employee, the assignment to him or
any duties grossly inconsistent with his positions, duties, responsibilities and
status with the Employer, or a change in his reporting responsibilities, titles,
or offices, or any removal of him from or any failure to re-elect him to any of
such positions, except because of the termination of his employment for Cause,
Disability or Death;

(ii) a reduction by the Employer in his Base Salary as in effect on the date
hereof, or as the same my be increased from time to time; or the failure by the
Employer to increase such Base Salary each year as provided for in this
Agreement;

(ii) the failure by the Employer to continue in effect any Employer-sponsored
benefit or compensation plan, pension plan, life insurance plan, medical and
dental plan, personal accident plan or disability plan in which the Employee is
participating (or plans providing him with substantially similar benefits), the
taking of any action by the Employer which would adversely affect his
participation in or materially reduce his benefits under any of such plans or
deprive him of any material fringe benefit enjoyed by him, or the failure by the
Employer to make any of the payments called for in Section 5 hereof;

(iv) the failure of the Employer to obtain the assumption of an agreement to
perform this Agreement by any successor as contemplated in Section 17 below;

(v) a "Change in Control" of the Employer as defined in Section 13 below; or

(vi) the purported termination of the Employee's employment which is not
effected pursuant to a Notice of Termination satisfying the requirements
subparagraph (f) below, and for purposes of this Agreement, no such purported
termination shall be effective.

13. Change in Control

(a) For purposed of this Agreement, a "change in control of the Employer" shall
mean a change in control of the nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 



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14A promulgated under the Securities Exchange Act of 1934, as amended
("Exchange Act"); provided that, without limitation, such a change of control
also be deemed to have occurred;

(i) if any "person" (as such term is used in Sections 13(d) and 14(d) (2) of the
Exchange Act) is or become the beneficial owner, directly or indirectly by
acquisition, or otherwise, or securities of the Employer representing
twenty-five (25%) percent or more of the combined voting power of the Employer's
then outstanding securities; or

(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Employer cease
for any reason to constitute at least a majority thereof, unless the election or
the nomination for election by the Employer's shareholders, or each new
director, was approved by a vote of at least three-fourths (3/4) of the
directors then still in office who were directors at the beginning of the
period.

(b) If any of the events described in this Section 13 hereof constituting a
change in control of the Employer shall have occurred, the Employee shall be
entitled to the benefits provided in Section 11.2.

14. Reporting Obligation: The Employer and the Employee hereby agree that the
Employee shall only be responsible to, and shall be required to report only to
the Employer's Board.

15. Restrictive Covenant: As a inducement for the Employer to enter into this
Agreement and provided that the Employer is in good standing under the terms of
this Agreement, Employee agrees that for the longer of the period of Employee's
employment with the Employer or the period that Employee serves as a director on
the Board of the Employer and for a period of one year thereafter, Employee
shall not either directly as an owner, partner, shareholder, agent, director,
employee, independent contractor, representative, consultant or otherwise within
the States of Florida or Kansas or the Canadian provinces of Ontario or British
Columbia or in other areas where the Employer then carries on its business
either (1) engage in any business which competes with the existing business of
the Employer or any of its affiliates or (2) solicit employees of the Employer
to perform services for another business. Notwithstanding the foregoing
provisions of this Agreement, Employee may own shares of common stock of the
Employer; or own shares of stock in any corporation whose shares of stock are
registered under Section 12 of the Securities Exchange Act of 1934 as amended,
and which is engaged in the business which is in competition with the business
then engaged by the Employer and its affiliates, provided that the acquisition
of said shares of stock is for investment purposes only, and that Employee shall
not own, directly or indirectly, 5% or more of the issued and outstanding shares
of any class of stock or such corporation.

16. Notices: Any notice, request, demand, offer, payment or communication
required or permitted to be given by any provision of this Agreement shall be
deemed to have been delivered and given for all purposes if written, and (1) if
delivered personally or by courier or delivery service to the address set forth
below at the time of such delivery, (b) if sent by registered or certified
United States mail, postage and charges prepaid, addressed to the intended
recipient, at the address specified below, effective upon receipt or refusal.

If to the Employer:                 Polydex Pharmaceuticals Limited
                                    421 Comstock Road,
                                    Scarborough,Ontario
                                    CANADA   MIL 2H5

with a copy to:                     Peter Higgs, Esq.
                                    Higgs & Johnson
                                    Sandringham House
                                    83 Shirley Street

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                                    Nassau, Bahamas

If to the Employee:                 Thomas C. Usher
                                    Kwan-Yin Club
                                    Nassau, Bahamas

with a copy to:                     Thomas C. Usher
                                    14125 30th Avenue
                                    South Surrey, British Columbia
                                    CANADA V4P 2J4

Any party may change the address to which notices are to be mailed by giving
five (5) days prior notice as provided herein to all other parties. Commencing
on the day after the receipt or refusal of such notice, such newly designated
address shall be such person's address for purposes of all notices or other
communications required or permitted to be given pursuant to this Agreement.

17 . Successors:

(a) The Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Employer, by agreement in form and substance
satisfactory to the Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place. Failure to obtain
such agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle the Employee to compensation from the
Employer in the same amount and on the same terms as he would be entitled
hereunder if the Employee had terminated his employment for Good Reason, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this section, "Employer" shall mean the Employer 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 17 or which otherwise
becomes bound by all the terms and provisions of the Agreement by operation of
law.

18. Construction of Agreement:

18.1 Bahamas Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of the Bahamas, and all of its
provisions shall be administered according to and it validity shall be
determined under the laws of the Commonwealth of the Bahamas without reference
to Bahamian law provisions regarding conflicts of law.

18.2 Gender and Number. Whenever appropriate, references in this Agreement in
any gender shall be construed to include all other genders, references in the
singular shall be construed to include the plural, and references in the plural
shall be construed to include the singular, unless the context clearly indicates
to the contrary.

18.3 Certain Words. The words "hereof", "herein", "hereunder", and other similar
compounds of the word "here" shall mean and refer to the entire Agreement and
not to any particular article, provision or paragraph unless so required by this
Agreement.

18.4 Captions. Section and paragraph headings, titles or captions contained in
this Agreement are inserted only as a matter of convenience and/or reference,
and they shall in no way be construed as limiting, 




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extending, defining or describing either the scope or intent of this Agreement
or any provision hereof.

18.5 Counterparts. This Agreement may be executed in one or more counterparts,
and any such counterpart shall, for all purposes, be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.

18.6 Severability. The invalidity of unenforceability of any provision hereunder
(or any portion of such a provision) shall not affect the validity or
enforcability of the remaining provisions (or remaining portions of such
provisions) of this Agreement.

19. Miscellaneous;

19.1 Entire Agreement. This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter hereof, and supersedes and revokes any
and all prior existing agreements, written or oral, relating to the subject
matter hereof, and this Agreement shall be solely determinative of the matters
addressed herein.

19.2 Waiver. Either the Employer or Employee may, at any time or times, waive
(in whole or in part) any rights or privileges to which he or it may be entitled
hereunder. However, no waiver by any party of any condition or of the breach of
any term, covenant, representation or warranty contained in this Agreement, in
any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach in other instances, or as a
waiver of any other condition or of any breach of any other terms, covenants,
representations of warranties contained in this Agreement, and no waiver shall
be effective unless it is in writing and signed by the waiving party.

19.3 Attorney's Fees. If either party shall be required to retain the services
of an attorney to enforce any of his or its rights hereunder, the prevailing
party shall be entitled to receive from the other party all costs and expenses
including (but not limited to) court costs and attorney's fees (whether in a
court of original jurisdiction or one or more courts of appellate jurisdiction),
incurred by him or it in connection therewith.

19.4 Venue. Any litigation arising hereunder shall be instituted only in Palm
Beach County, Florida, the place where this Agreement was executed, and all
parties hereto agree that venue shall be proper in said county for all such
legal or equitable proceedings.

19.5 Assignment. The rights and obligations of the parties under this Agreement
shall inure to the benefit of and shall be binding upon their successors,
assigns, and/or other legal representatives. This Agreement shall not be
assignable by the Employer, except as provided herein by Employee. The services
of Employee are personal and his obligations may not be delegated by him except
as otherwise provided herein.

19.6 Amendment. This Agreement may not be amended, modified, superseded or
canceled, and any of the matters, covenants, representation, warranties or
conditions hereof may not be waived, except by a written instrument executed by
the Employer and Employee or, in the case of a waiver, by the party to be
charged with such waiver.

19.7 Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
with the American Arbitration Association, Boynton Beach, Florida, and judgment
upon the award rendered by the arbitrators may be entered in any court having
jurisdiction over the parties. The dispute will be resolved by a panel of three
arbitrators if the dollar amount in question that is being arbitrated exceeds
$100,000.00.


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IN WITNESS WHEREOF, the Employer and Employee have caused this Agreement to be
executed on the day and year first above written.

WITNESS:                                    "Employer"
/s/ Sharon Wardlaw                          POLYDEX PHARMACEUTICALS LIMITED
                                            a Bahamas corporation


                                            /s/ George Usher

/s/ Larry Schaun                            By: George Usher, President


                                            "Employee"

                                            /s/ Thomas C. Usher


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