**EMPLOYMENT
      AGREEMENT WITH**




**DR.
      JACK KACHKAR**




This
      Employment Agreement ("Agreement") is entered into as of this 1st day of
      October, 2006, with October 1, 2006 being the commencement date of the Agreement
      (the "Effective Date"), by and between Dr. Jack Kachkar (the "Executive") and
      Karver International, Inc., a New York corporation (the "Company” or the
“Employer”), or together the Parties.




RECITALS:





WHEREAS,
      the Company desires to employ the Executive to provide personal services to
      the
      Company, and also wishes to provide the Executive with certain compensation
      and
      benefits in return for such services; and





WHEREAS,
      the Executive wishes to be employed by the Company and provide personal services
      to the Company in return for certain compensation and benefits.





NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, it is hereby agreed by and between the Parties hereto as
      follows:




1.  EMPLOYMENT





1.1.  GENERAL.
      The Company hereby employs the Executive in the corporate position of Chairman
      and Chief Executive Officer, for the Company. The Company may also assign other
      reasonable corporate duties to the Executive from time to time. The Executive
      agrees to perform and discharge such duties well and faithfully, and to be
      subject to the supervision and direction of the Board of the Company. The
      Executive will be based in Miami, Florida, at an office maintained by the
      Company.





1.2.  CERTIFICATIONS.
      Whenever the Executive is required by law, rule or regulation or requested
      by
      any governmental authority or by the Company or the Company's auditors to
      provide certifications with respect to financial statements or filings with
      the
      Securities and Exchange Commission or any other governmental authority, the
      Executive shall sign such certifications as may be reasonably requested by
      such
      officers, with such exceptions as the Executive deems necessary to make such
      certifications accurate and not misleading.




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                  of 13










2.  COMPENSATION
      AND BENEFITS





2.1.  SALARY.
      At all times the Executive is employed hereunder, Employer shall pay to
      Executive, and Executive shall accept, as full compensation for any and all
      services rendered and to be rendered by him during such period to Employer
      in
      all capacities, including, but not limited to, all services that may be rendered
      the Executive to any of Employer's existing subsidiaries, entities and
      organizations hereafter formed, organized or acquired by Employer, directly
      or
      indirectly (each, a "Subsidiary" and collectively, the
      "Subsidiaries") **,** the
      following: (i) a base salary at the annual rate of $150,000 USD, or at such
      increased rate as the Board (through its Compensation Committee), in its sole
      discretion, may hereafter from time to time grant to Executive, subject to
      adjustments in accordance with Section 2.2 hereof (as so adjusted, the "Base
      Salary"); and (ii) any additional bonus and the benefits set forth in Sections
      2.3, 2.4 and 2.5 hereof. The Base Salary shall be payable in accordance with
      the
      regular payroll practices of Employer applicable to senior executives, less
      such
      deductions as shall be required to be withheld by applicable law and regulations
      or otherwise.





2.2.  ADJUSTMENTS
      IN BASE SALARY. On each January 1 st during
      the Employment Term, the Base Salary shall be increased by five percent (5%),
      commencing in 2008.





2.3.  BONUS.
      Subject to Section 3.3 hereof, the Executive shall be entitled to an annual
      bonus during the Employment Term in such amount as determined by the Board
      based
      on such performance criteria as it deems appropriate, including without
      limitation, the Executive's performance and Employer's earnings, financial
      condition, rate of return on equity and compliance with regulatory requirements.
      The target amount of Executive's annual bonus shall be at least ten (10%)
      percent of the Base Salary with no cap on bonus for reaching and exceeding
      performance targets as set out in the Company’s annual budget. At the discretion
      of the Board (through its Compensation Committee), the Executive shall also
      be
      entitled to additional project specific bonuses based on successfully completing
      business or commercial opportunities which are accretive to the Company’s
      financial performance.





2.4.  STOCK
      OPTIONS. The Executive shall be entitled to participate in stock option and
      similar equity plans of Employer once such plans are established.





2.5.  EXECUTIVE
      BENEFITS





2.5.1.  EXPENSES.
      Employer shall promptly reimburse the Executive for properly documented expenses
      that he may reasonably incur in connection with the performance of his duties
      including but not limited to, expenses for such items as entertainment, business
      travel (all air travel shall be at least Business Class), hotel, meals, dues,
      admission fees and initiation fees for various clubs. In the case of dues
      initiation and other fees for private clubs, the amount of reimbursement under
      this paragraph shall not exceed $15,000 USD for the year.


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2.5.2.  EMPLOYER
      PLANS. Executive shall be entitled to participate in such employee benefit
      plans
      and programs as Employer may from time to time generally offer or provide to
      executive officers of Employer or its Subsidiaries, including, but not limited
      to, participation in life insurance, health and accident, medical and dental
      plans including any such benefit plans offered by the Subsidiaries where
      applicable, and profit sharing and retirement plans.





2.5.3.  VACATION.
      Executive shall be entitled to four (4) weeks of paid vacation per calendar
      year, prorated for any partial year. Unused vacation days will continue to
      accrue for the benefit of the Executive and payable on termination of
      employment.





2.5.4.  TRANSPORTATION.
      Employer shall provide Executive with an automobile allowance of $2,000 USD
      per
      month together with all associated operating expenses and parking garage
      expense. During the Employment Term, in accordance with the directives of the
      Compensation Committee, the Executive shall be provided with reasonable
      transportation for business purposes while working at each of the Company’s
      office or business locations.





2.5.5.  PERSONAL
      FINANCIAL AND TAX CONSULTING. The Company shall reimburse the Executive for
      annual expense he incurs for personal financial and tax counselling, provided
      that the amount of such reimbursement for any year shall not exceed $10,000
      USD.





2.5.6.  PERSONAL
      LEGAL CONSULTING. Upon presentation of an invoice, the Company shall reimburse
      the Executive for any legal fees and expenses incurred in the negotiation of
      this Agreement, provided that the amount of such reimbursement shall not exceed
      $5,000 USD.





2.5.7.  LIFE
      INSURANCE. Employer shall obtain a term life insurance policy, the premiums
      of
      which shall be borne by Employer and the death benefits of which shall be
      payable to Executive's estate, or as otherwise directed by the Executive, in
      the
      amount equal to $1,000,000 USD.





3.  EMPLOYMENT
      TERM; TERMINATION





3.1.  EMPLOYMENT
      TERM. The Executive's employment hereunder shall commence on October 1, 2006
      and, except as otherwise provided in Section 3.2 hereof, shall continue until
      October 1, 2011 (the "Initial Term"). Thereafter, this Agreement shall
      automatically be renewed for successive one-year periods commencing on the
      fifth
      (5 th .)
      anniversary of the date of this Agreement (with the Initial Term and any such
      subsequent employment period(s), being referred to herein as the "Employment
      Term"), unless Executive or Employer shall have provided a Notice of Termination
      (as defined in Section 3.4.2 hereof) in respect of its or his election not
      to
      renew the Employment Term to the other party at least ninety (90) days prior
      to
      such termination. Upon non-renewal of the Employment Term pursuant to this
      Section 3.1 or termination pursuant to Sections 3.2.1 through 3.2.6 hereof,
      inclusive, Executive shall be released from any duties hereunder (except as
      set
      forth in Section 4 hereof) and the obligations of Employer to Executive shall
      be
      as set forth in Section 3.3 hereof only.


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3.2.  EVENTS
      OF
      TERMINATION. The Employment Term shall terminate upon the occurrence of any
      one
      or more of the following events:





3.2.1.  DEATH.
      In
      the event of Executive's death, the Employment Term shall terminate on the
      date
      of his death.





3.2.2.  WITHOUT
      CAUSE BY EXECUTIVE. Executive may terminate the Employment Term at any time
      during such Term for any reason whatsoever by giving a Notice of Termination
      to
      Employer. The Date of Termination pursuant to this Section 3.2.2 shall be sixty
      (60) days after the Notice of Termination is given.





3.2.3.  DISABILITY.
      In the event of Executive's Disability (as hereinafter defined), Employer may,
      at its option, terminate the Employment Term by giving a Notice of Termination
      to Executive. The Notice of Termination shall specify the Date of Termination,
      which date shall not be earlier than thirty (30) days after the Notice of
      Termination is given. For purposes of this Agreement, "Disability" means the
      inability of Executive for 180 days in any twelve (12) month period to
      substantially perform duties hereunder as a result of a physical or mental
      illness, all as determined in good faith by the Board.





3.2.4.  CAUSE.
      Employer may, at its option, terminate the Employment Term for "Cause" based
      on
      objective factors determined in good faith by a majority of the Board **** as
      set
      forth in a Notice of Termination to Executive specifying the reasons for
      termination and the failure of the Executive to cure the same within thirty
      (30)
      days after Employer shall have given the Notice of Termination; PROVIDED,
      HOWEVER, that in the event the Board in good faith determines that the
      underlying reasons giving rise to such determination cannot be cured, then
      the
      thirty (30) day period shall not apply and the Employment Term shall terminate
      on the date the Notice of Termination is given. For purposes of this Agreement,
      "Cause" shall mean: (i) Executive's conviction of, guilty or no contest plea
      to
      a felony (ii) an act or omission by Executive in connection with his employment
      that constitutes fraud, criminal misconduct, breach of fiduciary duty,
      dishonesty, gross negligence, malfeasance, wilful misconduct or other conduct
      that is materially harmful or detrimental to Employer; (iii) a material breach
      by Executive of this Agreement and the failure of the Executive to cure the
      same
      within thirty (30) days; or (iv) continuing failure to perform such proper
      duties as are assigned to Executive by in accordance with this Agreement and
      with law and good business practice, other than a failure resulting from a
      Disability.


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3.2.5.  EMPLOYER'S
      MATERIAL BREACH. Executive may, at his option, terminate the Employment Term
      upon Employer's material breach of this Agreement and the continuation of such
      breach for more than ten (10) days after written demand for cure of such breach
      is given to Employer by Executive (which demand shall identify the manner in
      which Employer has materially breached this Agreement). Employer's material
      breach of this Agreement shall mean: (i) the failure of Employer to make any
      payment that it is required to make hereunder to Executive when such payment
      is
      due or within two (2) business days thereafter; (ii) the assignment to
      Executive, without Executive's express written consent, of duties inconsistent
      with his positions, responsibilities and status with Employer, or a change
      in
      Executive's reporting responsibilities, titles or offices or any plan, act,
      scheme or design to constructively terminate the Executive, or any removal
      of
      Executive from his positions with Employer, except in connection with the
      termination of the Employment Term by Employer for Cause, without Cause or
      Disability or as a result of Executive's death or voluntary resignation or
      by
      Executive other than pursuant to this Section 3.2.6; or (iii) a reduction by
      Employer in Executive's Base Salary.





3.3.  CERTAIN
      OBLIGATIONS OF EMPLOYER FOLLOWING TERMINATION OF THE EMPLOYMENT TERM. Following
      termination of the Employment Term under the circumstances described below,
      Employer shall pay to Executive or his estate, as the case may be, the following
      compensation and provide the following benefits in full satisfaction and final
      settlement of any and all claims and demands that Executive now has or hereafter
      may have hereunder against Employer. In connection with Executive's receipt
      of
      any or all monies and benefits to be received pursuant to this Section 3.3,
      Executive shall not have a duty to seek subsequent employment during the period
      in which he is receiving severance payments and the Severance Amount (as defined
      in Section 3.3.2 hereof) shall not be reduced solely as a result of Executive's
      subsequent employment by an entity other than Employer.





3.3.1.  FOR
      CAUSE. In the event that the Employment Term is terminated by Employer for
      Cause, Employer shall pay to Executive, in a single lump-sum, an amount equal
      to
      any unpaid but earned Base Salary through the Date of Termination.





3.3.2.  WITHOUT
      CAUSE BY EMPLOYER; MATERIAL BREACH BY EMPLOYER; ELECTION NOT TO RENEW BY
      EMPLOYER. In the event that the Employment Term is terminated by Executive
      pursuant to Section 3.2.6 hereof or Employer elects not to renew this Agreement
      at any time pursuant to Section 3.1 hereof, or **** if
      such
      termination is effective at any time after a Change of Control (as defined
      in
      Section 3.4.1 hereof) of the Employer, it shall pay to Executive, subject to
      Executive's continued compliance with the terms of Section 4 hereof, any unpaid
      but earned Base Salary through the Date of Termination PLUS an amount equal
      to
      two (2) times annual Base Salary in effect at such applicable time (the
      "Severance Amount"). Additionally, any bonuses that are due to the Executive
      shall be paid by Employer to Executive. Any payments made in accordance with
      this Section 3.3.2 shall be made in a lump sum payment at a convenient date
      no
      later than fourteen (14) days after the termination date.


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3.3.3  WITHOUT
      CAUSE BY EXECUTIVE; ELECTION NOT TO RENEW BY EXECUTIVE. In the event that the
      Employment Term is terminated by Executive pursuant to Section 3.2.2 hereof
      or
      Executive elects not to renew this Agreement at any time pursuant to Section
      3.1
      hereof, Employer shall pay to Executive, in a single lump-sum, an amount equal
      to any unpaid but earned bonuses and Base Salary through the Date of
      Termination **** plus
      any
      additional compensation mutually agreed upon by Employer and Executive, at
      the
      Employer’s discretion, as approved by the Employer’s Compensation
      Committee.





3.3.4.  DISABILITY.
      In the event that the Employment Term is terminated by reason of Executive's
      Disability pursuant to Section 3.2.3 hereof, Employer shall pay to Executive,
      subject to, in the case of Disability, Executive's continued compliance with
      the
      terms of Section 4 hereof, the Severance Amount, payable in accordance with
      Section 3.3.2 hereof.





3.3.5.  POST-EMPLOYMENT
      TERM BENEFITS. In the event that the Executive is terminated pursuant to
      Sections 3.2.1 through 3.2.6 hereof, inclusive, or either Employer or Executive
      elects not to renew this Agreement pursuant to Section 3.1 hereof, Employer
      shall reimburse Executive for any unpaid expenses pursuant to Section 2.5.1
      hereof and if Executive is terminated pursuant to Sections 3.2.3 or 3.2.5 hereof
      or Employer elects not to renew this Agreement pursuant to Section 3.1 hereof,
      Employer shall pay, on behalf of Executive, for a period equal to six (6) months
      from the Date of Termination (the "Benefits Period"), subject to Executive's
      continued compliance with the terms of Section 4 hereof, all life insurance,
      medical, dental, health and accident, and disability plans and programs in
      which
      Executive was entitled to participate immediately prior to the Date of
      Termination; PROVIDED, that Executive's continued participation is legally
      possible under the general terms and provisions of such plans and programs.
      In
      the event that Executive's participation in any such plan or program is barred,
      Employer, at its sole cost and expense shall use its commercially reasonable
      efforts to provide Executive with benefits substantially similar to those that
      Executive was entitled to receive under such plans and programs for the
      remainder of the Benefits Period.





3.3.6.  STOCK
      OPTIONS





(a)
      If,
      within twelve (12) months following a Change of Control (as defined in Section
      3.4.1 hereof) of Employer, the Employment Term is terminated other than for
      Cause, then Executive (or his estate) shall have six (6) months from the date
      of
      such event to exercise such stock options; PROVIDED, that the such stock options
      shall not have otherwise expired in accordance with the terms thereof. In
      connection there with, Employer agrees to use commercially reasonable efforts
      to
      amend Executive's Stock Option Agreements if necessary to effectuate the
      provisions of this Section 3.3.6(a).


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(b)
      In
      the event the Employment Term is terminated (i) by Employer pursuant to Section
      3.2.4 hereof and the reason for such termination is not related to the
      performance of Executive in his duties with respect to Employer, or (ii) by
      Executive pursuant to Section 3.2.5 hereof, then all stock options theretofore
      granted to Executive shall thereupon vest and Executive shall have twelve (12)
      months from such date to exercise such options; PROVIDED, that the relevant
      stock option plan remains in effect and such stock options shall not have
      otherwise expired in accordance with the terms thereof. In connection therewith,
      Employer agrees to use commercially reasonable efforts to amend Executive's
      Stock Option Agreements if necessary to effectuate the provisions of this
      Section 3.3.6(b).





3.4.  DEFINITIONS





3.4.1.  "CHANGE
      OF CONTROL" DEFINED. A "Change of Control" of Employer means (i) the approval
      by
      the stockholders of the Company of the sale, lease, exchange or other transfer
      (other than pursuant to internal reorganization) by the Company of all or
      substantially all of its respective assets to a single purchaser or to a group
      of associated purchasers; (ii) the first purchase of shares of equity securities
      of the Company pursuant to a tender offer or exchange offer (other than an
      offer
      by the Company) for at least fifty (50%) percent of the equity securities of
      the
      Company; (iii) the approval by the stockholders of the Company of an agreement
      for a merger or consolidation in which the Company shall not survive as an
      independent, publicly-owned corporation; (iv) the acquisition (including by
      means of a merger) by a single purchaser or a group of associated purchasers
      of
      securities of the Company from the Company or any third party representing
      fifty
      (50%) percent or more of the combined voting power of the Company's then
      outstanding equity securities in one or a related series of transactions (other
      than pursuant to an internal reorganization or transfers of the Executive’s
      interests).





3.4.2.  "NOTICE
      OF TERMINATION" DEFINED. "Notice of Termination" means a written notice that
      indicates the specific termination provision relied upon by Employer or
      Executive and, except in the case of termination pursuant to Sections 3.2.1
      or
      3.2.2 hereof, that sets forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of the Employment Term under the
      termination provision so indicated.


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3.4.3.
      "DATE OF TERMINATION" DEFINED. "Date of Termination" means such date as the
      Employment Term is expired if not renewed or terminated in accordance with
      Sections 3.1 or 3.2 hereof.




4.  CONFIDENTIALITY
      AND NONSOLICITATION; PROPERTY RIGHTS





4.1.  "CONFIDENTIAL
      INFORMATION" DEFINED. "Confidential Information" means any and all information
      (oral or written) relating to Employer or any Subsidiary or any entity
      controlling, controlled by, or under common control with Employer or any
      Subsidiary or any of their respective activities, including, information not
      previously disclosed to the public or to the trade by the Company’s management,
      or otherwise in the public domain, with respect to the Company’s products,
      facilities, applications and methods, trade secrets and other intellectual
      property, systems, procedures, manuals, confidential reports, product price
      lists, customer lists, technical information, financial information, business
      plans, prospects or opportunities, but shall exclude any information which
      (i)
      is or becomes available to the public or is generally known in the industry
      or
      industries in which the Company operates other than as a result of disclosure
      by
      the Executive in violation of his agreements under this Section or (ii) the
      Executive is required to disclose under any applicable laws, regulations or
      directives of any government agency, tribunal or authority having jurisdiction
      in the matter or under subpoena or other process of law. The Executive confirms
      that all restrictions in this Section are reasonable and valid and waives all
      defences to the strict enforcement thereof.





4.2.  NON-DISCLOSURE
      OF CONFIDENTIAL INFORMATION. The Executive shall not at any time (other than
      as
      may be required or appropriate in connection with the performance by him of
      his
      duties hereunder), directly or indirectly, use, communicate, disclose or
      disseminate any Confidential Information in any manner whatsoever (except as
      may
      be required under legal process by subpoena or other court order).





4.3.  CERTAIN
      ACTIVITIES. The
      Company acknowledges that the Executive is currently employed by Inyx, Inc.,
      an
      affiliated Company in the capacity of Chairman and Chief Executive Officer,
      and
      as such majority of his time is devoted to that entity.





4.4.  INTENTIONALLY
      LEFT BLANK.


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4.5.  PROPERTY
      RIGHTS; ASSIGNMENT OF INVENTIONS. With respect to information, inventions and
      discoveries or any interest in any copyright and/or other property right
      developed, made or conceived of by Executive, either alone or with others,
      at
      any time during his employment by Employer and whether or not within working
      hours, arising out of such employment or pertinent to any field of business
      or
      research in which, during such employment, Employer is engaged or (if such
      is
      known to or ascertainable by Executive) is considering engaging, Executive
      hereby agrees:





(a)
      that
      all such information, inventions and discoveries or any interest in any
      copyright and/or other property right, whether or not patented or patentable,
      shall be and remain the exclusive property of the Employer;





(b)
      to
      disclose promptly to an authorized representative of Employer all such
      information, inventions and discoveries or any copyright and/or other property
      right and all information in Executive's possession as to possible applications
      and uses thereof;





(c)
      not
      to file any patent application relating to any such invention or discovery
      except with the prior written consent of an authorized officer of Employer
      (other than Executive);





(d)
      that
      Executive hereby waives and releases any and all rights Executive may have
      in
      and to such information, inventions and discoveries, and hereby assigns to
      the
      Company and/or its nominees all of Executive's right, title and interest in
      them, and all Executive's right, title and interest in any patent, patent
      application, copyright or other property right based thereon. Executive hereby
      irrevocably designates and appoints Employer and each of its duly authorized
      officers and agents as his agent and attorney-in-fact to act for him and on
      his
      behalf and in his stead to execute and file any document and to do all other
      lawfully permitted acts to further the prosecution, issuance and enforcement
      of
      any such patent, patent application, copyright or other property right with
      the
      same force and effect as if executed and delivered by Executive;
      and





(e)
      at
      the request of Employer, and without expense to Executive, to execute such
      documents and perform such other acts as Employer deems necessary or
      appropriate, for Employer to obtain patents on such inventions in a jurisdiction
      or jurisdictions designated by Employer, and to assign to Employer or its
      designee such inventions and any and all patent applications and patents
      relating thereto.





4.6.  INJUNCTIVE
      RELIEF. The parties hereby acknowledge and agree that: (a) Employer will be
      irreparably injured in the event of a breach by Executive of any of his
      obligations under this Section 4; (b) monetary damages will not be an adequate
      remedy for any such breach; (c) Employer will be entitled to injunctive relief,
      in addition to any other remedy which it may have, in the event of any such
      breach; and (d) the existence of any claims that Executive may have against
      Employer, whether under this Agreement or otherwise, will not be a defence
      to
      the enforcement by Employer of any of its rights under this Section
      4.


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                    13








4.7.  NON-EXCLUSIVITY
      AND SURVIVAL. The covenants of the Executive contained in this Section 4 are
      in
      addition to, and not in lieu of, any obligations that Executive may have with
      respect to the subject matter hereof, whether by contract, as a matter of law
      or
      otherwise, and such covenants and their enforceability shall survive any
      termination of the Employment Term by either party and any investigation made
      with respect to the breach thereof by Employer at any time.




5.
      MISCELLANEOUS PROVISIONS.





5.1.  SEVERABILITY.
      If, in any jurisdiction, any term or provision hereof is determined to be
      invalid or unenforceable, (a) the remaining terms and provisions hereof shall
      be
      unimpaired; (b) any such invalidity or unenforceability in any jurisdiction
      shall not invalidate or render unenforceable such provision in any other
      jurisdiction; and (c) the invalid or unenforceable term or provision shall,
      for
      purposes of such jurisdiction, be deemed replaced by a term or provision that
      is
      valid and enforceable and that comes closest to expressing the intention of
      the
      invalid or unenforceable term or provision.





5.2.  EXECUTION
      IN COUNTERPARTS. This Agreement may be executed in one or more counterparts,
      and
      by the different parties hereto in separate counterparts, each of which shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same agreement (and all signatures need not appear on any one
      counterpart), and this Agreement shall become effective when one or more
      counterparts has been signed by each of the parties hereto and delivered to
      each
      of the other parties hereto.





5.3.  NOTICES.
      All notices, requests, demands and other communications hereunder shall be
      in
      writing and shall be deemed duly given upon receipt when delivered by hand,
      overnight delivery or telecopy (with confirmed delivery), or three (3) business
      days after posting, when delivered by registered or certified mail or private
      courier service, postage prepaid, return receipt requested, as
      follows:





If
      to
      Employer, to:





**Karver
      International, Inc.**





601
      Brickell Key Drive, Suite 901


Miami,
      Florida, 33131


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If
      to
      Executive, to:





**Jack
      Kachkar**


Unit
      #
      1210, 445 Grand Bay Drive


Key
      Biscayne, Florida 33149





or
      to
      such other address(es) as a party hereto shall have designated by notice in
      writing to the other parties hereto.





5.4.  AMENDMENT.
      No provision of this Agreement may be modified, amended, waived, or discharged
      in any manner except by a written instrument executed by both the Employer
      and
      the Executive.





5.5.  ENTIRE
      AGREEMENT. This Agreement and, with respect to Section 3.3.6 hereof, Executive's
      Stock Option Agreements and the governing stock option plans, constitute the
      entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersede all prior agreements and understandings of the parties
      hereto, oral or written. In the event of any conflict between Section 3.3.6
      hereof and Executive's Stock Option Agreements and the governing stock option
      plans, Section 3.3.6 shall govern.





5.6.  APPLICABLE
      LAW. This Agreement shall be governed by and construed in accordance with the
      laws of the State of Florida applicable to contracts made and to be wholly
      performed therein.





5.7.  INTENTIONALLY
      LEFT BLANK.





5.8.  HEADINGS.
      The headings contained herein are for the sole purpose of convenience of
      reference, and shall not in any way limit or affect the meaning or
      interpretation of any of the terms or provisions of this Agreement.





5.9.  BINDING
      EFFECT; SUCCESSORS AND ASSIGNS. The Executive may not delegate any of his duties
      or assign his rights hereunder. This Agreement shall inure to the benefit of,
      and be binding upon, the parties hereto and their respective heirs, legal
      representatives, successors and permitted assigns. Employer shall require any
      successor (whether direct or indirect and whether by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business and/or
      assets of Employer, by an agreement in form and substance reasonably
      satisfactory to Executive, to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that Employer would be
      required to perform if no such succession had taken place.


Dr.
                  Jack Kachkar Employment Agreement
                11
                    of 13








5.10.  WAIVER,
      ETC. The failure of either of the parties hereto to, at any time, enforce any
      of
      the provisions of this Agreement shall not be deemed or construed to be a waiver
      of any such provision, nor to in any way affect the validity of this Agreement
      or any provision hereof or the right of either of the parties hereto thereafter
      to enforce each and every provision of this Agreement. No waiver of any breach
      of any of the provisions of this Agreement shall be effective unless set forth
      in a written instrument executed by the party against whom or which enforcement
      of such waiver is sought, and no waiver of any such breach shall be construed
      or
      deemed to be a waiver of any other or subsequent breach.





5.11.  CAPACITY,
      ETC. Executive and Employer hereby represent and warrant to the other that,
      as
      the case may be: (a) he or it has full power, authority and capacity to execute
      and deliver this Agreement, and to perform his or its obligations hereunder;
      (b)
      such execution, delivery and performance shall not (and with the giving of
      notice or lapse of time or both would not) result in the breach of any
      agreements or other obligations to which he or it is a party or he or it is
      otherwise bound; and (c) this Agreement is his or its valid and binding
      obligation in accordance with its terms.





5.12.  ARBITRATION.
      Any dispute or controversy arising under or in connection with this Agreement
      shall be settled exclusively in arbitration conducted in Miami, Florida in
      accordance with the rules of the American Arbitration Association then in
      effect. Judgment may be entered on the arbitrator’s award in any court having
      jurisdiction. Punitive damages shall not be awarded. In any arbitration
      proceeding, the party determined to be the prevailing party shall be entitled
      to
      receive, in addition to any other award, its attorneys’ fees and expenses of the
      proceeding **.**




[SIGNATURE
      PAGE FOLLOWS]


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IN
      WITNESS WHEREOF, this Agreement has been executed and delivered
      by the parties hereto as of the date first above written.




Karver
      International, Inc.


By:  
                /s/ Jay M. GreenName:
                Jay M. GreenTitle:
                Executive Vice President





EXECUTIVE/s/
                Dr. Jack KachkarDr.
                Jack Kachkar


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