Exhibit 10.10

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  (this  "Agreement") is made effective as of
this  15TH  day of  February,  2005  (the  "Effective  Date"),  by  and  between
ImmuneRegen BioSciences,  Inc., a Delaware corporation (the "Company"), and John
N. Fermanis, an individual ("Employee"), with reference to the following facts:

RECITALS

         WHEREAS,  the  Company  desires  that  Employee  be  employed  as Chief
Financial Officer of the Company; and

         WHEREAS,  Employee is willing to be employed by the Company and provide
services to the Company under the terms and conditions herein stated.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter  contained,  and for other good and  valuable  consideration,  it is
hereby agreed by and between the parties hereto as follows:

AGREEMENT

      1.    EMPLOYMENT, SERVICES, AND DUTIES

            1.1   EMPLOYMENT.  The  Company  hereby  employs  Employee  as Chief
                  Financial  Officer of the Company and Employee  hereby accepts
                  such  employment  as of the  Effective  Date  upon the  terms,
                  covenants  and  conditions  set forth herein.  Employee  shall
                  render  his/her  services to the Company by and subject to the
                  instructions  and  directions of the  Company's  President and
                  Chief  Executive  Officer  to  whom  Employee  shall  directly
                  report.

            1.2   DUTIES.  Employee shall perform all duties assigned to him/her
                  to the best of his/her ability and in a manner satisfactory to
                  the Company.

            1.3   TIME AND  EFFORTS.  Employee  shall devote  his/her  full-time
                  efforts,  attention,  and  energies  to  the  business  of the
                  Company.  Notwithstanding the foregoing,  Employee may perform
                  services  for other  persons,  businesses  and  organizations,
                  provided  that  the  performance  of such  services  does  not
                  interfere  and  is  not   inconsistent   with  the  Employee's
                  performance  of  his/her  duties  and  obligations  under this
                  Agreement, including without limitation, the Employee's duties
                  and obligations under Section 6 of this Agreement.

      2.    TERM

            The term of employment  under this Agreement  ("Term of Employment")
            shall commence on the Effective Date and,  subject to the provisions
            of Section 4 below, shall continue for three years.

      3.    COMPENSATION

                                      -1-

<PAGE>

            As  the  total   consideration  for  Employee's   services  rendered
            hereunder, Employee shall be entitled to the following:

            3.1   BASE SALARY. A salary of $60,000 until the Company completes a
                  financing of $500K or more.  A salary of $85,000  beginning on
                  the  Financing  Date  through  the end of  December  2005 (the
                  "First Year Salary"). A salary of $98,000 from January 1, 2006
                  through December 31, 2006 (the "Second Year Salary"). A salary
                  of $112,000  from  January 1, 2007  through  December 31, 2007
                  (the "Third Year Salary" and collectively  with the First Year
                  Salary and the Second Year  Salary,  the "Base  Salary").  The
                  Base  Salary  shall be  payable  in  regular  installments  in
                  accordance  with  the  customary   payroll  practices  of  the
                  Company.  Employee's  Base  Salary  shall be  subject  to such
                  payroll  deductions as required by law or as appropriate under
                  the Company's payroll deduction procedures.

            3.2   COMMON STOCK.  Employee shall be issued 100,000 shares of IRBO
                  common  stock  upon the  signing  of this  Agreement.  Another
                  100,000  shares of IRBO  common  stock is also to be issued in
                  equal  monthly  installments  over the next twelve (12) months
                  after signing this agreement.

            3.3   BONUS.  Employee  shall be entitled to a  discretionary  bonus
                  pursuant to those terms set forth in EXHIBIT A hereto.

            3.4   EXPENSES. During the Term of Employment,  Employee is entitled
                  to  reimbursement   for  reasonable  and  necessary   business
                  expenses,   per  Company  policy,   incurred  by  Employee  in
                  connection with the performance of Employee's duties hereunder
                  provided  that (a) such  expenses are  ordinary and  necessary
                  expenses  incurred on behalf of the Company,  and (b) Employee
                  provides  the Company  with  itemized  accounts,  receipts and
                  other  documentation  for such  expenses,  to be  reviewed  by
                  Michael K. Wilhelm, as are reasonably required by the Company.

            3.5   VACATION. The Company's board of directors shall determine the
                  Employee's  vacation time during the first year of the Term of
                  Employment. Employee shall be entitled to three weeks vacation
                  time  during  the  second  and  third  years  of the  Term  of
                  Employment  without  loss of  compensation  during the Term of
                  Employment.  Employee's  vacation  shall  be  governed  by the
                  Company's usual policies applicable to all Employees.

            3.6   FRINGE BENEFITS.  Employee shall be entitled to participate in
                  or receive  benefits under any employee  benefit plan or other
                  arrangement  made  available by the Company to its  employees,
                  subject  to  and  on  a  basis   consistent  with  the  terms,
                  conditions  and  overall  administration  of  such  plans  and
                  arrangements.

      4.    TERMINATION

                                      -2-

<PAGE>

            Employee's employment shall terminate prior to the expiration of the
            Term of  Employment  set forth in Section 2 above upon the happening
            of the following:

            4.1   TERMINATION   FOR  CAUSE.   The  Company  may  terminate  this
                  Agreement for Cause.  For purposes of this Agreement,  "Cause"
                  shall mean:

                  (a) a  material  act of  dishonesty  in  connection  with  the
                  Employee's responsibilities as an employee of the Company;

                  (b) Employee's conviction of, or plea of nolo contendere to, a
                  felony or a crime involving moral turpitude;

                  (c) Employee's  gross  misconduct which has a material adverse
                  effect  on the  Company;  or

                  (d)  Employee's  consistent  and  willful  failure  to perform
                  his/her  employment  duties  where such  failure is note cured
                  within 30 after written notice to Employee by the Company.

            4.2   TERMINATION  WITHOUT  CAUSE.  The  Company may  terminate  the
                  employment  of Employee and all of the  Company's  obligations
                  hereunder (except as hereinafter provided) at any time and for
                  any  reason or for no  reason  during  the Term of  Employment
                  without  Cause  by  giving  Employee  written  notice  of such
                  termination,  to be  effective  30 days  flowing the giving of
                  such written notice.

            4.3   TERMINATION DUE TO DISABILITY OR DEATH,  Employee's employment
                  hereunder:

                  (a)   May be terminated by the Company upon 30 days' notice to
                        Employee  in the event  that the  Company  in good faith
                        determines    that   Employee   has   been   unable   to
                        satisfactorily   perform   his/her   duties  under  this
                        Agreement  for  an  aggregate  of  90  days  within  any
                        12-month  period,  or can  reasonably  be expected to be
                        unable  to do so  for  such  period,  as the  result  of
                        Employee's   incapacity   due  to   physical  or  mental
                        impairment,  and  within  30  days  of  receipt  of such
                        notice,   Employee   shall  not  have  returned  to  the
                        full-time,  continuing  performance  of  his/her  duties
                        hereunder, and

                  (b)   Will terminate immediately upon the death of Employee.

      5.    EFFECT OF TERMINATION

            5.1   TERMINATION FOR CAUSE. In the event that Employee's employment
                  is  terminated  pursuant  to Sections  4.1 above,  the Company
                  shall pay to Employee, or his/her representatives, on the date
                  of  termination of employment  (the  "Termination  Date"),  in
                  satisfaction in full for all of its obligations hereunder, the
                  following:

                  (a)   Two months  salary and payment for any accrued  vacation
                        provided for in Section 3.5, in each case  computed on a
                        pro rata basis to the Termination Date; and

                                      -3-

<PAGE>

                  (b)   Any expense  reimbursements due and owing to Employee as
                        of the Termination Date.

            5.2   TERMINATION FOR DEATH OR DISABILITY.  In the event  Employee's
                  employment is terminated  pursuant to Section 4.3, the Company
                  shall pay to  Employee,  or  his/her  representatives,  on the
                  Termination  Date  in  satisfaction  in  full  for  all of its
                  obligations hereunder, the following:

                  (a)   in the case of termination due to death, payment for any
                        accrued  vacation  provided  for in Section 3.5, in each
                        case  computed  on a pro rata  basis to the  Termination
                        Date; and

                  (b)   in the case of termination due to disability, two months
                        salary and payment for any accrued vacation provided for
                        in  Section  3.5,  in each case  computed  on a pro rata
                        basis to the Termination Date; and

                  (c)   in the  case  of  termination  due to  either  death  or
                        disability,  any expense reimbursements due and owing to
                        Employee as of the Termination Date.

            5.3   TERMINATION  WITHOUT CAUSE OR A CONSTRUCTIVE  TERMINATION.  In
                  the event  Employee's  employment  is  terminate  pursuant  to
                  Section 4.2 or in the event a Constructive Termination occurs,
                  the Company shall pay to Employee, his/her representatives, on
                  the  Termination  Date in  satisfaction in full for all of its
                  obligations hereunder, the following:

                  (a)   the  remainder  of the salary for the year or six months
                        salary, whichever is greater and payment for any accrued
                        vacation  provided  for in  Section  3.5,  in each  case
                        computed  on a pro rata basis to the  Termination  Date;
                        and

                  (b)   any expense  reimbursements due and owing to Employee as
                        of the Termination Date.

      6.    NON-COMPETITION; CONFIDENTIALITY; NON-SOLICITATION

            6.1   COVENANT  NOT TO  COMPETE.  During  the  Term  of  Employment,
                  neither Employee nor any affiliate of Employee,  shall compete
                  in any manner,  directly or  indirectly,  with the business of
                  the Company  and/or its  affiliates  (that is, the business of
                  developing,  manufacturing,  marketing or selling  products or
                  services   similar  to  those  of  the   Company   and/or  its
                  affiliates), or own, manage, operate, control,  participate or
                  have any  interest in or be  connected  in any manner with the
                  ownership   or   control   of   any    business    developing,
                  manufacturing,  marketing  or  selling  products  or  services
                  similar to those of the Company and/or its affiliates. As used
                  in this  Agreement,  an "affiliate" of Employee is any spouse,
                  parent,  child,  or sibling of Employee,  or any  corporation,
                  partnership,   association  or  their  business  entity  which
                  directly  or  indirectly  is  controlled  or can have its acts
                  affected by Employee or in which  Employee has an  investment.
                  Nothing  contained  in  this  Agreement  shall  be  deemed  to
                  preclude  Employee  from  purchasing  or owning,  directly  or
                  beneficially,  as a passive investment, less than five percent
                  (5%)  of  any  class  of  publicly  traded

                                      -4-

<PAGE>

                  securities  of any  corporation  so long as Employee  does not
                  actively  participate  in or control,  directly or indirectly,
                  any  investment  or  other  decisions  with  respect  to  such
                  corporation.

            6.2   CONFIDENTIALITY  AND  RETURN OF  COMPANY  DOCUMENTS.  Employee
                  recognizes  and   acknowledges   that  by  virtue  of  his/her
                  employment  with the  Company,  he/she  will  have  access  to
                  certain  trade  secret  and  confidential  information  of the
                  Company  and  that  such  information   constitutes  valuable,
                  special  and  unique  property  of the  Company,  and  derives
                  economic value because it is not generally known to the public
                  or to others  who could  benefit  from its  disclosure  or use
                  ("Trade Secrets").  Trade Secrets include, but are not limited
                  to, the following:

                  (a)   customer and contact  information such as customer lists
                        and  other  information   concerning  particular  needs,
                        problems,  likes or dislikes of the Company's  customers
                        and contacts;

                  (b)   the identities of the Company's customers and contacts;

                  (c)   price information,  such as price lists, the contents of
                        bids, and other information concerning costs or profits;

                  (d)   technical  information,   such  as  formulae,  know-how,
                        computer  programs,  software,  source and object codes,
                        secret  processes or machines,  inventions  and research
                        projects, documentation, or other methods or processes;

                  (e)   business information relating to costs, profits,  sales,
                        markets,   suppliers,  plans  for  further  development,
                        market studies or research projects;

                  (f)   personnel  or  a  compilation  of  data  concerning  the
                        Company's employees and independent contractors; and

                  (g)   any other information  valuable because of it private or
                        confidential nature.

                  Employee  agrees that during the term of  employment,  and for
                  three years  thereafter,  he/she will not  reproduce,  copy or
                  disclose the Company's Trade Secrets and confidential business
                  information to any person, firm,  corporation,  association or
                  other entity for any reason or purposes  whatsoever,  nor will
                  Employee advise, discuss or in any way assist any other person
                  or  firm  (including  customers  or  former  customers  of the
                  Company) in obtaining or learning  about the  Company's  Trade
                  Secrets.   Employee   covenants  and  acknowledges  that  upon
                  separation  from  employment  with the  Company,  he/she shall
                  immediately  surrender  to the  Company  all of the  Company's
                  Trade  Secrets and any and all such  documents,  materials  or
                  other  tangible  items  pertaining to these Trade Secrets that
                  he/she may  possess and that such Trade  Secrets  shall be and
                  remain the sole property of the Company.  Employee agrees that
                  if he/she is in doubt as to whether any information, material,
                  or document is a Trade Secret or is confidential,  he/she will
                  contact  the  board  of  directors   of  the  Company   before
                  disclosing  or using such  information  for any purpose  other
                  than in furtherance of Employee's duties as an employee of the
                  Company.  Employee  agrees that it will not work for a company
                  competing directly with the Company during the term of his/her
                  employment and for three years thereafter.

                                      -5-

<PAGE>

            6.3   SOLICITATION OF THE COMPANY'S EMPLOYEES OR CUSTOMERS. Employee
                  agrees that at any time during the term of his/her  employment
                  and for three  (3) years  after  that  term  he/she  shall not
                  solicit, directly or indirectly,  any employees of the Company
                  to  leave  employment  by the  Company  to  work  for or  with
                  Employee or any  competitor  of Company nor solicit any of the
                  Company's  customers or potential customers who were solicited
                  by the Company  within a twelve (12) month period  immediately
                  prior to the termination of Employee's engagement.

            6.4   SURVIVAL  OF   CONFIDENTIALITY   AND   NON-SOLICITATION.   The
                  requirements  and  covenants of this Section 6.2 and 6.3 shall
                  survive and continue  after the Term of  Employment.  Employee
                  recognizes and agrees that  violation or threatened  violation
                  of any  provision  contained  in  this  Section  6 will  cause
                  irreparable  damage  or  injury  to the  Company  and that the
                  Company's remedies at law for any breach of this Section 6 may
                  not be adequate, and the exact amount of the Company's damages
                  in the event of such breach may be  impossible  to  ascertain.
                  Therefore,  the  Company  shall be  entitled,  as a matter  of
                  right,  without  further  notice and without the  necessity of
                  posting bond thereof, to injunctive and other equitable relief
                  restraining  any  threatened  or  further  violation  of  this
                  Section.  The  Company's  right to an  injunction  shall be in
                  addition  to, and not in  limitation  of, any and other rights
                  and remedies it may have against Employee,  including, but not
                  limited to, the recovery of damages.

      7.    NOTIFICATION TO NEW EMPLOYER.

            If Employee leaves the employ of the Company,  Employee  consents to
            the Company's  notification  to any new employer of  Employee's  and
            Company's rights and obligations under this Agreement.

      8.    SEVERABILITY

            Should any term, provision,  covenant or condition or this Agreement
            be held to be void or  invalid,  the same shall not affect any other
            term, provision,  covenant or condition of this Agreement,  but such
            remainder  shall  continue  in full force and effect as though  each
            such voided term, provision,  covenant or condition is not contained
            herein.

      9.    GOVERNING LAW AND SUBMISSION TO JURISDICTION

            This Agreement shall be governed by and construed in accordance with
            the laws of the State of Arizona. Each of the parties submits to the
            exclusive  jurisdiction  of any state or  federal  court  sitting in
            Phoenix,  Arizona  in any  action or  proceeding  arising  out of or
            relating to this  Agreement  and  further  agrees that all claims in
            respect of the action or proceeding  may be heard and  determined in
            any such  court and  agrees  not to bring any  action or  proceeding
            arising  out of or relating to this  Agreement  in any other  court.
            Each party agrees that a final  judgment in any action or proceeding
            so brought  shall be  conclusive  and may be enforced by suit on the
            judgment or in any other manner so provided by law.

      10.   BINDING AGREEMENT

                                      -6-

<PAGE>

            This  Agreement  shall  inure to the benefit of and shall be binding
            upon the Company, its successors and assigns.

      11.   CAPTIONS

            The  Section  captions  herein  are  inserted  only as a  matter  of
            convenience  and reference  and in no way define,  limit or describe
            the scope of this Agreement or the intent of any provisions hereof.

      12.   ENTIRE AGREEMENT

            This Agreement contains the entire agreement of the parties relating
            to the subject  matter  hereof,  and the parties hereto have made no
            agreements,  representations  or warranties  relating to the subject
            matter of this  Agreement that are not set forth  otherwise  herein.
            This Agreement  supersedes any and all prior agreements,  written or
            oral,  with  the  Company.  Any such  prior  agreements  are  hereby
            terminated and of no further  effect and Employee,  by the execution
            hereof,  agrees that any  compensation  provided  for under any such
            prior  agreement(s) is  specifically  superseded and replaced by the
            provision of this Agreement. No modification of this Agreement shall
            be valid unless made by the unanimous  written  consent of the board
            of  directors of the  Company.  The parties  hereto agree that in no
            event shall an oral modification of this Agreement be enforceable or
            valid.

      13.   NOTICE

            All notices and other  communications  under this Agreement shall be
            in  writing  (including,  without  limitation,  telegraphic,  telex,
            telecopy or cable communication) and mailed,  telegraphed,  telexed,
            telecopied,  cabled or delivered by hand or by nationally recognized
            courier service  guaranteeing  overnight  delivery to a party at the
            following  address (or to such other  address as such party may have
            specified  by  notice  given to the  other  party  pursuant  to this
            provision):

                           If to the Company:

                           ImmuneRegen BioSciences, Inc.
                           4021 N. 75th Street, Suite 201
                           Scottsdale, AZ  85251
                           Attention:  Michael K. Wilhelm

                           With a copy to:

                           Kirkpatrick & Lockhart LLP
                           10100 Santa Monica Blvd., 7th Floor
                           Los Angeles, CA  90067
                           Attention:  Thomas J. Poletti, Esq.

                                      -7-

<PAGE>

                           If to Employee:

                           11375 E. Sahuaro Dr. #2041
                           Scottsdale, AZ  85259
                           Attention:  John N. Fermanis

      14.   ATTORNEY'S FEES

            In the  event  that any  party  shall  bring an  action,  reference,
            arbitration or proceeding in connection with the performance, breach
            or interpretation  hereof, then the prevailing party in such action,
            reference,  arbitration  or proceeding as determined by the court or
            other body having jurisdiction shall be entitled to recover from the
            losing  party all  reasonable  costs and  expenses  of such  action,
            reference,   arbitration   or   proceeding,   including   reasonable
            attorneys' fees, court costs, costs of investigation, expert witness
            fees and other costs reasonably related to such proceeding.

IN WITNESS  WHEREOF,  this  Agreement  is  executed as of the day and year first
above written.

                           "COMPANY"

                           IMMUNEREGEN BIOSCIENCES, INC.
                           a Delaware corporation

                           By:     /s/ Michelle R. Laroche
                                ------------------------------------------------
                                    Michelle R. Laroche, Secretary



                           By:    /s/ Michael K. Wilhelm
                                ------------------------------------------------
                                    Michael K. Wilhelm, CEO



                           And

                           "EMPLOYEE"


                           /s/ John N. Fermanis
                           -----------------------------------------------------
                           John N. Fermanis

                                      -8-

<PAGE>

                                    EXHIBIT A
                               DISCRETIONARY BONUS

         In addition to Base Salary, the Employee shall be eligible to receive a
quarterly  discretionary  bonus  based  upon the  Employee's  and the  Company's
performance  for the  preceding  quarter  of the  Company's  fiscal  year.  Such
discretionary  bonus shall be in the form of Stock  Options  under the Company's
2002  Stock  Option,  Deferred  Stock and  Restricted  Stock  Plan  (the  "Stock
Option").

         Additionally,  the  Employee  shall be eligible to receive  quarterly a
five-year  warrant to purchase up to 12,500 shares of the Company's Common Stock
with an exercise  price equal to 75% of the fair market  value of the  Company's
Common Stock on the date such warrant is issued (the "Warrants").  The amount of
Stock  Options and Warrants  constituting  such bonus shall be determined by the
Compensation  Committee of the Board of Directors in its sole  discretion.  Such
bonus  compensation shall be earned as of the last day of the applicable quarter
provided that Employee is actively employed by the Company on such date.

                                      -9-