**Exhibit 10.14**

 

June 27, 2004

 

Mr. Brian M. Gallagher

3 Michael Way

Pennington, NJ 08534-9610

 

Dear Mr. Gallagher:

 

This will confirm our offer toengage you as a consultant to IMCOR Pharmaceutical Co. (the “Company”) on amonth-to-month basis until your appointment as Chairman of the Board (in anon-executive capacity) is confirmed by appropriate corporate action.

 

Your compensation as aconsultant will consists only of the grant of a non-qualified four-year optionfor 100,000 shares of common stock of the Company, at an exercise price equalto the closing price of Company’s common stock on the NASDAQ as of the date ofthe grant subject to adjustment as follows: In the event a reverse split of the Company’s common stock is effectedbefore December 31, 2004, this option will be increased to equal 100,000post-split shares with a proportionate increase in the exercise price.  For example, if the original exercise priceof the option is $0.50 and a 1 for 4 reverse split is effected, then theoriginal option of 100,000 shares would, post-split, be reduced to 25,000shares at an exercise price of $2.00; however, the option would then beadjusted to equal 100,000 post-split shares with an exercise price of $2.00 pershare.

 

In all events, 25% of theoption would be immediately vested and an additional 25% of the option wouldvest, at the end of each of years 2005, 2006 and 2007, so long as you are amember of the Board of the Directors of the Company during those subsequentyears.

 

A non-qualified optionagreement with the Company’s typical terms will be issued promptly after thegrant is effective.  The effective dateof the grant will be the date your signed acceptance of this offer is receivedby the Company.

 

Once you are appointed Chairmanof the Board, your status as a consultant will terminate and you will becompensated in your capacity as Chairman of the Board as follows:

 

1.                                       Theoption granted to you as stated above, as a consultant, will continue inaccordance with its terms;

 

2.                                       You will receive$10,000 per month; and

 

3.                                       On each annualanniversary of your continuation as Chairman of the Board you will receive anew grant of 100,000 options priced at market on the date of the grant.  The options will vest 25% at the end of eachyear, as long as you are a member of the Board of Directors; and

 

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4.                                       Youwill be paid all normal and necessary business expenses, subject to theCompany’s policies regarding reporting and approval of business expenses.

 

In yourcapacity as a consultant as well as the non-executive Chairman of the Board,you will provide services to the Company for one full day a week, as directedby the President and/or the Board of the Directors.  In addition, as Chairman of the Board you will preside at meetingsof the Board of Directors.

 

As a consultant and a member ofthe Board of Directors, you will be subject to typical covenants ofconfidentiality regarding the Company’s trade secrets and proprietaryinformation.

 

This offer insofar as itrelates to your appointment as a consultant will be effective without furthercorporate action; however, this offer as it relates to your appointment as thenon-executive Chairman of the Board is contingent on favorable Boardaction approving such appointment and compliance with applicable requirementsfor Nasdaq and the Securities and Exchange Commission.

 

If you agree with theforegoing, please execute your acceptance at the lower left of this letter andreturn a copy to me, which upon receipt will constitute an effective agreementand your options will be deemed granted as of that time.

 

This offer is good for ten (10)days and if it is not accepted by you by that time, will expire and become nulland void.

 
|                 | Sincerely,                |
|----------------------|---------------------------|
|                 |                      |
|                 | /s/ Taffy Williams        |   |
|                 |                      |
|                 | Taffy Williams, President |
|                 |                      |
| Accepted:            |                      |
|                 |                      |
| /s/ Brian  Gallagher |                      |
| Brian M.  Gallagher  |                      |
|                      |                           |  |  |

 

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