**3. ****Duties.** During the Term, Executive shall serve in an executive capacity and shallperform such duties and responsibilities as are customarily associated with his position and suchother duties not inconsistent with his title and position and as may be assigned to him by theCompany. Executive shall act in conformity with the written and oral policies of the Company andwithin the limits, budgets, business plans and instructions as set by its Board of Directors (the***“Board”***). Executive shall be subject to the authority of the Board and the Company’s dulyappointed officers.**4. ****Place Of Employment.** Executive acknowledges that the Company’s offices andheadquarters are currently located in the County of Montgomery, State of Maryland and that shall bethe initial site of Executive’s employment.**5. ****Other Employment Policies.** The employment relationship between the parties shall alsobe governed by the general employment policies and practices of the Company, including thoserelating to protection of confidential information and assignment of inventions, except that whenthe terms of this Agreement differ from or are in conflict with the Company’s general employmentpolicies or practices, this Agreement shall control.**6.****Compensation.****6.1 Base Salary.**Executive shall receive an annual base salary of Two Hundred Ninety NineThousand Five Hundred and Twenty U.S. Dollars (US$ 299,520) (the ***“Base Salary”***), subject tostandard federal and state payroll withholding requirements. The Base Salary shall be payable inequal periodic installments which are not less than on a monthly basis. The Base Salary shall notbe adjusted downward without the written consent of Executive, except in a circumstance which ispart of a general reduction or other concessionary arrangement affecting all employees or affectingsenior executive officers.**6.2 Bonus.**Executive shall be eligible to receive an annual bonus in such amount as shall bedetermined in the sole discretion of the Board.**7.****Stock.****7.1 Stock Options.**To date, Executive has been granted options (the “***Options***”) to purchase850,000 shares of the Company’s common stock pursuant to the Company’s Amended and Restated 2000Stock Option and Incentive Plan (“***Plan***”). Additionally, and from time to time at the solediscretion of the Company’s Board, the Company may make additional stock option awards to Executive(the “***Additional Options***”). Subject to the provisions below regarding accelerated vesting ofoption grants, the specific terms and conditions of the Option and any Additional Options will beas set forth in the Plan, and any stock option agreement between Executive and the Company.**7.2 Acceleration Clause For Stock Vesting.**In the event of (a) Executive’s termination fromemployment without Cause as that term is defined in Section 13.2 of this Agreement; or (b) a Changeof Control event as is set forth under Section 12.1 of thisAgreement, Executive’s Options and any Additional Options shall be immediately vested andbecome exercisable in full. Additionally, and without in any way limiting the foregoing,Executive’s Options and any Additional Options will also become immediately vested and becomeexercisable in full in the event of a “***Change of Control***” (or any similar term provided for in theApplicable Plan) as defined under the terms of the equity plan (the “Applicable Plan”) pursuant towhich such option was granted.
 
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**8. ****Benefits.** Executive shall be entitled to (i) participate in and receive all standardemployee benefits under applicable Company welfare benefits plans and programs (if and when suchbenefits are established by the Company) to the same extent as other senior executives of theCompany; (ii) participate in all applicable incentive plans, including stock option, stock, bonus,savings and retirement plans provided by the Company (if and when such plans are established by theCompany), which are offered to senior executive officers in the Company (provided,however, that the Company is not obligated to award any particular type or amount of equityto Executive); (iii) receive such perquisites as the Company may establish from time to time whichare commiserate with Executive’s position and comparable to those received by other seniorexecutives of the Company; (iv) paid vacation of at least four (4) weeks per annum; and(v) holidays, leaves of absence and leaves for illness and temporary disability in accordance withthe policies of the Company and federal, state and local law. The Company shall procure andmaintain in effect during the Term (a) life insurance policy covering the life of Executive withcoverage in the amount of not less than $1,000,000 and (ii) disability insurance policy withcoverage in the maximum amount allowable or appropriate as determined by Executive’s Base Salary,provided, however, that the Company shall not be obligated to pay more than $600 per month (as maybe adjusted by mutual agreement of Executive and the Company), in the aggregate, for life anddisability coverage. Any premium payments or other payments in excess of such amount shall be paidby Executive.**9.****Outside Activities.****9.1 Other Employment/Enterprise.**Except with the prior written consent of the Company’sBoard, Executive will not while employed by the Company undertake or engage in any otheremployment, occupation or business enterprise, other than ones in which Executive is a passiveinvestor. Executive may engage in civic and not-for-profit activities or serve as a member of anot-for-profit or for-profit board of directors so long as such activities do not materiallyinterfere or conflict with the performance of his duties hereunder.**9.2 Conflicting Interests.**Except as permitted by Section 9.3, while employed by the Company,Executive agrees not to acquire, assume or participate in, directly or indirectly, any position,investment or interest known by him to be adverse or antagonistic to the Company, its business orprospects, financial or otherwise.**9.3 Competing Enterprises.**While employed by the Company, except on behalf of the Company,Executive will not directly or indirectly, whether as an officer, director, stockholder, partner,proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, becomefinancially interested in, be employed by or have any business connection with any other person,corporation, firm, partnership or other entity whatsoever which are known by him to competedirectly with the Company, throughout the world, in anyline of business engaged in (or planned to be engaged in) by the Company; provided, however,that anything above to the contrary notwithstanding, he may own, as a passive investor, securitiesof any public competitor corporation, so long as his direct holdings in any one such corporationshall not in the aggregate constitute more than 1% of the voting stock of such corporation.
 
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**10. ****Proprietary Information, Nonsolicitation, Noncompetition And Inventions AssignmentObligations.** As a condition of employment, Executive agrees to execute and abide by theProprietary Information, Nonsolicitation, Noncompetition and Inventions Assignment Agreementattached as Exhibit A to this Agreement.**11.****Former Employment.****11.1 No Conflict With Existing Obligations.**Executive represents that his performance of allthe terms of this Agreement and as an employee of the Company does not and will not breach anyagreement or obligation of any kind made prior to his employment by the Company, includingagreements or obligations he may have with prior employers or entities for which he has providedservices. Executive has not entered into, and agrees he will not enter into, any agreement orobligation either written or oral in conflict herewith.**11.2 No Disclosure Of Confidential Information.**If, in spite of the second sentence ofSection 11.1, Executive should find that confidential information belonging to any former employermight be usable in connection with the Company’s business, Executive will not intentionallydisclose to the Company or use on behalf of the Company any confidential information belonging toany of Executive’s former employers (except in accordance with agreements between the Company andany such former employer); but during Executive’s employment by the Company he will use in theperformance of his duties all information which is generally known and used by persons withtraining and experience comparable to his own and all information which is common knowledge in theindustry or otherwise legally in the public domain.**12.****Change Of Control.****12.1 Definition.*****“Change of Control”***shall be deemed to occur upon any of the followingevents:**(a)**the dissolution or liquidation of the Company;**(b) **the sale of all or substantially all of the assets of the Company to an unrelated personor entity;**(c) **a merger, reorganization or consolidation in which the holders of the Company’soutstanding voting power immediately prior to such transaction do not own a majority of theoutstanding voting power of the surviving or resulting entity, or its parent corporation,immediately upon completion of such transaction;**(d) **the sale of all of the capital stock of the Company to an unrelated person or entity;
 
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**(e) **if any individual, firm, corporation, or other entity, or any group (as defined in Section13(d) of the Securities Exchange Act of 1934, as amended (the ***“Exchange Act”***, other than (1) atrustee or other fiduciary holding securities of the Company under an employee benefit plan of theCompany or (2) Executive, becomes the “beneficial owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A)the outstanding shares of common stock of the Company, or (B) the combined voting power of theCompany’s then-outstanding securities entitled to vote generally in the election of directors, or**(f) **any other transaction in which the owners of the Company’s outstanding voting power priorto such transaction do not own at least a majority of the outstanding voting power of the relevantentity after the transaction, in each case, regardless of the form thereof.**12.2 Severance**.**(a) **In the event that Executive voluntarily terminates his employment with the Company forany reason within 12 months after a Change of Control event, as defined in Section 12.1, then theCompany shall (i) pay to Executive on the Release Effective Date (as defined below), in a lump sumcash payment, an amount equal to his annual Base Salary in effect on the date of his terminationfrom employment, less any applicable federal and state taxes and withholdings, and (ii) to theextent that Executive is eligible for and timely elects continuation of health benefits forhimself and/or his eligible dependents under the Company’s group health plans pursuant to COBRA orany analogous state or local law, pay or reimburse Executive for the amount of any insurancepremiums for such continuation coverage for a twelve-month period after the Release EffectiveDate, but these payments shall be limited to the amount of the premiums being paid by the Companyfor Executive’s coverage immediately prior to the date of his termination from employment. Toreceive any severance pay and benefits hereunder (other than Accrued Compensation, as definedbelow), Executive shall first be required to execute and deliver to the Company a valid and fullyeffective general waiver and release of any claims against the Company, its affiliates, officers,directors, agents and employees in a form satisfactory to the Company, within the considerationperiod set forth in the waiver and release, which period shall not exceed forty-five (45) daysafter the effective date of his termination from employment (the “***General Release***”). The dateupon which the General Release is executed and delivered to the Company, and can no longer berevoked, is referred to as a the “***Release Effective Date***.”**(b) **By no later than two weeks after the date of Executive’s termination from employment underthis Section (or earlier if required by applicable law or the Company’s policies), the Companyshall pay to Executive any Accrued Compensation. “***Accrued Compensation***” shall mean any Base Salaryowed to Executive for services performed before the date of his termination from employment, anybonuses earned, if any, for bonus periods that have concluded prior to the date of his termination(and not including bonuses for the period in which Executive’s termination occurs, unless otherwiseprovided by the Company in its discretion), or any unused vacation or personal time in accordancewith the applicable policies of the Company.**13. ****Termination.** The parties acknowledge that Executive’s employment with the Company isat-will. The provisions of Sections 13.1 through 13.5 govern the amount ofcompensation, if any, to be provided to Executive upon termination of employment in circumstancesother than those governed by Section 12 above and do not alter this at-will status.
 
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**13.1 Termination By The Company Without Cause.****(a) **The Company shall have the right to terminate Executive’s employment with the Company atany time without Cause (as that term is defined in Section 13.2) by giving notice as described inSection 13.7 of this Agreement. Termination of employment on account of Executive’s death orinability to perform his duties shall be governed by Section 13.4 below.**(b) **In the event Executive’s employment is terminated without Cause, he shall receive anyAccrued Compensation, and shall be entitled to receive severance pay and benefits under the termsof Section 12.2 above.**13.2 Termination by Company for Cause.****(a) **The Company, by action of its Board, may terminate Executive’s employment under thisAgreement for Cause at any time by giving notice as described in Section 13.7 of this Agreement.**(b) **“***Cause***” for termination means: (i) refusal, failure or neglect to perform the materialduties of his employment under this Agreement (other than by reason of Executive’s physical ormental illness or impairment); (ii) willful dishonesty, fraud, embezzlement or misconduct withrespect to the business or affairs of the Company; (iii) indictment or conviction of a felony orof any crime involving dishonesty or moral turpitude; or (iv) Executive’s refusal to abide by orcomply with the directives of the Board so long as those directives are lawful and ethical.**(c) **In the event Executive’s employment is terminated at any time with Cause, he will notreceive any severance pay or benefits under Section 12.2 or otherwise, or any additionalcompensation other than his Accrued Compensation, if any.**13.3 Voluntary Termination By Executive.****(a) **Executive may voluntarily terminate his employment with the Company at any time by givingnotice as described in Section 13.7.**(b) **In the event Executive voluntarily terminates his employment (other than after a Change ofControl event or for Good Reason as that term is defined in Section 13.5 below), he will notreceive any severance pay or benefits under Section 12.2 or otherwise, or any additionalcompensation other than his Accrued Compensation, if any.**13.4 Termination for Inability to Regularly Perform Duties.****(a) **This Agreement shall terminate automatically in the event of Executive’s death. TheCompany may terminate Executive’s employment in the event of his illness, disability or otherincapacity in such a manner that Executive is rendered unable regularly to perform his dutieshereunder for more than either One hundred twenty (120) consecutive daysor more than a total of one hundred eighty (180) days in any consecutive twelve (12) monthperiod, unless otherwise prohibited by any applicable federal, state, or local law or ordinance.
 
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**(b) **The determination regarding whether Executive is unable regularly to perform his dutiesunder (a) above shall be made by a doctor mutually acceptable to Executive and the Company.Executive’s inability to be physically present on the Company’s premises shall not constitute apresumption that Executive is unable to perform such duties.**(c) **In the event Executive’s employment is terminated because of his death or inability toregularly perform his duties as described in Section 13.4(a), he shall receive any AccruedCompensation, and shall be entitled to receive severance pay under the terms of Section 12.2above.**13.5 Resignation By Executive For Good Reason.**Executive may resign his employment for “***GoodReason***” by giving notice as described in Section 13.7 of this Agreement.**(a) *****“Good Reason”***is defined as (i) a material change in Executive’s function, duties, orresponsibilities with the Company, which change would cause Executive’s position to become one oflesser responsibility, importance, or scope from the position and attributes thereof, unlessconsented to by Executive, (ii) a relocation of Executive’s principal place of employment by morethan 60 miles from its location at the effective date of this Agreement, unless consented to byExecutive, (iii) a material reduction in the benefits and perquisites to Executive from those beingprovided as of the effective date of this Agreement, unless consented to by Executive, or (iv) anymaterial failure by the Company to pay or provide the compensation and benefits under thisAgreement except any such circumstance which is part of a general reduction or other concessionaryarrangement affecting all employees or affecting senior executive officers. In each such eventlisted in (i) through (iv) above, Executive shall give the Company notice thereof by no later thanninety (90) days after the initial occurrence of the event or condition allegedly constituting GoodReason which shall specify in reasonable detail the circumstances constituting Good Reason. Thereshall be no Good Reason with respect to any such event or condition cured by the Company withinthirty (30) days after such notice. If the Company fails to cure such event or condition withinthis thirty- (30-) day period, Executive must terminate employment under this provision withinninety (90) days after the cure period has expired (and thereafter Executive may no longerterminate his employment for a Good Reason based upon the event or condition that was not cured).**(b) **In the event of Executive’s resignation for a Good Reason, he shall receive any AccruedCompensation, and shall be entitled to receive severance pay and benefits under the terms ofSection 12.2 above.**13.6 Non-renewal of the Agreement.**Non-renewal of this Agreement initiated by the Company inaccordance with Section 2 above resulting in the termination of Executive’s employment by theCompany, or resulting in Executive’s demotion, shall be deemed a termination of Executive’semployment without Cause and Executive shall be entitled to receive severance pay and benefitsunder the terms of Section 12.2. If Executive initiates a non-renewal of this Agreement inaccordance with Section 2 above, he shall not be entitled to any severance pay or benefits from theCompany.
 
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**13.7 Notice; Effective Date of Termination.**Termination of Executive’s employment pursuant tothis Agreement shall be effective on the earliest of:**(a) **thirty (30) days after Executive, for any reason, gives written notice to the Company ofhis termination;**(b) **thirty (30) days after the Company, without Cause, gives written notice to Executive ofhis termination, including for his inability to perform services for a reason other than death;Executive will receive compensation through the 30-day notice period. However, the Companyreserves the right to require that Executive not perform any services or report to work during the30-day notice period.**(c) **immediately upon the Company giving written notice to Executive of his termination forCause.**(d) **immediately upon Executive giving written notice to the Company of his termination for aGood Reason (and after the cure period has expired).Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier ofpersonal delivery (including personal delivery by hand, telecopier, or telex) or the third dayafter mailing by first class mail, to the Company at its primary office location and to Executiveat his address as listed on the Company payroll.**14. ****Application of Section 409A****.**Notwithstanding anything to the contrary set forthherein, any payments and benefits provided under this Agreement that constitute “deferredcompensation” within the meaning of Section 409A of the Code and the regulations and other guidancethereunder and any state law of similar effect (collectively “***Section 409A***”) shall not commence inconnection with Executive’s termination of employment unless and until Executive has also incurreda “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)(“***Separation From Service***”), unless the Company reasonably determines that such amounts may beprovided to Executive without causing him to incur the additional 20% tax under Section 409A.If the Company (or, if applicable, the successor entity thereto) determines that any severancepayments constitute “deferred compensation” under Section 409A and Executive is, on the terminationof service, a “specified employee” of the Company or any successor entity thereto, as such term isdefined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid theincurrence of the adverse personal tax consequences under Section 409A, the timing of the severancepayments shall be delayed until the earlier to occur of: (i) the date that is six months and oneday after Executive’s Separation From Service, or (ii) the date of Executive’s death (suchapplicable date, the “***Specified Employee Initial Payment Date***”). On the Specified Employee InitialPayment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay toExecutive a lump sum amount equal to the sum of the severance payments that Executive wouldotherwise have received through the Specified Employee Initial Payment Date if the commencement ofthe severance payments had not been so delayed pursuant to this Section and (B) commence paying thebalance of the severance pay in accordance with the applicable payment schedules set forth in thisAgreement.
 
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The Company’s obligations to make any reimbursements or provide in-kind benefits to Executiveshall be subject to the following restrictions: (a) Executive must provide documentation of anyreimbursable expenses in accordance with the Company’s then existing policies and procedures, (b)the expenses paid or reimbursed by the Company in one calendar year shall not affect the expensespaid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall bemade within a reasonable period of time following the date on which the Company receives writtendocumentation of the expense, provided that all expenses will be reimbursed on or before the lastday of the calendar year following the calendar year in which the expense was incurred.**15. ****Validity; Complete Agreement.** This Agreement and its Exhibit constitute the entireagreement between Executive and the Company. This Agreement is the complete, final, and exclusiveembodiment of their agreement with regard to this subject matter and supercedes any prior oraldiscussions or written communications and agreements. This Agreement is entered into withoutreliance on any promise or representation other than those expressly contained herein, and itcannot be modified or amended except in writing signed by an authorized officer of the Company.**16. ****Waiver.** If either party should waive any breach of any provisions of this Agreement,he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the sameor any other provision of this Agreement.**17. ****Severability.** Whenever possible, each provision of this Agreement will be interpretedin such manner as to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect under any applicable lawor rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect anyother provision or any other jurisdiction, but this Agreement will be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had neverbeen contained herein.**18. ****Amendment.** This Agreement shall not be modified or amended except by writtenagreement of the parties hereto.**19. ****Choice Of Law; Jurisdiction.** This Agreement shall be governed by and construed inaccordance with the law of the State of Maryland regardless of the choice of law provisions of theState of Maryland or any other jurisdiction. The Parties consent to the exclusive jurisdiction ofthe federal and state courts in Maryland.**20. ****Arbitration Of Disputes.** Any controversy or claim arising out of this Agreement orany aspect of Executive’s relationship with the Company including the cessation thereof shall beresolved by arbitration in accordance with the then existing Employment Dispute Resolution Rules ofthe American Arbitration Association, in Montgomery County, Maryland, and judgment upon the awardrendered may be entered in any court having jurisdiction thereof. The parties shall split equallythe costs of arbitration, except that each party shall pay its own attorneys’ fees. The partiesagree that the award of the arbitrator shall be final and binding.**21. ****Indemnification.** During the term of this Agreement, Executive shall be entitled tocoverage under any liability insurance procured by Company to the same extent as other seniorexecutives at the Company.
 
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**22. ****Counterpart.** This Agreement may be executed in any number of counterparts, all ofwhich shall be considered one and the same agreement.**23. ****Delay; Partial Exercise.** No failure or delay by any party in exercising any right,power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single orpartial exercise of any right, power or privilege hereunder preclude any other or further exercisethereof or the exercise of any other right, power or privilege.**24. ****Successors And Assigns.** This Agreement is intended to bind and inure to the benefitof and be enforceable by Executive and the Company, and their respective successors, assigns,heirs, executors and administrators, except that Executive may not assign any of his dutieshereunder and he may not assign any of his rights hereunder without the written consent of theCompany, which shall not be withheld unreasonably.**25. ****Advice Of Counsel.** Executive and the Company hereby acknowledge that each party hashad adequate opportunity to review this Agreement, to obtain the advice of counsel with respect tothis Agreement, and to reflect upon and consider the terms and conditions of this Agreement. Theparties further acknowledge that each party fully understands the terms of this Agreement and hasvoluntarily executed this Agreement. The Company shall pay the legal fees and costs incurred byExecutive in connection with the negotiation and preparation of this Agreement, upon thepresentation of invoices in appropriate form.**26. ****Headings.** The headings of the sections hereof are inserted for convenience only andshall not be deemed to constitute a part hereof nor to affect the meaning thereof.**27. **Survival.** Provisions of this Agreement which must survive the termination of this Agreement inorder to effectuate the intent of the parties, including, but not limited to, Sections 10, 12.2 and13, shall continue in effect after the termination of the Agreement for a sufficient period of timeunder the circumstances to effectuate the parties’ intent.
 
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**In Witness Whereof**, the parties hereto have caused this Agreement to be executed asof the day and year first written above.       **“Executive”**         **J.J. Finkelstein**         /s/ J.J. Finkelstein By: J.J. Finkelstein         **“The Company”**         **RegeneRx Biopharmaceuticals, Inc.**           /s/ Richard Hindin         By: Richard Hindin    Title: Chairman Compensation Committee  
 
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**AMENDMENTS TO THE SECOND AMENDED AND RESTATED EMPLOYMENT****