**2. ****Term Of Employment And Renewal**. The term of Executive’s employment under this Agreementcommenced on the Original Effective Date. The term of Executive’s employment hereunder was for aninitial term of three (3) years from the Original Effective Date (the “***Initial Term***”). The InitialTerm of this Agreement has been and shall continue to be automatically extended for successive one(1) year periods (each a “***Renewal Period***”), unless the Company or Executive gives written notice tothe other at least thirty (30) days prior to the expiration of a Renewal Period, of such party’selection not to extend this Agreement. References herein to the “***Term***” shall mean the Initial Termas it may be so extended by one or more Renewal Periods. The last day of the Term is the“***Expiration Date***.”**3. ****Duties**. During the Term, Executive shall serve as the Chairman of the Company’s Boardof Directors (the “***Board***”) and shall perform such duties and responsibilities as are customarilyassociated with his position and such other duties not inconsistent with his title and position andas may be assigned to him by the Company. Executive shall act in conformity with the written andoral policies of the Company and within the limits, budgets, business plans and instructions as setby its 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 and headquartersare currently located in the County of Montgomery, State of Maryland and that shall be the initialsite 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**. On the Effective Date, Executive is receiving an annual base salary of OneHundred Eighty Seven Thousand Four Hundred and Sixty(US $187,460) (the “***Base Salary***”),subject to standard federal and state payroll withholding requirements. The Base Salary shall bepayable in equal periodic installments which are not less than on a monthly basis. The Base Salaryshall not be adjusted downward without the written consent of Executive, except in a circumstancewhich is part of a general reduction or other concessionary arrangement affecting all employees oraffecting senior 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 of the Company.**7. S****tock**.**7.1 Stock Options**. To date, Executive has been granted options (the “***Options***”) to purchase550,000 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 belowregarding accelerated vesting of option grants, the specific terms and conditions of theOption and any Additional Options will be as set forth in the Plan, and any stock option agreementbetween Executive and the Company.
 
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**7.2 Acceleration Clause For Stock Option Vesting.**In the event of (a) Executive’s terminationfrom employment without Cause as that term is defined in Section 13.2 of this Agreement; or (b) aChange of Control event as set forth under Section 12.1 of this Agreement, Executive’s Options andany Additional Options shall be immediately vested and become exercisable in full. Additionally,and without in any way limiting the foregoing, Executive’s Options and Additional Options will alsobecome vested and exercisable in full in the event of a “***Change of Control***” (or any similar termprovided in the Applicable Plan) as defined under the terms of the equity plan (the “***ApplicablePlan***”) pursuant to which such option was granted.**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 with thepolicies of the Company and federal, state and local law.**9. ****Outside Activities**.**9.1 Other Employment/Enterprise**. Except with the prior written consent of the Board, Executivewill not, while employed by the Company undertake or engage in any other employment, occupation orbusiness enterprise, other than ones in which Executive is a passive investor or as permitted bySection 1 of this Agreement, so long as such activities do not materially interfere or conflictwith the performance of his duties hereunder.**9.2 Conflicting Interests**. Except as permitted by Section 1, 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.**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 andwill not breach any agreement or obligation of any kind made prior to his employment by theCompany, including agreements or obligations he may have with prior employers or entities for whichhe has provided services or continues to provide services. Executive has not entered into, andagrees he will not enter into, any agreement or obligation either written or oral in conflictherewith.
 
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**11.2 No Disclosure Of Confidential Information**. If, in spite of the second sentence of Section11.1, Executive should find that confidential information belonging to any former employer might beusable in connection with the Company’s business, Executive will not intentionally disclose to theCompany or use on behalf of the Company any confidential information belonging to any ofExecutive’s former employers (except in accordance with agreements between the Company and any suchformer employer); but during Executive’s employment by the Company he will use in the performanceof his duties all information which is generally known and used by persons with training andexperience comparable to his own and all information which is common knowledge in the industry orotherwise 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; or**(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.
 
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**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 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. To receive anyseverance pay hereunder (other than Accrued Compensation, as defined below), Executive shall firstbe required to execute and deliver to the Company a valid and fully effective general waiver andrelease of any claims against the Company, its affiliates, officers, directors, agents andemployees in a form satisfactory to the Company, within the consideration period set forth in thewaiver and release, which period shall not exceed forty-five (45) days after the effective date ofhis termination from employment (the “***General Release***”). The date upon which the General Releaseis executed and delivered to the Company, and can no longer be revoked, 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 of compensation, if any, tobe provided to Executive upon termination of employment and do not alter this at-will status.**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 under the terms of Section12.2 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.
 
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**(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) committing willful dishonesty, fraud, embezzlement ormisconduct with respect to the business or affairs of the Company; (iii) indictment or convictionof a felony or of any crime involving dishonesty or moral turpitude; or (iv) Executive’s refusalto abide by or comply with the directives of the Board.**(c) **In the event Executive’s employment is terminated at any time with Cause, he will notreceive any severance pay under Section 12.2 or otherwise, or any additional compensation otherthan 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 Changeof Control event or for Good Reason as that term is defined in Section 13.5 below), he will notreceive any severance pay under Section 12.2 or otherwise, or any additional compensation otherthan 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 days or more than a total ofone hundred eighty (180) days in any consecutive twelve (12) month period, unless otherwiseprohibited by any applicable federal, state, or local law or ordinance.**(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.
 
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**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 thisAgreement, unless consented to by Executive, (iii) a material reduction in the benefits andperquisites to Executive from those being provided as of the Effective Date of this Agreement,unless consented to by Executive, or (iv) any material failure by the Company to pay or provide thecompensation and benefits under this Agreement except any such circumstance which is part of ageneral reduction or other concessionary arrangement affecting all employees or affecting seniorexecutive officers. In each such event listed in (i) through (iv) above, Executive shall give theCompany notice thereof by no later than ninety (90) days after the initial occurrence of the eventor condition allegedly constituting Good Reason which shall specify in reasonable detail thecircumstances constituting Good Reason. There shall be no Good Reason with respect to any suchevent or condition cured by the Company within thirty (30) days after such notice. If the Companyfails to cure such event or condition within this thirty- (30-) day period, Executive mustterminate employment under this provision within ninety (90) days after the cure period has expired(and thereafter Executive may no longer terminate his employment for a Good Reason based upon theevent or condition that was not cured).**(b) **In the event of Executive’s resignation with Good Reason, he shall receive any AccruedCompensation, and shall be entitled to receive severance pay under the terms of Section 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.**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 other than a Good Reason, gives writtennotice to the Company of his 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).
 
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**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 otherguidance thereunder and any state law of similar effect (collectively “***Section 409A***”) shall notcommence in connection with Executive’s termination of employment unless and until Executive hasalso incurred a “separation from service” (as such term is defined in Treasury Regulation Section1.409A-1(h) (“***Separation From Service***”), unless the Company reasonably determines that such amountsmay be provided to Executive without causing him to incur the additional 20% tax under Section409A.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.The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shallbe 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. ****Notices**. Any notices provided hereunder must be in writing and shall be deemedeffective upon the earlier of personal delivery (including personal delivery by hand, telecopier,or telex) or the third day after mailing by first class mail, to the Company at its primary officelocation and to Executive at his address as listed on the Company payroll.**16. ****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.**17. ****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.
 
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**18. ****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.**19. ****Amendment**. This Agreement shall not be modified or amended except by written agreementof the parties hereto.**20. ****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.**21. ****Arbitration Of Disputes**. Any controversy or claim arising out of this Agreement or anyaspect 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.**22. ****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.**23. ****Counterpart**. This Agreement may be executed in any number of counterparts, all ofwhich shall be considered one and the same agreement.**24. ****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.**25. ****Successors And Assigns**. This Agreement is intended to bind and inure to the benefit ofand 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 duties hereunder andhe may not assign any of his rights hereunder without the written consent of the Company, whichshall not be withheld unreasonably.**26. ****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 withrespect to this Agreement, and to reflect upon and consider the terms and conditions of thisAgreement. The parties further acknowledge that each party fully understands the terms of thisAgreement and has voluntarily executed this Agreement. The Company shall pay the legal fees andcosts incurred by Executive in connection with the negotiation and preparation of this Agreement,upon the presentation of invoices in appropriate form.
 
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**27. ****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.**28. **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.**In Witness Whereof,** the parties hereto have caused this Agreement to be executed asof the day and year first written above.       **“EXECUTIVE”**         **Dr. Allan L. Goldstein**         /s/ Dr. Allan L. Goldstein By: Dr. Allan L. Goldstein         **“THE COMPANY”****RegeneRx Biopharmaceuticals, Inc**.           /s/ J.J. Finkelstein         By: J.J. Finkelstein    Title: President & CEO  
 
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**AMENDMENTS TO THE SECOND AMENDED AND RESTATED EMPLOYMENT****