Exhibit 10.16


EMPLOYMENT
AGREEMENT


THIS EXECUTIVE
EMPLOYMENT AGREEMENT (this “Agreement”) executed on this __ day of March 2007
and effective as of  the same date, is by
and between Isolagen, Inc., a Delaware corporation (together with its
subsidiaries, the “Company” or “Isolagen”), and Steven Trider, an individual
residing in Santa Barbara, California (the “Executive”).


W
I T N E S S E T H:


WHEREAS, the
Executive serves the Company as Senior
Vice President - Sales and Marketing; and


WHEREAS, the
Company has employed Executive since June 5, 2006 and the Company and the
Executive have not  previously entered
into an employment agreement, and now wish to do so ;


NOW THEREFORE in
consideration of the mutual benefits to be derived from this Agreement, the
Company and the Executive hereby agree as follows:


1.             Term of Employment; Office and Duties.


(a)        Executive commenced his employment on
June 5, 2006 (the “Employment Date”). 
Form the date hereof, and for an initial term ending June 30, 2009
the Company shall employ the Executive as an executive of the Company with the
title of Senior Vice President - Sales and Marketing, with the duties and
responsibilities prescribed for such offices in the Bylaws of the Company and
such additional duties and responsibilities consistent with such positions as
may from time to time be assigned to the Executive by the Chief Executive
Officer or the Board of Directors. 
Executive agrees to perform such duties and discharge such
responsibilities in accordance with the terms of this Agreement.  This
Agreement shall be renewed for an additional one (1) year term, by the
mutual written agreement of the Executive and the Company at least thirty (30)
days prior to its expiration.


(b)        The Executive shall devote substantially
all of his working time to the business and affairs of the Company other than
during vacations of four weeks per year and periods of illness or incapacity;  provided, however, that nothing in this
Agreement shall preclude the Executive from devoting time required: 
(i) for serving as a director or officer of any organization or entity not
in a competing business with the Company, and any other businesses in which the
Company becomes involved; (ii) delivering lectures or fulfilling speaking
engagements; or (iii) engaging in charitable and community activities
provided  that such activities do not
interfere with the performance of his duties hereunder.


2.             Compensation
and Benefits.


For all services
rendered by the Executive in any capacity during the period of Executive’s employment
by the Company, including without limitation, services as an executive officer
or member of any committee of the Board of Directors or any subsidiary,
affiliate or division thereof, from and after the Effective Date, the Executive
shall be compensated as follows:


(a)           Base
Salary.  The Company shall pay the Executive a fixed salary (“Base
Salary”) at a rate of Two Hundred Fifty Thousand Dollars ($250,000) per
year.  The Board of Directors may periodically review the Executive’s Base
Salary and may determine to increase (but not decrease) the Executive’s salary,
in accordance with such policies as the Company may hereafter adopt from time
to time, if it deems appropriate.  Base Salary will be payable in
accordance with the customary payroll practices of the Company.


(b)           Signing Bonus.  Executive acknowledges that following the
Employment Date, the Company paid the Executive Fifty Thousand Dollars
($50,000).


(b)           Executive
is entitled to receive an annual bonus (the “Annual Bonus”), payable each year
subsequent to the issuance of final audited financial statements, but in no
case later than 120 days after the end of 













the Company’s most
recently completed fiscal year.   The
final determination on the amount of the Annual Bonus will be made by the
Compensation Committee of the Board of Directors, based primarily on criteria
mutually agreed upon between Executive and the Company’s CEO and approved by
the Compensation Committee, established with respect to the ensuing fiscal
year, within thirty (30) days following the adoption by the Board of Directors
of a budget relating to the ensuing year. 
Criteria for the Annual Bonus shall be agreed upon prior to or within
sixty (60) days after the execution of this Agreement.  The Compensation Committee may also consider
other more subjective factors in making its determination.  The targeted amount of the Annual Bonus shall
be 30% of the Executive’s base salary. The actual Annual Bonus for any given
period may be higher or lower than 30%. 
For any fiscal year in which Executive is employed for less than the
full year, Executive shall receive a bonus which is prorated based on the
number of full months in the year which are worked.


(c)           Fringe Benefits, Option
Grants and Miscellaneous Employment Matters.


(i)            Executive
is entitled to participate in such disability, health and life insurance and
other fringe benefit plans or programs, including a Section 401(k)
retirement plan, of the Company established from time to time by the Board of
Directors, if any, to the extent that his position, tenure, salary, age, health
and other qualifications make him eligible to participate, subject to the
rules and regulations applicable thereto.  In addition, the Executive
shall be entitled to the following benefits:


(ii)           Executive
acknowledges that he was granted a non-qualified stock option (the “Employment
Option”) to purchase 200,000 shares of the Company’s Common Stock, par value
$.001 per share (the “Common Stock”) on the Employment Date, with an exercise
price per share equal to the closing price of Isolagen on the Employment Date.
The term of the Employment Option was for a period of five (5) years from
the date of grant and the Employment Option is governed by the terms of an
Option Agreement between the Executive and the Company.  The shares
eligible for purchase under the Employment Option grant vest ratably, annually,
over the three years following the Employment Date.


(iii)          Notwithstanding the provisions of
paragraph (ii) hereinabove, the vesting of the Employment Option shall accelerate
and vest immediately upon a change in control of the Company as defined in Rule
405 of the Securities Act of 1933 provided that Executive is employed by the
Company at the time of the change of control.


(d)           Withholding
and Employment Tax.  Payment of all compensation hereunder shall be
subject to customary withholding tax and other employment taxes as may be
required with respect to compensation paid by an employer/corporation to an
employee.


(e)           Disability. 
The Company shall provide the Executive with a policy of disability insurance
benefits of at least $10,000 per month.


(f)            Death. 
The Company shall provide the Executive with life insurance benefits in the
amount of at least One Million Dollars ($1,000,000).


(g)           Vacation. 
Executive shall receive four (4) weeks of vacation annually, administered
in accordance with the Company’s existing vacation policy.


3.             Business
Expenses.


The Company shall
pay or reimburse all reasonable travel and entertainment expenses incurred by
the Executive in connection with the performance of his duties under this
Agreement, including such other travel as may be required or appropriate to
fulfill the responsibilities of his office, all in accordance with such
policies and procedures as the Company may from time to time establish for
senior officers and as required to preserve any deductions for federal income
taxation purposes to which the Company may be entitled and subject to the
Company’s normal requirements with respect to reporting and documentation of
such expenses.


4.             Termination
of Employment.



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Notwithstanding
any other provision of this Agreement, Executive’s employment with the Company
may be terminated upon written notice to the other party as follows:


(a)           By
the Company, in the event of the Executive’s death or Disability (as
hereinafter defined) or for Cause (as hereinafter defined). For purposes of
this Agreement, “Cause” shall mean either: (i) the indictment of, or the
bringing of formal charges against, Executive by a governmental authority of
competent jurisdiction for charges involving criminal fraud or embezzlement;
(ii) the conviction of Executive of a crime involving an act or acts of
dishonesty, fraud or moral turpitude by the Executive, which act or acts
constitute a felony; (iii) Executive having willfully caused the Company,
without the approval of the Board of Directors, to fail to abide by either a
valid contract to which the Company is a party or the Company’s Bylaws;
(iv) Executive having committed acts or omissions constituting gross
negligence or willful misconduct with respect to the Company;
(v) Executive having committed acts or omissions constituting a material
breach of Executive’s duty of loyalty or fiduciary duty to the Company or any
material act of dishonesty or fraud with respect to the Company which are not
cured in a reasonable time, which time shall be 30 days from receipt of written
notice from the Company of such material breach; (vi) Executive having
committed acts or omissions constituting a material breach of this Agreement,
including any failure of the Executive to follow a directive from one or more
of his superiors, the Board of Directors and/or any Committee thereof, or
(vii) Executive having failed to meet agreed upon minimum performance
criteria.  A determination that Cause exists as defined in clauses (iv),
(v), (vi) or (vii) (as to this Agreement) of the preceding sentence
shall be made in good faith and by at least a majority of the members of the
Board of Directors.  For purposes of this Agreement, “Disability” shall
mean the inability of Executive, in the reasonable judgment of a physician
appointed by the Board of Directors, to perform his duties of employment for
the Company or any of its subsidiaries because of any physical or mental
disability or incapacity, where such disability shall exist for an aggregate
period of more than 120 days in any 365-day period or for any period of 90
consecutive days.  The Company shall by written notice to the Executive
specify the event relied upon for termination pursuant to this Section 4(a),
and Executive’s employment hereunder shall be deemed terminated as of the date
of such notice.  In the event of any termination under this
Subsection 4(a), the Company shall pay all amounts then due to the
Executive under Section 2(a) of this Agreement for any portion of the
payroll period worked but for which payment had not yet been made up to the
date of termination, and, if such termination was for Cause, the Company shall
have no further obligations to Executive under this Agreement, and any and all
options granted hereunder shall terminate according to their terms.  In
the event of a termination due to Executive’s Disability or death, the Company
shall comply with its obligations under Sections 2(e) and 2(f).


(b)           By
the Company, in the absence of Cause, for any reason and in its sole and
absolute discretion, provided that in such event the Company shall, as
liquidated damages or severance pay, or both, continue to pay to Executive the
Base Salary (at a monthly rate equal to the rate in effect immediately prior to
such termination) for the lesser of the remaining term as defined above or six
months from the date of termination (the “Termination Payments”), when, as and
if such payments would have been made in the absence of Executive’s termination.


5.             Non-Competition.


During the period
of Executive’s employment hereunder and during the period, if any, during which
payments are required to be made to the Executive by the Company pursuant to
Sections 4(a) or 4(b), the Executive shall not, within any state or
foreign jurisdiction in which the Company or any subsidiary of the Company is
then providing services or products or marketing its services or products (or
engaged in active discussions to provide such services), or within a one
hundred (100) mile radius of any such state or foreign jurisdiction, directly
or indirectly own any interest in, manage, control, participate in, consult
with, render services for, or in any manner engage in any business engaged in
by the Company (unless the Board of Directors shall have authorized such
activity and the Company shall have consented thereto in writing).  The
term “business engaged in by the Company” shall mean the development and
commercialization of autologous fibroblast system technology for application in,
among other therapies, dermatology, surgical and post-traumatic scarring, skin
ulcers, cosmetic surgery, periodontal disease, reconstructive dentistry, vocal
chord injuries, urinary incontinence, and digestive and gastroenterological
disorders and other applications relating to the market for autologous
fibroblast or UMC cells and the five derivative cell lines: osteoblast,
chondroblast, fibroblast, adipocyte, and neuroectoderm.  Investments of
less than five percent of the outstanding securities of any class of a
corporation subject to the reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended,
shall not be prohibited by this Section 5. 



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Executive’s obligations
under this Section 5 arising after the termination of Executive shall be
suspended during any period in which the Company fails to pay to him
Termination Payments required to be paid to him pursuant to this
Agreement.  The provisions of this Section 5 are subject to the
provisions of Section 14 of this Agreement.


6.             Inventions
and Confidential Information.


The parties hereto
recognize that a major need of the Company is to preserve its specialized
knowledge, trade secrets, and confidential information.  The strength and
good will of the Company is derived from the specialized knowledge, trade
secrets, and confidential information generated from experience with the
activities undertaken by the Company and its subsidiaries.  The disclosure
of this information and knowledge to competitors would be beneficial to them
and detrimental to the Company, as would the disclosure of information about
the marketing practices, pricing practices, costs, profit margins, design
specifications, analytical techniques, and similar items of the Company and its
subsidiaries.  The Executive acknowledges that the proprietary
information, observations and data obtained by him while employed by the
Company concerning the business or affairs of the Company are the property of
the Company.  By reason of his being a senior executive of the Company,
the Executive has or will have access to, and has obtained or will obtain,
specialized knowledge, trade secrets and confidential information about the
Company’s operations and the operations of its subsidiaries, which operations
extend throughout the United States and in foreign jurisdictions.  (For
purposes of this Section 6, “Company” shall mean the Company and each of
its controlled subsidiaries.)  Therefore, subject to the provisions of
Section 14 hereof, the Executive hereby agrees as follows, recognizing
that the Company is relying on these agreements in entering into this
Agreement:


(i)            The
Executive will not use, disclose to others, or publish or otherwise make
available to any other party any inventions or any confidential business
information about the affairs of the Company, including but not limited to
confidential information concerning the Company’s products, methods,
engineering designs and standards, analytical techniques, technical
information, customer information, employee information, and other confidential
information acquired by him in the course of his past or future services for
the Company.  Executive agrees to hold as the Company’s property all
books, papers, letters, formulas, memoranda, notes, plans, records, reports,
computer tapes, printouts, software and other documents, and all copies thereof
and therefrom, in any way relating to the Company’s business and affairs,
whether made by him or otherwise coming into his possession, and on termination
of his employment, or on demand of the Company, at any time, to deliver the
same to the Company within twenty four (24) hours of such termination or
demand.


(ii)           During
the period of Executive’s employment with the Company and for eighteen (18)
months thereafter, (a) the Executive will not directly or indirectly
through another entity induce or otherwise attempt to influence any employee of
the Company to leave the Company’s employ and (b) the Executive will not
directly or indirectly hire or cause to be hired or induce a third party to
hire, any such employee (unless the Board of Directors shall have authorized
such employment and the Company shall have consented thereto in writing) or in
any way interfere with the relationship between the Company and any employee
thereof and (c) induce or attempt to induce any customer, supplier,
licensee, licensor or other business relation of the Company to cease doing
business with the Company or in any way interfere with the relationship between
any such customer, supplier, licensee or business relation of the Company.


7.             Indemnification.


The Company will
indemnify (and advance the costs of defense of) the Executive (and his legal
representatives) to the fullest extent required by the laws of the state in
which the Company is incorporated, as in effect at the time of the subject act
or omission, or by the Certificate of Incorporation and Bylaws of the Company,
as in effect at such time or on the date of this Agreement, whichever affords
greater protection to the Executive, and the Executive shall be entitled to the
protection of any insurance policies the Company may elect to maintain
generally for the benefit of its executive officers, against all judgments,
damages, liabilities, costs, charges and expenses whatsoever incurred or sustained
by him or his legal representative in connection with any action, suit or
proceeding to which he (or his legal representatives or other successors) may
be made a party by reason of his being or having been an officer of the Company
or any of its subsidiaries except that the Company shall have no obligation to
indemnify Executive for liabilities resulting from conduct of the Executive
with respect to which a court of competent jurisdiction has made a final
determination that Executive committed gross negligence or willful 



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misconduct.


8.             Litigation
Expenses.


In the event of
any litigation or other proceeding between the Company and the Executive with
respect to the subject matter of this Agreement and the enforcement of the
rights hereunder and such litigation or proceeding results in final judgment or
order in favor of the Executive, which judgment or order is substantially
inconsistent with the positions asserted by the Company in such litigation or
proceeding, the losing party shall reimburse the prevailing party for all of
his/its reasonable costs and expenses relating to such litigation or other
proceeding, including, without limitation, his/its reasonable attorneys’ fees
and expenses.


9.             Consolidation;
Merger; Sale of Assets; Change of Control.


Nothing in this
Agreement shall preclude the Company from combining, consolidating or merging
with or into, transferring all or substantially all of its assets to, or
entering into a partnership or joint venture with, another corporation or other
entity, or effecting any other kind of corporate combination provided that the
corporation resulting from or surviving such combination, consolidation or
merger, or to which such assets are transferred, or such partnership or joint
venture assumes this Agreement and all obligations and undertakings of the
Company hereunder. Upon such a consolidation, merger, transfer of assets or
formation of such partnership or joint venture, this Agreement shall inure to
the benefit of, be assumed by, and be binding upon such resulting or surviving
transferee corporation or such partnership or joint venture, and the term “Company,”
as used in this Agreement, shall mean such corporation, partnership or joint
venture or other entity, and this Agreement shall continue in full force and
effect and shall entitle the Executive and his heirs, beneficiaries and
representatives to exactly the same compensation, benefits, perquisites,
payments and other rights as would have been their entitlement had such
combination, consolidation, merger, transfer of assets or formation of such
partnership or joint venture not occurred.


10.           Survival
of Obligations.


Sections 4, 5, 6,
7, 8, 9, 11, 12 and 14 shall survive the termination for any reason of this
Agreement (whether such termination is by the Company, by the Executive, upon
the expiration of this Agreement or otherwise).


11.           Executive’s
Representations.


The Executive
hereby represents and warrants to the Company that (i) the execution,
delivery and performance of this Agreement by the Executive do not and shall
not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which the Executive is a
party or by which he is bound, (ii) except for that certain Intellectual
Property and Confidentiality Agreement dated March 10, 2004 between the
Executive and Inamed Corporation and that certain Confidential Separation
Agreement and General Release dated March 17, 2006 between the Executive and
Inamed Corporation, the Executive is not a party to or bound by any
employment agreement, non-compete agreement or confidentiality agreement with
any other person or entity and (iii) upon the execution and delivery of
this Agreement by the Company, this Agreement shall be the valid and binding
obligation of the Executive, enforceable in accordance with its terms. 
The Executive hereby acknowledges and represents that he has consulted with
legal counsel regarding his rights and obligations under this Agreement and
that he fully understands the terms and conditions contained herein.


12.           Company’s
Representations.


The Company hereby
represents and warrants to the Executive that (i) the execution, delivery
and performance of this Agreement by the Company do not and shall not conflict
with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which the Company is a party or by
which it is bound and (ii) upon the execution and delivery of this
Agreement by the Executive, this Agreement shall be the valid and binding obligation
of the Company, enforceable in accordance with its terms.


13.           Enforcement.



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Because the
Executive’s services are unique and because the Executive has access to
confidential information concerning the Company, the parties hereto agree that
money damages would not be an adequate remedy for any breach of this
Agreement.  Therefore, in the event of a breach or threatened breach of
this Agreement, the Company may, in addition to other rights and remedies
existing in its favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce, or
prevent any violations of, the provisions hereof (without posting a bond or
other security).


14.           Severability.


In case any one or
more of the provisions or part of a provision contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect
in any jurisdiction, such invalidity, illegality or unenforceability shall be
deemed not to affect any other jurisdiction or any other provision or part of a
provision of this Agreement, nor shall such invalidity, illegality or
unenforceability affect the validity, legality or enforceability of this
Agreement or any provision or provisions hereof in any other jurisdiction; and
this Agreement shall be reformed and construed in such jurisdiction as if such
provision or part of a provision held to be invalid or illegal or unenforceable
had never been contained herein and such provision or part reformed so that it
would be valid, legal and enforceable in such jurisdiction to the maximum
extent possible.  In furtherance and not in limitation of the foregoing,
the Company and the Executive each intend that the covenants contained in
Sections 5 and 6 shall be deemed to be a series of separate covenants, one for
each county of the Commonwealth of Pennsylvania and one for each and every
other state, territory or jurisdiction of the United States and any foreign
country set forth therein.  If, in any judicial proceeding, a court shall
refuse to enforce any of such separate covenants, then such unenforceable
covenants shall be deemed eliminated from the provisions hereof for the purpose
of such proceedings to the extent necessary to permit the remaining separate
covenants to be enforced in such proceedings.  If, in any judicial
proceeding, a court shall refuse to enforce any one or more of such separate
covenants because the total time, scope or area thereof is deemed to be
excessive or unreasonable, then it is the intent of the parties hereto that
such covenants, which would otherwise be unenforceable due to such excessive or
unreasonable period of time, scope or area, be enforced for such lesser period
of time, scope or area as shall be deemed reasonable and not excessive by such
court.


15.           Entire
Agreement; Amendment.


Except as
otherwise set forth in this Agreement, this Agreement contains the entire
agreement between the Company and the Executive with respect to the subject
matter hereof and thereof.  This Agreement may not be amended, waived,
changed, modified or discharged except by an instrument in writing executed by
or on behalf of the party against whom enforcement of any amendment, waiver,
change, modification or discharge is sought.  No course of conduct or
dealing shall be construed to modify, amend or otherwise affect any of the
provisions hereof.


16.           Notices.


All notices,
requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if physically delivered, delivered by
express mail or other expedited service or upon receipt if mailed, postage
prepaid, via registered mail, return receipt requested, addressed as follows:


	
   

  	
   

  	
  To the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Isolagen, Inc.

  
	
   

  	
   

  	
  405 Eagleview
  Blvd.

  
	
   

  	
   

  	
  Exton,
  Pennsylvania 19341

  
	
   

  	
   

  	
  Attention: Susan
  Ciallella

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To the
  Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Steven Trider

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 



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and/or to such other
persons and addresses as any party shall have specified in writing to the
other.


17.           Assignability.


This Agreement
shall not be assignable by either party and shall be binding upon, and shall
inure to the benefit of, the heirs, executors, administrators, legal
representatives, successors and assigns of the parties.  In the event that
all or substantially all of the business of the Company is sold or transferred,
then this Agreement shall be binding on the transferee of the business of the
Company whether or not this Agreement is expressly assigned to the transferee.


18.           Governing
Law.


This Agreement
shall be governed by and construed under the laws of the Commonwealth of
Pennsylvania.


19.           Waiver
and Further Agreement.


Any waiver of any
breach of any terms or conditions of this Agreement shall not operate as a
waiver of any other breach of such terms or conditions or any other term or
condition, nor shall any failure to enforce any provision hereof operate as a
waiver of such provision or of any other provision hereof.  Each of the
parties hereto agrees to execute all such further instruments and documents and
to take all such further action as the other party may reasonably require in
order to effectuate the terms and purposes of this Agreement.


20.           Headings
of No Effect.


The paragraph
headings contained in this Agreement are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement.


IN WITNESS
WHEREOF, the parties hereto have executed this Employment Agreement as of the
date first above written.


	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ISOLAGEN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Nicholas L.
  Teti

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Steven
  Trider

  	
   

  
	
   

  	
   

  	
  Steven Trider

  	
   

  



 



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