Exhibit 10.7


                             EMPLOYMENT AGREEMENT

     THIS AGREEMENT is entered with the intent that it be effective as of the
1st day of December, 2000, by and between GreatBio Technologies, Inc., a
Nevada corporation having its principal place of business at 150 Lucius Gordon
Drive, Suite 215, West Henrietta, New York 14586 (Company) and Michael L.
Weiner, residing at 693 Summit Drive, Webster, New York 14580 (Executive).

1.   EMPLOYMENT RELATIONSHIP

     1.1      Executive shall be and hereby is employed in the capacity of
              Chairman of the Board, Chief Executive Officer and President for
              the Company.  In that capacity he shall perform all duties
              necessary and incidental to functioning as the executive in
              charge of all aspects of the business of the Company.  Executive
              shall be responsible for the development and implementation,
              upon approval of the Board of Directors of the Company, of all
              Company policies and procedures and the supervision of the
              Company's management staff and business development.  In
              addition, Executive shall have such other duties, consistent
              with said employment, as may from time to time be assigned to
              him by the Board of Directors.  The Executive shall report
              directly to the Board of Directors of the Company, and Executive
              shall devote a majority of his working time and best efforts to
              perform his duties and to promote the business and affairs of
              the Company.

     1.2      As compensation for the performance of his duties, Executive
              shall receive an annual salary in an amount to be determined by
              the Board of Directors annually, but in no event less than
              $175,000, such salary to be paid in regular periodic
              installments as the parties agree (the "Base Salary").  In
              addition to the Base Salary, the Executive shall be eligible to
              receive a discretionary bonus as determined from time to time by
              the Board of Directors ( the "Discretionary Bonus").  The Board
              shall determine the amount or manner of payment of the bonus, if
              any, no later than forty-five (45) days after the end of each
              fiscal year. The Discretionary Bonus may be payable in any
              manner approved by the Board, including, but not limited to,
              stock, cash or options and shall be paid to the Executive no
              later than seventy-five (75) days after the end of each fiscal
              year.

     1.3      The Executive shall be entitled to four weeks of paid vacation
              in each calendar year.  In the event that the Executive is
              employed hereunder during a calendar year for less than all of
              that year, he shall be entitled in that year to a number of paid
              vacation days which shall be prorated in accordance with the
              number of days on which he is so employed in that year.  The
              Executive shall also be entitled to all paid holidays as
              approved on an annual basis by the Board of Directors.

     1.4      Executive shall be entitled to participate in all fringe benefit
              programs now or hereafter approved by the Board of Directors.
              However, at a minimum the Company agrees to obtain and maintain
              at its sole cost and expense, life insurance and disability
              insurance, for the benefit of the Executive in the following
              amounts: a $1,000,000 life insurance currently owned by
              Executive on his life, or at his election, an equivalent policy,
              and disability insurance providing at least seventy-five percent
              (75%) salary replacement.

     1.5      Executive shall receive a non-qualified option to purchase up to
              250,000 common shares at a strike price of $.50 per share.  The
              option may be exercised (a) with respect to all or any part of
              100,000 of the Shares covered hereby at any time on or after
              December 1, 2000, (b) with respect to all or any part of 150,000
              of the Shares covered hereby at any time on or after December 1,
              2002, (c) with respect to all or any part of 200,000 of the
              Shares covered hereby at any time on or after December 1, 2003,
              and (d) with respect to all or any part of the Shares covered
              hereby at any time on or after December 1, 2004.

     1.6      In addition to the Intitial Grant, the Executive shall be
              entitled to participate in the GreatBio Technologies, Inc. 2001
              Stock Option Plan ("Option Plan").  Grants under the Option Plan
              shall be in amounts determined by the Compensation Committe.

     1.7      Subject to the terms and conditions hereinafter set forth, the
              term of the Executive's employment hereunder ("Term") shall
              commence on the date hereof and shall remain in full force and
              effect indefinitely unless terminated in accordance with
              paragraph 3 of this Agreement.

     1.8      Company shall reimburse Executive for all travel and business
              expenses incurred by him which are reasonable and necessary for
              carrying on the business of the Company.  Expenses shall be
              reimbursed after presentation by Executive of an itemized
              account of such expenses in form and substance satisfactory to
              the Board of Members.

     1.9      The Executive shall have his principal office where determined
              by the Corporation, provided however, that he shall not be
              required as a result of his duties to relocate to a principal
              office outside the Greater Rochester, New York area, provided,
              however, that the Executive agrees to undertake all reasonable
              travel required by the Company to be conducted in connection
              with the performance of his duties.

2.   COVENANTS BY EXECUTIVE

     2.1      Except as required in the performance of his duties to Company,
              Executive will never directly, indirectly or otherwise, use,
              disseminate or disclose any Confidential Information.

     2.2      Upon termination of his employment with Company, Executive shall
              leave with or return to Company all copies of documents, records,
              notebooks and similar repositories, in written or electronic form
              containing Confidential Information.

     2.3      Confidential Information means information concerning the matters
              described below that are disclosed to the Executive or are or
              become known to the Executive as a consequence of his employment:

              2.3.1   The Company's assets, material agreements, products
                      and services, including specifications, plans, designs
                      or other documents relating to the assets, material
                      agreements, products and services, the Company's plans,
                      procedures, products, processes and services, trade
                      secrets, ideas, data, software programs, business
                      affairs and customers, and customer lists, including
                      information relating to research, development,
                      manufacturing, purchasing, engineering, pricing, selling
                      and marketing, and;

              2.3.2   Any information regarding the affairs and business of
                      Company's customers and clients that Executive has
                      access to as a result of his Employment with the
                      Company.

              2.3.3   Confidential Information does not include information
                      which (i) was known to the Executive prior to his
                      employment that does not relate to the business,
                      operations or affairs of the Company, (ii) is
                      disseminated to the public (without the fault of the
                      Executive), or (iii) is readily available to the public.

    2.4      During the Non-Compete Period, the Executive agrees that he will
             not, and will cause each of his Affiliates not to, for any
             reason whatsoever, directly or indirectly, either individually
             or as an owner, partner, officer, director, manager, lender or
             otherwise, engage in any Competitive Business.  The ownership
             by the Executive in the aggregate of up to five percent (5%) of
             any class of securities of any company which has a class of
             securities registered under Section 12 of the Securities
             Exchange Act of 1934, as amended, shall not constitute a breach
             of this covenant.

             During the Non-Compete Period, the Executive shall not, and
             shall not permit any of his Affiliates to:  (a) induce or
             attempt to induce any Executive of the Company to leave the
             employ of the Company to engage in any Competitive Business or
             (b) induce or attempt to induce any customer, supplier, licensee
             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.

             2.4.1   The term "Non-Complete Period" shall mean the period
                     commencing with the date hereof and ending one year from
                     the date of termination.

             2.4.2   The term "Competitive Business" shall mean any business
                     engaged in the same or a similar business or businesses
                     as that or those conducted by the Company from time to
                     time, but limited to MRI-compatible pacemakers and
                     related MRI-compatatible medical devices; and
                     HIV/AIDS diagnosis and/or treatment, and related
                     lentiviral vectors.

             2.4.3   The parties hereto agree that the duration and geographic
                     scope of the non-competition provision set forth in this
                     section are reasonable.  In the event that any court
                     determines that the duration or the geographic scope, or
                     both, are unreasonable and that such provision is to that
                     extent unenforceable, the parties agree that the
                     provision shall remain in full force and effect for the
                     greatest time period and in the greatest geographic area
                     that would not render it unenforceable.  The parties
                     intend that this non-competition provision shall be
                     deemed to be a series of separate covenants, one for each
                     and every county of each and every state of the United
                     States of America and each and every political
                     subdivision of each and every country outside the United
                     States of America where this provision is intended to be
                     effective.  The Executive agrees that the restrictions
                     contained in this section are reasonable in all respects.

    2.5      The Executive agrees that any and all inventions, improvements,
             ideas and innovations, whether or not patentable, which the
             Executive may invent, discover, originate, make or conceive during
             his services to the Company or any of its affiliates, whether
             prior to or during his employment with the Company, either solely
             or jointly with others, and which in any way relate to or are or
             may be used in connection with the business of the Company limited
             as stated in section 2.4.2 hereof shall be, to the extent of the
             Executive's interest therein, the sole and exclusive property of
             the Company or such affiliate and the Executive's interest therein
             shall be assigned to the Company or such affiliate, as the case
             may be, or to the Company's or such affiliate's nominee(s).

    2.6.     Notwithstanding the foregoing, the Company hereby specifically
             acknowleges and agrees that Executive is also engaged in the
             business (as an Executive, manager and equity participant in
             certain other entities, including but not limited to, Technology
             Innovations, LLC and Biophan, LLC) of the acquisition, development
             and/or exploitation of medical and other technologies.  The
             Company agrees that such efforts by Executive on behalf of himself
             and others are outside the scope of this Agreement, and that the
             Company will obtain no rights to or interest in such other
             technologies solely by virtue of Weinier's employment hereunder,
             except as stated in paragraph 2.5 above, and Weiner shall have no
             duty to make such technologies available to the Company.

    2.7      The Executive further agrees to execute at any time, upon the
             request and at the expense of the Company, for the benefit of the
             Company, any of its affiliates or any nominee(s) thereof, any and
             all appropriate applications, instruments, assignments and other
             documents, which the Company shall deem necessary or desirable to
             protect its (or any of its affiliates') entire right, title and
             interest in and to any of the discoveries, inventions,
             improvements, ideas and innovations described herein.

    2.8      The Executive agrees, upon the request and at the expense of the
             Company or any person to whom the Company or any of its affiliates
             may have granted or grants rights, to execute any and all
             appropriate applications, assignments, instruments and papers,
             which the Company shall deem necessary for the procurement in the
             United States of America and foreign countries of patent,
             copyright or other protection for the discoveries, inventions,
             improvements, ideas or innovations to be so assigned, including
             the execution of new, provisional, continuing and reissue
             applications, to make all rightful oaths, to testify in any
             proceeding before any governmental authority authorized to grant
             or administer patent protection or before any court, and generally
             to do everything lawfully possible to aid the Company, its
             affiliates and its and their successors, assigns and nominees to
             obtain, enjoy and enforce proper patent, copyright or other
             protection for the discoveries, inventions, improvements, ideas or
             innovations conceived or made by him during the course of his
             services to the Company or any of its affiliates for a period of
             two (2) years after the termination of this Agreement.

    2.9      The parties hereto agree and declare that monetary damages shall
             be insufficient to fully compensate the Company for its losses in
             the event that Executive violates the covenants contained in this
             Article 2. Therefore, the Company, without the need to post bond,
             shall be entitled to enjoin Executive from continuing to violate
             his agreement not to compete, and Executive shall not raise as a
             defense to any action or proceeding for an injunction the claim
             that Company would be adequately compensated by monetary damages.

    2.10     The Executive's obligations as described in this Article 2 shall
             survive the termination of this Agreement for any reason.

3.   TERMINATION/SEVERANCE

    3.1      The Executive's employment hereunder may be terminated upon the
             occurrence of any of the following:

            (i)    the death of the Executive;

           (ii)    voluntary termination by the Executive upon ninety
                   (90) days' notice to the Company ("Voluntary
                   Termination") or termination by the Company upon
                   ninety (90) days' notice to the Executive
                   ("Involuntary Termination");

          (iii)    the inability of the Executive to render the services
                   to be rendered by the Executive  pursuant to this
                   Agreement for a continuous period of ninety (90)
                   successive days or for shorter periods aggregating one
                   hundred twenty (120) days or more during any 180-day
                   period ("Disability");

           (iv)    upon a change in control in the Corporation where the
                   phrase Change in Control shall mean (1) on the date of
                   the merger or consolidation of the Corporation with
                   another entity where the members of the Board,
                   immediately prior to the merger or consolidation,
                   would not immediately after the merger or
                   consolidation, constitute a majority of the Board of
                   Directors of the entity issuing cash or securities in
                   the merger or consolidation, or (2) on the date of the
                   sale or other disposition of all or substantially all
                   of the assets of the Corporation;

            (v)    Termination of the Executive's employment hereunder by
                   the Corporation at any time for "cause", such
                   termination to take effect immediately upon written
                   notice from the Corporation to the Executive;

           (vi)    At the Executive's discretion, upon a significant
                   change in the Executive's job duties or
                   responsibilities, where the phrase "Significant Change
                   In The Executive's Job Duties Or Responsibilities" is
                   defined to mean "a material change in the type of work
                   Executive performs".

    3.2      For all purposes of this Agreement, the term "cause" shall mean a
             determination by a majority of the members of the Board of
             Directors, other than the Executive, that (i) the Executive
             willfully refuses to obey reasonable and lawful orders of the
             Board; (ii) the Executive has willfully breached or habitually
             neglected his duty, provided that the Executive does not take
             reasonable steps to correct the problem within fifteen (15)
             business days after written notice thereof; (iii) the Executive
             has been convicted in a court of law of a crime or offense which
             involves dishonesty or fraud, (iv) the Executive has breached any
             of the Executive's material obligations pursuant to this
             Agreement; or (v) the Executive has been convicted in a court of
             law for the commission of a felony.

    3.3      Severance for Involuntary Termination.  In the event of
             Involuntary Termination of the Executive, the Corporation will pay
             the Executive (i) the unpaid amount of the Executive's Base Salary
             through the date of termination as set forth in paragraph 1.2
             hereof; (ii) bonus compensation earned but not yet paid pursuant
             to paragraph 1.2 hereof; and (iii) a severance payment equal to
             one (1) year of his then current salary, due and payable in full
             within fifteen (15) days of the Executive's termination from the
             Company.  In addition, the Executive will be immediately vested in
             any options, warrants, retirement plan or agreements then in
             effect and the Corporation will continue to provide the Executive
             and his spouse with the Insurance as set forth in paragraph 6
             hereof.  All payments made to the Executive hereunder will be
             subject to all applicable employment and withholding taxes.

    3.4      Severance for Disability or Change in Control.  In the event of
             termination of employment of the Executive due to Disability or
             Change in Control, the Company will pay the Executive (i) the
             unpaid amount of the Executive's Base Salary through the date of
             termination as set forth in paragraph 1.2 hereof; (ii) bonus
             compensation earned but not yet paid pursuant to paragraph 1.2
             hereof; and (iii) a severance payment equal to one (1) year of his
             then current salary, in three (3) equal installments with the
             first installment due and payable within fifteen (15) days
             following termination, the second installment due and payable
             within sixty (60) days following termination and the third
             installment due and payable within one hundred and twenty (120)
             days following termination.  In addition, the Executive will be
             immediately vested in any warrants, options, retirement plans or
             agreements then in effect and the Corporation will continue to
             provide the Executive and his spouse for a period of one year from
             the date of termination.  All payments made to the Executive
             hereunder will be subject to all applicable employment and
             withholding taxes.

    3.5      Termination for Cause.  In the event of the termination for Cause
             of the Executive, all unexercised warrants and options, whether or
             not vested, shall be canceled and the Executive will not be
             eligible for severance payments.  The Corporation shall pay to the
             Executive the unpaid amount of the Executive's Base Salary through
             the date of termination as set forth in paragraph 1.2 hereof.

    3.6      Voluntary Termination.  In the event of the Voluntary Termination
             of the Executive, all unvested warrants and options shall be
             canceled and the Executive shall have three (3) months from the
             date of termination to exercise his rights with respect to any
             unexercised but vested options.  The Executive will not be
             eligible for severance payments.  The Company shall pay to the
             Executive the unpaid amount of the Executive's Base Salary through
             the date of termination.

    3.7      The provisions of this paragraph 3 shall survive termination of
             this Agreement for any reason.

4.   MISCELLANEOUS PROVISIONS

    4.1.     Executive hereby represents and warrants that he is free to make
             this Agreement and the making hereof and/or performance
             hereunder by him will not violate the legal and/or equitable
             rights of any third party.

    4.2      Any notices to be given hereunder by either party to the other
             shall be in writing and may be transmitted by personal delivery
             or by certified mail.  Mailed notices shall be addressed as
             follows:

             To Company:     GreatBio Technologies, Inc.
                             150 Lucius Gordon Drive, Suite 215
                             West Henrietta, New York 14586

             To Executive:   Michael L. Weiner
                             693 Summit Drive
                             Webster, New York 14580

             (Or to the last known residential address of Executive as the
             same is reflected on the Company's records).

             Each party may change that address by written notice delivered
             or mailed in accordance with this section.  Notices delivered
             personally shall be deemed communicated as of the date of actual
             receipt, except that if receipt is refused, then as of the date
             delivery was attempted.  Notices which are mailed shall be
             deemed received two business days after the Notice was delivered
             to an Executive or receptacle under the control of the United
             States Post Office.

    4.3      This Agreement constitutes the entire understanding of the
             parties and there are no promises, terms, covenants, conditions
             or obligations or other written, expressed or implied agreements
             other than those contained herein.  No change or modification of
             this Agreement shall be valid unless the same shall be in
             writing and signed by both parties hereto.

    4.4      The waiver by either party hereto of a breach of any provision
             of this Agreement shall not operate as or be construed as a
             waiver of any subsequent breach of this Agreement.

    4.5      The employment by Company of Executive is being effected because
             of Executive's special capabilities and qualifications and all
             of his rights, benefits and duties hereunder are, therefore, not
             assignable or transferable in any manner.

    4.6      This Employment Agreement shall be construed and enforced in
             accordance with the laws of the State of New York.

    4.7      If any provision of this Employment Agreement is unenforceable,
             the remaining provisions shall, to the extent possible, be
             carried into effect, taking into account the general purposes
             and spirit of this Employment Agreement.

    4.8      Employer shall have the right to withhold from the Executive's
             salary and other compensation hereunder all amounts required to
             be withheld, including such amounts in respect of any
             compensation deemed paid to the Executive under federal, state
             and local tax laws.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
with the intent that it be effective as of the date first written above.

GreatBio Technologies, Inc.                    /s/Michael L. Weiner

By: _____________________________          __________________________________