Exhibit
10.4




EMPLOYMENT
AGREEMENT




This
Employment Agreement (this “Agreement”) is dated as of May 9, 2008 and effective
as of the 1st day of
April, 2008, by and between Donna R. Rill (hereinafter referred to as
“Employee”) and Opexa Therapeutics, Inc. (hereinafter referred to as
“Opexa”).




W I T N E
S S E T H:




WHEREAS, Employee is employed
by Opexa;





WHEREAS, Opexa desires to
retain key executives and promote their dedication;





WHEREAS, Opexa’s success
requires the protection of its intellectual property, proprietary information
and goodwill and Opexa is willing to enter into an employment agreement with
Employee, subject to the terms and conditions below; and




WHEREAS, the Employee and
Opexa jointly wish to document their employment understanding.





NOW, THEREFORE, for and in
consideration of the employment by Opexa, the compensation and other
remuneration paid and to be paid by Opexa and received and to be received by the
Employee for such employment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by Employee, it is
agreed by and between the parties hereto as follows:





1.
            Employment




Opexa
agrees to employ the Employee, and Employee agrees that Employee will devote
Employee’s full productive time, skill, and best efforts during Employee’s
employment to such duties as may be reasonably assigned to
Employee.  Employee will faithfully and diligently endeavor to further
the best interests of Opexa during Employee’s employment. The foregoing,
however, shall not preclude the Employee from (i)  engaging in
appropriate civic, charitable, professional or trade association activities or
(ii) subject to Board of Director written approval, serving on one or more other
boards of directors of public or private companies, as long as such activities
and services do not conflict with the responsibilities to Opexa.




2.
            Duties and
      Title




Employee
shall continue to have the title of and shall act as the Vice President of
Operations of Opexa.  Employee shall have the following
responsibilities and duties as Vice President of Operations: Employee shall
report to Opexa’s chief executive officer and will have such other duties and
responsibilities consistent with her position as Vice President of Operations,
as may reasonably be assigned to Employee by Opexa’s chief executive officer
from time to time.






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3.
            Term of
      Employment




The term of employment of Employee is
through March 31, 2009, subject to termination pursuant to Section
6.




4.
            Compensation




As
compensation, Opexa shall pay Employee a salary of a minimum of $151,114 per
year, paid consistent with the then payroll practices of Opexa.




5.
            Benefits




Opexa will
provide Employee with the benefits and insurance coverage as generally provided
by Opexa to its management employees, but only if and when such benefits and/or
coverage are provided.  If provided, such benefits and insurance
coverages may be changed by Opexa from time to time.




6.
            Termination





The
Employee’s employment hereunder may be terminated prior to the term provided for
in Section 3 only under the following circumstances:





6.1           Death.  The
Employee’s employment shall terminate automatically on the date of her
death.





6.2           Disability.  If
a Disability (as defined below) occurs and is continuing, the Employee's
employment shall terminate 180 days after Opexa gives the Employee written
notice that it intends to terminate her Employment on account of that
Disability, or on such later date as Opexa specifies in such notice. If the
Employee resumes the performance of substantially all of her duties under this
Agreement before the termination becomes effective, the notice of intent to
terminate shall be deemed to have been revoked.  Disability of
Employee shall not prevent Opexa from making necessary changes during the period
of Employee’s Disability to conduct its affairs. “Disability” shall mean that
the Employee, with reasonable accommodation, has been unable to perform her
essential duties under this Agreement for a period of at least six consecutive
months as a result of her incapacity due to injury or physical or mental
illness, any disability as defined in a disability insurance policy which
provides coverage for the Employee, or any disability as defined by the
Americans with Disabilities Act of 1990, Public Law 101_336, 42 U.S.C.A. § 12101
et seq.





6.3           Employee’s Voluntary
Termination.  The Employee may terminate her employment at any
time upon 30 days’ prior written notice to Opexa.






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6.4           Termination by Opexa Without
Cause.  Upon written notice by Opexa, a majority of the Board
of Directors of Opexa may terminate Employee’s employment without Cause (as
defined below).  Upon termination without Cause the Employee shall be
entitled to the following severance:





(i)
            six
      months base salary at the rate in effect (as provided for by Section 4 of
      this Agreement) at the time of such termination, to be paid
      monthly;





(ii)
            any
      annual bonus earned but not yet paid as of the date of
      termination;





(iii)
            any
      accrued vacation pay;





(iv)
            reimbursement
      for expenses incurred but not yet paid prior to such termination of
      employment;





(v)
            any
      other compensation and benefits, including deferred compensation, as may
      be provided in accordance with the terms and provisions of any applicable
      plans and programs of Opexa; and





(vi)
            any
      and all stock options granted to Employee prior to termination shall
      provide that (a) all vesting schedules shall accelerate for a 12 month
      period and (b) Employee shall have one year from termination to exercise
      any such stock options or other derivative securities granted pursuant to
      any then existing stock compensation
plan.





6.5           Termination by Opexa With
Cause.  Upon written notice by Opexa, a majority of the Board
of Directors of Opexa may terminate Employee’s employment with
Cause.  Upon termination with Cause, Employee shall not be entitled to
any severance described in Section 6.4(i)-(vi).  Any written notice of
termination for Cause shall specify the particular act or acts, or failure to
act, which is or are the basis for the decision to so terminate the Employee's
employment for Cause.  “Cause” as used herein shall be limited to (i)
the conviction of the Employee for a felony; or (ii) a finding of fact in a
civil judgment, binding arbitration award or binding mediation award that the
Employee breached the then existing Opexa’s Code of Ethics.  If such
conviction or finding of fact is overturned on appeal, the Employee shall be
entitled to the payments and the economic equivalent of the benefits that the
Employee would have received as a result of a termination of the Employee’s
employment by Opexa without Cause and shall be reimbursed all legal fees and
expenses incurred by Employee in her defense of her actions that constituted the
lawsuit, arbitration, mediation and/or appeal.





6.6           Defacto
Termination.  Opexa shall be deemed to have terminated Employee
without Cause upon: (i) Opexa requiring Employee to move her principal place of
residence from the Houston, Texas metropolitan area or to perform regular duties
that could reasonably be expected to require either such move against her wish
or to spend amounts of time each week outside of the Houston, Texas area which
are unreasonable in relation to the duties and responsibilities of the Employee
hereunder; (ii) any reduction in Employee’s duties or titles as set forth in
Section 2 above; or (iii) any reduction in Employee’s salary as set forth in
Section 4.






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6.7           Change of
Control.  The effectiveness of a Change of Control (as defined
below) shall be deemed a termination without cause.  Upon the
effectiveness of a Change of Control, Opexa shall pay the Employee severance
awarded pursuant to Section 6.4(i)-(v) above and any and all stock options
granted to Employee prior to the Change of Control shall vest immediately upon
the effectiveness of the Change of Control with a one-year period from the
effective Change of Control date to exercise any such stock options or other
derivative securities granted pursuant to any then existing stock compensation
plan.





“Change of Control” as used herein
shall mean the occurrence of the following events:





(i)
            A
      sale, transfer, or other disposition by Opexa through a single transaction
      or a series of transactions occurring within a 90-day period of securities
      of Opexa representing Beneficial Ownership (as defined below) of fifty
      (50%) percent or more of the combined voting power of Opexa then
      outstanding securities to any “Unrelated Person” or “Unrelated Persons”
      acting in concert with one another.  For purposes of this
      definition, the term “Person” shall mean and include any individual,
      partnership, joint venture, association, trust corporation, or other
      entity [including a “group” as referred to in Section 13(d)(3) of the
      Securities Exchange Act of 1934, as amended (“1934 Act”)].  For
      purposes of this definition, the term “Unrelated Person” shall mean and
      include any Person other than the Employee, Opexa, a wholly-owned
      subsidiary of Opexa, an existing shareholder, or an employee benefit plan
      of Opexa; provided however, a sale of Opexa’s securities in a capital
      raising transaction shall not be a Change of
  Control.





(ii)
            A
      sale, transfer, or other disposition through a single transaction or a
      series of transactions occurring within a 90-day period of all or
      substantially all of the assets of Opexa to an Unrelated Person or
      Unrelated Persons acting in concert with one
  another.





(iii)
            A
      change in the ownership of Opexa through a single transaction or a series
      of transactions occurring within a 90-day period such that any Unrelated
      Person or Unrelated Persons acting in concert with one another become the
      “Beneficial Owner,” directly or indirectly, of securities of Opexa
      representing at least fifty-one (51%) percent of the combined voting power
      of Opexa then outstanding securities.  For purposes of this
      Agreement, the term “Beneficial Owner” shall have the same meaning as
      given to that term in Rule 13d-3 promulgated under the 1934 Act, provided
      that any pledgee of voting securities is not deemed to be the Beneficial
      Owner of the securities prior to its acquisition of voting rights with
      respect to the securities.






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(iv)
            Any
      consolidation or merger of Opexa with or into an Unrelated Person, unless
      (i) immediately after the consolidation or merger the holders of the
      common stock of Opexa immediately prior to the consolidation or merger are
      the beneficial owners of securities of the surviving corporation
      representing at least fifty-one (51%) percent of the combined voting power
      of the surviving corporation’s then outstanding
  securities





6.8           Retirement
Termination. Upon Employee reaching the age of 65, Employee shall then
have the right to terminate this Agreement without cause, effective a date six
months from the date she provides Opexa with written notice of her decision to
terminate for retirement purposes. Upon the effective date of such termination,
Opexa shall pay Employee severance awarded pursuant to Section 6.4 (ii)-(iv)
above, provided that any and all stock options granted to Employee prior to the
effective date of such termination shall vest immediately with a one-year period
from the effective date of termination hereunder to exercise any such stock
options or other derivative securities granted pursuant to any then existing
stock compensation plan.





7.
            Confidential and Proprietary
      Information; Documents




7.1           Opexa
shall provide Employee with information deemed secret and confidential by
Opexa.  Such secret or confidential information or know-how of
Opexa  (referred to collectively as “Confidential Information”) shall
include, without limitation, the following:  the status and plans for
research and development; materials, cells, tissues, and other biological
samples and specimens; cell banking methods, apparatus, and services; pending
and planned patent applications (until published by the Patent Office);
invention disclosures; research and technical data and information; methods of
creating, preparing, and using stem cells and other biological materials;
license, sublicense, and other agreements relating to intellectual property
rights; Opexa’s plans; customer or contact information; contributor information;
strategies, costs, prices, uses, applications of products and services; results
of and data from investigations or experiments; all apparatus, products,
processes, compositions, samples, formulas, computer programs, pricing policy,
financial information, and methods of doing business; policy and/or procedure
manuals, training and recruiting procedures; accounting procedures; the status
and content of Opexa’s contracts with its contributors, clients, and customers;
Opexa’s business philosophy, and servicing methods and techniques; all at any
time used, developed, or investigated by Opexa, before or during the Employee’s
tenure of employment, which are not generally available to the public or which
are maintained as confidential by Opexa.




7.2           Employee
recognizes and acknowledges that Employee will have access to certain
information of Opexa that is confidential and proprietary and constitutes
valuable and unique property of Opexa.  Employee agrees that Employee
will not at any time, either during or subsequent to Employee’s employment,
disclose to others, use, copy or permit to be copied, except in pursuance of
Employee’s duties on behalf of Opexa, its successors, assigns or nominees, any
Confidential Information or know-how of Opexa (whether or not developed by the
Employee) without Opexa’s prior written consent.  Employee further
agrees to maintain in confidence any confidential information of third parties
received as a result of Employee’s employment with Opexa.






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7.3           Employee
further agrees to deliver to Opexa at the termination of Employee’s employment
all biological materials correspondence, memoranda, notes, records, drawings,
sketches, plans, customer, client and/or contributor lists, product
compositions, or other documents and all copies thereof (all of which are
hereafter referred to as the “Documents”), made, composed or received by
Employee, solely or jointly with others, and which are in Employee’s possession,
custody, or control at such date and which are related in any manner to the
past, present, or anticipated business of Opexa.  In this regard,
Employee hereby grants and conveys to Opexa all right, title and interest in and
to, including without limitation, the right to possess, print, copy, and sell or
otherwise dispose of, any biological materials, reports, records, papers
summaries, photographs, drawings or other documents, and writings, copies,
abstracts or summaries thereof, or any other works of authorship, which may be
prepared by Employee or under Employee’s direction or which may come into
Employee’s possession in any way during the term of Employee’s employment with
Opexa which relate in any manner to the past, present or anticipated business of
Opexa.




7.4           Employee
further agrees that Employee will not, during Employee’s employment, receive
from persons not employed by Opexa, any confidential information not belonging
to Opexa, unless a valid agreement is signed by both an officer of Opexa and by
the disclosing party that states that Opexa will not be in a confidential
relationship with the disclosing party.  Employee further agrees that
Employee will not use or disclose to other employees of Opexa, during Employee’s
employment with Opexa, confidential information belonging to Employee’s former
employers, or any other third parties unless written permission has been given
by such persons to Opexa to use and/or disclose such information.




7.5           In
the event of a breach or threatened breach of any of the provisions of Section
7, Opexa shall be entitled to an injunction ordering the return of such
Documents and any and all copies thereof and restraining Employee from using or
disclosing, for Employee’s benefit or the benefit of others, in whole or in
part, any Confidential Information, including but not limited to the
Confidential Information which such Documents contain, constitute, or
embody.  Employee further agrees that any breach or threatened breach
of any of the provisions of Section 7 would cause irreparable injury to Opexa
for which it would have no adequate remedy at law.  Nothing herein
shall be construed as prohibiting Opexa from pursuing any other remedies
available to it for any such breach or threatened breach, including the recovery
of damages.




8.
            Noncompetition/No-Hire
      Agreement




8.1           Employee
agrees that, from the date hereof until a period of six months following the
date of the termination of Employee’s employment (the “Noncompetition Period”),
Employee will not directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, corporate officer, director, or in any
other individual or representative capacity, engage or participate in any
“Competitive Business” anywhere in the United States of America (the
“Noncompetition Territory”).  As used herein, a “Competitive Business”
is defined as any business relating developing autologous cellular therapies to
treat multiple sclerosis (MS).






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8.2           Employee
further agrees that from the date hereof until a period of one year following
the date of the termination of Employee’s employment (the “Nonsolicitation
Period”) and within the Noncompetition Territory Employee will not, directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, corporate officer, director, or in any other individual or
representative capacity, call on, solicit, recruit, or attempt to call on,
solicit, or recruit, or attempt to hire any of the employees of Opexa,
regardless of whether for the benefit of the Employee or for any other person,
firm, or corporation.




8.3           Employee
shall not during the Nonsolicitation Period and within the Noncompetition
Territory, either directly or indirectly (i) make known to any Competitive
Business the names and addresses of any of Opexa’s customers or contacts or any
other information pertaining to such persons or businesses or (ii) call on,
solicit, or take away, or attempt to call on, solicit or take away any of the
customers of Opexa with whom Employee became acquainted during Employee’s
association with Opexa, regardless of whether for the benefit of the Employee or
for any other person, firm or corporation.




8.4           Employee
agrees that the restraints created by the covenants in Section 8 are no greater
than necessary to protect Opexa’s legitimate interests.  Furthermore,
Employee agrees that such covenants of Section 8 do not hinder, or otherwise
cause hardship to Employee in finding and performing employment elsewhere upon
termination of this Agreement.  Similarly, Employee agrees that
Opexa’s need for the protection afforded by the covenants of Section 8 is not
outweighed by either the hardship to Employee or any injury likely to the
public.




8.5           Employee
agrees that this Section 8 is ancillary to this Agreement, and independent of
any other agreement related to Employee’s employment with Opexa, and Employee
acknowledges that the consideration given by Opexa for this Agreement includes
Opexa’s agreement to provide to the Employee access to the Confidential
Information, as well as employment.  Further, the existence of any
claim or cause of action of Employee against Opexa or any officer, director, or
employee of Opexa, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by Opexa of Employee’s covenants
contained in this Agreement.  In addition, this Agreement shall
continue to be binding upon Employee in accordance with its terms,
notwithstanding the termination of Employee’s employment.




8.6           Employee
agrees that Employee’s breach or violation, or threat thereof, of this covenant
not to compete shall entitle Opexa, as a matter of right, to an injunction
without the necessity of posting bond, issued by any court of competent
jurisdiction, restraining any further or continued breach or violation of this
covenant.  Such right to an injunction shall be cumulative and in
addition to, and not in lieu of, any other remedies to which Opexa may show
itself justly entitled.  Further, during any period in which Employee
is in breach of this covenant not to compete, the time period of this covenant
shall be extended for an amount of time that Employee is in breach.






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9.
            Inventions and Other
      Intellectual Property




9.1           Employee
agrees to hold in complete trust for the benefit of Opexa, and to disclose
promptly and fully to Opexa in writing, and hereby assigns, and binds Employee’s
heirs, executors, administrators, and all legal representatives to assign, to
Opexa any and all inventions, discoveries, ideas, concepts, improvements,
copyrightable works, biological materials, and other developments (all of the
above are collectively referred to as the “Developments”) conceived, made,
discovered or developed by him, solely or jointly with others, during Employee’s
employment by Opexa, whether during or outside of usual working hours and
whether on Opexa’s premises or not, which relate in any manner to the past,
present or anticipated business of Opexa.  Any and all such
Developments shall be the sole and exclusive property of Opexa, whether
patentable, copyrightable, or neither, and Employee agrees that Employee will
assist and fully cooperate in every way, at Opexa’s expense, in securing,
maintaining, and enforcing, for the benefit of Opexa or its designee, patents,
copyrights or other types of proprietary or intellectual property protection for
such Developments in any and all countries.  Employee acknowledges and
agrees that any and all such Developments conceived, created, or authored by him
within the scope of Employee’s employment is a “work made for hire,” as defined
by the federal copyright laws, and therefore all copyrights in and to such works
are and will be owned by Opexa.  To the extent that Employee authors
any copyrightable work in any medium during the Term of this Agreement which
relates or pertains in any way to Opexa or any of the operations or activities
of either and which was not prepared within the scope of Employee’s employment,
Employee hereby assigns all right, title, and interest, including but not
limited to all rights of copyright, in and to such works to
Opexa.  Within six months following the termination of Employee’s
employment, and without limiting the generality of the foregoing, any
Development of the Employee relating to any Opexa subject matter on which
Employee worked or was informed during Employee’s employment by Opexa shall be
conclusively presumed to have been conceived and made prior to the termination
of Employee’s employment (unless the Employee clearly proves that such
Development was conceived and made following the termination of Employee’s
employment), and shall accordingly belong, and be assigned, to Opexa and shall
be subject to this Agreement.




9.2           Without
limiting the foregoing, Employee agrees at the request of Opexa (but without
additional compensation from Opexa during Employee’s employment by Opexa) to
execute any and all papers and perform all lawful acts which Opexa deems
necessary for the preparation, filing, prosecution, and maintenance of
applications for United States and foreign letters patent, or for United States
and foreign copyrights, on the Developments, and to execute such instruments as
are necessary or convenient to assign to Opexa, its successors, assigns or
nominees, all of the Employee’s right, title, and interest in the Developments
and the like, so as to establish, maintain or perfect, in Opexa, its successors,
assigns or nominees, the entire right, title, and interest to the Developments,
and also to execute any instruments necessary or which Opexa may deem desirable
it connection with any continuation, renewal or reissue thereof, or in the
conduct of any proceedings or litigation in regard thereto.






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9.3           All
expenses incurred by the Employee by reason of the performance of any of the
obligations set forth in this Section 9 on Inventions shall be borne by
Opexa.  Should the Employee’s assistance be requested by Opexa after
termination of employment, Opexa would compensate the Employee at a reasonable
rate.




10.
            Conflicts of
      Interest




10.1           In
keeping with Employee’s fiduciary duties to Opexa, Employee agrees that Employee
shall not, directly or indirectly, become involved in any conflict of interest
with reference to any transaction or opportunity including Opexa (“Conflict”),
or upon discovery thereof, allow such a Conflict to continue. Moreover, Employee
agrees that Employee shall promptly disclose to the Board of Opexa any facts
which might involve any reasonable possibility of a
Conflict.  Employee shall maintain the highest standards of conduct,
and shall not do anything likely to injure the reputation or goodwill of Opexa,
or embarrass or otherwise generate adverse publicity for or bring unwanted
attention to Opexa.




10.2           It
is agreed that any direct or indirect interest in, connection with, or benefit
from any outside activities, particularly commercial activities, which interest
might in any way adversely affect Opexa or any of its subsidiaries or
affiliates, involves a possible Conflict.  Circumstances in which a
Conflict on the part of Employee would or might arise, and which should be
reported immediately by Employee to an officer of Opexa, include, without
limitation, the following: (a) ownership of a material interest in, acting in
any capacity for, or accepting directly or indirectly any payments, services or
loans from a supplier, contractor, subcontractor, customer or other entity with
which Opexa does business; (b) misuse of information or facilities to which
Employee has access in a manner which will be detrimental to Opexa’s interest;
(c) disclosure or other misuse of information of any kind obtained through the
Employee’s connection with Opexa; (d) acquiring or trading in, directly or
indirectly, other properties or interests connected with the design, manufacture
or marketing of products designed, manufactured or marketed by Opexa; (e) the
appropriation to the Employee or the diversion to others, directly or
indirectly, of any opportunity in which it is known or could reasonably be
anticipated that Opexa would be interested; and (f) the ownership, directly or
indirectly, of a material interest in an enterprise in competition with Opexa or
its dealers and distributors or acting as a director, officer, partner,
consultant, employee or agent of any enterprise which is in competition with
Opexa or its dealers or distributors.




11.
            Activities Associated With
      Maintenance of Professional Status and Community
      Activities




Opexa will
reimburse Employee for the costs of activities associated with the maintenance
of the Employee’s professional status, including the payment of licensing fees
and required continuing education, expenses for professional/network meetings,
as well as community activities.






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12.
            Prior
      Discoveries




Employee
does not have any unpatented inventions and discoveries made or conceived by
Employee prior to Employee’s employment with Opexa and which are to be excluded
from this Agreement.




13.
            Publicity




13.1           Employee
agrees that Opexa may use, and hereby grants Opexa the nonexclusive and
worldwide right to use, Employee’s name, picture, likeness, photograph,
signature, or any other attribute of Employee’s persona (all of such attributes
are hereafter collectively referred to as “Persona”) in any media for any
advertising, publicity or other purpose at any time, either during or subsequent
to Employee’s employment by Opexa.  Employee agrees that such use of
Employee’s Persona will not result in any invasion or violation of any privacy
or property rights Employee may have; and Employee agrees that Employee will
receive no additional compensation for the use of Employee’s
Persona.  Employee further agrees that any negatives, prints or other
material for printing or reproduction purposes prepared in connection with the
use of Employee’s Persona by Opexa shall be and are the sole property of
Opexa.




13.2           Employee
further agrees that at no time shall Employee write, author, publish,
distribute, or cause to be published or distributed any pictorial, graphic, or
literary works, such as but without limitation, books, articles, stories, or
pamphlets, in any mediumof expression, tangible or
intangible, that relate, describe, or pertain in any way to Opexa or to the
operations, activities, or employees of Opexa without first obtaining the prior
written consent of the Board of Directors of Opexa to do so and also the prior
written approval of the contents of any such work by the Board of Directors of
Opexa.




14.
            Indemnification





Opexa
shall, to the fullest extent permitted by the Texas Business Corporation Act, as
amended, indemnify Employee if she is or was involved in any manner (including,
but not limited to, as a party or a witness) in any threatened, pending, or
completed investigation, claim, action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (including, but not limited to, any
action, suit, or proceeding brought by or in the right of the corporation to
procure a judgment in its favor) (a “Proceeding”) by reason of the fact that the
Employee is or was a director, officer, or employee of Opexa, against all
liabilities and expenses actually and reasonably incurred by Employee in
connection with such proceeding.  Such indemnification shall include
the right to receive payment in advance of any expenses incurred by Employee in
connection with any proceeding, consistent with the provisions of the Texas
Business Corporation Act, as amended.  Notwithstanding the above,
Employee shall not be indemnified in respect of:






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(i)         
  a proceeding in which Employee is found liable on the basis that
personal benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the person’s official capacity;





(ii)           a
proceeding in which Employee is found liable to Opexa; or





(iii)          a
finding of fact in a civil judgment, binding arbitration award or binding
mediation award that the Employee breached the then existing Opexa’s Code of
Ethics.





15.
            Remedies




Employee
and Opexa agree that, because damages at law for any breach or nonperformance of
this Agreement by Employee, while recoverable, are and will be inadequate, this
Agreement may be enforced in equity by specific performance, injunction,
accounting or otherwise.




16.
            Miscellaneous




16.1           This
Agreement is made and entered into as of the date hereof and the rights and
obligations of the parties hereto shall be binding upon the heirs and legal
representatives of the Employee and the successors and assigns of
Opexa.  This Agreement may be assigned by Opexa but is personal to the
Employee and no rights, duties, and obligations of Employee hereunder may be
assigned.




16.2           No
waiver or non-action with respect to any breach by the other party of any
provision of this Agreement, nor the waiver or non-action with respect to any
breach of the provisions of similar agreements with other employees shall be
construed to be a waiver of any succeeding breach of such provision, or as a
waiver of the provision itself.




16.3           Should
any portions hereof be held to be invalid or wholly or partially unenforceable,
such holding shall not invalidate or void the remainder of this
Agreement.  The portions held to be invalid or unenforceable shall be
revised and reduced in scope so as to be valid and enforceable, or, if such is
not possible, then such portions shall be deemed to have been wholly excluded
with the same force and effect as if it had never been included
herein.




16.4           Employee’s
obligations under this Agreement to Opexa shall survive the termination, for
whatever reason, of Employee’s employment by Opexa.




16.5           This
Agreement supersedes, replaces and merges any and all prior and contemporaneous
understandings, representations, agreements and discussions relating to the same
or similar subject matter as that of this Agreement between Employee and Opexa
and constitutes the sole and entire agreement between the Employee and Opexa
with respect to the subject matter of this Agreement.






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16.6           The
laws of the State of Texas, excluding any conflicts of law rule or principle
that might otherwise refer to the substantive law of another jurisdiction, will
govern the interpretation, validity and effect of this Agreement without regard
to the place of execution or the place for performance thereof, and Opexa and
Employee agree that the appropriate courts in Montgomery County, Texas, shall
have personal jurisdiction and venue over Opexa and Employee to hear all
disputes arising under this Agreement.




16.7           All
notices and other communications required or permitted hereunder or necessary or
convenient in connection herewith shall be in writing and shall be deemed to
have been given when mailed by registered mail or certified mail, return receipt
requested, as follows:




If to
Opexa, to:





2635 N.
Crescent Ridge Drive


The
Woodlands, TX  77381


Attn:
David McWilliams





If to
Employee, to:





Ms. Donna
R. Rill


____________________


____________________





or to such
other addresses as either party may designate by notice to the other party
hereto in the manner specified in this section 16.




16.8           This
Agreement may not be changed or terminated orally, and no change, termination or
waiver of this Agreement or of any of the provisions herein contained shall be
binding unless made in writing and signed by both parties, and in the case of
Opexa, by an authorized officer of Opexa.  Any change or changes, from
time to time, in Employee’s salary and/or duties shall not be, nor be deemed to
be, a change, termination or waiver of this Agreement or of any of the
provisions herein contained.










OPEXA
      THERAPEUTICS, INC.:
              
              EMPLOYEE:By: /s/DAVID
      B. MCWILLIAMS
              
              By: /s/DONNA
      R. RILLName:
      David B. McWilliams
              
              Donna
      R. RillTitle:
      President and Chief Executive Officer