EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
June 15th, 2004 by and between Optigenex Inc., a Delaware corporation with its
principal executive office located at 750 Lexington Avenue, 6th floor, New York,
NY 10022 (the "Company" or "Optigenex Inc."), and Joseph W. McSherry (the
"Executive") (collectively, the "Parties").

         WHEREAS, the Company desires to employ Executive, and Executive desires
to be employed by the Company, upon the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:

1.       Employment.

         1.1      Employment and Term. The Company hereby agrees to employ
                  Executive, and Executive hereby agrees to serve the Company,
                  on the terms and conditions set forth herein for the period
                  commencing on the date hereof and expiring on the second
                  anniversary thereof (the "Term"), unless sooner terminated as
                  hereinafter set forth.

         1.2      Duties of Executive. Executive shall serve as Chief Financial
                  Officer of the Company. During the Term, Executive shall
                  diligently perform such services as may be reasonably assigned
                  to him by the Board of Directors of the Company. Executive
                  shall devote substantially all of his business time to the
                  business and affairs of the Company, render such services to
                  the best of his ability and use his best efforts to promote
                  the interest of the Company.

 2.      Compensation.

         2.1      Base Salary. During the Term, the Company shall pay Executive
                  as compensation for all services rendered hereunder an annual
                  base salary ("Base Salary") at the rate per year payable in
                  accordance with the Company's normal payroll practice. During
                  the Term, the annual Base Salary may be adjusted from time to
                  time upon a majority vote of the Company's Board of Directors.
                  See Schedule A


         2.2      Stock Options. Executive shall receive stock options in
                  accordance with Schedule B.

3.       Expense Reimbursement and Other Benefits.

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         3.1      Expense Reimbursement. During the Term, the Company, upon the
                  submission of appropriate supporting documentation by
                  Executive, shall promptly reimburse Executive for all
                  reasonable expenses actually paid or incurred by Executive in
                  the course of and pursuant to the business of the Company.

         3.2      Vacation. During the Term, Executive shall be entitled to 4
                  weeks' paid vacation per year, provided that no vacation
                  period may exceed 10 consecutive business days.

         3.3      Other Benefits. During the Term, Executive shall be entitled
                  to participate and shall be included in any savings, 401(k),
                  pension, profit sharing, group medical, group disability or
                  similar plan generally provided to other senior executives of
                  the Company, subject to any eligibility requirements
                  applicable thereto.

         3.4      Key Man Insurance. During the continuance of the Executive's
                  employment hereunder, the Company shall have the right, but
                  not the obligation, to maintain key man life insurance in its
                  own name covering the Executive's life in such amount as shall
                  be determined by the Company, for a term ending on the
                  termination or expiration of this Agreement. The Executive
                  shall aid in the procuring of such insurance by submitting to
                  be required medical examinations, if any, and by filling out,
                  executing and delivering such applications and other
                  instrument in writing as may be reasonably required by an
                  insurance company or companies to which applications for
                  insurance may be made by or for the Company.

         3.5      Indemnification. The Company will indemnify and hold harmless
                  the Executive (and his legal representatives or other
                  successors) to the fullest extent permitted (including payment
                  of expenses in advance of final disposition of the proceeding)
                  by applicable law as in effect at the time of the subject act
                  or omission, or the certificate of incorporation and bylaws of
                  the Company in effect at such time or on the date of this
                  Agreement, whichever affords or afforded greater protection to
                  the Executive.

         3.6      Directors and Officers Insurance. The Company has obtained
                  directors' and officers' liability insurance with coverage
                  reasonably consistent with the coverage in respect of similar
                  situated companies (both as size of company and business),
                  provided that the Company shall be under no obligation to
                  obtain or maintain such insurance if in the opinion of the
                  Company's Board of Directors, the Company cannot afford the
                  cost of such insurance based on working capital, cash flow or
                  other considerations deemed relevant by the Board.

4.       Termination.

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         4.1      Termination for Cause. Notwithstanding anything contained to
                  the contrary in this Agreement, this Agreement may be
                  terminated by the Company for Cause. As used in this
                  Agreement, "Cause" shall only mean (i) any willful action or
                  omission of Executive which constitutes a material breach of
                  this Agreement (other than Section 5 of this Agreement) which
                  is not cured within ten business days after receipt by
                  Executive of notice of same; (ii) a breach of Section 5 of
                  this Agreement; (iii) theft, fraud, embezzlement or
                  misappropriation of the Company's assets or properties by
                  Executive or any action by Executive of a nature that
                  disparages or otherwise harms the Company or its business or
                  public relations; or (iv) the conviction of Executive for any
                  criminal act which is a felony. Upon any termination pursuant
                  to this Section 4.1, the Company shall have no further
                  liability to Executive hereunder other than for the payment of
                  the unpaid portion of his Base Salary and reimbursement of
                  expenses duly incurred through the date of termination.

         4.2      Disability. Notwithstanding anything contained in this
                  agreement, the Company by written notice to the Executive,
                  shall at all times have the right to terminate this Agreement,
                  and Executive's employment hereunder, if Executive shall, as
                  the result of mental or physical incapacity, illness or
                  disability, fail or be unable to perform his duties and
                  responsibilities provided for herein for a period of more than
                  120 days in any 12 month period (a "Permanent Disability").
                  Upon any termination pursuant to this Section 4.2, the Company
                  shall have no further liability to Executive hereunder other
                  than (i) payment to Executive of his Base Salary earned as of
                  the date of termination and (ii) reimbursement of expenses
                  duly incurred through the date of termination.

         4.3      Death. In the event of the death of Executive during the Term,
                  the Company shall have no further liability to Executive's
                  estate hereunder other than (i) payment of Base Salary earned
                  as of the date of death, and (ii) reimbursement of expenses
                  duly incurred through the date of death.

         4.4      Termination Without Cause. Notwithstanding anything contained
                  herein to the contrary, at any time the Company shall have the
                  right to terminate Executive's employment hereunder without
                  Cause by written notice to the Executive. Upon any termination
                  pursuant to this Section 4.4, the Company shall pay Executive
                  (i) his Base Salary (at the annual rate in effect on the date
                  of termination) through the end of the original two-year Term,
                  and (ii) expenses duly incurred through the date of
                  termination. Payments under clauses (i) and (ii) of the
                  preceding sentence shall be made in monthly installments,
                  beginning not later than the thirtieth day following the date
                  of termination. In addition, the Company shall continue to
                  provide Executive the benefits provided to other senior
                  executives of the Company through the end of the Term. The
                  Company shall be deemed to have terminated Executive's

<PAGE>

                  employment pursuant to this Section 4.4 if such employment is
                  terminated by Executive voluntarily as a result of the
                  occurrence of any of the following events which is not
                  consented to in writing by Executive prior to its occurrence
                  or which is not cured by the Company within 30 days after its
                  receipt of written notice of Executive's objection to the
                  occurrence: (a) Executive is assigned to any position, duties
                  or responsibilities that are significantly diminished from
                  those contemplated by this Agreement; (b) Executive is
                  requested to engage in conduct that is reasonably likely to
                  result in a violation of law or (c) any material reduction in
                  Executive's rate of compensation or in the benefits set forth
                  in this Agreement (collectively "Good Reason").

         4.5      Notice. Executive agrees to give the Company 60 days' prior
                  written notice of voluntary termination. Any termination under
                  this Agreement shall be communicated by the terminating party
                  to the other party in writing, specifying the termination
                  provision in this Agreement relied upon and setting forth in
                  reasonable detail the facts and circumstances claimed to
                  provide a basis for termination.

         4.6      Procedure Upon Termination. On termination of employment,
                  regardless of the reason, Executive shall promptly return to
                  the Company all documents (including copies) and other
                  property of the Company, including without limitation, client,
                  customer and supplier lists, manuals, letters, materials,
                  reports and records in his possession or control.


5.       Non-Competition and Non-Disclosure Covenants.

         5.1      Discoveries. During the Term, Executive shall communicate to
                  the Company as Confidential Information (as hereinafter
                  defined) of Company, each discovery, idea, design, invention
                  and improvement relating to any matter of the Company's
                  business, whether or not patentable and whether or not reduced
                  to practice, which is conceived, developed or made by
                  Executive, alone or jointly with others during the Term in
                  connection with the services provided by Executive under this
                  Agreement, and all of such discoveries, ideas, designs,
                  inventions and improvements shall be the exclusive property of
                  the Company and all of Executive's rights, title and interest
                  therein are hereby irrevocably assigned by Executive to the
                  Company.

         5.2      Non-Competition. From the date hereof through (i) the first
                  anniversary date of any termination of Executive's employment
                  with the Company by the Company without Cause or by Executive
                  for Good Reason or (ii) the second anniversary date of any
                  termination with Cause of Executive's employment with the
                  Company or of Executive's resignation, Executive agrees not to
                  engage in, have an interest in or render any services to,

<PAGE>

                  directly or indirectly (as an officer, director, stockholder,
                  partner, associate, employee, consultant, owner, agent,
                  creditor, co-venture or otherwise) in any business which (i)
                  is engaged in the anti-aging/ age management and medical
                  practice management business or (ii) offers products or
                  services similar to or competitive with products and services
                  offered by the Company in the markets and territories in which
                  the Company's products and services are offered during the
                  Term, whether as executive, partner, director employee, agent,
                  consultant, shareholder, owner, manager, operator, licensor,
                  licensee, joint venturer or otherwise; provided that Executive
                  may hold less than 1% of the outstanding shares in any
                  business listed on a national securities exchange or
                  authorized for quotation on an inter-dealer quotation system
                  of a regulated national securities association.

                  Executive shall not, during the Term and for a period of one
                  year thereafter, directly or indirectly, take any action which
                  constitutes an interference with or a disruption of any of the
                  Company's business activities. For purposes of clarification,
                  but not of limitation, Executive hereby acknowledges and
                  agrees that the provisions of this Section 5.2 shall serve as
                  a prohibition against him from, during the period referred to
                  herein, directly or indirectly, hiring, offer to hire,
                  enticing, soliciting or in any other manner persuading or
                  attempting to persuade any officer, employee, agent, licensor,
                  licensee, client or customer of the Company, to discontinue or
                  alter his, her or its relationship with the Company.

         5.3      Non-Disclosure. During the Term and thereafter, Executive
                  agrees to (i) hold all Confidential Information in trust and
                  confidence for the Company and shall not use or disclose any
                  such information to any person under any circumstances and
                  (ii) be liable for damages incurred by the Company as a result
                  of disclosure of any such information by Executive (without
                  the prior written consent of the Company) for any purpose at
                  any time after the date hereof. Notwithstanding the foregoing,
                  Executive may disclose any such information to the extent such
                  disclosure is compelled by a subpoena issued under applicable
                  law or to the extent such information becomes publicly
                  available other than by unauthorized disclosure by the
                  Executive. As used herein the term "Confidential Information"
                  shall mean, with respect to the Company, any and all
                  information (oral and written), other than such information
                  which can be shown to be in the public domain (such
                  information not being deemed to be in the public domain merely
                  because it is embraced by more general information which can
                  be shown to be in the public domain) other than as a result of
                  a breach of provisions of this Section 5.3, including, but not
                  limited to, business secrets, techniques and know-how, and
                  information relating to clients, customers and prospects,
                  suppliers, pricing, costs, marketing, and selling and
                  servicing.
<PAGE>

         5.4      Irreparable Harm. Executive agrees that all of the restrictive
                  covenants set forth in Section 5 herein are reasonable in both
                  scope and duration. Executive acknowledges that monetary
                  damages for a breach of these restrictive covenants are
                  inadequate and that breach would irreparably harm the Company.
                  Executive, therefore, further agrees that the Company may
                  enforce these restrictive covenants by obtaining an immediate
                  injunction in a court of law or equity without the necessity
                  of showing any actual damages and without the necessity of
                  posting any bond. This right to injunctive relief is
                  cumulative and in addition to all other remedies available to
                  the Company by reason of any breach. In the event that any
                  provision of these restrictive covenants is held, in whole or
                  in part to be invalid or unenforceable by reason or its scope
                  and/or duration, such invalidity or unenforceability shall be
                  limited to such provision and shall not effect any other
                  portion of these restrictive covenants and the restrictive
                  covenants shall be construed as if their scope of duration had
                  been more narrowly drawn so as to be valid and enforceable.

         5.5      Consideration. Executive expressly acknowledges that the
                  covenants set forth in this Section 5 are a material part of
                  the consideration bargained for by the Company and without the
                  agreement of Executive to be bound by such covenants, the
                  Company would not have agreed to enter into this Agreement.

6.       Governing Law.

         This Agreement shall be governed by and construed in accordance with
         the laws of the State New York applicable to contracts entered into and
         wholly performed in the State of New York.

7.       Notices.

         In order to be effective, any notice or other communication required or
         permitted hereunder must be in writing and must be transmitted by
         personal delivery, reputable overnight courier service, certified mail
         (postage pre-paid, receipt requested) or telecopy, as follows:

         If to the Company:                   Optigenex Inc.
                                              750 Lexington Avenue, 6th Floor
                                              New York, NY 10022
                                              Attn: Chief Executive Officer
                                              Facsimile: (212) 905-0191

         With a copy to:                      Blank Rome LLP
                                              405 Lexington Avenue
                                              New York, NY 10174
                                              Attn: Robert J. Mittman, Esq.
                                              Facsimile: (212) 885-5001

<PAGE>

         Or at such other address as the party shall designate in a written
         notice to the other parties hereto, given in accordance with this
         Section 7. All notices and other communications shall be effective (i)
         if delivered in person, when delivered; (ii) if sent by overnight
         courier, the next business day following the delivery thereof to such
         courier (or such later date as is demonstrated by a bona fide receipt
         therefore); (iii) if sent by certified mail, three days after deposit
         in the mail; or (iv) if sent by telecopy with receipt acknowledged,
         when sent.

8.       BENEFITS; BUILDING EFFECT.

         This Agreement shall be for the benefits of and binding upon the
         Parties hereto and their respective heirs, personal representatives,
         legal representatives, successors and, where applicable, assigns.
         Notwithstanding the foregoing, neither Party may assign its rights or
         benefits hereunder without the prior written consent of the other Party
         hereto.

9.       SEVERABILITY.

         If any provision of this Agreement is held to be unenforceable for any
         reason, it shall be adjusted rather than voided, if possible, in order
         to achieve the intent of the Parties to the extent possible. In any
         event, all other provisions of this Agreement shall be deemed valid and
         enforceable to the fullest extent possible.

10.      AMENDMENT; WAIVER.

         This Agreement shall not be amended, modified or supplemented, except
in writing signed by both parties. The waiver by either Party hereto of a breach
or violation of any term or provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation.

11.      NO THIRD-PARTY BENEFICIARY.

         Nothing expressed or implied in this Agreement is intended, or shall be
         construed, to confer upon or give any person (other than the parties
         hereto and, in the case of Executive, his heirs, personal
         representatives and/or legal representative) any rights or remedies
         under or by reason of this Agreement.

12.      SURVIVAL.

         Notwithstanding the termination of this Agreement by Company for Cause,
         for disability or otherwise under this Agreement, Executive's
         obligations under Section 5 hereof shall survive and remain in full
         force and effect for the periods therein provided and the provisions
         for equitable relief against the Executive in Section 5 hereof shall
         continue in force.
<PAGE>

13.      ENTIRE AGREEMENT.

         This Agreement contains the entire agreement of the Parties and
         supersedes any and all prior negotiations, correspondence,
         understandings and agreements between the parties respecting the
         subject matter hereof.

14.      COUNTERPARTS.

         This Agreement may be executed in original or facsimile counterparts,
         each of which shall be deemed an original, but both of which when taken
         together shall constitute one and the same instrument.

15.      COUNSEL.

         The parties to this Agreement do further state that they have been
         represented by counsel of their own choice in arriving at this
         Agreement and that this Agreement represents the product of their
         negotiations.


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



                                  OPTIGENEX INC.

                                  By:      /s/ Richard Serbin
                                           ------------------
                                  Name:    Richard Serbin
                                  Title:   Chief Executive Officer


                                  EXECUTIVE

                                  /s/ Joseph W. McSherry
                                  ----------------------
                                  Joseph W. McSherry
<PAGE>

                                   SCHEDULE A


1. BASE SALARY: $140,000 Per annum.


<PAGE>

                                   SCHEDULE B

1. STOCK OPTIONS VESTING SCHEDULE:

        a.  On August 6th, 2004-100,000, 5 year options @ $3.00 per share;
        b.  After 12 months of Employment-150,000, 5 options @ $3.00 per share
        c.  After 24 months of Employment-50,000, 5 options @ $3.00 per share