ex10-19.htm


    Exhibit
10.19

     

    OMNIMMUNE
CORP.

    EMPLOYMENT
AGREEMENT

    


    THIS EMPLOYMENT AGREEMENT
(“Agreement”) is entered into as of the 20th day of June 2008 by and between
Omnimmune Corp., a Texas corporation (“Company”), and Harris A. Lichtenstein,
Ph.D., a resident of the State of Texas (“Executive”).

     

    RECITALS

     

    WHEREAS, Company's board of
directors (the “Board”) has determined that it is in its best interest to enter
into a written employment agreement with Executive; and

     

    WHEREAS, Executive desires to
accept the terms and conditions of this Agreement in exchange for the benefits
offered hereunder.

     

    AGREEMENT

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    
      	
              1.  

            	
              EMPLOYMENT TERMS AND
      DUTIES

            


    

     

    1.1           Employment.  Upon
and coincident with the Effective Date (as defined below), Company agrees to
employ and Company hereby employs Executive, and Executive hereby accepts
employment by Company, upon the terms and conditions set forth in this
Agreement.

     

    1.2           Duties.

     

    1.2.1                      In
General.  Executive shall serve as Company's President and
Chief Executive Officer (“CEO”), until such time as Company engages the services
of an individual to serve in such capacity, whereupon Executive shall thereafter
serve as Company’s Chief Operating Officer (“COO”).   In his capacity as the
President and Chief Executive Office, Executive shall report directly to
Company’s Board of Directors (the “Board”); in his capacity as Company’s COO, he
shall report to Company’s President and CEO.  In any one of such
capacities, Executive shall perform the duties and responsibilities customarily
performed by an individual with such titles and as may otherwise be assigned to
him from time to time by either the Board or, in the case of the COO, by the
President and CEO (the “Services”).  Except as otherwise provided in
Section 1.2.2, below, during the term of Executive's employment hereunder,
Executive shall devote his full working time and efforts to the performance of
his duties and the furtherance of the interests of Company and shall not be
otherwise employed.

     

    1.2.2                    
 Other
Activities.  Except as otherwise agreed upon by Company,
Executive shall devote all of Executive's business time, energy and skill to
performing the Services and shall perform the Services diligently, faithfully
and to the best of Executive's abilities.  Notwithstanding the above,
Executive may (a) serve as a director or trustee of other organizations, or (b)
engage in charitable, civic, and/or governmental activities, provided that any
such services and activities do not interfere with Executive's ability to
perform his duties under this Agreement and that Executive obtains written
consent for all such activities from Company, which consent will not be
unreasonably withheld, and (c) render services for and on behalf of Intrepid
Technologies, Inc. which Executive shall be free to pursue at no more than 5% of
his business time.  Consistent with the foregoing, Executive may
engage in personal activities, including, without limitation, personal
investments, provided that such activities described under this Section 1.2.2 do
not interfere with Executive's performance of the Services or any other of
Executive's written agreements with Company.

     

    1.2.3                      Compliance with
Policies.  Subject to the terms of this Agreement, during the
Term, Executive shall comply in all material respects with all Company policies
and procedures applicable to employees of Company generally and Executive
specifically.  In connection with and as a condition to this
Agreement, Executive and Company shall enter into as of the Effective Date that
certain Statement of Additional Terms and Conditions Relating to Employment
Agreement substantially in the form attached hereto as Exhibit A, which is
incorporated herein and made a part hereof, and Assignment, a form of which is
attached thereto (together, the “Statement”).

     

    1.3           Employment
Term.  Company agrees to employ Executive pursuant to the terms
of this Agreement, and Executive hereby accepts employment with Company, upon
the terms set forth in this Agreement, for the period commencing upon and
coincident with the 1st day of
May 2008 (the “Effective Date”) and ending upon the earlier of:

     

    (a)           Expiration
Date.  That date which coincides with the last day of either
the Initial Term (as defined below) or the Renewal Term (as defined below), as
the case may be (such date shall be referred to as the “Expiration Date”) (For
purposes of this Agreement, the phrase “Initial Term” shall mean that period
from the Effective Date through and including the fourth anniversary of the
Effective Date; and the phrase “Renewal Term” shall mean each consecutive twelve
month period immediately following the Initial Term, during which period this
Agreement shall automatically renew on the same terms and conditions hereof and
without any further act on the part of either party, provided, however, that in no
event shall the term of this Agreement be renewed hereunder if and to the extent
either party delivers to the other written notice of his or its intent to not
renew this Agreement at least one hundred and eighty
(180) days prior to the end of the Initial Term or any succeeding Renewal Term
(as the case may be) (the “Notice of Nonrenewal”)); or

     

    (b)           Termination
Date.  The term Termination Date (as such phrase is defined in
Section 1.5 of this Agreement).

     

    The
period from the Effective Date to the earlier to occur of either the Expiration
Date or Termination Date shall be hereinafter referred to as the “Employment
Term.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4 Compensation and
Benefits.

     

    1.4.1
Base
Salary.  In consideration of the services rendered to Company
hereunder by Executive and Executive's covenants, Company agrees to pay
Executive during the Employment Term a salary at the annual rate of Two Hundred
Forty Five Thousand Dollars ($245,000)(the “Base Salary”), subject to upward
adjustments as set forth in the next sentence, less statutory deductions and
withholdings, payable in accordance with Company's regular payroll
practices.  Executive's Base Salary shall be increased automatically
as of and coincident with each anniversary date by the year-over-year increase
in the cost of living index, if any, as determined by the Bureau of Labor
Statistics and shall be increased by an additional 10% if Executive's Employment
Base is relocated, with Executive's consent, more than fifty (50) miles outside
of the Houston, Texas metropolitan statistical area (a “Relocation”)(the
“Houston MSA”).  For purposes of this Agreement, the phrase
“Employment Base” shall mean the location at which Executive performs or is to
perform substantially all of his Services.  Notwithstanding any
provision in this Agreement to the contrary, Seventy-Five Thousand Dollars
($75,000) of the Base Salary shall be accrued and not be paid until Company
shall have completed the Milestone I (as defined below)(the “Accrued Base
Salary”), at which time Company shall (a) pay Executive thereafter his entire
Base Salary and (b) pay in lump sum to Executive within thirty (30) days
thereafter his Accrued Base Salary.

     

    1.4.2
Bonus.  In
addition to the Base Salary, during the Employment Term, Executive shall be
entitled to the following bonus payments:

     

    (a)           Initial
Bonus.  Executive shall be paid the amount of Thirty Thousand Dollars
($30,000), to be paid within thirty (30) days following the date on which
Company satisfied Milestone II (as defined below)(the “Initial
Bonus”).

     

    (b)           Revenue
Percentage Bonuses.  Executive is to be paid a bonus in accordance
with the formula described in Exhibit B, entitled “Revenue Percentage Bonuses”
(the “Revenue Percentage Bonuses”), which Exhibit is attached hereto and made a
part hereof.

     

    (c)           Other
Bonuses.  Executive shall be entitled to such other bonuses from time
to time as Company’s board of directors may determine (the “Other
Bonuses”)(together with the Initial Bonus and Revenue Percentage Bonus, the
“Bonuses”).

     

    (d)           Definitions.  For
purposes of this Agreement, the following terms and phrases shall have the
following meaning:

     

    (i)           “Milestone
I” shall mean the date on which Company shall have raised an aggregate of Four
Million Five Hundred Thousand Dollars ($4,500,000) in equity financing following
the Effective Date;

     

    (ii)           “Milestone
II” shall mean the date on which Company shall have raised an aggregate of Three
Million Dollars ($3,000,000) in equity financing following the Effective
Date.

     

    1.4.3
Nonqualified Stock
Options.  In addition to any and all other compensation
described under this Agreement, Company and Executive shall enter into of even
date herewith a Nonqualified Stock Option Agreement (the “Stock Option
Agreement”), pursuant to which Executive shall be granted the right to purchase
that that number of shares of Company common stock and on such terms and
conditions are described therein.

     

    1.4.4
Benefits
Package.  Company intends to provide for its employees
generally a plan of medical and disability insurance, in which Executive will
participate, provided that such plan may be obtained at a reasonable cost as
determined by Company’s board of directors.

     

    1.4.5
Vacation
and Personal
Leave.  Executive shall be entitled to twenty (20) business
days paid vacation, in accordance with the vacation accrual schedule, if any,
set forth in Company's Employee Handbook.  Additionally, Executive
shall be entitled to take personal leave up to a maximum of ten (10) business
days for each year of this Agreement, such days being utilized for observance of
religious holidays or sick leave, which days may not be accrued or otherwise
carried over from year to year.

     

    1.4.6
Expenses.  Company
shall, upon receipt from Executive of supporting receipts to the extent required
by applicable income tax regulations and Company's reimbursement policies,
reimburse Executive for all out-of-pocket business expenses reasonably and
actually incurred by Executive in connection with his employment hereunder and
consistent with Company policies.  In addition to the foregoing,
Company shall reimburse Executive for out-of-pocket expenses reasonably and
actually incurred by him for Relocation, with amounts in excess of Five Thousand
Dollars ($5,000) requiring Company’s prior written consent, which consent shall
not be unreasonably withheld.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.5
Term

     

    1.5.1
Termination
Date.  Executive's employment and this Agreement (except as
otherwise provided hereunder) shall terminate upon the first to occur of any of
the following, at the time set forth therefore (the “Termination
Date”):

     

    1.5.1.1
Mutual
Termination.  At any time by the mutual written agreement of
Company and Executive;

     

    1.5.1.2
Death or
Disability.  Immediately upon the death of Executive or a
determination by Company that Executive has ceased to be able to perform the
essential functions of his duties, with or without reasonable accommodation, for
a period of not less than ninety (90) consecutive days, due to a mental or
physical illness or incapacity (“Disability”) (termination pursuant to this
Section being referred to herein as termination for “Death or
Disability”);

     

    1.5.1.3
Voluntary Termination
By Executive.   Four (4) weeks following Executive's
written notice to Company of termination of employment; provided, however, that Company
may waive all or a portion of such notice period and accelerate the effective
date of such termination (and the Termination Date) (termination pursuant to
this Subsection being referred to herein as “Voluntary”
termination);

     

    1.5.1.4
Termination For Cause
By Company.  Immediately following notice of termination for
“Cause” given by Company (as defined below) and failure by Executive to cure, if
applicable, with such notice specifying such Cause (termination pursuant to this
Subsection being referred to herein as termination for “Cause”)(As used herein,
“Cause” means (i) termination based on Executive's conviction or entry of a plea
of guilty for any crime constituting a felony in the jurisdiction in which
committed, any crime involving moral turpitude (whether or not a felony), or any
other violation of criminal law involving dishonesty or willful misconduct that
materially injures Company (whether or not a felony)(notwithstanding the
forgoing, if Executive is named as a target of an investigation into or
otherwise indicted for any such crimes, then Company shall have the right to
suspend both Executive from having the right to perform his duties under this
Agreement and Company’s obligation to pay Executive any and all compensation,
including, without limitation, Base Salary, any and all Bonuses and benefit
continuation, otherwise due to him until such time as Executive is cleared or
otherwise determined not guilty of any such allegations, in which event all such
performance obligations shall be reinstated for the remaining Term of this
Agreement and all such compensation that went unpaid as a result thereof shall
be paid to Executive in lump sum within thirty (30) days thereafter); (ii)
Executive's substance abuse that in any manner interferes with the performance
of his duties; (iii) Executive's failure or refusal to (A) follow the
lawful and proper directives of the Board or Executive's supervisor(s) that are
within the scope of Executive's duties and Executive's failure to cure the same
within thirty (30) days following written notice thereof or (B) comply in all
material respects with Company's written policies, including, without
limitation, relating to its employment of personnel, handling of confidential
information or trade secrets and trading in its securities and Executive's
failure to cure the same within thirty (30) days following written notice
thereof; (iv) Executive's material breach of this Agreement or any other
agreement entered into with Company in connection with Company's confidential
information, trade secrets or other property and Executive's failure to cure the
same within thirty (30) days following written notice thereof; or
(v) misconduct by Executive that has or could materially discredit or
damage Company and Executive's failure to cure the same within thirty (30) days
following written notice thereof);

     

    1.5.1.5
Termination Without
Cause By Company.  Notwithstanding any other provision in this
Agreement to the contrary, including, but not limited to Section 1.3 above,
Company may terminate without Cause Executive's employment under this Agreement
two (2) weeks following its notice of such termination; provided, however, that during
any such period, Company may suspend, with no reduction in pay or benefits,
Executive from his duties as set forth in this Agreement (including, without
limitation, Executive's position as President and CEO or COO, as the case may
be, and his Services relating thereto) (termination pursuant to this Subsection
being referred to herein as termination “Without Cause”);

     

    1.5.1.6
Termination For Good
Reason by Executive.  At the election of Executive for Good
Reason.  A “Good Reason” shall occur only if:

     

    1.5.1.6.1
Either Executive's compensation or benefits as described under this Agreement is
reduced, discontinued or otherwise adversely affected without his prior written
consent; or

     

    1.5.1.6.2
Executive's Employment Base is relocated more than fifty (50) miles outside of
the Houston MSA without Executive's prior written consent; or

     

    1.5.1.6.3
Company fails to perform timely any of its material obligations under or
otherwise engages in any other act or omission in material breach of this
Agreement and fails to cure the same within thirty (30) days following written
notice thereof.

     

    Prior to
invoking a “Good Reason” termination, Executive must first notify Company of the
grounds for the “Good Reason” termination and permit Company, within thirty (30)
days after receipt of such notice, an opportunity to cure.

     

    1.5.1.7
Other
Remedies.  Termination pursuant to Section 1.5.1.4 above shall
be in addition to and without prejudice to any other right or remedy to which
Company may be entitled at law, in equity, or under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.6 Severance and
Termination.

     

    1.6.1
Voluntary Termination,
Termination for Cause, or Termination for Death or
Disability.  In the case of a termination of Executive's
employment hereunder by mutual agreement under Section 1.5.1.1, for Death or
Disability in accordance with Section 1.5.1.2 above, or Executive's Voluntary
termination of employment hereunder in accordance with Section 1.5.1.3 above, or
a termination of Executive's employment hereunder for Cause in accordance with
Section 1.5.1.4 above, (a) Executive shall not be entitled to receive
payment of, and Company shall have no obligation to pay, any severance or
similar compensation attributable to such termination, other than the Executive
Note,  Base Salary earned but unpaid, accrued but unused vacation or
personal leave days to the extent required by Company's policies, vested
benefits under any employee benefit plan, and any unreimbursed expenses pursuant
to Section 1.4.6 hereof incurred by Executive as of the Termination Date, and
(b) Company's obligations under this Agreement shall immediately
cease.

     

    1.6.2
Termination Without
Cause by Company, or For Good Reason by Executive.  Subject to
the provisions set forth in this Agreement, in the case of a termination prior
to the fourth anniversary of the Effective Date of Executive's employment
hereunder Without Cause in accordance with Section 1.5.1.5 or for Good Reason by
Executive in accordance with Section 1.5.1.6 above, (a) Company shall pay, and
Company shall continue to pay Executive's Base Salary (in the case where
Executive’s employment is terminated by him for Good Reason due to a reduction
in his Base Salary without his consent, then Base Salary in this circumstance
shall mean that amount paid as such prior to any such reduction) and Executive
shall continue to be eligible to receive all benefits provided pursuant to
Section 1.4.4 for a period ending on the fourth anniversary of the Effective
Date and the Revenue Percentage Bonuses for such period and on such terms and
conditions as such payments were awarded at the time of
grant  (hereinafter the “Severance Payments”); provided that for the
avoidance of doubt, Severance Payments shall not include any Other Bonuses; and
(b) all unvested stock options held by Executive shall immediately
vest.  Any such Severance Payments shall be payable in installments in
accordance with Company's normal payroll practices and subject to the tax
withholding specified in Section 1.4.1 above, as full, final and complete
satisfaction of its obligations under this Agreement, and Executive shall have
no further claims against Company for any further compensation whatsoever, other
than the continuation of any employee welfare benefits as may be and to the
extent required by law.

     

    1.6.3
Severance Conditioned
on Release of Claims. Unless it otherwise elects to waive any such
condition precedent, Company's obligation to provide Executive with the
Severance Payment set forth in Section 1.6.2 is contingent upon Executive's and
Company's execution of that certain Form of Release, a copy of which is attached
hereto and marked as Exhibit “C” (the “Release”).  If Executive fails
to sign the Release within twenty-one (21) days of receipt of notice of
termination pursuant to Section 1.5.1.5, or subsequently rescinds the Release,
Executive shall not be entitled to receive Severance Payments pursuant to
Section 1.6.2 and Section 1.6.3.

     

    1.6.4  Mitigation. Executive promises and
agrees to use reasonable efforts to secure substitute employment or other source
of income consistent with Executive's skills, education  and
experience (a “Comparable Position”) and promptly advise Company of the amount
and source of any wages or other compensation received by him from any such
Comparable Position during any period in which Executive is receiving Severance
Payments from Company (the “Severance Period”).  During the Severance
Period, such Severance Payments to be provided to Executive shall be reduced on
a dollar-for-dollar basis by any wages or other compensation actually received
by Executive during the Severance Period, regardless of whether such wages or
compensation are from employment, consulting, or other related activities, from
Comparable Positions.

     

    1.6.5
WARN Act
Offset.  In the event that Executive's termination Without
Cause in accordance with Section 1.5.6 above is covered by the Worker Adjustment
Retraining Notification Act (“WARN”) at the time of Executive's termination, or
is deemed to be covered by WARN retrospectively within 90 days after Executive's
termination, the amount of any Severance Payment or Benefit Continuation
Executive is entitled to receive pursuant to Section 1.6.2 shall be reduced by
an amount equal to any payments Company is required to provide Executive under
WARN or by the amount of pay Executive receives during any portion of WARN's
60-day notice period where Executive does not perform any work for
Company.

     

    2.           REPRESENTATIONS AND
WARRANTIES BY EXECUTIVE

     

    Executive
represents and warrants to Company that (a) this Agreement is valid and binding
upon and enforceable against him in accordance with its terms, (b) Executive is
not bound by or subject to any contractual or other obligation that would be
violated by his execution or performance of this Agreement, including, but not
limited to, any non-competition agreement presently in effect, and (c) Executive
is not subject to any pending or, to Executive's knowledge, threatened claim,
action, judgment, order, or investigation that could adversely affect his
ability to perform his obligations under this Agreement or the business
reputation of Company.  Executive has not entered into, and agrees
that he will not enter into, any agreement either written or oral in conflict
herewith.

     

    
      	
              3.  

            	
              MISCELLANEOUS

            


    

     

    3.1 Notices.  All
notices, requests, and other communications hereunder must be in writing and
will be deemed to have been duly given only if delivered personally against
written receipt or by facsimile transmission with answer back confirmation or
mailed (postage prepaid by certified or registered mail, return receipt
requested) or by overnight courier to the parties at the following addresses or
facsimile numbers:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If to the
Executive, to:

    


    Harris A.
Lichtenstein

    15 Wyden
Place Lane

    Houston,
Texas 77056

    


    If to
Company, to the Board at the following address:

    


    Omnimmune
Corp.

    4600 Post
Oak Place, Suite 352

    Houston,
Texas 77027

    Attn:  Board
of Directors

    


    With copy
to:

    


    Frank
McDaniel, Esq.

    McDaniel
& Henry, LLP

    PO Box
681235

    Marietta,
Georgia  30067-0021

    


    All such
notices, requests and other communications will (a) if delivered personally to
the addresses as provided in this Section be deemed given upon delivery, (b) if
delivered by facsimile transmission to the facsimile number as provided in this
Section be deemed given upon receipt, and (c) if delivered by mail in the manner
described above to the addresses as provided in this Section be deemed given
upon receipt (in each case regardless of whether such notice, request, or other
communication is received by any other person to whom a copy of such notice,
request or other communication is to be delivered pursuant to this
Section).  Any party from time to time may change its address,
facsimile number, or other information for the purpose of notices to that party
by giving written notice specifying such change to the other parties
hereto.

    


    3.2 Authorization to be
Employed.  This Agreement, and Executive's employment
hereunder, is subject to Executive providing Company with legally required proof
of Executive's authorization to be employed in the United States of
America.

     

    3.3 Entire
Agreement.  This Agreement, together with the Statement, the
Release Agreement, the Stock Option Agreement and Executive Note (all of which
being entered into by and between Company and Executive of even date herewith
(with the Executive Note being dated as of March 1st,
2008)), supersedes any and all prior discussions and agreements between the
parties with respect to the subject matter hereof and contains the sole and
entire agreement between the parties hereto with respect thereto.  In
particular, except for claims arising under the Executive Note, Executive hereby
and forever releases and discharges Company and each Affiliate thereof from any
and all causes of action, actions, affirmative defenses, defenses,
counterclaims, judgments, liens, indebtedness, damages, losses, claims,
liabilities  and demands of every kind and character, whether known or
unknown, liquidated or unliquidated, suspected or unsuspected, existing or
prospective, from the beginning of time through and including the Effective Date
arising from, under or in connection with that certain employment agreement
entered into by and between Company and Executive dated as of the __th day of
____ 200_.

     

    3.4 Survival.  The
parties hereby acknowledge and agree that, notwithstanding any provision of this
Agreement to the contrary, their respective obligations pursuant to Sections 1.6
2, 3 and the Statement shall survive the termination of this Agreement, the
Employment Term and/or the Executive's employment with Company.

     

    3.5 Waiver.  Any term or
condition of this Agreement may be waived at any time by the party that is
entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition.  No waiver by any party hereto of any
term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion.  All remedies, either under
this Agreement or by law or otherwise afforded, will be cumulative and not
alternative.

     

    3.6 Amendment.  This
Agreement may be amended, supplemented, or modified only by a written instrument
duly executed by or on behalf of each party hereto.

     

    3.7 Recovery of Attorney's
Fees.  In the event of any litigation arising from or relating
to this Agreement, the prevailing party in such litigation proceedings shall be
entitled to recover, from the non-prevailing party, the prevailing party's
reasonable costs and attorney's fees, in addition to all other legal or
equitable remedies to which it may otherwise be entitled.

     

    3.8 No Third Party
Beneficiary.  The terms and provisions of this Agreement are
intended solely for the benefit of each party hereto and Company's successors or
assigns, and it is not the intention of the parties to confer third-party
beneficiary rights upon any other person.

     

    3.9 No Assignment; Binding
Effect.  This Agreement shall inure to the benefit of any
successors or assigns of Company.  Executive shall not be entitled to
assign his obligations under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.10 Headings.  The
headings used in this Agreement have been inserted for convenience of reference
only and do not define or limit the provisions hereof.

     

    3.11
Severability.  Company and Executive intend all provisions of
this Agreement to be enforced to the fullest extent permitted by
law.  Accordingly, if a court of competent jurisdiction determines
that the scope and/or operation of any provision of this Agreement is too broad
to be enforced as written, Company and Executive intend that the court should
reform such provision to such narrower scope and/or operation as it determines
to be enforceable.  If, however, any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future law, and
not subject to reformation, then (a) such provision shall be fully severable,
(b) this Agreement shall be construed and enforced as if such provision was
never a part of this Agreement, and (c) the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by
illegal, invalid, or unenforceable provisions or by their
severance.

     

    3.12 Governing Law and Jury
Trial.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS EXECUTED
AND PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PRINCIPLES. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL MATTERS,
INCLUDING EMPLOYMENT AGREEMENTS, ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY
AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES (IF ANY) BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY
IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS EMPLOYMENT AGREEMENT OR MATTERS RELATED
HERETO.

     

    3.13
Jurisdiction.  The parties hereby consent to the personal
jurisdiction and venue of any court physically located within the County of
Harris, Texas in connection with any legal or equitable action between the
parties arising out of or in connection with this Agreement.

     

    3.14
Counterparts.  This Agreement may be executed in any number of
counterparts and by facsimile, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.

     

    3.15 Opportunity to Obtain
Counsel.  In connection with the preparation of this Agreement,
Executive acknowledges and agrees that: (a) this Agreement was prepared by legal
counsel to Company (the “Law Firm”) solely on behalf of Company and not on
behalf of Executive; (b) Executive has been advised that his interests may be
opposed to the interests of Company and, accordingly, the Law Firm's
representation of Company in the preparation of this Agreement may not be in the
best interests of Executive; and (c) Executive has been advised to retain
separate legal counsel.  Executive warrants and agrees that he has had
a reasonable opportunity to obtain independent legal counsel with regard to the
terms and conditions of this Agreement, and has read and fully understands the
terms and conditions of this Agreement.  If Executive elects not to
consult with any such counsel, he has done so freely and of his own
volition.  By signing this Agreement, Executive is affirming that he has freely and of
Executive's own volition acknowledged and agreed to all terms and conditions
contained in this Agreement.

     

    3.16 Construction and
Interpretation.Should any provision of this Agreement require judicial
interpretation, the parties hereto agree that the court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction
that a document is to be more strictly construed against the party that itself,
or through its agent, prepared the same, and it is expressly agreed and
acknowledged that Company and Executive and each of his and its representatives,
legal and otherwise, have participated in the preparation hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed on the date first set
forth above.

    


    COMPANY

    


    Omnimmune
Corp.

    


    Signature:
/s/ Mark S.
Germain            
                                                                           

    Printed
Name:__________________                                

    Title:
Director                                          


    


    


    EXECUTIVE

    


    


    


    Signature: /s/ Harris A.
Lichtenstein            


    Printed
Name: Harris A.
Lichtenstein, Ph.D.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
A

    


    


    


    


    Statement
of Additional Terms and Conditions Relating to Employment Agreement

    


    See
attached Form of Agreement.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      


    

    
      Exhibit
A

    

    
      


    

    
      OMNIMMUNE,
INC.

    

    
      


    

    
      STATEMENT

      OF
ADDITIONAL TERMS AND CONDITIONS

      RELATING
TO EMPLOYMENT AGREEMENT

      


    

    


    THIS STATEMENT OF ADDITIONAL STANDARD
TERMS AND CONDITIONS RELATING TO EMPLOYMENT AGREEMENT (the “Agreement”)
is made a part of and incorporated into that certain Employment Agreement made
and entered into of even date herewith by and between Omnimmune Corp., a Texas
corporation (“Omnimmune”), and Harris A. Lichtenstein, Ph.D., a
resident of the State of Texas, (“Executive”)(the “Employment
Agreement”).  Except as otherwise defined herein, all capitalized
terms and phrases shall have the meaning ascribed thereto in the Employment
Agreement.  Omnimmune and Executive are sometimes collectively
referred to in this Agreement as the “Parties.”

    


    


    OMNIMMUNE

    


    Authorized
Signature: /s/ Mark S.
Germain                   


    Printed
Name:  Mark Germain

    Position:
Director

    


    


    
      	
              EXECUTIVE

               

              Signature:/s/ Harris A.
      Lichtenstein_________

              Printed
      Name: Harris A.
      Lichtenstein, Ph.D.

               

               

            	 
      


    

     

    TERMS
AND CONDITIONS OF THIS AGREEMENT BEGIN ON THE FOLLOWING PAGE.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TERMS AND
CONDITIONS

    


    


    


    In
consideration of the benefits each Party receives as a result of and under the
Employment Agreement and relationship created thereby, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto, intending to be legally bound by this
Agreement, hereto hereby agree as follows:

    


    1.           Definitions.  For purposes of
this Agreement, the following terms and phrases shall have the meaning ascribed
thereto:

    


    “Affiliate” shall mean, with
respect to any Persons, (a) any Person directly or indirectly controlling,
controlled by or under common control with such Person; (b) any Person owning or
controlling 10% or more of the outstanding voting interests of such Person; (c)
any officer, director, general partner, member or manager of such Person; or (d)
any Person who is an officer, director, general partner, trustee, member or
holder of 10% or more of the voting interests of any Person described in clauses
(a) through (c) of this sentence; and (e) any entity with which Company or any
Affiliate thereof as otherwise defined in clauses (a) through (d) hereof shall
have a management agreement pursuant to which Company or such Affiliate has the
right to manage the business aspects of such entity’s operations;

    


    “Company Products” shall mean
any and all (i) Developments made, conceived or created by Executive and
relating to the Restricted Business at the time of execution of this agreement
and during the term of this agreement and (ii) Work Products.

    


    “Confidential Information”
shall mean any and all proprietary and confidential technical and nontechnical
data, information, agreements, documents or other property of Company or any
Affiliate thereof, other than “Trade Secrets,” and Proprietary Rights thereto,
which is of tangible or intangible value to Company or any Affiliate thereof and
is not public information or is not generally known or available to Company’s
competitors, but is known only to Company or its Affiliates and their employees,
independent contractors or agents to whom it must be confided in order to apply
it to the uses intended, including, without limitation, all business methods,
practices and concepts; business and financial information and records,
including, without limitation, accounting records, tax returns, financial
statements, projections, forecasts or other budgets, other financial data or
plans, business plans and strategies; product plans, customer lists and other
customer-related information; vendor or supplier lists and other vendor or
supplier-related information; computer or data base files; passwords or other
access codes; software programs, language, algorithms, codes; reports; analyses;
notes; interpretations; formulae, processes, technology, inventions, patents,
and the Proprietary Rights thereto; the terms of this Agreement and any other
agreement between the Parties; Company Products and Moral Rights.

    


    “Developments” shall mean any
ideas, concepts, invention, modification, discovery, design, development,
improvement, process, work of authorship, algorithm, documentation, formula,
data, technique, know-how, source code and object code and other computer codes
and software programs, technology, research, know-how and other Intellectual
Property any and all Proprietary Rights therein or thereto (whether or not
patentable or registerable under copyright, trademark or similar statutes or
subject to analogous protection); provided, however, that in no event shall the
term “Developments” include the Excluded Property.

    


    “Engagement Period” shall
mean that period commencing with the Engagement Date and ending as of and
coincident with the date on which Executive’s employment with Company shall
terminate.

    


    “Engagement Date” shall mean
the fifteenth (15th) day of
January 1997, which was the date on which Company was formed and Executive first
began rendering services on its behalf.

    


    “Excluded Property” shall
mean those items of personal property either owned by Executive or to which
Executive has exclusive rights and listed on Schedule "1," entitled "Excluded
Property," which is attached hereto and made a part hereof.

    


    “Intellectual Property” shall
mean all of the following in any jurisdiction throughout the world: (a) all
inventions (whether patentable or unpatentable and whether or not reduced to
practice), all improvements thereto, and all patents, patent applications, and
patent disclosures, together with all reissuances, continuations,
continuations-in-part, revisions, extensions, and reexaminations thereof, (b)
all trademarks, service marks, trade dress, logos, slogans, trade names,
corporate names, Internet domain names, and rights in telephone numbers,
together with all translations, adaptations, derivations, and combinations
thereof and including all goodwill associated therewith, and all applications,
registrations, and renewals in connection therewith, (c) all copyrightable
works, all copyrights, and all applications, registrations, and renewals in
connection therewith, (d) all mask works and all applications, registrations,
and renewals in connection therewith, (e) all trade secrets and confidential
business information (including ideas, research and development, show-how,
know-how, formulas, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business and marketing plans
and proposals), (f) all computer software (including source code, executable
code, data, databases, and related documentation), (g) all material advertising
and promotional materials, (h) all other proprietary rights, and (i) all copies
and tangible embodiments thereof (in whatever form or medium).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Moral Rights” shall mean all
rights of paternity, integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as “moral rights,” “artist's rights,” “droit
moral rights,” or the like.

    


    “Person” shall mean any
individual, partnership, limited partnership, limited liability partnership,
limited liability company, corporation, trust, association, non-profit or
charitable organization or other entity, or an unincorporated organization, a
governmental entity or any department or agency thereof.

    


    “Proprietary Rights” shall
mean all patent rights, copyrights, sui generis rights, trade secrets, mask work
rights, and other Intellectual Property rights throughout the
world.

    


    “Restricted Business” shall
mean any endeavors in
the field relating to the diagnosis,

    prognosis,
prevention and treatment of cancer in humans or animals, until changed by
vote of the board in connection with the acquisition by the Company of other
technology outside the stated field that costs or has a budget allocation of at
least 10% of the assets or annual budget of the Company, or in connection with
the acquisition of the Company or all or substantially of the assets of the
Company, etc.

    


    "Trade Secrets" shall mean
information, including, but not limited to, Confidential Information,
that:  (a) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and (b)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy (to the extent that applicable law mandates a definition of
"trade secret" inconsistent with the foregoing definition, then the foregoing
definition shall be construed in such a manner as to be consistent with the
mandated definition under applicable law).

    


    “Work Product” shall mean all
of Executive’s right, title, and interest in and to any and all Developments
(and all Proprietary Rights with respect thereto), whether or not patentable or
registrable under copyright or similar statutes, that was or is developed, made,
conceived or reduced to practice or learned by Executive, either alone or
jointly with others, during the period of Executive’s employment or engagement
with Omnimmune dating from the Engagement Date or within twelve (12) months
after termination of such employment or engagement.

    


    2.           Restrictive
Covenants.

    


    (a)
Nondisclosure.  Executive acknowledges that he may be exposed to
certain Confidential Information and Trade Secrets and the Proprietary Rights
thereto during the Employment Period, and his unauthorized use or disclosure of
such information, data or rights could cause immediate and irreparable harm to
Omnimmune.  Accordingly, except to the extent that he is required to
use such property, information, technology or data to perform his obligations as
an employee of Omnimmune, Executive agrees that he shall not (and shall take
full responsibility for ensuring that none of his agents), without the express
and duly authorized written consent of Omnimmune, redistribute, market, publish,
disclose or divulge to any other Person, or use or modify for use, directly or
indirectly in any way for any Person (i) any of Omnimmune’ Confidential
Information and Proprietary Rights thereto during his Employment Period and for
a period of three (3) years immediately thereafter; and (ii) any of Omnimmune'
Trade Secrets and Proprietary Rights thereto at any time during which such
information shall constitute a Trade Secret (whether before, during or after
termination of the Employment Period).

    


    (b)  Exception
to Confidentiality Obligation.  The confidentiality obligations
hereunder shall not apply to information that can be demonstrated by Executive
to:

    


    (i) have been
developed independently by or known to Executive prior to execution of this
Agreement and  not otherwise assigned, transferred or otherwise
conveyed to Company under this Agreement or any other agreement;

    


    (ii) not have
been acquired, directly or indirectly, by Executive from the Company or from a
third party under an obligation of confidence and limited use;

    


    (iii) have been
rightfully received by Executive in accordance with this Agreement after
disclosure to Company from a third party who did not require Executive to hold
it in confidence or limit its use and who did not acquire it, directly or
indirectly, from the Company under a continuing obligation of
confidence;

    


    (iv) have been
in the public domain as of the date of this Agreement, or comes into the public
domain during the term of this Agreement through no fault
of  Executive; or

    


    (v) to be
required to be disclosed by a governmental or other regulatory body or by action
of law.

    


    (d)           Limitation
on Solicitation of Customers and Personnel. During the Employment
Period and for a period of two (2) years immediately
thereafter, Executive shall not, directly or indirectly, alone or in conjunction
with any other Person, (i) solicit any actual or actively sought prospective
client or customer of Omnimmune with whom or which Executive had material
contact during the Engagement Period or with respect to whom or which Executive
was provided Confidential Information by Omnimmune during the Employment Period
(an “Omnimmune Customer”) for the purpose of providing such Omnimmune Customer
products or services that are substantially similar to or competitive with the
Restricted Business, (ii) solicit any employee, other personnel or independent
contractor of Omnimmune (a “Protected Person”) for the purpose of encouraging
such Protected Person to sever an employment, contractual or other relationship
with Omnimmune or (iii) hire or otherwise retain a Protected Person to perform
services of a nature substantially similar to that which such Protected Person
performed for Omnimmune within a one (1) year period prior to any such hiring or
engagement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  Assignment of Company
Products.

    


    (a)           Omnimmune
owns and shall own and Executive hereby agrees to assign and assigns to
Omnimmune any and all Company Products, to the fullest extent allowable by law,
and Executive shall promptly disclose such Company Property to
Omnimmune.    If Executive uses or discloses its own or any
third party's confidential information or Intellectual Property when acting
within the scope of its employment or engagement or otherwise on behalf of
Omnimmune, Omnimmune will have and Executive hereby grants Company a perpetual,
irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and
license to exploit and exercise all such confidential information and
Intellectual Property rights.

    


    (b)           Executive
further acknowledges that all original works of authorship that are made by him
(solely or jointly with others) during the term of Executive’s employment or
engagement with Omnimmune and that are within the scope of is employment or
engagement and protectable by copyright are “works made for hire,” as that term
is defined in the United States Copyright Act (17 U.S.C. § 101).

    


    (c)           To
the extent Executive retains any such Moral Rights under applicable law,
Executive hereby waives such Moral Rights and consents to any action with
respect to such Moral Rights by or authorized by Omnimmune and specifically
grants to Omnimmune the right to alter such Company
Products.  Executive will confirm any such waivers and consents from
time to time as requested by Omnimmune.

    


    4.  Enforcement of Proprietary
Rights.

    


    (a)           Executive
will assist Omnimmune in every proper way to obtain and from time to time
enforce United States and foreign Proprietary Rights relating to Company
Products in any and all countries.  To that end, Executive will
execute, verify, and deliver such documents and perform such other acts
(including appearances as a witness) as Omnimmune may reasonably request for use
in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing
such Proprietary Rights and the assignment thereof.  In addition,
Executive will execute, verify, and deliver assignments of such Proprietary
Rights to Omnimmune or its designee.  Executive’s obligation to assist
Omnimmune with respect to Proprietary Rights relating to such Company Products
in any and all countries shall continue beyond the termination of Executive’s
employment or engagement, but Omnimmune shall compensate Executive at a
reasonable rate after termination of its employment or engagement for the time
actually spent by Executive at Omnimmune’s request on such
assistance.

    


    (b)                In
the event Omnimmune is unable for any reason, after reasonable effort, to secure
Executive’s signature on any document needed in connection with the actions
specified in the preceding paragraph, Executive hereby irrevocably designates
and appoints Omnimmune and its duly authorized officers and agents as its agent
and attorney in fact, coupled with an interest, to act for and on its behalf to
execute, verify, and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph thereon with
the same legal force and effect as if executed by
Executive.  Executive hereby waives and quitclaims to Omnimmune any
and all claims, of any nature whatsoever, that Executive now or may hereafter
have for infringement of any Proprietary Rights assigned hereunder to
Omnimmune.

    


    


    5.  No
Conflicting Obligation.  Executive
represents that its performance of all the terms of this Agreement and as an
employee or consultant of Omnimmune does not and will not breach any agreement
between it and any other employer, person or entity.  Executive has
not entered into, and it agrees it will not enter into, any agreement either
written or oral in conflict herewith.  Executive shall, during the
term of its employment or engagement, diligently promote the interests of
Omnimmune.  Executive shall serve Omnimmune to the best of its
ability, faithfully, honestly, diligently and efficiently.

    


    6.  Return of
Company Documents.  When Executive’s
employment with or engagement by Omnimmune ceases for any reason (or no reason),
Executive will promptly deliver to Omnimmune all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together with all copies
thereof, and any other material (and regardless of whether any of the foregoing
is kept in physical or electronic form) containing or disclosing any
Confidential Information and Trade Secrets, including, without limitation,
Company Products and Proprietary Rights relating thereto of
Omnimmune.  Executive further agrees that any property situated on
Omnimmune’s premises and owned by Omnimmune, including disks and other storage
media, filing cabinets or other work areas, is subject to inspection by Company
personnel at any time with or without notice.

    


    7.  Acknowledgment.  Executive
acknowledges and agrees that the covenants set forth in this Agreement are
reasonable given Omnimmune's need to protect its Trade Secrets and Confidential
Information, particularly given the complexity and competitive nature of the
technology industry, and that Executive has sufficient resources to find
alternative, commensurate employment in his respective fields of expertise that
would not violate this Agreement.

    


    8. Remedies;
Damages, Injunctions and Specific Performance.It is expressly understood
and agreed that the covenants, agreements and services to be rendered and
performed by Executive under this Agreement shall survive any termination or
expiration of this Agreement, whether voluntary or involuntary, with or without
cause, and are special, unique, and of an extraordinary character.  In
the event of any default, breach or threatened breach by Executive of any term,
provision or Section of this Agreement to be performed by Executive, Omnimmune
shall be entitled, if it so elects, to institute and prosecute proceedings in
any court of competent jurisdiction, either at law or in equity, and shall be
entitled to such relief as may be available to it pursuant hereto, at law or in
equity, including, without limitation:  (a) damages for any breach of
this Agreement; (b) an order for the specific performance hereof by Executive;
or (c) an order enjoining Executive from breaching such provisions, without bond
and without prejudice to any other rights and remedies that Omnimmune may have
for a breach of this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9. Tolling.  Executive hereby
expressly acknowledges and agrees that in the event the enforceability of any of
the terms of this Agreement shall be challenged in court or pursuant to
arbitration and Executive is not enjoined (either temporarily or permanently)
from breaching any of the restraints set forth in this Agreement, then if a
court of competent jurisdiction or arbitration panel finds subsequently that the
challenged restraint is enforceable, the time period of the restraint shall be
deemed tolled upon the filing of the lawsuit challenging the enforceability of
the restraint until the dispute is finally resolved and all periods of appeal
have expired.

    


    10.  Ancillary
Agreement.  This Agreement shall be construed as an agreement
ancillary to that certain Employment Agreement entered into of even date
herewith and by and among Omnimmune and Executive (to which this Agreement is
attached as Exhibit A (the “Employment Agreement”), and the existence of any
claim or cause of action of Executive against Omnimmune, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by Omnimmune of this Agreement.

    


    11.  Binding Effect and Assignability.  The rights and
obli­gations of Omnimmune under this Agreement shall inure to the benefit of
and shall be binding upon any affiliate, successor or assign of or to the
business of Omnimmune.  Neither this Agreement nor any rights or
obligations of Executive shall be transferable or assignable by Executive
without Omnimmune's prior written consent, and any attempted transfer or
assignment hereof by Executive not in accordance herewith shall be null and
void.

    


    12.  Severability.  All Sections,
sub-Sections, paragraphs, terms and provisions of this Agreement are severable,
and the unenforceability or invalidity of any of the terms, provisions,
Sections, sub-Sections or paragraphs of this Agreement shall not affect the
validity or enforceability of the remaining terms, provisions, Sections,
sub-Sections or paragraphs of this Agreement, but such remaining terms,
provisions, Sections, sub-Sections or paragraphs shall be interpreted and
construed in such a manner as to carry out fully the intention of the
Parties.

    


    13.  Captions
and Counterparts.  The Section
headings in this Agreement are for convenience of reference only and shall not
affect the meaning or interpretation hereof.  This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which shall together constitute one and the same
instrument.

    


    14.  Notices.  Any notice or
other communication required or permitted hereunder shall be in writing and
shall be deemed to have been duly given on the date of service if personally
served or if telecopied (if telecopied on a business day and during business
hours at the place of receipt and if receipt is confirmed) or three (3) days
after mailed if mailed by reputable international overnight delivery service,
postage prepaid and in any event addressed to the address set forth in the
signature clause to this Agreement or to such other address as shall be
designated by written notice issued pursuant hereto.

    


    15.  Recovery
of Attorney’s Fees.  In the event of any litigation arising
from or relating to this Agreement, the prevailing party in such litigation
proceedings shall be entitled to recover, from the non-prevailing party, the
prevailing party’s reasonable costs and attorney’s fees, in addition to all
other legal or equitable remedies to which it may otherwise be
entitled.

    


    16.   Waiver.  The waiver by any
party to this Agreement of a default or breach of any Section, sub-Section or
provision of this Agreement shall not operate or be construed as a waiver of any
prior or subsequent default or breach of the same or of a different Section,
sub-Section or provision by any party hereto.

    


    17.   Governing
Law and Waiver of Jury
Trial.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS EXECUTED
AND PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PRINCIPLES. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL MATTERS,
INCLUDING EMPLOYMENT AGREEMENTS, ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY
AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES (IF ANY) BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY
IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS EMPLOYMENT AGREEMENT OR MATTERS RELATED
HERETO.

    


    18.  Entire
Agreement.  This Agreement,
together with the Employment Agreement to which this Agreement is attached as
Exhibit A and entered into between the Omnimmune and Executive, contains the
complete agreement concerning the employment arrangement between Omnimmune and
Executive as of the date hereof.

    


    19.  Construction
and Interpretation.  Should any provision of this Agreement
require judicial interpretation, the parties hereto agree that the court
interpreting or construing the same shall not apply a presumption that the terms
hereof shall be more strictly construed against one party by reason of the rule
of construction that a document is to be more strictly construed against the
party that itself, or through its agent, prepared the same, and it is expressly
agreed and acknowledged that Omnimmune and Executive and each of his and its representatives,
legal and otherwise, have participated in the preparation hereof.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1

    EXCLUDED
PROPERTY

    


    Excluded
Property.  None.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
B

    


    Revenue Percentage
Bonus

    


    In the
event that the Company (a) initiates one or more transactions with one or more
third parties during the Term and (b) consummates such transaction or
transactions during the Term or within twenty-four (24) months from the
applicable Termination Date of this Agreement, from which the Company receives
any Revenues (each a “Transaction”), Executive shall be entitled to a revenue
percentage payment equal to two percent (2%) of such Revenues from each such
Transaction, payable to Executive within thirty (30) days of
receipt by the Company of such Revenues (the “Revenue Percentage
Payment”). 

     

    For the
purposes of this Agreement, “Revenues” shall mean the consideration, if any,
paid to the Company or for the Company’s benefit, including, without limitation,
(i) any lump sum payment or series of related lump sum payments from a third
party in consideration for the third party acquiring an interest in the future
revenues of a product or technology owned or controlled by the Company, and (ii)
capital contributions or other payments into partnerships or joint ventures with
the Company by a partner, collaborator or other third party, whether in cash or
in kind (valued at fair market value), in exchange for the licensing,
sublicensing, or transfer of technology, or to develop technology or products
of, or with, the Company, including, without limitation, license fees, milestone
payments and premiums paid on purchases, whether equity or debt, of the capital
stock of the Company, provided, that such
premiums shall include only the amount paid greater than the fair market value
of such capital stock.  For clarification, Executive is also being
issued of even date herewith a Contingent Promissory Note in the amount of
$500,000 (the “Executive Note”) and is an obligation separate and independent
from this Agreement, payable in accordance with its terms from proceeds obtained
by the Company whether or not received during the Employment
Term.  Notwithstanding any provision in this Agreement or the
Executive Note to the contrary, Revenue Percentage Payments to Executive from
the Revenues, regardless of how they may otherwise be characterized or
described, shall be allocated first in and to the reduction of the outstanding
balance on the Executive Note.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

    


    FORM
OF RELEASE

    


    See
attached Form of Release.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    RELEASE
AGREEMENT

    IN
CONNECTION WITH TERMINATION

    OF
EMPLOYMENT [WITHOUT CAUSE]

    [FOR
GOOD REASON]

    


    THIS RELEASE AGEEMENT IN CONNECITON
WITH TERMINATION OF EMPLOYMENT [WITHOUT CAUSE][FOR GOOD REASON] (the
“Release”) is made and entered into as of the ___ day of ___ 200_ (the
“Effective Date”), by and between [____________], a resident of the State of
[______] (“Executive”) and Omnimmune Corp., (“Company”), a [Delaware]
corporation.  Unless otherwise defined herein, capitalized terms and
phrases shall have the meaning ascribed thereto in the Employment Agreement (as
defined below).

    


    W
I T N E S S E T H:

    


    WHEREAS, Executive and Company
entered into that certain Executive Employment Agreement dated as of the ___ day
of ____ 2008 (together with the Statement, the “Employment
Agreement”);

    


    WHEREAS, [Company][Executive]
has determined to terminate the Employment Agreement and Executive’s employment
thereunder [without Cause][for Good Reason] (the “Termination”);

    


    WHEREAS, following the
Termination Date, Executive is entitled to be paid the Severance Payment, but
only upon and following his execution of this Release; and

    


    WHEREAS, based on the
foregoing, Company has prepared this Release for Executive’s review and
execution, subsequent to which and upon and all terms and conditions hereof
becoming effective, Executive will thereafter become entitled to be paid the
Severance Payments as and to the extent the same are provided
under  the Employment Agreement.

    


    NOW, THEREFORE, in
consideration of the mutual promises and undertakings contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

    


    1.           Severance
Payments.  Subject to and conditioned upon this Release
becoming fully effective in all respects following the Termination Date, Company
shall pay to Executive the Severance Payments as and to the extent the same are
provided under the Employment Agreement.  Notwithstanding any
provision of this Release to the contrary, in no event shall this Release have
any effect on either party’s Claims (as defined below) based on acts or
omissions occurring after the date hereof in breach of the Statement or any term
or condition of the Employment Agreement if such term or condition survived the
Termination of such Employment Agreement, with the Statement and such surviving
terms and conditions of the Employment Agreement continuing to be enforceable
against the parties thereto for the applicable period of
limitations.

    


    2.           Executive Releases, Waiver,
and Covenant Not to Sue.

    


    (a) Release.  As
of and coincident with the Effective Date, Executive hereby and forever releases
and discharges Company and Company’s shareholders, officers, directors,
affiliates, agents, successors, assigns and insurers (collectively, the “Company
Released Parties”) from any and all Claims, except as otherwise provided in
Section 1, of this Release, based upon, arising out of or otherwise relating in
any way whatsoever to the Employment Agreement, including, without limitation,
any termination thereof or rights thereunder (the “Employment-Related
Claims”).  The foregoing release shall constitute a complete and
general release of all such Employment-Related Claims, a waiver of such Claims
and a covenant not to sue thereon, and Executive shall be deemed to have fully,
finally, and forever settled, discharged, released, waived, and abandoned any
and all Employment-Related Claims he had, may have had, has or may have, and the
foregoing release shall in all respects and in any event and in all cases be
deemed to release each of the Company Released Parties from any injury, damage,
liability, responsibility, or obligation Executive may have suffered with
respect to the Employment-Related Claims.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Definition.  For
purposes of this Release, “Claim” shall mean any and all causes of action,
actions, affirmative defenses, judgments, liens, indebtedness, damages, losses,
claims, liabilities and demands of every kind and character, whether known or
unknown, suspected or unsuspected, existing or prospective, from the beginning
of time through and including the Termination Date, including, without
limitation, any and all claims, including claims based on, arising under or
otherwise relating to the Civil Rights Act of 1964, the Employee Retirement
Income Security Act of 1974, the Age Discrimination in Employment Act of 1967
(“ADEA”), the Americans with Disabilities Act, the Vietnam Era Veterans
Readjustment Act, all other federal or state statutes regulating military
service leaves, and all amendments thereof or any other relevant or potentially
applicable state and federal statutes; past wages or salaries, emotional
distress, personal injuries or damages, disability insurance or other benefits
(except vested retirement benefits), violation of any express or implied
agreement, written or verbal, and any common law duty, including claims for
attorney fees.

     

    (c) No
Admission.  Executive acknowledges that this Release reflects the
settlement of the Employment-Related Claims that are denied and contested, and
agrees that the settlement reflected by this Release shall not be construed as
an admission of liability, guilt or innocence of Company.

     

    (d) Covenant
Not to Sue.  Executive agrees that he will never institute any action
for suit-at-law or action against all or any one of the Company Released
Parties, nor institute, prosecute, or in any way aid in the institution or
prosecution of any Employment-Related Claim for damages, costs, loss of
services, expenses, or compensation for or on account of any damage, loss or
injury, either to person or property or both, whether developed or undeveloped,
resulting to or to result, known or unknown, past, present, or future, arising
out of any Employment-Related Claim that is, is to be or has been released under
Release.

     

    


    3.           Company Releases, Waiver and
Covenant Not to Sue.

    


    (a) Release.  As
of and coincident with the Effective Date, Company hereby and forever releases
and discharges Executive and each affiliate, agent, successor, assign and
insurer thereof (collectively, the “Executive Released Parties”) from any and
all Claims, except as otherwise provided in Section 1, of this Release, based
upon, arising out of or otherwise relating in any way whatsoever to the
Employment-Related Claims.”  The foregoing release shall constitute a
complete and general release of all such Employment-Related Claims, a waiver of
such Claims and a covenant not to sue thereon, and Company shall be deemed to
have fully, finally, and forever settled, discharged, released, waived, and
abandoned any and all Employment-Related Claims it had, may have had, has or may
have, and the foregoing release shall in all respects and in any event and in
all cases be deemed to release each of the Executive Released Parties from any
injury, damage, liability, responsibility, or obligation Company may have
suffered with respect to the Employment-Related Claims.

    


    (b) No
Admission.  Company acknowledges that this Release reflects the
settlement of the Employment-Related Claims that are denied and contested, and
agrees that the settlement reflected by this Release shall not be construed as
an admission of liability, guilt or innocence of Executive.

     

    (c) Covenant
Not to Sue.  Company agrees that it will never institute any action
for suit-at-law or action against all or any one of the Executive Released
Parties, nor institute, prosecute, or in any way aid in the institution or
prosecution of any Employment-Related Claim for damages, costs, loss of
services, expenses, or compensation for or on account of any damage, loss or
injury, either to person or property or both, whether developed or undeveloped,
resulting to or to result, known or unknown, past, present, or future, arising
out of any Employment-Related Claim that is, is to be or has been released under
Release.

     

    


    4.           Executive’s
Acknowledgements, Representations and Warranties.  In executing
this Release, Executive acknowledges, represents and warrants the
following:

    


    (a) He was
encouraged by Company to consult with an attorney or other advisor of his
choosing regarding the terms and conditions of this Release, and he has either
consulted with an attorney regarding this Release or has intentionally chosen
not to exercise his right to consult with an attorney;

    


    (b) He may
revoke this Release at any time within seven consecutive calendar (7) days of
the Effective Date, by delivering to Company’s Chief Executive Officer written
notice of such revocation; but that Company shall have no obligation whatsoever
to pay the Severance Payments until both Executive shall have delivered a fully
executed copy of this Release and such seven (7) day revocation period shall
have lapsed without Executive having exercised such revocation
right;

    


    (c) He has
been provided a period of twenty-one (21) days in which to review this Release
prior to signing;

    


    (d) He has
read and understands each of the terms and conditions of this
Release;

    


    (e) His
actions are voluntary and free from coercion or duress by Company or any of its
representatives; and

    


    (f) He is not
in breach and has engaged at no time prior to the Termination Date in no act or
omission that might otherwise constitute a breach of the Employment Agreement or
any other agreement referenced therein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Non-Admission of
Liability.  By execution of this Release, each party
specifically denies any wrongdoing as to the other party, and specifically
disclaims any violation of any law, contract, public policy, or the commission
of any tort.

    


    5.           Non-disparagement.  The
parties mutually agree that neither will disparage nor denigrate the other or
the others reputation, name or goodwill in any communication, verbal or written,
with any third-party, either during or after Executive’s employment with
Company.

    


    6.           Breach/Tender of
Proceeds.  Should Executive violate or breach any term or
condition of this Release or the Employment Agreement and thereafter fail to
cure any such default in accordance with the terms thereof, Company's obligation
to pay the Severance Payments shall terminate upon and coincident therewith, and
Executive shall have no further rights to any such payments
thereafter.  In the event Executive attempts to challenge the
enforceability of this Release, Executive must, as a precondition to bringing
such challenge, tender to Company all monies and other tangible consideration
received by him pursuant to this Release, plus interest, and request Company to
retain such consideration and agree to cancel this Release.  In the
event Company does not accede to any such request to cancel this Release,
Company shall so notify Executive and place such consideration thereafter in an
interest-bearing escrow account pending resolution of any issue over this
Release’s enforceability.

    


    7.           Applicable
Law.  Unless expressly stated in this Release, the terms and
conditions of the Employment Agreement shall govern this Release as to matters
of involving the handling of any interpretation or disputes between the
parties.

    


    8.           Entire
Agreement.  This Release and Employment Agreement, which
agreement (except for those provisions that survive) is terminated as of the
Termination Date, contains the entire understanding of the parties with respect
to the matters set forth herein, and supersedes all previous verbal and written
agreements between them; provided that, for the avoidance of doubt, the terms of
this Release shall not modify the terms of the Employment Agreement unless
specifically set forth in Release.  The terms and conditions of this
Release and Employment Agreement cannot be modified except in a subsequent
writing agreed to and signed by Executive and the Chief Executive Officer of
Company.

    


    9.           Counterparts. This
Release may be executed in counterparts, each of which, when executed, shall be
an original, and all of which together shall constitute one and the same
agreement.  The signatories may execute this Release by facsimile
counterparts, and a legible facsimile of a signature shall be as effective as an
original signature.

    


    10.           Assignment.  This
Release may not be assigned by either party without the written prior consent of
the other party, which consent shall not be unreasonably withheld, delayed,
denied or conditioned.

    


    IN WITNESS WHEREOF, the
parties have signed this Release on the dates written below.

    


    


    ON
BEHALF OF
COMPANY:                                                             EXECUTIVE:

    


    Omnimmune
Corp.

    


    _____________________________                                                ______________________________

    Name:  [_______]                                                                                    [__________],
individually

    Title:  Chief
Executive Officer