Exhibit
10.31


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (“Agreement”) is made
effective as of January 11, 2007 (“Effective Date”), by and between Averion
International Corp. (“Company”) and Christopher Codeanne (“Employee”).


RECITALS


A.            Company desires to
retain the services of Employee, and Employee is willing to provide such
services to the Company.


B.            Company and Employee
desire to enter into this Agreement to provide for Employee’s employment by the
Company, upon the terms and conditions set forth herein.


The parties hereby agree as follows:


1.             Duties.


1.1.          Position.  Employee shall serve as Chief Financial
Officer of the Company and shall have the duties and responsibilities incident
to such position.  Employee shall perform
faithfully, cooperatively and diligently all of his job duties and
responsibilities.  Employee agrees to and
shall devote his full time, attention and effort to the business of the
Company, its subsidiaries and affiliates, and other assignments as directed by the
Company’s Chief Executive Officer or Board of Directors.  Employee shall report directly to the Company’s
Chief Executive Officer.


1.2.          Best Efforts.  Employee will expend his best efforts on
behalf of Company in connection with his employment and will abide by all policies
and decisions made by Company, as well as all applicable federal, state and
local laws, regulations or ordinances.


2.             Employment.  Employee’s employment under this Agreement
will continue until such time as the Company or Employee terminate this Agreement
in accordance with the provisions of Section 11 and Section 16.8, subject to
Employee’s right to receive the Severance Package as set forth in Section 8.


3.             Compensation.


3.1.          Base Salary.  As compensation for Employee’s performance of
his duties hereunder, Company shall pay to Employee an initial base salary of Nine
Thousand Forty Dollars ($9,040.00) per each two week pay period, starting on
the date hereof, which if annualized, would represent Two Hundred Thirty-Five
Thousand Dollars ($235,040) per year (“Annual Base Salary”), payable in
accordance with the normal payroll practices of Company, less required
deductions for state and federal withholding tax, social security and all other
employment taxes and payroll deductions.  The Board of Directors, or the compensation
committee thereof, may increase the Annual Base Salary, at its sole discretion,
from time to time.









 



3.2.          Bonus. 
In addition to the Annual Base Salary, Employee shall be eligible to
receive, in the sole discretion of the Board of Directors or the compensation
committee thereof, an annual cash bonus of up to twenty-five percent (25%) of
the then in effect Annual Base Salary, in accordance with, and based upon,
overall Company and individual performance standards to be established by the
Board of Directors or the compensation committee thereof on an annual basis.


3.3.          Stock Options.  Employee, at the sole discretion of, and upon
approval by, the Company’s Board of Directors or the compensation committee
thereof, shall be eligible to receive an option to purchase up to 4,000,000
shares of the Company’s common stock pursuant to an option agreement issued in
accordance with the terms of the Company’s 2005 Equity Incentive Plan.  Such option would have an exercise price
equal to the fair market value of a share of the Company’s common stock on the
date of grant and would vest at the rate of twenty-five percent (25%) per completed
year.  Employee shall also be eligible to
receive additional stock options, restricted stock or other equity incentive
grants pursuant to one or more equity incentive plans offered by the Company
from time to time, subject to the approval of the Board of Directors or the
compensation committee thereof.


4.             Health and Welfare
Benefit Plans.  The Employee and/or
the Employee’s family, as the case may be, shall be eligible for participation
in and shall receive all benefits under health and welfare benefit plans,
practices, policies and programs provided by the Company (including, without
limitation, medical prescription, dental disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
and programs) to the extent generally applicable to employees of the Company.


5.             Other Benefits.


(a)           Employee shall be eligible
to receive all customary and usual fringe benefits and shall be entitled to
participate in all savings and retirement plans, practices, policies and
programs generally applicable to employees of the Company that are in effect
during Employee’s employment with the Company, subject to the terms and
conditions of Company’s benefit plan documents, as applicable.  Company reserves the right to change or
eliminate the fringe benefits or plans, practices and programs on a
company-wide, prospective basis, at any time;


(b)           Employee shall be paid
a car allowance of $500 per month; and


(c)           Subject to Section 1
above and advance approval from the Company for specific authorization of each
instance, Employee shall be entitled to work from a home office, at no cost to
the Company, as is reasonably necessary to perform Employee’s duties hereunder.


6.             Business Expenses.  Employee shall be entitled to receive prompt
reimbursement for all reasonable, pre-approved, out-of-pocket business expenses
incurred in the performance of his duties on behalf of Company, including,
without limitation, cell phone (which shall not require pre-approval) use and reimbursement
for lodging at or near the Company’s headquarters



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in Southborough,
Massachusetts.  To obtain reimbursement,
expenses must be submitted promptly with appropriate supporting documentation
in accordance with Company’s policies.


7.             Vacation.  Employee shall be entitled to an aggregate of
thirty (30) days of paid vacation, personal and sick days each calendar year,
in accordance with the Company’s plans, policies and programs then in effect.


8.             Severance Package.  If (i) the Company terminates Employee’s
employment without Cause and the Company elects not to provide Employee with
six (6) months advance notice in accordance with Section 11, or (ii) a Change of
Control occurs and, as a result of the Change of Control and within six (6)
months thereafter Employee is terminated by the Company (or the surviving
entity) (other than for Cause) or Employee resigns because (a) Employee is no
longer reporting directly to the Chief Executive Officer of the Company (or the
surviving entity), (b) Employee suffers a reduction in Annual Base Salary, (c) Employee
suffers a substantial diminution in the position, authority, duties or
responsibilities contemplated by Section 1 above, or (c) the principal
executive office of the Company (or the surviving entity) is moved to a
location at least ten (10) miles further away from Employee’s residence on the
date of this Agreement, then, in either case, the Company agrees to provide Employee
with the applicable Severance Package described in Section 8.1 below in
accordance with the payment schedule set forth in Section 8.2 below, provided Employee
agrees to comply with all of the conditions set forth in Section 8.3 below.  No Severance Package shall be due or
payable:   if the Employee resigns other than as set
forth above, if Employee is terminated for Cause as set forth in Section 10.2,
or if Employee is terminated without Cause but the Company provides Employee six
(6) months advance notice of the effective Date of Termination in accordance
with Section 11 below.


8.1.          Description of
Severance Package.  The “Severance
Package” will consist of:


(a)           all Accrued Obligations
(defined below);


(b)           a “Severance Payment”
equal to:  (i) six (6) months of base
salary calculated with respect to Employee’s then in effect Annual Base Salary
if Employee’s employment terminates under the circumstances described in
Section 8(i) above, OR (ii) six (6) months of base salary calculated with
respect to Employee’s then in effect Annual Base Salary (the “Change of Control
Severance Amount”), plus an additional amount equal to twenty-five percent
(25%) of the Change of Control Severance Amount if Employee’s employment
terminates under the circumstances described in Section 8(ii) above; and


(c)           Employee will also be
allowed to continue in the Company’s group health insurance plan at the Employee’s
own expense for up to eighteen (18) months, in accordance with applicable law
(COBRA).  If the Employee elects COBRA
coverage, the Company will pay the first six (6) months of COBRA coverage;
provided that the Employee shall pay any such premiums himself during the six
(6) month period following the Employee’s “separation from service” as defined
in Section 409A(a)(2)(A)(i) of the U.S. Internal Revenue Code (the “Code”) and
the Company shall reimburse the Employee for payment of such premiums in a
single lump sum payment on the first day of the seventh (7th) month following the



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Employee “separation from service,” if (1) Section
8.1 of this Agreement shall apply and (2) no exemption from Section 409A of the
Code, as mutually determined by the Company, Company’s tax counsel, Employee
and Employee’s tax counsel, shall otherwise apply to the Company’s payments for
COBRA coverage during such six (6) month period.


8.2.          Payments.


(a)           The Severance Package
will be paid less required deductions for state and federal withholding tax,
social security and all other employment taxes as required by law.  The Accrued Obligations will be paid in a
single lump sum payment on the date that is thirty (30) days after the Date of
Termination, unless otherwise required by law; provided that the conditions to
receive the Severance Package (set forth in Section 8.3 of this Agreement) are
then satisfied.  The applicable Severance
Payment described in Section 8.1(b) will be paid in equal monthly installments
for a period of six (6) months (the “Severance Period”), with the first such
installment to be paid on the first day of the month that coincides with or
follows the date that is thirty (30) days after the Date of Termination.


(b)           Employee shall
designate a beneficiary to receive any payments due him in the event of his
death by filing a written designation with the Company in the form attached
hereto as Exhibit C.  However, any such designation will only be
effective if signed by Employee and received by the Company during Employee’s
lifetime.  Employee’s beneficiary
designation shall be deemed automatically revoked if the beneficiary
predeceases Employee or if Employee names a spouse as a beneficiary and the
marriage is subsequently dissolved before Employee dies.  If Employee dies without a valid beneficiary
designation, all payments shall be made to Employee’s estate.


(c)           If a payment under this
Agreement is payable to a minor, to a person declared incompetent, or to a
person incapable of handling the disposition of his or her property, the
Company may pay such benefit to the guardian, legal representative or person
having the care or custody of such minor, incompetent person or incapable
person.  The Company may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit.  Such
distribution shall completely discharge the Company from all liability with
respect to such benefit.


8.3.          Conditions to Receive
Severance Package.  Employee will
receive the Severance Package described above only if he additionally complies
with all of the following conditions and continues to comply with the following
for the duration of the Severance Period:


(a)           Employee executes a
full general release in favor of the Company (the “General Release”) substantially
in the form attached hereto as Exhibit A;


(b)           Employee complies with
the Company’s then in effect trade secrets policies and the Employee
Proprietary Information and Inventions Agreement (the “Information and
Inventions Agreement”), attached hereto as Exhibit
B, or any future version of an inventions and proprietary
information agreement between Employee and the Company in accordance with the
terms thereof.



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The Company’s obligation to make payments
under this Section 8 shall be suspended if at any time Employee is not in
compliance with any of the foregoing agreements, provided that Employee shall
be entitled to be paid all Accrued Obligations. 
In any event, all payments
shall cease at the conclusion of the “Severance Period.”


9.             Section 409A of
the U.S. Internal Revenue Code.


9.1.          The Specified
Employee Rule.  To the extent any
amount payable under this Agreement represents a payment under a “nonqualified
deferred compensation plan” (as defined in Section 409A of the Code following a
termination of employment or any “separation from service” as defined in
Section 409A(a)(2)(A)(i) of the Code), then, notwithstanding any other
provision of this Agreement to the contrary, such payment shall be delayed and
made on the first day of the seventh (7th) month following Employee’s “separation from service,”
but only if the Employee is deemed to be a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Code.


9.2.          Good Faith Intention.  The Company and Employee intend in good faith
that this Agreement comply with the applicable requirements of Section 409A of
the Code and that this Agreement be construed, interpreted and administered in
accordance with such intent.  If the
Company or Employee believes, at any time, that this Agreement does not comply
with Section 409A of the Code, it will promptly advise the other party and will
negotiate reasonably and in good faith to amend the terms of this Agreement,
with the most limited possible economic effect on Company and Employee, such
that it complies with Section 409A of the Code.


10.           Definitions.


10.1.        Accrued Obligations.  For purposes of this Agreement, “Accrued
Obligations” shall mean:  (i) payment of Employee’s
Annual Base Salary through the Date of Termination to the extent not
theretofore paid; and (ii) payment of any accrued vacation pay not yet paid by
Company.


10.2.        Cause.  For purposes of this Agreement, “Cause” shall
mean: (i) any willful, material violation of any law or regulation applicable
to the business of the Company or any subsidiary of the Company; (ii)
conviction for, or guilty plea to, a felony or a crime involving moral
turpitude, or any willful perpetration of a common law fraud; (iii) commission
of an act of personal dishonesty which involves personal profit in connection
with the Company or any subsidiary of the Company, or any other entity having a
business relationship with the Company or any subsidiary of the Company; (iv)
any material breach of any provision of any agreement or understanding between
the Company or any subsidiary of the Company and Employee regarding the terms
of Employee’s service as an employee, officer, director or consultant to the
Company or any subsidiary of the Company, including without limitation, the
willful and continued failure or refusal to perform the material duties
required of Employee as an employee, officer, director or consultant of the
Company or any subsidiary of the Company (other than as a result of disability)
or a material breach of any applicable creative works assignment and
confidentiality agreement or similar agreement between the Company or any
subsidiary of the Company and Employee and such is not cured within fifteen
(15) days after notice of such breach from the Company to Employee; or (v)
disregard of the policies of the



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Company or any subsidiary of the Company, so
as to cause material loss, damage or injury to the property, reputation or
employees of the Company or any subsidiary of the Company if Employee has been
given a reasonable opportunity to comply with such policy or cure his failure
to comply.


10.3.        “Change of Control” means
the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


(a)           there
is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company if, immediately after the consummation of
such merger, consolidation or similar transaction, the stockholders of the
Company immediately prior thereto do not own, directly or indirectly, either:
(i) outstanding voting securities representing more than fifty percent
(50%) of the combined outstanding voting power of the surviving entity in such
merger, consolidation or similar transaction; or (ii) more than fifty
percent (50%) of the combined outstanding voting power of the parent of the
surviving entity in such merger, consolidation or similar transaction;


(b)           the stockholders of the Company approve or the Board
of Directors approves a plan of complete dissolution or liquidation of the
Company, or a complete dissolution or liquidation of the Company shall
otherwise occur; or


(c)           there
is consummated a sale of all or substantially all of the consolidated assets of
the Company and its subsidiaries, other than a sale of all or substantially all
of the consolidated assets of the Company and its Subsidiaries to an entity
more than fifty percent (50%) of
the combined voting power of the voting securities of which entity is owned by
stockholders of the Company in substantially the same proportion as their
ownership of the Company immediately prior to such sale.


Notwithstanding the
foregoing, the term “Change of Control” shall not include a sale of assets, merger or other transaction
effected exclusively for the purpose of raising capital for the Company or
changing the domicile of the Company.


11.           Notice of
Termination.  If the Company desires
to terminate employee for Cause, such termination shall be communicated to Employee
by a “Notice of Termination” which shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for such termination and
which shall be effective to terminate Employee’s employment on the date of such
“Notice of Termination.”  If the Company
desires to terminate Employee without Cause, the Company shall communicate such
termination to Employee by a “Notice of Termination” which shall indicate that
such termination is effective on the date that is six (6) months after the date
of such “Notice of Termination” or effective immediately, in which case
Employee shall be eligible to receive the Severance Package in accordance with
Section 8(i).  If the Company (or the
surviving entity) desires to terminate Employee’s employment for any reason
(other than for Cause which shall be governed by the first sentence of this
Section 11) within six (6) months after a Change of Control, the Company (or
the surviving entity) shall communicate such termination to Employee by a “Notice
of Termination” which shall indicate the effective date of such termination
which shall be a date within fifteen (15) days after the date of such “Notice
of Termination” after which Employee shall be eligible to receive the Severance
Package in



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accordance with Section 8(ii).  If Employee desires to terminate Employee’s
employment with the Company for any reason (other than under the circumstances
set forth in the following sentence), Employee shall communicate such
termination to the Company by a “Notice of Termination” which shall indicate
that such termination is effective on a date that is at least six (6) months
after the date of termination.  If
Employee desires to terminate Employee’s employment with the Company (or the
surviving entity) within six (6) months after a Change of Control due to one or
more of the circumstances enumerated in Section 8(ii) above, such termination
shall be communicated to the Company by a “Notice of Termination” which shall
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for such termination and which shall set forth the effective date of such
termination which shall be a date within fifteen (15) days after the date of
such “Notice of Termination” after which Employee will be eligible to receive
the Severance Package in accordance with Section 8.  The failure by Company or the Employee to set
forth in a Notice of Termination any fact or circumstance substantiating the
basis for the termination of employment shall not waive any right of Company or
Employee hereunder or preclude Company or Employee from asserting such fact or
circumstance in enforcing Company’s or Employee’s rights hereunder.


12.           Date of Termination.  “Date of Termination” means the date of death
of Employee or the date of delivery of the Notice of Termination or any later
date specified therein as the effective date of termination of Employee’s
employment, as the case may be.  The Date
of Termination shall be the effective termination date of this Agreement.


13.           Confidentiality and
Proprietary Rights.  Employee agrees
to continue to abide by the Information and Inventions Agreement, which is
attached to this Agreement as Exhibit B.


14.           Nondisparagement.  Employee agrees not to disparage, defame or
make any negative or critical public statements, whether verbally or in
writing, regarding the personal or business reputation, technology, products,
practices or conduct of Company or any of Company’s officers or directors.  In addition, except as required by law, Employee
shall not make any public statements regarding Company without the prior
written approval of the Board of Directors. 
Additionally, the Company agrees not to disparage, defame or make any
negative or critical public statements, whether verbally or in writing,
regarding the personal or business reputation of Employee.


15.           Injunctive Relief.  Employee acknowledges that Employee’s breach
of the covenants contained in Sections 13 and 14 of this Agreement would cause
irreparable injury to Company and agrees that in the event of any such breach,
Company shall be entitled to seek temporary, preliminary and permanent
injunctive relief without the necessity of proving actual damages or posting
any bond or other security.


16.           General Provisions.


16.1.        Successors and Assigns.  The rights and obligations of Company under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Company.  Employee
shall not be entitled to assign any of Employee’s rights or obligations under
this Agreement.



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16.2.        Waiver.  The rights and remedies of the parties to
this Agreement are cumulative and not alternative.  Neither the failure nor any delay by any
party in exercising any right, power or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power or privilege; and no single or partial exercise of any such right, power
or privilege will preclude any other or further exercise of such right, power
or privilege or the exercise of any other right, power or privilege.  To the maximum extent permitted by applicable
law, (i) no claim or right arising out of this Agreement or the documents
referred to in this Agreement can be discharged by one party, in whole or in
part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (ii) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and
(iii) no notice to or demand on one party will be deemed to be a waiver of
any obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.


16.3.        Severability.  In the event any provision of this Agreement
is found to be unenforceable, invalid or illegal by an arbitrator or court of
competent jurisdiction, such provision shall be deemed modified to the extent
necessary to allow enforceability of the provision as so limited, it being
intended that the parties shall receive the benefit contemplated herein to the
fullest extent permitted by law.  If a
deemed modification is not satisfactory in the judgment of such arbitrator or
court, the unenforceable, invalid or illegal provision shall be deemed deleted,
and the legality, validity and enforceability of the remaining provisions shall
not be affected thereby.


16.4.        Interpretation;
Construction.  The headings set forth
in this Agreement are for convenience only and shall not be used in
interpreting this Agreement.  This
Agreement has been drafted by legal counsel representing the Company, but Employee
has participated in the negotiation of its terms.  Furthermore, Employee acknowledges that Employee
has had an opportunity to review the Agreement and has had it reviewed and
negotiated by legal counsel acting on his behalf, and, therefore, the normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Agreement.


16.5.        Governing Law.  This Agreement will be governed by and
construed in accordance with the laws of the United States and the Commonwealth
of Massachusetts, without reference to its conflicts of laws principles.


The Employee hereby agrees to submit to binding
arbitration before the American Arbitration Association (“AAA”), in accordance
with AAA’s Commercial Arbitration Rules (which means A WAIVER OF THE EMPLOYEE’S
RIGHT TO SUE IN COURT AND PROCEED BY A JUDGE OR JURY TRIAL) all disputes and
claims arising out of this Agreement.


16.6.        Notices.  All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (i) delivered by hand (with written confirmation of
receipt); (ii) sent by facsimile (with written confirmation of receipt); or
(iii) when received by the addressee, if sent by a nationally recognized
overnight delivery service, return receipt requested, in each case to the
appropriate



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addresses and facsimile numbers set forth
below or on the signature pages hereto (or to such other address as a party may
designate by notice to the other parties):


	
  If to AVERION:

  	
   

  	
  Averion International Corp.

  Attention: Philip Lavin, Ph.D., CEO

  225 Turnpike Road

  Southborough, MA 01772

  Telephone: (508) 597-6000

  Facsimile: (508) 597-5765

  
	
   

  	
   

  	
   

  
	
  with a required
  copy to:

  	
   

  	
  Foley & Lardner LLP

  Attention: Adam Lenain, Esq.

  402 West Broadway, Suite 2100

  San Diego, California 92101

  Telephone: (619) 234-6655

  Facsimile: (619) 234-3510

  
	
   

  	
   

  	
   

  
	
  If to Employee:

  	
   

  	
  Christopher Codeanne

  240 Back Lane

  Wethersfield, CT 06109

  Telephone: (860) 563-0815

  
	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
   

  
	
  With a required
  copy to:

  	
   

  	
  Mr. David Sturgess

  Updike, Kelly & Spellacy

  One State Street

  PO Box 231277

  Telephone: (860) 548-2651

  Facsimile: (860) 548-6067

  



 


or to such other address as either party shall have
furnished to the other in writing in accordance herewith.


16.7.        Counterparts; Facsimile.  This Agreement may be executed in one or more
counterparts, all of which when fully executed and delivered by all parties
hereto and taken together shall constitute a single agreement, binding against
each of the parties.  To the maximum
extent permitted by law or by any applicable governmental authority, any
document may be signed and transmitted by facsimile with the same validity as
if it were an ink-signed document.  Each
signatory below represents and warrants by his or her signature that he or she
is duly authorized (on behalf of the respective entity for which such signatory
has acted) to execute and deliver this instrument and any other document
related to this transaction, thereby fully binding each such respective entity.


16.8.        Survival.  Sections 8 (“Severance Package”), 10 (“Definitions”),
13 (“Confidentiality and Proprietary Rights”), 14 (“Nondisparagement”), 15 (“Injunctive
Relief”),



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16 (“General Provisions”) and 17 (“Entire
Agreement”) of this Agreement shall survive Employee’s employment by Company.


17.           Entire Agreement.  This Agreement, including the Information and
Inventions Agreement attached as Exhibit B, and the
Beneficiary Designation form attached hereto as Exhibit C
constitute the entire agreement between the parties relating to this subject
matter and supersede all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral.  This Agreement may be amended or modified
only with the written consent of Employee and the Company.  No oral waiver, amendment or modification
will be effective under any circumstances whatsoever.


[Remainder
of Page Intentionally Left Blank]



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THE PARTIES TO THIS
AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT
ON THE DATES SHOWN BELOW.


	
  Dated:

  	
  January 11, 2007

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Christopher Codeanne

  
	
   

  	
   

  	
  Christopher Codeanne

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  January 11, 2007

  	
   

  	
  AVERION INTERNATIONAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Philip T. Lavin

  
	
   

  	
   

  	
   

  	
  Name: Philip Lavin, Ph.D.

  
	
   

  	
   

  	
   

  	
  Title: Chief Executive Officer

  



 


[Signature
Page to Codeanne Employment Agreement]

















 


EXHIBIT A



FORM OF GENERAL RELEASE


GENERAL RELEASE OF CLAIMS


By signing this General
Release of Claims (“Agreement”), I, Christopher Codeanne, acknowledge that Averion
International Corp. (“Averion”) and I have reached a final binding agreement as
to the circumstances surrounding my separation from employment with Averion.  Specifically, I acknowledge that we have
agreed on the following agreement and that this document contains the entire
agreement with respect to the subject matter hereof:


1.             Termination.  My employment status with Averion
will terminate effective                   
    , 20    .


2.             Severance.  In exchange for my entering
into this Agreement and in the event of a Change in Control, Averion will pay
me the applicable Severance Amount as defined in Section 8 of that certain
Employment Agreement dated January 11, 2007 between me and the Company (the “Employment
Agreement”) in accordance with the terms thereof.


3.             Release.  In return for the promises in
Section 2 above, and contingent upon Averion’s ongoing fulfillment of its
obligation to:  (i) make timely severance
payments to me pursuant to and in accordance with Section 8 of the Employment
Agreement, (ii) pay me all amounts due pursuant to Section 3 of the Employment
Agreement, and (iii) abide by its obligations under any equity incentive option
agreements between me and Averion, I on my own behalf, and on behalf of my
grantees, agents, representatives, heirs, devisees, trustees, assigns,
assignors, attorneys, or any other entities in which I have an interest
(collectively “Releasors”), hereby release and forever discharge by this
Agreement, Averion, and each of its past and present agents, employees,
representatives, officers, directors, shareholders, attorneys, accountants,
insurers, advisors, consultants, affiliates, assigns, successors, heirs,
predecessors in interest, joint ventures, and subsidiary, affiliate and
commonly-controlled entities (collectively “Releasees”), from all liabilities,
causes of actions, charges, complaints, suits, claims, obligations, costs,
losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills,
penalties, fines, and all other legal responsibilities of any form whatsoever,
whether known or unknown, whether suspected or unsuspected, whether fixed or
contingent, liquidated or unliquidated, including but not limited to those
arising from or related to (i) my employment with, compensation by and/or
separation from Averion; and (ii) any acts or omissions occurring prior to the
date of this Agreement by any and all Releasees, including those arising under
any theory of law, whether common, constitutional, statutory or other of any
jurisdiction, foreign or domestic, whether known or unknown, whether in law or
in equity, which they had or may claim to have against any of the
Releasees.  Releasors specifically
release claims under all applicable state and federal laws, based on age, sex,
pregnancy, race, color, national origin, marital status, religion, veteran
status, disability, sexual orientation, medical condition, or other
anti-discrimination laws, including, without limitation, Title VII of the Civil
Rights Act of 1964 as amended, the Age Discrimination in Employment Act (Title
29, United States Code, Sections 621, et seq.)
(“ADEA”), the Americans with Disabilities Act, the Fair Labor Standards Act, and
the Family Medical Leave Act, as well as all common law claims, whether arising
in tort or contract (collectively referred to as “Released Matters”).  If any governmental agency should assume
jurisdiction over any claim, charge or complaint concerning alleged
discrimination arising out of my employment with Averion, Releasors also waive
the right to recover damages or any other remedy as a result of such claim,
charge or complaint.  I acknowledge and
agree that, following the payment of the Severance Amount in accordance with Section
8 of the Employment Agreement, Averion and Releasees have no other liabilities
or obligations, of any



 A-1
 






 



kind
or nature, owed to me in connection with or relating to my employment with the
same.  I further agree and promise that I
will not file any lawsuit or administrative claim or charge asserting any of
the foregoing Released Matters.


4.             Release of Age Discrimination Claims.  I
understand that the general release in Section 3 above includes a waiver of
rights and claims which I may have arising under the ADEA.  I hereby represent that I have been advised
to consult with an attorney of my choosing regarding the waiver of rights and
claims under the ADEA.  I understand that
by signing this Agreement, I waive my rights or claims under the ADEA.  I further understand that I am not waiving
rights or claims under the ADEA that may arise after the effective date of this
fully executed Agreement.


5.             Waiver. 
I understand that even if I should eventually suffer some damage arising
out of my employment and/or separation from employment with Averion, that I
will not be able to make any claims for those damages, even as to claims which
may now exist, but which I do not know exist, and which if known would have
affected my decision to sign this Agreement.


6.             No Wrongdoing.  I
understand that, by signing this Agreement Averion does not admit any
wrongdoing.  I am also admitting no
wrongdoing by signing this Agreement.  We
agree that no use of this Agreement or any comments made by either party during
our settlement discussions will be used by us or any of our representatives in
connection with any subsequent legal action except for an action to enforce
this Agreement.


7.             Confidential Information.  I
understand that during my employment with Averion I had access to Averion
confidential information, including but not limited to, client and vendor
lists, financial data, marketing plans and sales techniques, that has or could
have value to Averion, which if disclosed could be detrimental to Averion, and
which Averion has taken reasonable steps to prevent from disclosure to the
general public.  In addition to any other
obligation of confidentiality to which I may be bound with respect to any
confidential information of Averion:


7.1.          I
agree that I will not use, disclose or reveal to any third party any Averion
confidential information, regardless of whether or not such information is
marked as “confidential”.


7.2.          I
agree that I have returned all Averion confidential or proprietary information,
documents, materials, apparatus, equipment, other physical property or the
reproduction of any such property to Averion that is in my possession.


7.3.          I
recognize that the unauthorized use or disclosure of Averion’s confidential
information is unlawful and that Averion may obtain damages against me for any
willful misappropriation, including damages and attorney fees.


8.             Confidentiality of Agreement.  I
agree that the terms and conditions of this Agreement are confidential and
shall not be discussed, disclosed or revealed by me to any third party, except
to my attorneys, tax advisors and spouse, and except insofar as I am compelled
by law to disclose it.


9.             Non-Disparagement.  In
addition to any other non-disparagement agreement to which I may be bound, I
expressly agree that I will not in any way disparage or otherwise cause to be
published or disseminated any negative statements, remarks, comments or
information regarding Averion or any Releasee.


10.           General.  I acknowledge that I have
carefully read and fully understand the nature of this Agreement, that I have
been advised to consult with an attorney of my choosing before executing this



 A-2
 






 



Agreement,
that I have had the opportunity to consider this Agreement, and that all of my
questions concerning this Agreement have been answered to my satisfaction.  I also agree that any rule of construction to
the effect that ambiguities are to be resolved against the drafting party will
not apply in the interpretation of this Agreement.  The provisions of this Agreement together
with the applicable provisions of the Employment Agreement and exhibits
thereto, set forth the entire agreement between me and Employer concerning my
employment with the same, my severance pay and benefits and my termination of
employment.  Any other promises, written
or oral, are replaced by provision of this Agreement, and are no longer
effective unless they are contained in this document or are expressly deemed to
survive the termination of my employment with Averion in accordance with the
terms of the written document in which they are contained.  I acknowledge that I have received all
compensation to which I am currently entitled through my separation date,
including, without limitation, salary, bonuses and vacation pay.


11.           Attorneys Fees.  If
any proceeding or action is brought by either party to enforce or interpret the
terms of this Agreement, the prevailing party in such proceeding or action
shall be entitled to recover from the other its costs of suit, including,
without limitation, reasonable attorneys’ fees.


12.           Governing Law.  This
Agreement will be governed by and construed in accordance with the laws of the
United States and the Commonwealth of Massachusetts, without reference to its
conflicts of laws principles.


I hereby agree to submit to
binding arbitration before the American Arbitration Association (which means A
WAIVER OF THE EMPLOYEE’S RIGHT TO SUE IN COURT AND PROCEED BY A JUDGE OR JURY
TRIAL) all disputes and claims arising out of this Agreement.  I further and understand and agree that I
shall execute Averion’s standard agreement to arbitrate, which is separate from
this Agreement and may be contained in Averion’s Employee Handbook.  This Agreement will be the exclusive method
to resolve all disputes or controversies that I or the Company may have,
whether or not arising out of my employment or termination of that employment
with the Company.  THE AGREEMENT TO
ARBITRATE CONSTITUTES A WAIVER OF ANY RIGHT THAT I OR THE COMPANY MAY HAVE TO LITIGATE
ANY CLAIM IN COURT IN A JUDGE OR JURY TRIAL.


* * * * IMPORTANT NOTICE * * * *


This Agreement includes a waiver of rights and claims that I may have
arising under the Age Discrimination in Employment Act of 1967 (Title 29,
United States Code, 621 et seq.).  This
waiver is in exchange for the consideration described in paragraph 2
above.  Pursuant to the Older Workers
Benefit Protection Act (Public) law 101-433; 1990 S. 1551), I acknowledge that
this Agreement is intended to apply as a waiver of rights and claims arising
under the Age Discrimination in Employment Act of 1967.  However, by executing this Agreement, I do
not waive rights and claims under the Age Discrimination in Employment Act that
may arise after the date of this Agreement is executed.                   
(Initials)


I ACKNOWLEDGE THAT I HAVE THE OPPORTUNITY TO CONSIDER THIS AGREEMENT
FOR 21 DAYS.  SHOULD I DECIDE NOT TO USE
THE FULL 21 DAYS, I KNOWINGLY AND VOLUNTARILY WAIVE ANY CLAIMS THAT I WAS NOT
IN FACT GIVEN THAT PERIOD OF TIME OR DID NOT USE THE ENTIRE 21 DAYS TO CONSULT
AN ATTORNEY AND/OR CONSIDER THIS AGREEMENT. 
I ACKNOWLEDGE AND UNDERSTAND THAT FOR A PERIOD OF SEVEN (7) DAYS
FOLLOWING MY EXECUTION OF THIS AGREEMENT, I MAY REVOKE THIS AGREEMENT AND
RELEASE, AND THE RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS
SEVEN (7) DAY



 A-3
 






 



REVOCATION
PERIOD HAS EXPIRED.  IF I DO NOT REVOKE
THIS AGREEMENT AND THE RELEASE IN THE TIME FRAME SPECIFIED, THIS AGREEMENT AND
RELEASE SHALL BE DEEMED TO BE EFFECTIVE AT 12:01 A.M. ON THE EIGHTH DAY AFTER I
EXECUTE THE SAME.              
(Initials)


In exchange for the mutual
promises contained in this Agreement, the parties execute this Agreement as of
the date set forth below.


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:                ,
  20  

  	
   

  	
  Christopher Codeanne

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Averion International Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:               ,
  20  

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 



 A-4
















EXHIBIT B


EMPLOYEE
PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT


AVERION
INTERNATIONAL CORP.


EMPLOYEE
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT










 



 


In consideration of my employment or continued
employment by Averion International Corp. (the “Company”), and the compensation now and
hereafter paid to me, I hereby agree as follows:


1.             Nondisclosure.


1.1          Recognition of Company’s
Rights; Nondisclosure.  At all times
during my employment and thereafter, I will hold in strictest confidence and
will not disclose, use, lecture upon or publish any of the Company’s
Proprietary Information (defined below), except as such disclosure, use or
publication may be required in connection with my work for the Company, or
unless an officer of the Company expressly authorizes such in writing.  I will obtain Company’s written approval
before publishing or submitting for publication any material (written, verbal,
or otherwise) that relates to my work at Company and/or incorporates any
Proprietary Information.  I hereby assign
to the Company any rights I may have or acquire in such Proprietary Information
and recognize that all Proprietary Information shall be the sole property of
the Company and its assigns.


1.2          Proprietary Information.  The term “Proprietary
Information” shall mean any and all confidential and/or proprietary
knowledge, data or information of the Company. 
By way of illustration but not
limitation, the term “Proprietary
Information” includes
(a) products, ideas, processes, know-how, inventions, developments,
designs, techniques, formulas, works of authorship, methods, developmental or
experimental work, clinical data, test data, improvements, discoveries and
trade secrets (hereinafter collectively referred to as “Inventions”); and (b) the Company’s customer relationship
management database and all information contained therein; the salaries and
terms of compensation of other employees and consultants; information about
current, former, and potential clients and projects and tasks performed for
them by the Company; information about current, former, and potential
consultants and the work they have performed or may perform for the Company;
and any other information concerning the Company’s business plans, marketing
and selling information, budgets, financial data, licenses, prices, costs,
suppliers, and vendors.


1.3          Third Party Information.  I
understand, in addition, that the Company has received and in the future will
receive from third parties confidential or proprietary information (“Third Party Information”)
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.  During the term of my employment and
thereafter, I will hold Third Party Information in the strictest confidence and
will not disclose to anyone (other than Company personnel who need to know such
information in connection with their work for the Company) or use, except in
connection with my work for the Company, Third Party Information unless
expressly authorized in writing by an officer of the Company.


1.4          No Improper Use of
Information of Prior Employers and Others. 
During my employment by the Company I will not improperly use or
disclose any confidential information or trade secrets, if any, of any former
employer or any other person to whom I have an obligation of confidentiality,
and I will not bring onto the premises of the Company any unpublished documents
or any property belonging to any former employer or any other person to whom I
have an obligation of confidentiality unless consented to in writing by that
former employer or person.  I will use in
the performance of my duties only information which is generally known and used
by persons with training and experience comparable to my own, which is common
knowledge in the industry or otherwise legally in the public domain, or which
is otherwise provided or developed by the Company.


2.             Assignment Of Inventions.


2.1          Proprietary Rights.  The term “Proprietary Rights” shall mean all trade
secret, patent, copyright, mask work and other intellectual property rights
throughout the world.


2.2          Prior Inventions.  Inventions, if any, patented or unpatented,
which I made prior to the commencement of my employment with the Company are
excluded from the scope of this Agreement.  To preclude any possible uncertainty, I have
set forth on Schedule 1 (Previous Inventions)
attached hereto a complete list of all Inventions that I have, alone or jointly
with others, conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the property
of third parties and that I wish to have excluded from the scope of this
Agreement (collectively referred to as “Prior Inventions”).  If disclosure of any such Prior Invention
would cause me to



 B-1
















violate any prior
confidentiality agreement, I understand that I am not to list such Prior
Inventions in Schedule 1 but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Schedule 1
for such purpose.  If no such disclosure
is attached, I represent that there are no Prior Inventions.  If, in the course of my employment with the Company,
I incorporate a Prior Invention into a Company product, process or machine, the
Company is hereby granted and shall have a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license (with rights to sublicense through
multiple tiers of sublicensees) to make, have made, modify, use and sell such
Prior Invention.  Notwithstanding the
foregoing, I agree that I will not incorporate, or permit to be incorporated,
Prior Inventions in any Company Inventions without the Company’s prior written
consent.


2.3          Assignment of
Inventions. Except as provided in Section 2.5 below, I hereby assign and
agree to assign in the future (when any such Inventions or Proprietary Rights
are first reduced to practice or first fixed in a tangible medium, as
applicable) to the Company all my right, title and interest in and to any and
all Inventions (and all Proprietary Rights with respect thereto) whether or not
patentable or registrable under copyright or similar statutes, made or
conceived or reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment with the Company.  Inventions assigned to the Company, or to a
third party as directed by the Company pursuant to this Section 2, are
hereinafter referred to as “Company
Inventions”.


2.4          Obligation to Keep
Company Informed.  During the period
of my employment and for six (6) months after termination of my employment with
the Company, I will promptly disclose to the Company fully and in writing all
Inventions authored, conceived or reduced to practice by me, either alone or
jointly with others.  In addition, I will
promptly disclose to the Company all patent applications filed by me or on my
behalf within a year after termination of employment.


2.5          Government or Third
Party.  I also agree to assign all my
right, title and interest in and to any particular Company Invention to a third
party, including without limitation the United States, as directed by the
Company.


2.6          Works for Hire.  I acknowledge that all original works of
authorship which are made by me (solely or jointly with others) within the
scope of my employment and which are protectable by copyright are “works made
for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).


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


In the event the Company is unable for any reason,
after reasonable effort, to secure my signature on any document needed in
connection with the actions specified in the preceding paragraph, I hereby
irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, which appointment is coupled with
an interest, to act for and in my 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 with the same legal force and effect as if executed
by me.  I hereby waive and quitclaim to
the Company any and all claims, of any nature whatsoever, which I now or may
hereafter have for infringement of any Proprietary Rights assigned hereunder to
the Company.


3.             Records.  I agree to keep and maintain adequate and
current records (in the form of notes, sketches, drawings and in any other form
that may be required by the Company) of all Proprietary Information developed
by me and all Inventions made by me during the period of my employment at the
Company, which records shall be available to and remain the sole property of
the Company at all times.


4.             No Conflicting Obligation.  I represent that my performance of all the
terms of this Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company.  I have not entered into, and I agree I will
not enter into, any agreement either written or oral in conflict herewith.


5.             Return Of Company Documents.  When I leave the employ of the Company, I will
deliver to the Company any and all drawings, notes, memoranda, specifications,
devices, formulas, and documents, together



 B-2
 






 



with all copies
thereof, and any other material containing or disclosing any Company
Inventions, Third Party Information or Proprietary Information of the
Company.  I further agree that any
property situated on the Company’s premises and owned by the Company, 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.  Prior to leaving, I will cooperate with the
Company in completing and signing the Company’s termination statement.


6.             Legal And Equitable Remedies.  Because my services are personal and unique
and because I may have access to and become acquainted with the Proprietary
Information of the Company, the Company shall have the right to enforce this
Agreement and any of its provisions by injunction, specific performance or
other equitable relief, without bond and without prejudice to any other rights
and remedies that the Company may have for a breach of this Agreement.


7.             Notices.  Any notices
required or permitted hereunder shall be given to the appropriate party at the
address specified below or at such other address as the party shall specify in
writing.  Such notice shall be deemed
given upon personal delivery to the appropriate address or if sent by certified
or registered mail, three (3) days after the date of mailing.


8.             Notification Of New Employer.  In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.


9.             General Provisions.


9.1          Governing Law; Consent
to Personal Jurisdiction.  This
Agreement will be governed by and construed according to the laws of the
Commonwealth of Massachusetts.  I hereby
expressly consent to the personal jurisdiction of the state and federal courts
located in Massachusetts for any lawsuit filed there against me by Company
arising from or related to this Agreement.


9.2          Severability.  In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. 
If moreover, any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and
reducing it, so as to be enforceable to the extent compatible with the
applicable law as it shall then appear.


9.3          Successors and Assigns.  This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors, and its assigns.


9.4          Survival.  The provisions of this Agreement shall
survive the termination of my employment and the assignment of this Agreement
by the Company to any successor in interest or other assignee.


9.5          Employment. I agree
and understand that nothing in this Agreement shall confer any right with
respect to continuation of employment by the Company, nor shall it interfere in
any way with my right or the Company’s right to terminate my employment at any
time, with or without cause.


9.6          Waiver. No waiver by
the Company of any breach of this Agreement shall be a waiver of any preceding
or succeeding breach.  No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any
other right.  The Company shall not be
required to give notice to enforce strict adherence to all terms of this
Agreement.


9.7          Entire Agreement.  The obligations pursuant to Sections 1 and 2
of this Agreement shall apply to any time during which I was previously
employed, or am in the future employed, by the Company as a consultant if no
other agreement governs nondisclosure and assignment of inventions during such
period.  This Agreement is the final,
complete and exclusive agreement of the parties with respect to the subject
matter hereof and supersedes and merges all prior discussions between us.  No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective
unless in writing and signed by the party to be charged.  Any subsequent change or changes in my
duties, salary or compensation will not affect the validity or scope of this
Agreement.


This Agreement
shall be effective as of the first day of my employment with the Company,
namely:



 B-3
 






 



I have read this agreement carefully and understand its terms.  I have completely filled out Schedule 1 to
this agreement.


	
  Dated:

  	
  December 11,
  2006

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Christopher Codeanne

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Christopher Codeanne

  	
   

  	
   

  
	
  (Printed Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  240 Back Lane, Wethersfield, CT 06109

  	
   

  	
   

  
	
  (Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted And Agreed
  To:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Averion International
  corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Philip T.
  Lavin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Philip T. Lavin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
   

  
								



 



 B-4














 


Schedule 1


	
  TO:

  	
  Averion International Corp.

  
	
   

  	
   

  
	
  FROM:

  	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBJECT:

  	
  Previous Inventions

  	
   

  



 


1.             Except as listed in Section 2 below, the
following is a complete list of all inventions or improvements relevant to the
subject matter of my employment by Averion International Corp. (the “Company”) that have
been made or conceived or first reduced to practice by me alone or jointly with
others prior to my engagement by the Company:


o            No inventions or
improvements.


o            See below:


o            Additional sheets
attached.


2.             Due to a prior confidentiality agreement,
I cannot complete the disclosure above with respect to inventions or
improvements generally listed below, the proprietary rights and duty of
confidentiality with respect to which I owe to the following party(ies):


	
  Invention or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


o            Additional sheets
attached.



 B-5














 


Exhibit c

beneficiary designation for employment agreement


I designate the following
as beneficiary of any payment or other benefits payable following my death
under the EMPLOYMENT AGREEMENT made effective as of January 11, 2007, by and
between Averion International Corp. (“Company”) and Christopher Codeanne
(“Employee”):


Primary: Katherine L.
Codeanne, 240 Back Lane, Wethersfield, CT 06109


Contingent:                                                               


Note: To name a trust as
beneficiary, please provide the name of the trustee(s) and the exact name and
date of the trust agreement.


I understand that I may
change these beneficiary designations by filing a new written designation with
the Company.  I further understand that
the designations will be automatically revoked if the beneficiary predeceases
me, or, if I have named my spouse as beneficiary and our marriage is
subsequently dissolved.


	
  Signature:

  	
  /s/ Christopher
  Codeanne

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Printed Name:

  	
  Christopher
  Codeanne

  	
   

  
	
   

  	
   

  	
   

  	 

	
  Date:

  	
  January 11, 2007

  	
   

  	 

	
   

  	 

	
  Received by the
  Company this                       day
  of                                        ,
                              .

  	 

	
   

  	 

	
  By: 

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
  Name:

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
  Title:

  	
   

  	
   

  	 

									



 



 C-1