Exhibit 10.2


 


AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


THIS
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of June 8, 2005, is by and between Isolagen Technologies, Inc.,
a Delaware corporation (“Isolagen” together with its subsidiaries, the “Company”),
and Frank DeLape (the “Employee” or “DeLape”).


 


W I T N E S S E T H:


 


WHEREAS,
the Employee currently does and desires to continue to serve the Company as
executive Chairman of the Board of Directors of Isolagen (the “Board”);
and


 


WHEREAS,
the Company desires to continue to employ DeLape as Chairman of the Board of
Isolagen for an additional term.


 


NOW
THEREFORE in consideration of the mutual benefits to be derived from this
Agreement, the Company and the Employee hereby agree as follows:


 


1.             Term
of Employment; Office and Duties.


 


(a)           Commencing
on the date hereof, and for an initial term ending December 31, 2007, the
Company shall employ the Employee as a senior executive officer of the Company with
the title of Chairman of the Board, with the duties and responsibilities
prescribed for such office in the Bylaws of Isolagen and such additional duties
and responsibilities consistent with such position as may from time to time be
assigned to the Employee by the Board. 
The Employee agrees to perform such duties and discharge such
responsibilities in accordance with the terms of this Agreement.  This Agreement shall be renewed automatically
for an additional 1 year term, unless notice not to renew is provided to the
other party at least 30 days prior to its expiration.  The period that the Employee serves as an
employee of Isolagen pursuant to this Agreement shall be referred to as the “Employment
Term” (including as a result of any extension of the initial term ending December 31,
2007).


 


(b)           The
Employee shall devote substantially all of his working time to the business and
affairs of the Company other than during vacations and periods of illness or incapacity;
provided, however, that nothing in this Agreement shall preclude
the Employee from devoting time required: (i) for serving as a director or
officer of any organization or entity not in a competing business with the
Company, and any other businesses in which the Company becomes involved; (ii) delivering
lectures or fulfilling speaking engagements; or (iii) engaging in
charitable and community activities provided that such activities do not
interfere with the performance of his duties hereunder.


 


2.             Compensation
and Benefits.  For all services rendered
by the Employee in any capacity during the period of Employee’s employment by
the Company including without limitation,


 


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services as an executive
officer director generally or member of any committee of the Board or any
subsidiary or division thereof, the Employee shall be compensated as follows:


 


(a)           Base
Salary.  The Company shall pay the
Employee a fixed base salary (“Base Salary”) at a rate of $450,000 per
year.  The Board may periodically review
the Employee’s Base Salary and may determine to increase the Employee’s salary,
in accordance with such policies as the Company may hereafter adopt from time
to time, if it deems appropriate, but such Base Salary may not be reduced below
$450,000 per year.  Base Salary will be
payable in accordance with the customary payroll practices of the Company.


 


(b)           Bonus.  The Employee will be entitled to receive an
annual bonus (the “Annual Bonus”), payable each fiscal year subsequent
to the issuance of final audited financial statements for the prior fiscal
year, but in no case later than 120 days after the end of the Company’s most
recently completed fiscal year.  The
final determination on the amount of the Annual Bonus will be made by the
Compensation Committee of the Board, based on mutually agreed upon criteria.  The Compensation Committee may also consider
other more subjective factors in making its determination.  The targeted amount of the Annual Bonus shall
be 40% of the then-current Base Salary.  The actual Annual Bonus for any given period
may be higher or lower than 40% on an annual basis as provided above.


 


(c)           Fringe
Benefits.


 


(i)            The Employee shall be
entitled to participate in such employee benefit and other compensatory or
non-compensatory plans that senior executives and/or directors are permitted to
participate in, including disability, health, dental and life insurance plans,
option and bonus plans, and other fringe benefit plans or programs, including a
401(k) retirement plan, of the Company established from time to time by the
Board, subject to the rules and regulations applicable thereto.  At the Employee’s option and as permitted by
law, the Employee may elect to have the Company pay him a nonaccountable
allowance in an amount equal to the amount the Company would expend on the
benefits described in this Section to reimburse the Employee for benefits
obtained independently;


 


(ii)           Notwithstanding
anything in Section 2(c)(i) to the contrary, contemporaneous
with the execution of this Agreement and in addition to any stock options
currently held by the Employee, the Employee will be granted a non-qualified
stock option (the “Employment Option”) to purchase 400,000 shares of
Isolagen’s common stock, par value $.001 per share (the “Common Stock”),
with an exercise price equal to the closing transaction price of the Common
Stock on the date of this Agreement which shall vest ratably monthly over the
term of this Agreement, provided, however, that in the event (A) of
a “Change in Control” or (B) the Employee’s employment is terminated by
the Company without “Cause” pursuant to Section 4(b) or (III)
the Employee for “Good Reason” pursuant to Section 4(c), all
unvested options the Employee has with respect to any Common Stock of the
Company (whether under this grant or otherwise) shall accelerate and
immediately vest and become exercisable in full on the earliest of the date of
the Change in Control or the date of the Employee’s termination pursuant to Sections
4(a), (b) and (c), as applicable.  The term of all options granted to the Employee
pursuant to this Agreement or otherwise shall be 10 years from the date of
grant;


 


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(A)          For
purposes of this Agreement, a “Change in Control” shall have the meaning
set forth in Rule 405 of the Securities Act of 1933.


 


(B)           (I)
approval by the stockholders of Isolagen of a complete liquidation or
dissolution of Isolagen or (II) the first to occur of (a) the sale or
other disposition (in one transaction or a series of related transactions) of
all or substantially all of the assets of Isolagen, or (b) the approval by
the stockholders of Isolagen of any such sale or disposition.


 


(d)           Withholding
and Employment Tax.  Payment of all
compensation hereunder shall be subject to customary withholding tax and other
employment taxes as may be required with respect to compensation paid by an
employer to an employee.


 


(e)           Disability.
 The Company shall, to the extent such
benefits can be obtained at a reasonable cost, provide the Employee with
disability insurance benefits of at least 60% of his gross Base Salary per
month.  In the event of the Employee’s
Disability (as hereinafter defined), the Employee and his family shall continue
to be covered by all of the Company’s employee welfare benefit plans described
under Section 2(c), at the Company’s expense, to the extent such
benefits can be obtained at a reasonable cost, for the lesser of the term of
such Disability or 18 months, in accordance with the terms of such plans.


 


(f)            Death.
 The Company shall, to the extent such
benefits can be obtained at a reasonable cost, provide the Employee with life
insurance benefits in the amount of at least $4,000,000.  In the event of the Employee’s death, the
Employee’s family shall continue to be covered by all of the Company’s employee
welfare benefit plans described under Section 2(c), at the Company’s
expense, to the extent such benefits can be obtained at a reasonable cost, for
18 months following the Employee’s death in accordance with the terms of such
plans.


 


(g)            Vacation.  The Employee shall receive four (4) 4
weeks of vacation annually, administered in accordance with the Company’s
existing vacation policy.


 


(h)            Secretary.
 The Company shall provide the Employee
with a secretary/administrative assistant designated by and acceptable to the
Employee and the Company shall pay all costs for such secretary, including
salary, benefits and office equipment and materials.


 


3.             Business
Expenses.


 


The Company shall
pay or reimburse the Employee for all reasonable travel, business and entertainment
expenses incurred by or necessary for the Employee to perform his duties under
this Agreement, including reimbursement for attending out-of-town meetings of
the Board, in accordance with such policies and procedures as the Company may
from time to time establish for senior officers and subject to the Company’s
normal requirements with respect to reporting and documentation of such
expenses.  The Company shall also pay or
reimburse any and all expenses incurred by the Employee for Employee’s automobile
a nonaccountable expense allowance of $2,500 to cover lease payments, the cost
of insurance, tires maintenance, and gasoline and oil, as well as all expenses
incurred by the Employee for one cellular telephone


 


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and PDA including monthly
service charges, equipment purchase, maintenance and all other ancillary
charges.  Further, the Company agrees to
reimburse the Employee, pursuant to a separate reimbursement agreement for
reasonable office expenses relating to Employee’s services hereunder.


 


4.             Termination
of Employment.  Notwithstanding any
other provision of this Agreement, the Employee’s employment with the Company
may be terminated upon written notice to the other party as follows and with
such other requirements as are set forth below:


 


(a)           By
the Company, in the event of the Employee’s Disability or for Cause.  The Employee’s employment automatically
terminates on his death.  For purposes of
this Agreement, “Cause” shall mean any one of the following: (i) the
indictment of, or the bringing of formal charges against, Employee by a
governmental authority of competent jurisdiction for charges involving criminal
fraud or embezzlement, provided, however, that if the Employee is acquitted or dismissed
from defending against any such charges, he shall be entitled to payment under
this Agreement for the time remaining under the Term of this Agreement from the
date of termination for Cause; (ii) the final, non-appealable conviction
of Employee of a crime involving an act or acts of dishonesty, fraud or moral
turpitude by the Employee, which act or acts constitute a the Employee of a
felony; (ii) causing the Company, without the approval of the Board of
Directors, to fail to abide by either a valid contract to which the Company is
a party or the Company’s Bylaws; (iii) Employee having committed acts or
omissions constituting gross negligence or willful misconduct with respect to
the Company; (iv) the Employee having committed acts or omissions
constituting a material breach of his duty of loyalty or fiduciary duty to the
Company or any material act of dishonesty or fraud with respect to the Company which
are not cured in a reasonable time, which time shall be 30 days from receipt of
written notice from the Company of such material breach; or (v) Employee
having committed any material act of dishonesty or fraud with respect to the
Company; or (iv) the Employee having committed acts or omissions
constituting gross negligence or willful misconduct with respect to the Company
including with respect to any material contract to which the Company is a
party, or a willful and material breach of this Agreement, that remain uncured
after 30 days written notice.  A
determination that Cause exists shall be made by a majority of the Board of
Directors.  Termination of the Employee’s
employment for Cause shall be communicated by delivery to the Employee of a
copy of a resolution duly adopted by the affirmative vote of not less than a majority
of the entire membership of the Board at a meeting of the Board called and held
for 


such purpose (after
reasonable advance written notice to the Employee and reasonable opportunity
for the Employee, together with the Employee’s counsel, to be heard before the Board
prior to such vote), finding that in the good faith opinion of the Board an
event constituting Cause for termination in accordance with Section 4(a) has
occurred and specifying the particulars thereof (a “Notice of Termination”).  If the event constituting Cause for termination
is of a type specified in Section 4(a)(ii), (iii) or
(iv), any Notice of Termination shall state the reasons for material breach
and the Employee shall have 30 calendar days from the date of receipt of such
notice or such longer reasonable cure period agreed to by the Company and the Employee
to effect a cure of the event described therein and, upon cure thereof by the
Employee as set forth in the Notice of Termination to the reasonable
satisfaction of the Board, such event shall no longer constitute Cause for
purposes of this Agreement and the Company shall thereafter have no further
right hereunder to terminate the Employee’s employment for Cause as a result of


 


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such event.  The Employee must be advised within 30
calendar days of the occurrence of any event constituting Cause in order for
the Company to terminate him pursuant to this Section 4(a).  The date of termination for Cause shall be the
date specified in the Notice of Termination; provided, however,
that no such written notice shall be effective unless the cure period specified
above has expired without the Employee having corrected the event or events
subject to cure as provided herein.


 


(b)           By
the Company, in the absence of Cause, for any reason and in its sole and
absolute discretion, provided that in such event the Company shall, as
liquidated damages or severance pay, or both, continue to pay to Employee the
Base Salary (at a monthly rate equal to the rate in effect immediately prior to
such termination) for the longer of the remaining term through December 31,
2007 or eighteen months from the date of termination (the “Termination Payments”).
 In addition, the Company will pay to
Employee a minimum bonus, payable as severance within 120 days after the close
of the Company’s most recent fiscal year for which an annual bonus hereunder
has not yet been determined as of the date of termination, in an amount equal
to the greater of (i) $70,000 or (ii) the amount of Annual Bonus
determined in accordance with the provisions of Section 2(b)(i) hereof,
pro rated for that portion of the fiscal year during which the Employee served
as Chairman of the Board.


 


(c)           The
date of termination for Disability shall be the date the Company sends the
Employee a written notice to such effect.  For purposes of this Agreement, “Disability”
shall mean the inability of the Employee, in the reasonable judgment of a
physician appointed by the Board, to perform his duties of employment because
of any physical or mental disability or incapacity, where such disability shall
exist for an aggregate period of more than 150 days in any 365-day period or
for any period of 120 consecutive days.


 


(iv)          In
the event of any termination under this Section 4(a), the Company
shall pay by the next payroll period all amounts then due to the Employee under
Section 2(a) of this Agreement for any portion of the payroll
period worked but for which payment had not yet been made up to the date of
termination (including bonuses), and, if such termination was for Cause, the
Company shall have no further obligations to the Employee under this Agreement
(including no obligation with respect to bonuses), and any and all options
granted hereunder shall terminate according to their terms of grant.  In the event of a termination due to the
Employee’s Disability or death, the Company shall also comply with its
obligations under Sections 2(e) and 2(f).


 


(b)           By
the Company, in the absence of Cause, for any reason and in its sole and
absolute discretion, provided that in such event the Company shall, as
liquidated damages or severance pay, or both, continue to pay to the Employee
the Base Salary (collectively, the “Termination Payment”) (at a monthly
rate equal to the rate in effect immediately prior to such termination) for the
longer of (i) the number of months (including partial months) remaining in
the Employment Term or (ii) 18 months from the date of termination (the
longer of such two-periods, the “Termination Period”).  In addition, the Company will pay to the Employee
a


 


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minimum bonus, payable as
severance within 120 days after the close of the Company’s most recent fiscal
year for which an annual bonus hereunder has not yet been determined as of the
date of termination, in an amount equal to the greater of (i) $70,000 or (ii) the
amount of Annual Bonus determined in accordance with the provisions of Section 2(b) hereof,
pro rated for that portion of the fiscal year during which the Employee was
employed by the Company.  On the date of
termination, all unvested options or similar rights of any kind (including
restricted stock) granted to the Employee whether under this Agreement or
otherwise shall accelerate and immediately vest and become exercisable (or,
with respect to restricted stock, owned) in full.  Such options may be exercised for the longer
of (A) the Termination Period and (B) the exercise term of each
relevant option grant which shall be ten years from the date of the grant.  Finally, during the Termination Period, the
Company shall continue the benefits for the Employee and his family provided
for under Section 2 at no cost to the Employee, as well as the
secretarial services under Section 2(h) and the reimbursement
of office, computing and telephonic expenses under Section 3 for the
Employee’s office, as if the Employee remained employed by the Company through
the end of the Termination Period.


 


(c)           By
the Employee for “Good Reason” (as the Employee shall determine in good
faith), which shall be deemed to exist: (i) if the Board fails to elect or
reelect the Employee to, or removes the Employee from, any of the offices
referred to in Section l(a) or the Employee fails to be
reelected to the Board or ceases to hold the “Chairman” title; (ii) if the
Employee is assigned any duties materially inconsistent with the duties or
responsibilities as contemplated by this Agreement, for a Chairman of the
Board, or any other action by the Company that results in a material diminution
in such position, authority, compensation benefits duties, or responsibilities;
(iii) if the Company shall have continued to fail to comply with any
material provision of this Agreement after a 30-day period to cure (if such
failure is curable) following written notice by the Employee to the Company of
such non-compliance; (iv) upon a Change in Control; or (v) if the
Company requires that the Employee be based at any office or location other
than his offices at 700 Gemini Street, Houston, Texas or other comparable
offices in the greater Houston area or offices mutually agreed to by the
Parties.  In the event of any termination
under this Section 4(c), the Company shall, as liquidated damages
or severance pay, or both, pay the Termination Payment to the Employee in the
same amount and manner as under Section 4(b).  In addition, the Company will pay to the
Employee a minimum bonus, payable as severance within 120 days after the close
of the Company’s most recent fiscal year for which an annual bonus hereunder
has not yet been determined as of the date of termination, in an amount equal
to the greater of (i) $70,000 or (ii) the amount of Annual Bonus
determined in accordance with the provisions of Section 2(b) hereof,
pro rated for that portion of the fiscal year during which the Employee was employed
by the Company pursuant to this Agreement.  On the date of termination, all unvested
options or similar rights of any kind (including restricted stock) granted to
the Employee whether under this Agreement or otherwise shall accelerate and
immediately vest and become exercisable (or, with respect to restricted stock,
owned) in full.  Such options may be
exercised for ten years from the date of each grant of options, respectively.  Finally, during the Termination Period, the
Company shall continue the benefits for the Employee and his family provided
for under Section 2(c)(i), at no cost to the Employee, as well as
the reimbursement of office, computing and telephonic expenses under Section 3
for the Employee’s office for a reasonable period of transition not to exceed
three months.


 


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(d)           During
any period in which the Employee is obligated not to compete with the Company
pursuant to Section 5 hereof (unless the Employee was terminated for
Cause), the Employee and his family shall continue to be covered by the Company’s
employee welfare benefit plans under Section 2(c).  This Section 4(d) shall not
limit any greater rights granted under Sections 4(a), (b) or
(c).  Such coverage shall be at
the Company’s expense to the same extent as if the Employee were still employed
by the Company.  In the event of a
termination pursuant to Sections 4(b) or 4(c), the Company
shall provide to the Employee, at the Company’s expense, outplacement services
of a nature customarily provided to a senior executive.  Notwithstanding the foregoing, the
obligations of the Company pursuant to this Section 4(d) shall
remain in effect no longer than the term of the Termination Period.


 


(e)           Nothing
in this Agreement shall prohibit the Employee from voluntarily terminating his
employment at any time and such termination shall not be a breach of this Agreement.  In the event of such voluntary termination
(that does not constitute voluntary termination for “Good Reason” pursuant to Section 4(c)),
following the date of termination, the Company shall pay the Employee by the
next payroll period all amounts then due to the Employee under Section 2(a) of
this Agreement for any portion of the payroll period worked but for which
payment had not yet been made up to the date of termination (including bonuses)
and otherwise provide transition employee welfare benefits as may be required
by law.


 


5.             Non-Competition.  During the period of the Employee’s
employment hereunder and during the Termination Period, if any (but only to the
extent if during such time the Company has paid the Termination Payment in full
and is otherwise timely making any other payments (including bonuses), and
providing benefits, in full under Sections 4(b) or 4(c)), the
Employee shall not, within any state in which the Company or any subsidiary of
the Company is duly qualified to do business, or in any state in which the
Company is then providing services, or within a 100 mile radius of any such
state, directly or indirectly own any interest in, manage, control, participate
in, consult with, render services for, or in any manner engage in any business engaged
in any business engaged in by the Company (unless the Board shall have
authorized such activity and the Company shall have consented thereto in
writing). Investments in less than 10% of the outstanding securities of any
entity subject to the reporting requirements of Section 13 or Section 15(d) of
the Exchange Act shall not be prohibited by this Section 5.  The Employee’s obligations under this Section 5
arising after the termination of the Employee shall be terminated if the
Company fails to pay to him timely any Termination Payment or bonus required to
be paid, or benefits required to be provided, to him pursuant to this Agreement.
The provisions of this Section 5 are subject to the provisions of Section 14
of this Agreement.


 


6.             Inventions
and Confidential Information.  The
parties hereto recognize that a major need of the Company is to preserve its
specialized knowledge, trade secrets, and confidential information.  The strength and good will of the Company is
derived from the specialized knowledge, trade secrets, and confidential
information generated from experience with the activities undertaken by the
Company.  The unauthorized disclosure of
this information and knowledge to competitors would be beneficial to them and
detrimental to the Company, as would the disclosure of non-public information
about the marketing practices, pricing practices, costs, profit margins, design
specifications, analytical techniques, and similar items of the Company.  The Employee acknowledges that specific
proprietary information and non-public


 


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data obtained by him
while employed by the Company concerning the business or affairs of the Company
are the property of the Company. By reason of his being a senior executive of
the Company, the Employee has or will have access to, and has obtained or will
obtain, trade secrets and confidential information about the Company’s
operations, which operations extend throughout the United States.  Therefore, subject to the provisions of Section 14
hereof, the Employee hereby agrees as follows, recognizing that the Company is
relying on these agreements in entering into this Agreement:


 


(a)           During
the period of the Employee’s employment with the Company and thereafter, the
Employee will not use, disclose to others, or publish or otherwise make
available to any other party (other than in furtherance of his obligations
hereunder) any non-public inventions or any confidential business information
about the affairs of the Company, including but not limited to confidential
information concerning the Company’s products, methods, engineering
designs  and  standards, analytical techniques,
technical  information, customer information,
employee information, and other confidential information acquired by him in the
course of his past or future services for the Company during the Employment
Term.  The Employee agrees to hold as the
Company’s property all books, papers, letters, formulas, memoranda, notes,
plans, records, reports, computer tapes, printouts, software and other documents,
and all copies thereof and therefrom, relating to the Company’s business and
affairs whether made by him or otherwise coming into his possession, and on
termination of his employment, or on demand of the Company, at any time after
termination of his employment, to deliver the same to the Company; provided,
however, the Employee shall be permitted to retain one archival copy for
himself, including for use in any proceeding involving his employment with the
Company; and provided, further, that no information shall be
considered confidential information of the Company or otherwise subject to this
Section 6 if such information has become publicly known and made
generally available, is independently developed by the Employee without use of
the Company’s confidential information or is required to be disclosed by law or
court order or is otherwise disclosed in a legal proceeding.


 


(b)           During
the period of the Employee’s employment with the Company and for 18 months
thereafter, (i) the Employee will not through another entity knowingly
induce or otherwise attempt to influence any employee of the Company to leave
the Company’s employ and (ii) the Employee will not knowingly hire or
cause to be hired or induce a third party to hire, any such employee (unless
the Board shall have authorized such employment and the Company shall have
consented thereto in writing) or in any way materially interfere to the
detriment of the Company with the relationship between the Company and any
employee thereof and (iii) the Employee will not induce or attempt to induce
any customer, supplier, licensee, licensor or other business relation of the
Company to cease doing business with the Company or in any way materially
interfere to the detriment of the Company with the relationship between any
such customer, supplier, licensee or business relation of the Company, Such
obligation shall not extend to employees of the Company who respond to general
inquiries or advertisements (e.g., classified ads or internet job postings) or
other persons who approach the Employee independently about a possible business
relationship with the Employee or his business or employer without him having
affirmatively caused such approach.


 


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7.             Indemnification.
 The Company will indemnify (and advance
the costs of defense of) the Employee (and his legal representatives) to the
fullest extent permitted by the laws of the state in which Isolagen is
incorporated, as in effect at the time of the subject act or omission, or by
the Certificate of Incorporation and Bylaws of Isolagen, as in effect at such
time or on the date of this Agreement, whichever affords greater protection to
the Employee, and the Employee shall be entitled to the protection of any
insurance policies the Company may elect to maintain generally for the benefit
of its employees, officers and directors, against all judgments, damages, claims,
liabilities, costs, charges and expenses whatsoever incurred or sustained by
him or his legal representative in connection with any action, suit or
proceeding to which he (or his legal representatives or other successors) may
be made a party by reason of his being or having been an employee, officer or
director of Isolagen or any of its subsidiaries except that Isolagen shall have
no obligation to indemnify the Employee for liabilities resulting from conduct
of the Employee with respect to which a court of competent jurisdiction has
made a final non-appealable determination that the Employee would not, by law,
be entitled to indemnity.


 


8.             Litigation
Expenses.  In the event of any
litigation or other proceeding between the Company and the Employee with
respect to the subject matter of this Agreement and the enforcement of the
rights hereunder and such litigation or proceeding results in final judgment or
order in favor of the Employee, which judgment or order is substantially
inconsistent with the positions asserted by the Company in such litigation or
proceeding, the losing party shall reimburse the prevailing party for all of
his/its reasonable costs and expenses relating to such litigation or other
proceeding, including, without limitation, his/its reasonable attorneys’ fees
and expenses.


 


9.             Consolidation;
Merger; Sale of Assets; Change of Control. 
Nothing in this Agreement shall preclude the Company from combining,
consolidating or merging with or into, transferring all or substantially all of
its assets to, or entering into a partnership or joint venture with, another corporation
or other entity, or effecting any other kind of corporate combination provided
that the corporation resulting from or surviving such combination,
consolidation or merger, or to which such assets are transferred, or such
partnership or joint venture expressly assumes in writing this Agreement and
all obligations and undertakings of the Company hereunder.  Upon such a consolidation, merger, transfer of
assets or formation of such partnership or joint venture, this Agreement shall
inure to the benefit of, be assumed by, and be binding upon such resulting or
surviving transferee corporation or such partnership or joint venture, and the
term “Company,” as used in this Agreement, shall mean such corporation,
partnership or joint venture or other entity, and this Agreement shall continue
in full force and effect and shall entitle the Employee and his heirs,
beneficiaries and representatives to exactly the same compensation, benefits, perquisites,
payments and other rights as would have been their entitlement had such combination,
consolidation, merger, transfer of assets or formation of such partnership or
joint venture not occurred.  Nothing in
this Section shall limit the Employee’s right to terminate this Agreement
for “Good Reason.”


 


10.           Survival
of Obligations.  Sections 4, 5, 6,
7, 8, 9, 10, 11, 12 and 14 shall survive the termination for any
reason of this Agreement (whether such termination is by the Company, by the
Employee, upon the expiration of this Agreement or otherwise).


 


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11.           Employee’s
Representations.  The Employee hereby
represents and warrants to the Company that (i) the execution, delivery
and performance of this Agreement by the Employee do not and shall not conflict
with, breach, violate or cause a default under any material contract, agreement,
instrument, order, judgment or decree to which the Employee is a party or by
which he is bound, (ii) the Employee is not a party to or bound by any
employment agreement, noncompete agreement or confidentiality agreement with
any other person or entity and (iii) upon the execution and delivery of this
Agreement by the Company, this Agreement shall be the valid and binding
obligation of the Employee, enforceable in accordance with its terms.  The Employee hereby acknowledges and
represents that he has consulted with legal counsel regarding his rights and
obligations under this Agreement and that he fully understands the terms and
conditions contained herein.


 


12.           Company’s
Representations.  The Company hereby
represents and warrants to the Employee that (i) the execution, delivery
and performance of this Agreement by the Company do not and shall not conflict
with, breach, violate or cause a default under any material contract, agreement,
instrument, order, judgment or decree to which the Company is a party or by
which it is bound and (ii) upon the execution and delivery of this
Agreement by the Employee, this Agreement shall be the valid and binding
obligation of the Company, enforceable in accordance with its terms.


 


13.           Enforcement.
 Because the Employee’s services are
unique and because the Employee has access to confidential information concerning
the Company, the parties hereto agree that money damages may not be an adequate
remedy for any breach of this Agreement. 
Therefore, in the event of a breach or threatened breach of this
Agreement that cannot be compensated with monetary damages, the Company may, in
addition to other rights and remedies existing in its favor, apply to any court
of competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce, or prevent any violations of, the provisions hereof.


 


14.           Severability.
 In case any one or more of the
provisions or part of a provision contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect in any
jurisdiction, such invalidity, illegality or enforceability shall be deemed not
to affect any other jurisdiction or any other provision or part of a provision
of this Agreement, nor shall such invalidity, illegality or unenforceability
affect the validity, legality or enforceability of this Agreement or any
provision or provisions hereof in any other jurisdiction; and this Agreement shall
be reformed and construed in such jurisdiction as if such provision or part of
a provision held to be invalid or illegal or unenforceable had never been
contained herein and such provision or part reformed so that it would be valid,
legal and enforceable in such jurisdiction to the maximum extent possible.  In furtherance and not in limitation of the
foregoing, the Company and the Employee each intend that the covenants contained
in Sections 5 and 6 shall be deemed to be a series of separate
covenants.  If, in any judicial
proceeding, a court shall refuse to enforce any of such separate covenants,
then such unenforceable covenants shall be deemed eliminated from the provisions
hereof for the purpose of such proceedings to the extent necessary to permit the
remaining separate covenants to be enforced in such proceedings.  If, in any judicial proceeding, a court shall
refuse to enforce any one or more of such separate covenants because the total
time, scope or area thereof is deemed to be excessive or unreasonable, then it
is the intent of the parties hereto that such covenants, which would otherwise
be unenforceable due to


 


10





















 


such excessive or
unreasonable period of time, scope or area, be enforced for such lesser period
of time, scope or area as shall be deemed reasonable and not excessive by such
court.


 


15.           Entire
Agreement; Amendment.  This Agreement
contains the entire agreement between the Company and the Employee with respect
to the subject matter hereof, and it supersedes any previous employment
agreement between the Employee and the Company.  This Agreement may not be amended, waived,
changed, modified or discharged except by an instrument in writing executed by
or on behalf of the party against whom enforcement of any amendment, waiver, change,
modification or discharge is sought.  No
course of conduct or dealing shall be construed to modify, amend or otherwise
affect any of the provisions hereof.


 


16.           Notices.
 All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if physically delivered, delivered by express mail or other
expedited service or upon receipt if mailed, postage prepaid, via registered
mail, return receipt requested, addressed as follows:


 


	
  (a)

  	
  To the Company:

  	
   

  	
  (b)

  	
  To the Employee:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Isolagen, Inc.

  	
   

  	
   

  	
  Frank DeLape

  
	
   

  	
  102 Pickering Way

  	
   

  	
   

  	
  700 Gemini

  
	
   

  	
  Exton, Pennsylvania
  19341

  	
   

  	
   

  	
  Suite 100

  
	
   

  	
  Facsimile:

  	
   

  	
   

  	
   

  	
   

  	
  Houston, Texas 77058

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile: 281-488-5353

  
	
   

  	
  With a copy to:

  	
   

  	
   

  	
   

  
	
   

  	
    Susan
  Ciallella, Esq.

  	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  	
   

  	
  Jonathan B. Newton

  
	
   

  	
   

  	
   

  	
   

  	
  Baker &
  McKenzie

  
	
   

  	
   

  	
   

  	
   

  	
  711 Louisiana Street,
  Suite 3400

  
	
   

  	
   

  	
   

  	
   

  	
  Houston, Texas 77002

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile: 713-427-5099

  
							



 


and/or to such other
persons and addresses as any party shall have specified in writing to the
other.


 


17.           Assignability.  This Agreement shall not be assignable by
either party and shall be binding upon, and shall inure to the benefit of, the
heirs, executors, administrators, legal representatives, successors and assigns
of the parties.  In the event that all or
substantially all of the business of the Company is sold or transferred, then
this Agreement shall be binding on the transferee of the business of the
Company whether or not this Agreement is expressly assigned to the transferee.


 


18.           Governing
Law.  This Agreement shall be
governed by and construed under the laws of the State of Texas without regard
to conflict of laws principles.


 


11





















 


19.           Waiver
and Further Agreement.  Any waiver of
any breach of any terms or conditions of this Agreement shall not operate as a
waiver of any other breach of such terms or conditions or any other term or
condition, nor shall any failure to enforce any provision hereof operate as a waiver
of such provision or of any other provision hereof.  Each of the parties hereto agrees to execute
all such further instruments and documents and to take all such further action
as the other party may reasonably require in order to effectuate the terms and
purposes of this Agreement.


 


20.           Headings
of No Effect.  The paragraph headings
contained in this Agreement are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement.


 


21.           No
Mitigation; No Offset.  In the event
of any termination of employment under Section 4 of this Agreement,
the Employee shall be under no obligation to seek other employment and there
shall be no offset against amounts due the Employee under this Agreement on
account of any remuneration attributable to any subsequent employment or
self-employment that he may obtain.


 


12





















 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement effective as of the
date first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ISOLAGEN TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ralph V. De Martino

  	
   

  
	
   

  	
  Name:

  	
  RALPH V. DE MARTINO

  	
   

  
	
   

  	
  Title:

  	
  Lead Independent Director &

  	
   

  
	
   

  	
   

  	
  Member, Compensation Committee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Frank DeLape

  
							



 





















 


Schedule A