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                                                                   Exhibit 10.11

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


         THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") entered
into at Beachwood, Ohio, this 1st day of February 2002, by and between EMPYREAN
BIOSCIENCE, INC. (the "Company") and BRENDA K. BROWN ("Employee") amends the
EMPLOYMENT AGREEMENT, dated July 9, 2001 between the parties, as heretofore
amended (the "Agreement").

         1.       The following paragraph shall be added to the end of Section 2
                  of the Agreement:

                  Notwithstanding the foregoing, in the event and at anytime
         from and after and during the continuation of any failure by the
         Company to pay to Employee, when due, any amount(s) due Employee
         pursuant to Section 3.1 (including any increases made in the rate
         thereof), 3.3 or 3.4 of this Agreement, or to maintain in continuous
         full force and effect, each fringe benefit contemplated by Section 3.2.

                  (i)      Employee shall be entitled to reduce the "working
                           time" which Employee is obligated to devote to the
                           Company to an amount of time commensurate with the
                           actual compensation paid and benefits provided to
                           Employee by Company under the aforementioned
                           Sections, and further, that the "best efforts" which
                           Employee shall be obligated to make on behalf of the
                           Company shall be limited to those which can be
                           performed within such reduced time. Any activities
                           Employee may pursue during such "working time" which
                           Employee is no longer obligated to devote to the
                           Company shall be subject to the provisions of Section
                           5. Employee's reduction of Company "working time" in
                           reliance upon this paragraph shall not affect in any
                           way the benefits package (or any individual
                           benefits), incentive compensation (except to the
                           extent Employee's entitlement thereto may be based on
                           hours worked, Company financial results or other
                           performance criteria), and stock options to which
                           Employee is entitled pursuant to Sections 3.2, 3.4
                           and 3.5, respectively, of this Agreement. Further,
                           Company acknowledges and agrees that any exercise by
                           Employee of the foregoing right to reduce Employee's
                           Company "working time" shall not constitute a waiver
                           by Employee of any breach by the Company of any of
                           its obligations to Employee under Section 3, and
                           Employee remains entitled to all remedies available
                           for such breaches including, without limitation, the
                           right, at anytime after such reduction and prior to
                           the Company's cure of such breaches to make the
                           election permitted by clause (ii) of this paragraph;
                           and


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                  (ii)     Employee may elect by written notice to the Company
                           that such failure constitute and be treated as a
                           "termination without cause" (by the Company within
                           the meaning of Section 4.2 of this Agreement and all
                           other purposes hereunder, effective as of the date of
                           the giving of such notice; provided that Employee has
                           theretofore previously notified the Company in
                           writing of Employee's intention that such failure be
                           so treated and such failure remains uncured thirty
                           (30) days after the giving of such prior notice; and
                           provided further, that any such election by Employee
                           shall not limit Employee's right to pursue all
                           remedies available for all such failures.

         2.       The following paragraph shall be added to the Agreement as a
                  new Section 5.9:

                  Notwithstanding the foregoing provisions of this Section 5,
         if, at any time from and after the Commencement Date, a proposal or
         business opportunity (whether or not related to the Business) is
         presented to the Board of Directors, and the Board of Directors rejects
         or otherwise determines not to pursue such proposal or business
         opportunity, then Employee shall have the right to pursue such proposal
         or business opportunity for Employee's own individual, direct or
         indirect account and benefit and, if Employee shall elect to do so,
         shall not be deemed to be, or otherwise be subject to any claim that
         such conduct is, a breach or otherwise in violation of Section 5 or any
         other provision of this Agreement; provided that Employee shall
         continue to be subject to and obligated to observe the requirements of
         Section 5.1. Nor shall any information relating to such proposal or
         business opportunity rejected or not pursued by the Board of Directors
         be deemed Trade Secrets of the Company within the meaning of Section
         5.1. Further, notwithstanding anything to the contrary in Section 5.4
         or 5.5, the Company shall not have or be entitled to any right, title
         or interest in or to or to the use of any products, devices,
         inventions, discoveries, concepts, methods, techniques, formulas or
         ideas conceived or made by Employee outside the "working time" which
         Employee is obligated hereunder to devote to the Business of the
         Company and without the use of assistance of the Company's facilities,
         materials or personnel, including, without limitation, any of the
         foregoing conceived or made by Employee in connection with any
         non-Company activities in which Employee may engage pursuant to the
         second paragraph of Section 2 or this Section 5.9.

         3.       Except for and subject to the addition of the foregoing
                  provisions, the parties hereby confirm, acknowledge and agree
                  that the Agreement shall continue in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
         multiple counterparts at the place and as of the date and year first
         above written.



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                                         EMPYREAN BIOSCIENCE, INC.  (Company)




                                         By:
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                                                  Lawrence D. Bain, Chairman

                                         EMPLOYEE



                                          --------------------------------------
                                                    Brenda K. Brown


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