EXHIBIT
      10.20

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Agreement by and between Keryx
      Biopharmaceuticals, Inc.
      ("Keryx"), a Delaware corporation having an address at 750 Lexington Avenue,
      New
      York, New York 10022, and Ronald
      C. Renaud,
      Jr., an
      individual residing at 19 Radcliffe Road, Wellesley, MA 02482
      (“Renaud”).

    


    WITNESSETH:

    


    WHEREAS,
      the Corporation desires to employ Renaud and Renaud desires to be employed
      by
      the Corporation as Senior Vice President, Chief Financial Officer and Treasurer
      of Keryx, all pursuant to the terms and conditions hereinafter set
      forth;

    


    NOW
      THEREFORE, in consideration of the foregoing and the mutual promises and
      covenants herein contained, it is agreed as follows:

    


    1. EMPLOYMENT
      DUTIES

    


    (a) Keryx
      hereby engages and employs Renaud, and Renaud accepts engagement and employment,
      as Senior Vice President, Chief Financial Officer and Treasurer of Keryx, to
      direct, supervise and have responsibilities for the financial affairs and
      investor relations of Keryx and for any other appropriate areas and tasks which
      may be assigned to him. Renaud will devote his entire business time, energy,
      abilities and experience to the performance of his duties, effectively and
      in
      good faith. Further, during the Term, Renaud shall not render services as an
      employee, consultant or otherwise, whether or not during regular business hours,
      for pay to any other party other than the Corporation without the written
      permission of the Chief Executive Officer. Renaud acknowledges and agrees that
      the performance by Renaud of his duties hereunder may require significant
      domestic and international travel by Renaud. 

    


    (b) 
      Renaud
      understands and agrees that he will not be required to relocate from the Boston
      area to the New York City area but that he will be required to spend a
      substantial portion of his time in the New York City office.

     

    2. TERM

    


    This
      Agreement shall commence on February 14, 2006 (the “Effective Date”) and shall
      continue unless sooner terminated as hereinafter provided in Paragraph 8 (the
      “Term”).

     

    3. COMPENSATION

    


    (a) As
      compensation for the performance of his duties on behalf of Keryx, Renaud shall
      be compensated as follows:

    


    (i) Base
      Salary and Annual Increases. Renaud
      shall receive an annual gross base salary of two hundred and seventy-five
      thousand dollars ($275,000) per year (the “Base Salary”) payable in accordance
      with the Corporation’s payroll policies and subject to standard payroll
      deductions and withholdings; provided that Renaud’s Base Salary shall be
      increased annually in accordance with corporate policy but no less than the
      increase in the Consumer Price Index (Bureau of Labor Statistics Consumer Price
      Index for All Urban Consumers (CPI-U) all items index, New
      York-Northern New Jersey-Long Island, NY-NJ-CT-PA) announced for the previous
      calendar year.

     

    
      
        
        

      

      
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    (ii) Bonus.
      Renaud
      shall be entitled to an annual performance bonus of up to 50% of the Base Salary
      (the “Performance Bonus”) based on annual target performance objectives to be
      agreed upon by the Corporation’s Chief Executive Officer (the “CEO”) and Renaud
      on or before the December 15 immediately preceding fiscal year for which the
      Performance Bonus shall be applicable, except for the annual target performance
      objectives in the first year of this agreement, which shall be agreed upon
      on or
      before March 31. Bonuses are paid in accordance with the Corporations bonus
      policy (typically in March of the year following the year in which the bonus
      is
      earned) and Renaud must be an employee of the Corporation when the bonus is
      paid
      to be entitled to receive a bonus. 

    


    (iii) Options.
      Renaud
      shall receive options (the “Options”) to purchase shares of common stock of the
      Corporation as outlined on Exhibit B. From time to time, at the discretion
      of
      the Board of Directors, you may be eligible for additional stock option grants.
      Notwithstanding anything to the contrary, the 166,667 time-vesting Options
      described in Exhibit B will all accelerate and vest upon your termination
      without Cause, your resignation for a Good Reason, a Change in Control or a
      Qualified Change in Control (as those latter terms are defined in Exhibit A).
      Additionally, upon a Change in Control, you shall also vest on 111,111 Options
      which are to vest on the First Milestone Event as described in Exhibit B.


    


    (iv) Restricted
      Stock. Renaud
      shall receive 100,000 restricted shares (the “Restricted Shares”) of common
      stock of the Corporation. Fifty-thousand (50,000) of such Restricted Shares
      shall vest in three equal installments on the first, second and third
      anniversary of the Effective Date, assuming Renaud is an employee on such date.
      Notwithstanding anything to the contrary, the Restricted Shares will all
      accelerate and vest upon your termination without Cause, your resignation for
      a
      Good Reason, a Change in Control or a Qualified Change in Control. The remaining
      fifty-thousand (50,000) of such Restricted Shares shall vest upon the occurrence
      of a Qualified Change in Control as defined in Exhibit A, assuming Renaud is
      an
      employee on such date or has been terminated without Cause or resigned for
      a
      Good Reason, in anticipation of, or within 12 months following a Qualified
      Change in Control.

    


    (b) Expenses.
      Keryx
      shall reimburse Renaud for all normal, usual and necessary expenses incurred
      by
      Renaud in furtherance of the business and affairs of Keryx, including travel
      and
      entertainment, against receipt by Keryx of appropriate vouchers or other proof
      of Renaud's expenditures and otherwise in accordance with such Expense
      Reimbursement Policy as may from time to time be adopted by the Board of
      Directors of Keryx.

    


    (c) Annual
      Leave and Holidays. Renaud
      shall be entitled during the first calendar year (2006) of this Agreement to
      fifteen (15) business days of leave, thereafter Renaud shall be entitled to
      twenty (20) business days of leave per calendar year. Any leave not taken in
      a
      particular calendar year will be forfeited and not carried forward into the
      next
      calendar year. In addition, Renaud shall be entitled to those holidays set
      forth, from time to time, by the Company.

    


    (d) Employee
      Benefits. 
      During
      the Term of his employment, Renaud shall be entitled to participate in all
      employee and fringe benefit plans and programs generally offered to other
      members of the Corporation’s management who are similarly situated, including,
      without limitation, any pension, profit sharing, incentive, retirement,
      insurance, health and disability benefits and plans, to the extent that Renaud
      is eligible under and subject to the provisions of such plans. The Corporation
      reserves its right to modify or terminate any of its employee and fringe benefit
      plans and programs at any time.

     

    
      
        
        

      

      
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    4. REPRESENTATIONS
      AND WARRANTIES BY RENAUD AND KERYX

    


    (a) Renaud
      hereby represents and warrants to Keryx as follows:

    


    (i)
       Neither
      the execution and delivery of this Agreement nor the performance by Renaud
      of
      his duties and other obligations hereunder violate any statute, law,
      determination or award, or conflict with or constitute a default under (whether
      immediately, upon the giving of notice or lapse of time or both) any prior
      employment agreement, contract, or other instrument to which Renaud is a party
      or by which he is bound (other than his obligation to provide JP Morgan
      Securities, Inc., with thirty (30) days notice of resignation).

    


    (ii) Renaud
      has the full right, power and legal capacity to enter and deliver this Agreement
      and to perform his duties and other obligations hereunder. This Agreement
      constitutes the legal, valid and binding obligation of Renaud enforceable
      against him in accordance with its terms. No approvals or consents of any
      persons or entities are required for Renaud to execute and deliver this
      Agreement or perform his duties and other obligations hereunder, except for
      the
      consent of JP Morgan Securities, Inc., to waive its right to receive thirty
      (30)
      days notice of resignation.

    


    (b) Keryx
      hereby represents and warrants to Renaud as follows:

    


    (i) Keryx
      is
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware, with all requisite corporate power and authority to own
      its
      properties and conduct its business in the manner presently
      conducted.

    


    (ii) Keryx
      has
      the full power and authority to enter into this Agreement and to incur and
      perform its obligations hereunder.

    


    (iii) The
      execution, delivery and performance by Keryx of this Agreement does not conflict
      with or result in a material breach or violation of or constitute a material
      default under (whether immediately, or upon the giving of notice or lapse of
      time or both) the certificate of incorporation or by-laws of Keryx, or any
      agreement or instrument to which Keryx is a party or by which Keryx or any
      of
      its properties may be bound or affected.

    


    5. CONFIDENTIAL
      INFORMATION

    


    Renaud
      agrees to sign and comply with the Corporation’s Proprietary Information and
      Inventions Agreement, annexed hereto as Attachment A.

    


    6. NON-COMPETITION

    


    (a) Renaud
      understands and recognizes that his services to Keryx are special and unique
      and
      agrees that, during the Term, and for a period of 12 months from the date of
      termination of his employment hereunder, he shall not in any manner, directly
      or
      indirectly, on behalf of himself or any person, firm, partnership, joint
      venture, corporation or other business entity ("Person"), enter into or engage
      in any business “Directly Competitive” with Keryx's business, either as an
      individual for his own account, or as a partner, joint venturer, treasurer,
      agent, consultant, salesperson, employee, officer, director or shareholder
      of a
      Person operating or intending to operate within the area that Keryx is, at
      the
      date of termination, conducting its business (the "Restricted Businesses");
      provided, however, that nothing herein will preclude Renaud from holding one
      percent (1%) or less of the stock of any publicly traded corporation. For a
      business to be Directly Competitive, it would have to be developing a drug
      in
      the same class and for the same indication. For example, a company developing
      a
      GAG for Diabetic Nephropathy would be considered Directly Competitive by this
      clause, however, a company developing a GAG for another disease or developing
      a
      drug other than a GAG for Diabetic Nephropathy would not be deemed Directly
      Competitive.

     

    
      
        
        

      

      
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    (b) In
      the
      event that Renaud breaches any provisions of this Section 6 or there is a
      threatened breach, then, in addition to any other rights which Keryx may have,
      Keryx shall be entitled, without the posting of a bond or other security, to
      injunctive relief to enforce the restrictions contained herein. In the event
      that an actual proceeding is brought in equity to enforce the provisions of
      this
      Section 6, Renaud shall not argue as a defense that there is an adequate remedy
      at law nor shall Keryx be prevented from seeking any other remedies that may
      be
      available.

    


    7. NON-SOLICITATION
      AND NON-INTERFERENCE

    


    During
      the Term, and for 12 months thereafter, Renaud shall not, directly or
      indirectly, without the prior written consent of Keryx:

    


    (a) solicit
      or induce any employee of Keryx or any subsidiary, parent, affiliate or
      successor (“Affiliate”) of Keryx to leave the employ of Keryx or any Affiliate
      or hire for any purpose any employee of Keryx or any Affiliate or any employee
      who has left the employment of Keryx or any Affiliate within six months of
      the
      termination of said employee's employment with Keryx; or

    


    (b) interfere
      with or disrupt or attempt to disrupt Keryx's or its Affiliates’ business
      relationship with any of their partners, service providers, clients, customers
      and/or suppliers. 

    


    8. TERMINATION

    


    (a) Either
      party may terminate Renaud’s employment with the Corporation without cause and
      without Good Reason at any time upon ninety (90) days’ notice, provided, however
      that if such termination occurs without Cause in the first nine (9) months
      following the Effective Date, the Corporation shall pay Renaud his full salary
      and benefits until the first anniversary of the Effective Date. The Corporation
      shall have the right, in its sole discretion, to require Renaud to continue
      working for the Corporation during the notice period. If Renaud is terminated
      by
      the Corporation without Cause, or if he resigns for a Good Reason, the Options
      shall remain exercisable until the earlier of: (i) 2 years following such
      termination and (ii) for the full term of such Options.

    


    (b)
      If
      Renaud’s employment is terminated in anticipation of or within 12 months
      following a “Qualified Change in Control” then Renaud shall be entitled to: (I)
      a lump-sum payment equal to: (i) two (2) year’s Base Salary; (ii) any earned and
      unpaid bonus as of the date of termination; and (iii) any incurred and unpaid
      expenses, and (II) immediate vesting of all remaining unvested stock options
      and
      Restricted Shares. Additionally, regardless of such termination, your stock
      options shall remain exercisable until the earlier of: (i) 2 years following
      such termination and (ii) for the full term of such options.

    


    (c)
      Such
      payment, vesting and extension of exercisability provisions contained in 8(a)
      and 8(b), shall be conditioned on the execution by Renaud of a waiver and
      release of claims substantially in the form set forth in Attachment B, attached
      hereto.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) In
      the
      event Renaud’s employment is terminated by his death or disability, he shall be
      entitled to continue to receive his base salary for three (3) months following
      his last day of actual employment by the Corporation. (For purposes of this
      section, “disability” shall be deemed to have occurred if Renaud is unable, due
      to any physical or mental disease or condition, to perform his normal duties
      of
      employment for 120 consecutive days or 180 days in any twelve-month period.
      In
      addition, the Board of Directors shall take the necessary steps so that the
      period during which the Employee shall be permitted to exercise such Options
      shall be extended to the earlier of: (A) two (2) years from the effective date
      of his termination and (B) the expiration date of such Options. Should the
      Employee’s employment be terminated as a result of his death, the benefits
      granted herein, shall be granted instead to his lawful heir or heirs. In either
      case (disability or death), extended exercise of the options will only be
      granted if Renaud or, in the case of his death, his legal successor, together
      with his lawful heir or heirs, execute a waiver and release of claims
      substantially in the form set forth in Attachment B hereto.

    


    (e) “Cause.”
      Notwithstanding the foregoing, the Corporation may terminate Renaud immediately
      and without prior notice (for “Cause’) in the following circumstances: (a) a
      material breach of Renaud’s obligations and/or warranties pursuant to Sections
      4(a), 5, 6 and/or 7; (b) a material breach by Renaud of any other provision
      of
      this Agreement, which is not cured by Renaud within fifteen (15) days after
      receiving notice thereof from the Corporation containing a description of the
      breach or breaches alleged to have occurred; (c) the habitual neglect or gross
      failure by Renaud to adequately perform the duties of his position; (d) any
      act
      of moral turpitude or criminal action connected to his employment with the
      Corporation or his place of employment; or (e) Renaud’s repetitive refusal to
      comply with or his violation of lawful instructions of the Chief Executive
      Officer or the Board of Directors, unless cured within 15 days after receiving
      notice thereof.

    


    (f)  “Good
      Reason”. Notwithstanding the foregoing, Renaud may resign for a “Good Reason” in
      the following circumstances: (A) a material diminution in his duties, or the
      assignment to him of duties materially inconsistent with his authority,
      responsibilities and reporting requirements as set forth in Section 1 of this
      Agreement; or (B) a material breach by the Corporation of its obligations to
      you
      under the terms of this Agreement.
      Anything hereinabove to the contrary notwithstanding, in the event you elect
      to
      terminate your employment for Good Reason, you agree to provide the Corporation
      with thirty (30) days prior written notice of your intent to leave the Firm
      and
      the alleged condition or breach constituting Good Reason. In the event the
      Corporation cures such condition or breach within thirty (30) days following
      receipt of such notice, any such termination based on such alleged breach or
      condition shall not be considered a termination by you for Good
      Reason.

    


    (g) In
      the
      event that Renaud’s employment has been terminated in accordance with Section
      8(e), above, Renaud shall not be entitled to receive any of the benefits set
      forth in Section 8(a) or (b), above. 

    


    9. INDEMNIFICATION

    


    The
      Corporation shall take whatever steps are necessary to establish a policy of
      indemnifying its officers, including, but not limited to Renaud, for all actions
      taken in good faith in pursuit of their duties and obligations to the
      Corporation. Such steps shall include, but shall not necessarily be limited
      to,
      the obtaining of an appropriate level of Directors and Officers Liability
      coverage.

     

    
      
        
        

      

      
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    10.
       NOTICES

    


    Any
      notice or other communication under this Agreement shall be in writing and
      shall
      be deemed to have been given when delivered personally against receipt thereof;
      two (2) business days after being sent by Federal Express or similar
      internationally recognized courier service; or seven (7) business days after
      being mailed registered or certified mail, postage prepaid, return receipt
      requested, to either party at the address set forth above, and to 

    


    Steven
      Eckhaus

    McCarter
      & English LLP

    245
      Park
      Avenue

    New
      York,
      NY 10167

    


    or
      to
      such other address as such party shall give by notice hereunder to the other
      party.

    


    11.
       SEVERABILITY
      OF PROVISIONS

     

    If
      any
      provision of this Agreement shall be declared by a court of competent
      jurisdiction to be invalid, illegal or incapable of being enforced in whole
      or
      in part, the remaining conditions and provisions or portions thereof shall
      nevertheless remain in full force and effect and enforceable to the extent
      they
      are valid, legal and enforceable, and no provision shall be deemed dependent
      upon any other covenant or provision unless so expressed herein.

    


    12.
       ENTIRE
      AGREEMENT; MODIFICATION

    


    This
      Agreement contains the entire agreement of the parties relating to the subject
      matter hereof, and the parties hereto have made no agreements, representations
      or warranties relating to the subject matter of this Agreement that are not
      set
      forth herein. No modification of this Agreement shall be valid unless made
      in
      writing and signed by the parties hereto.

    


    13. BINDING
      EFFECT

    


    The
      rights, benefits, duties and obligations under this Agreement shall inure to,
      and be binding upon, Keryx, its successors and assigns, including in the event
      of a change of control of Keryx by way of a merger, acquisition of, or a
      majority investment in Keryx, and upon Renaud and his legal representatives.
      This Agreement constitutes a personal service agreement, and the performance
      of
      Renaud's obligations hereunder may not be transferred or assigned by Renaud.
      

    


    14. NON-WAIVER

    


    The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and said terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.

    


    15.
       GOVERNING
      LAW

    


    This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of New York without regard to principles of
      conflicts of law. Additionally, the prevailing party in any litigation shall
      be
      entitled to an additional award of its attorney fees, cost and
      expenses.

     

    
      
        
        

      

      
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    16. REMEDIES
      FOR BREACH

    


    Renaud
      understands and agrees that any breach of Sections 4(a) 5, 6 and/or 7 of this
      Agreement by him could cause irreparable damage to Keryx and to the Affiliates,
      and that monetary damages alone would not be adequate and, in the event of
      such
      breach, Keryx shall have, in addition to any and all remedies of law, the right
      to an injunction, specific performance or other equitable relief to prevent
      or
      redress the violation of Keryx's rights under such Sections.

    


    17. LEGAL
      REPRESENTATION

    


    The
      Corporation shall reimburse Renaud up to $7,500 for legal costs associated
      with
      the review and execution of this Agreement.

     

    17. HEADINGS

    


    The
      headings of paragraphs are inserted for convenience and shall not affect any
      interpretation of this Agreement.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    
      
        	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	By:  	/s/ Ronald
                C. Renaud, Jr.
	 	
                
Name:
                Ronald C. Renaud, Jr.
	 	 


      

      
        	
              	 	 
	 	KERYX
                BIOPHARMACEUTICALS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Michael
                S. Weiss
	 	
                
                  

                

                Name: Michael
                  S. Weiss.

                Title: Chairman and Chief Executive
                  Officer

              


      



     

    
      
        
        

      

      
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    Exhibit
      A

    


    Certain
      Definitions

    


    A
      “Change
      in Control,”
shall
      mean either: (i) a Merger (as defined below), except for a transaction the
      principal purpose of which is to change the State of incorporation, (ii) the
      sale, transfer or other disposition of all or substantially all of the assets
      of
      the Corporation; or (iii) any other corporate reorganization or business
      combination (including, but not limited to, a merger in which the Corporation
      is
      the surviving entity) in which more than fifty percent (50%) of the
      Corporation’s then outstanding voting stock is transferred to different holders
      in a single transaction or a series of related transactions.

     

    A
      “Merger”
shall
      mean a merger or consolidation of the Corporation with any other corporation
      or
      entity, other than a merger or consolidation which would result in the voting
      securities of the Corporation outstanding immediately prior thereto continuing
      to represent (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) more than fifty (50%) percent of the total
      voting power represented by the voting securities of the Corporation or such
      surviving entity outstanding immediately after such merger or
      consolidation.

     

    A
      “Qualified
      Change in Control”
shall
      mean a “change in control”, which places a value on the Corporation of in excess
      of $1.5 billion.

     

    
      
        
        

      

      
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    Exhibit
      B

     

    The
      Corporation will grant Renaud options (the “Options”) to purchase a total of
      500,000 shares of the common stock of the Corporation (the “Initial Grant”) at
      an exercise price equal to the closing price of the Corporation’s Common Stock
      on Nasdaq on the trading day prior to the start of Renaud’s employment (the
“Exercise Price”), which options shall be exercisable, only after vesting, for a
      period of ten (10) years from the date of issuance. Renaud's Options will be
      granted under the Corporation's 2004 Long-Term Incentive Plan (the "Plan")
      and
      will be subject to the terms and conditions thereof, including any stock option
      agreement entered into by Renaud and the Corporation thereunder; provided,
      however, that if any provisions of this Agreement are inconsistent with the
      terms and conditions of the Plan and any such stock option agreement, the terms
      of this Agreement shall control. In accordance with the Plan, should any change
      be made to the Common Stock by reason of any stock split, stock dividend,
      extraordinary cash dividend, recapitalization, combination of shares, exchange
      of shares or other change affecting the outstanding Common Stock as a class
      without the Corporation’s receipt of consideration, appropriate adjustments
      shall be made to (A) the total number and/or class of securities subject to
      such
      options and (B) the Exercise Price in order to reflect such change and thereby
      preclude a dilution or enlargement under such options. The Initial Grant shall
      vest as follows (provided that Renaud is employed as a service provider (as
      defined in the plan) on the date of vesting): 

     

    
      	 	
              (A)

            	
              55,556
                after twelve months of employment; 

            


    

     

    
      	 	
              (B)

            	
              13,889
                after fifteen months of employment;

            


    

     

    
      	 	
              (C)

            	
              13,889
                after eighteen months of
                employment;

            


    

     

    
      	 	
              (D)

            	
              13,889
                after twenty one months of
                employment;

            


    

     

    
      	 	
              (E)

            	
              13,889
                after twenty four months of
                employment;

            


    

     

    
      	 	
              (F)

            	
              13,889
                after twenty seven months of
                employment;

            


    

     

    
      	 	
              (G)

            	
              13,889
                after thirty months of employment;

            


    

     

    
      	 	
              (H)

            	
              13,889
                after thirty three months of
                employment;

            


    

     

    
      	 	
              (I)

            	
              13,888
                after thirty six months of employment;


            


    

     

    
      	 	
              (J)

            	
              333,333
                after seven (7) years, provided that he is employed by the Corporation
                on
                such date . 

            


    

     

    (i) The
      exercisability of 111,111 of these options shall be accelerated in full upon
      the
      occurrence of the earlier of:

     

    (a)
      the
      Corporation achieving a total market capitalization on a fully diluted basis
      of
      more than $1 billion, as determined utilizing the following formula (the “Market
      Capitalization Formula”): fully diluted shares (including shares attributable to
      all options, warrants, other purchase rights and convertible securities, and
      including shares held by affiliates (collectively “market capitalization
      shares”)) multiplied by the three consecutive trading day average of the closing
      price of its common stock as reported by Nasdaq (or such other exchange as
      such
      shares are then listed or in the good-faith determination of the board, if
      not
      then listed or quoted) plus long-term debt (as set forth in the most recent
      financial statements of the Corporation) minus Working Capital (as defined
      below) and minus the aggregate exercise price of all options and warrants
      included in the market capitalization shares; or

     

    
      
        
        

      

      
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    (b)
      the
      Corporation possessing at least $150 million in Working Capital (which shall
      mean as of any date, (1) the current assets plus investment securities or
      similar asset which have maturities in excess of 12 months minus (2) current
      liabilities) (the occurrence of either of the items in J(i)(a) and (b) being
      referred to as the “First Milestone Event”).

     

    (ii)
      The
      exercisability of 111,111 of these options shall be accelerated in full upon
      the
      occurrence of the earlier of:

     

    (a)
      the
      Corporation achieving a total market capitalization on a fully diluted basis
      of
      more than $2 billion, as determined utilizing the Market Capitalization Formula
      ; or

     

    (b)
      the
      Corporation possessing at least $250 million in Working Capital (the occurrence
      of either of the items in (J)(ii)(a) and (b) being referred to as the “Second
      Milestone Event”).

     

    (iii)
      The
      exercisability of 111,111 of these options shall be accelerated in full upon
      the
      occurrence of the earlier of:

     

    (a)
      the
      Corporation achieving a total market capitalization on a fully diluted basis
      of
      more than $3 billion, as determined utilizing the Market Capitalization Formula
      ; or

     

    (b)
      the
      Corporation possessing at least $350 million in Working Capital (the occurrence
      of either of the items in (J)(iii)(a) and (b) being referred to as the “Third
      Milestone Event”).

     

    
      
        
        

      

      
        11