EMPLOYMENT
AGREEMENT





This
Employment
Agreement (the “Agreement”)
is entered into on this 17th day of March 2008 and is effective as of August 29,
2006 (the “Effective
Date”), by and between Ellen R. Hoffing (the “Executive”)
and Applied NeuroSolutions, Inc. (the “Company”).




On August
29, 2006, in connection with the approval by the Company’s Board of Directors
(the “Board”) of the employment of the Executive as the Company’s Chief
Executive Officer and President, the Board and the Executive agreed to the terms
of her employment, which terms were disclosed by the Company in its Current
Report on Form 8-K filed on September 1, 2006 (the “Current
Report”);




The
Company desires to employ the Executive and, in connection therewith, to
compensate the Executive for Executive’s services to the Company on the terms
disclosed in the Current Report; and




The
Executive wishes to be employed by the Company and provide services to the
Company in return for certain compensation on the terms disclosed in the Current
Report.




Accordingly,
in consideration of the mutual promises and covenants contained herein, the
parties agree to the following:




1.  Employment by the
Company.




1.1  Position
and Term.Subject to the terms set
forth herein, the Company agrees to employ Executive as its President and Chief
Executive Officer, and Executive hereby accepts such
employment.  During the term of Executive’s employment with the
Company, Executive will devote Executive’s best efforts and substantially all of
Executive’s business time and attention to the business of the Company. The term
of this Agreement shall commence on August 29, 2006 (the "Effective
Date"), and shall continue from that date for three (3) years until
August 28, 2009 (the "Initial Term)unless terminated prior thereto by either the Company or the Executive as
provided in Section 6 below. If either the Company or the Executive does not
wish to renew this Agreement when it expires at the end of the Initial Term or
any renewal term as hereinafter provided, or if either the Company or the
Executive wishes to renew this Agreement on different terms than those contained
herein, the Company or Executive shall give written notice in accordance with
Section 7.1 of such intent to the other party at least sixty (60) days prior to
the expiration date. In the absence of such notice, this Agreement shall be
renewed on the same terms and conditions contained herein for a term of one (1)
year from the date of expiration. The parties expressly agree that designation
of a term and renewal provisions in this Agreement does not in any way limit the
right of the parties to terminate this Agreement at any time as hereinafter
provided. If the Company gives notice that it does not wish to renew this
Agreement on either the same or different terms under circumstances that do not
constitute “Cause” as
defined in Section 6.2(b), Executive shall be eligible for the same payments and
benefits, subject to the same terms, provided in Section
6.1.  Reference herein to the term of this Agreement or the
"Employment Term." shall refer both to the initial term and any renewal term as
the context requires.




1.2  Duties.
Executive will
report to the Board of Directors of the Company (the “Board”)
and/or such other Board committees designated by the Board, performing such
duties as are described in the Company bylaws and normally associated with her
position. Executive shall perform her duties under this Agreement principally
out of the Company’s corporate headquarters, or such other location as
agreed.  In addition, the Executive shall make such business trips to
such places as may be necessary or advisable for the efficient and profitable
operations of the Company.




1.3  Member of
the Board.  During the term of this Agreement, the Company and
the Executive shall take all reasonable action to cause Executive to be elected
to serve as a Director of the Company.




1.4  Company
Policies and Benefits.  The employment relationship between the
parties shall also be subject to the Company’s personnel policies and procedures
as they may be interpreted, adopted, revised or deleted from time to time in the
Company’s sole discretion.  The Executive will be eligible to
participate on the same basis as similarly situated employees in the Company’s
benefit plans in effect from time to time during her employment.  All
matters of eligibility for coverage or benefits under any benefit plan shall be
determined in accordance with the provisions of
the  plan.  The Company reserves the right to change, alter,
or terminate any benefit plan in its sole discretion.Notwithstanding the
foregoing, in the event that the terms of this Agreement differ from or are in
conflict with the Company’s general employment policies or practices, this
Agreement shall control. While this Agreement is in effect the Executive will be
eligible for the following benefits:




(a)  Vacation.The Executive
shall be eligible for paid vacations in accordance with and subject to the
regular policy of the Company, but in any event, no less than the aggregate of
four (4) weeks per annum.




(b)Sick
Leave.The Executive
shall be eligible for paid sick leave in accordance with and subject to the
regular policy of the Company, but in any event, no less than three (3) days of
sick leave for every ten (10) weeks of employment.




(c)  Life
Insurance.While this
Agreement is in effect, the Company will provide the Executive with life
insurance for which the Executive may designate the beneficiary or beneficiaries
in a face amount in accordance with Company policy but not less than
$150,000.




(d)  Long-Term
Disability Insurance.While this
Agreement is in effect, the Company will provide the Executive with long-term
disability insurance which provides income continuation as defined in the
company plan.




(e)  Indemnification;
Director’s and Officer’s Liability Insurance.For her acts and
omissions while performing services pursuant to this Agreement, the Company will
indemnify the Executive as permitted by applicable law and provide the Executive
with D&O insurance coverage in accordance with coverage approved by and
provided to all officers and  members of the Board.









2.
            Compensation.




2.1  Salary.  Executive
shall receive for Executive’s services to be rendered hereunder an initial
annualized base salary of $300,000.00, subject to increase and payable subject
to standard federal and state payroll withholding requirements in accordance
with Company’s standard payroll practices (“Base
Salary”). The Executive shall be eligible for an increase in Base Salary
each year during the term of this Agreement, upon annual review by the
Compensation Committee of the Board of Directors (the “Compensation
Committee”).




2.2  Bonus.  Executive
shall be eligible for an annual calendar year bonus of up to 40% of her then
current Base Salary based upon attainment of performance objectives set by the
Board, based upon recommendation by the Executive to the Compensation Committee
and by the Compensation Committee to the Board (the “Annual
Bonus”).  It shall be the Executive’s obligation to initiate
the goal setting process by making a written recommendation to the Compensation
Committee in advance of, or within the first quarter of, each fiscal year and
the Board is under no obligation to consider a bonus for the Executive should
she fail to do so. In fiscal year 2006, the Executive’s Annual Bonus eligibility
shall be pro-rated based upon her date of commencement of employment with the
Company.  The Executive shall be eligible for an increase in her
Annual Bonus opportunity each calendar year based on review and approval of the
Compensation Committee. Whether to award an Annual Bonus and the amount of
any  Annual Bonus for the Executive will be determined by the Board on
or before January 31 of the following year and any payment to Executive shall be
made on or before February 15 of that year. In the event Executive’s employment
is terminated by the Company without Cause or by the Executive with Good Reason
or due to Death or Disability prior to the end of the calendar year, she will be
eligible for a pro-rated bonus.  However if the Executive either is
terminated for Cause or Due to Discontinuance of the Business or resigns without
Good Reason prior to the end of the calendar year she is not eligible for any
bonus, prorated or otherwise.




2.3  Stock Options and Restricted
Stock.




(a)  Option
Grants.




(i) As of
August 29, 2006, the Board has granted to the Executive an option to purchase
6,000,000 shares of the Company’s common stock (such number to be subject to
adjustment for stock splits, combinations, recapitalizations and the like after
the Effective Date) pursuant and subject to  the Company’s standard
form of Stock Option Agreement (“Stock
Agreement’) between the Executive and the Company. It is noted that the
current options are not currently covered by the Company’s Stock OptionPlan (“Plan”)  and
are therefore deemed to be non-incentive options. It is not required for these
stock options to be included in the Plan. In the future the Plan may be amended
without impacting the validity of these options.  The option shall
have an exercise price per share equal to the fair market value of a share of
the Company’s common stock on the exchange on the day preceding the date of
grant.




(ii)  Subject
to continued service, and adjustment for stock splits, combinations,
recapitalizations and the like after the Effective Date, the stock options
granted to the Executive pursuant to the Stock Agreement will vest as follows:
1,000,000 of the shares will vest at the end of the sixth (6) month of
employment and the remainingshares subject to the
option will then vest in equal monthly installments each month thereafter over
the following thirty (30) months, subject to continuous servicewith the Company on such
dates.




(iii)  The
Company may, but shall not be required to, make option grants to the Executive
in addition to those contemplated by Section 2.3(a)(i) if approved by the Board
(or Compensation Committee thereof).  Executive agrees to execute
any  agreements contemplated thereby to finalize the parties’
agreement as to any stock options.  Executive acknowledges that,
except as otherwise expressly provided herein, these options will be subject to
the terms of the Stock Option Agreement




(b)  Restricted
Stock.




(i)  The Board
has granted to the Executive 400,000 restricted shares of the Company’s common
stock.




(ii)  Subject
to continued service, these restricted shares will vest as follows: 133,334 on
the one (1) year anniversary of the commencement of the Executive’s employment,
133,333 on the two (2) year anniversary, and 133,333 on the three (3) year
anniversary.




(iii)  Subject
to continued service, it is the intent of the Company to obtain approval from
the Board to grant Executive an additional $100,000 worth of restricted shares
of the Company’s common stock on Executive’s one (1) year anniversary and an
additional $100,000 worth of restricted shares of the Company’s common stock on
Executive’s two (2) year anniversary.  The number of restricted shares
will be calculated by dividing the dollar amount of restricted shares ($100,000)
by the closing price per share on the date of the grant.  These
additional restricted shares will vest in the same manner as the original
restricted shares (33.33% at the end of year one, two and three after the date
of grant).




(iv)  Executive
shall be required to execute a restricted stock agreement in a form satisfactory
to the Company providing, among other things, for a right of repurchase or right
of reacquisition of any unvested restricted shares by the Company at no cost if
Executive terminates employment or other service.




2.4  Expense
Reimbursement.  The Company will reimburse Executive for
reasonable business expenses in accordance with the Company’s standard expense
reimbursement policy.




3.  Proprietary
Information, Inventions, Non-Competition and Non-Solicitation
Obligations. The
parties hereto have entered into a Proprietary Information, Inventions,
Non-Competition and Non-Solicitation Agreement (the “Proprietary
Information Agreement”), which has a different remedial scheme from this
Agreement and which may be amended by the parties from time to time without
regard to this Agreement.  The Proprietary InformationAgreement contains
provisions that are intended by the parties to survive and do survive
termination or expiration of this Agreement.







4. Outside
Activities.  Except
with the prior  consent of the Company’s Board of Directors or as
provided below, Executive will not, while employed by the Company, undertake or
engage in any other employment, occupation or business enterprise that would
create a conflict of interest.  This restriction shall not, however,
preclude the Executive from engaging in activities of interest including (i)
owning less than one percent (1%) of the total outstanding shares of a publicly
traded company, (ii) serving on other public or private company Boards of
Directors, (iii) supporting charitable, religious, educational, non-profit or
business enterprises of her choice, or (iv) such other activities as may be
specifically approved by the Board upon request. Notwithstanding the foregoing,
the Company acknowledges that prior to the Effective Date, the Executive has
served as an advisor to NeuroPhysiological Concepts, a privately held medical
device and software development start up in which certain members of Executive’s
family hold ownership interests.  The Company hereby consents to
Executive’s continuing service as an advisor to NeuroPhysiological Concepts,
provided, however, the
Executive must comply with this Section 4 with respect to any increase in her
duties or participation in NeuroPhysiological Concepts.




5.  No
Conflict with Existing Obligations.  Executive represents that
Executive’s performance of all the terms of this Agreement and as an Executive
of the Company do not, and will not, breach any agreement or obligation of any
kind made prior to Executive’s employment by the Company, including agreements
or obligations Executive may have with prior employers or entities for which
Executive has provided services.  Executive has not entered into, and
Executive agrees that Executive will not enter into, any agreement or
obligation, either written or oral, in conflict herewith.  Executive
agrees not to make any unauthorized disclosure or use, on behalf of the Company,
of any confidential information belonging to any former employer or a third
party, but may make use of information generally known and used by persons with
comparable training and experience  and information which is common
knowledge in the industry or is otherwise legally available in the public
domain.





6. Termination
Of Employment.
Either Executive or the Company may terminate the employment relationship at any
time, with or without Cause or Good Reason.





6.1
Termination by the Company Without Cause.




(a)  The
Company shall have the right to terminate Executive’s employment with the
Company pursuant to this Section 6.1 at any time without Cause (as defined in
Section 6.2(b) below) by giving notice as described in Section 6.8 of this
Agreement.




In the event Executive’s employment is
terminated without Cause, then provided that the Executive executes a general
release in favor of the Company, in a form acceptable to the Company (the
“Release”), and subject to Section 6.1(c) (the
date that the Release becomes effective and may no longer be revoked by the
Executive is referred to as the “Release
Date”), then: (i) the
Company shall pay to Executive an amount equal to Executive’s then current
annual Base Salary, equivalent to current 12 months total in twelve installments
equal to the then current monthly salary from the Release Date (such applicable
period is referred to as the “Severance
Period”), less applicable
withholdings and deductions, on the Company’s regular payroll dates; provided,
however, that, not withstanding the above, the payment of any installment of
severance that has not been paid under the schedule set forth above by March 15
of the calendar year immediately following the calendar year in which the
Executive's employment is terminated shall be accelerated and paid to the
Executive on March 15 of said year.





(b)  (i)
if Executive is participating in the Company’s group health insurance plans on
the effective date of termination, and Executive timely elects and remains
eligible for continued coverage under COBRA, or, if applicable, state insurance
laws, the Company shall pay that portion of Executive’s premiums that the
Company was paying prior to the effective date of termination for the 12 month
period after her termination of employment and (ii) the unvested portion of any
stock options, and any restricted stock granted, to the Executive shall be
subject to accelerated vesting as if Executive had continued be employed by the
Company for the 12-month period after her termination of
employment.





(c)  Executive
shall not receive any of the benefits pursuant to Section 6.1(b) unless she
executes the Release within the consideration period specified therein and until
the Release becomes effective and can no longer be revoked by Executive under
its terms.  Executive’s ability to receive benefits pursuant to
Section 6.1(b) is further conditioned upon her: returning all Company property;
complying with her post termination obligations under this Agreement and the
Proprietary Information Agreement; and complying with the Release including
without limitation any non-disparagement and confidentiality provisions
contained therein.


(d)  The
benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and
not in addition to, any benefits to which Executive may otherwise be entitled
under any Company severance plan.




6.2
Termination by the Company for Cause.




(a)       Subject
to Section 6.2(c) below, the Company shall have the right to terminate
Executive’s employment with the Company at any time for Cause by giving notice
as described in Section 6.8 of this Agreement.




(b)    “Cause” for
termination shall mean that the Company has determined in its sole discretion
that the Executive has engaged in any of the following: (i) a material breach of
any covenant or condition under this Agreement or under the Proprietary
Information Agreement; (ii) any act constituting dishonesty, fraud, immoral or
disreputable conduct which is harmful to the Company or its reputation; (iii)
conviction or entry of a plea of nolo contendere for fraud, misappropriation or
embezzlement, or any felony or crime of moral turpitude, or any crime against
the Company or any of its shareholders or employees; (iv) any act of misconduct
which is injurious to the Company; (v) refusal to follow or implement a clear
and reasonable directive of the Board or any Board committee; (vi) gross
negligence in, or gross neglect of, the performance of Executive’s duties; or
(vii) breach of fiduciary duty.




(c)    In
the event Executive’s employment is terminated at any time for Cause, Executive
will not receive severance payments, or any other severance compensation or
benefit, except that, pursuant to the Company’s standard payroll policies, the
Company shall pay to Executive the accrued but unpaid salary of Executive
through the date of termination, together with all compensation and benefits
payable to Executive based on her participation in any compensation or benefit
plan, program or arrangement through the date of termination.




6.3  Resignation
by the Executive.




(a)   Executive
may resign from employment with the Company at any time by giving notice as
described in Section 6.8.




(b)   In the
event Executive resigns from employment with the Company (other than for Good
Reason as set forth in Section 6.4), Executive will not receive severance
payments, or any other severance compensation or benefit, except that, pursuant
to the Company’s standard payroll policies, the Company shall pay to Executive
the accrued but unpaid salary of Executive through the date of resignation,
together with all compensation and benefits payable to Executive based on her
participation in any compensation or benefit plan, program or arrangement
through the date of termination.




6.4 
 Resignation by the Executive for Good Reason





(a)  Provided
Executive has not previously been notified of the Company’s intention to
terminate Executive’s employment, the Executive may resign from Executive’s
employment for Good Reason (as defined in Section 6.4(b) below, within ten (10)
days after the occurrence of one of the events specified in Section 6.4(b)
below, by giving notice as described in Section 6.8 of this Agreement that
Executive intends to terminate her employment for Good Reason on the thirtieth
(30) day following the Company’s receipt of Executive’s notice, if the Company
has not cured the event that gives rise to Good Reason before the end of such
thirty (30) day period.




(b)   “Good
Reason” for resignation shall mean the occurrence of any of the following
without the Executive’s prior written consent:  (i) the assignment to
Executive of any duties or responsibilities which result in the material
diminution of Executive’s position;  (ii) a reduction by the Company
in Executive’s annual base salary by greater than ten percent (10%), (iii) a
relocation of Executive, or the Company’s principal executive offices to which
Executive is assigned, that lengthens Executive’s one-way commute distance by
more than twenty (20) miles, except for required travel by Executive on the
Company’s business; or (iv) the Company’s material breach of this
Agreement.  Notwithstanding the foregoing, any actions taken by the
Company to accommodate a disability of the Executive or pursuant to the Family
and Medical Leave Act shall not be a Good Reason for purposes of this
Agreement.




(c)           In
the event Executive resigns from employment for Good Reason, and subject to
Section 6.4(d), the Executive shall be eligible for the same payments and
benefits as Executive would receive under Section 6.1 and on the same conditions
as if Executive had been terminated by the Company without Cause, provided that Executive
executes a Release in favor of the Company as defined in Section
6.1(a).




(d)           Executive
shall not receive any of the benefits pursuant to Section 6.4(c) unless she
executes the Release within the consideration period specified therein and until
the Release becomes effective and can no longer be revoked by Executive under
its terms.  Executive’s ability to receive benefits pursuant to
Section 6.4(c) is further conditioned upon her: returning all Company property;
complying with her post termination obligations under this Agreement and the
Proprietary Information Agreement between the Executive and the Company; and
complying with the Release including without limitation any non-disparagement
and confidentiality provisions contained therein.




(e)           The
benefits provided to the Executive pursuant to this Section 6.4 are in lieu of,
and not in addition to, any benefits to which Executive may otherwise be
entitled under any Company severance plan.




6.5  Termination
by Virtue of Death or Disability of the Executive.




(a)           In
the event of Executive’s death while employed pursuant to this Agreement, all
obligations of the parties hereunder shall terminate immediately, and the
Company shall, pursuant to the Company’s standard payroll policies, pay to the
Executive’s legal representatives Executive’s accrued but unpaid salary through
the date of death together with all compensation and benefits payable to
Executive based on her participation in any compensation or benefit plan,
program or arrangement through the date of termination.




(b)           Subject
to applicable state and federal law, the Company shall at all times have the
right, upon written notice to the Executive, to terminate this Agreement based
on the Executive’s Disability (as defined below). Termination by the Company of
the Executive’s employment based on “Disability”
shall mean termination because the Executive is unable due to a physical or
mental condition to perform the essential functions of her position with or
without reasonable accommodation for six (6) months in the aggregate during any
twelve (12) month period or based on the written certification by two licensed
physicians of the likely continuation of such condition for such
period.  This definition shall be interpreted and applied consistent
with the Americans with Disabilities Act, the Family and Medical Leave Act, and
other applicable law. In the event Executive’s employment is terminated based on
the Executive’s Disability, Executive will not receive severance payments, or
any other severance compensation or benefit, except that, pursuant to the
Company’s standard payroll policies, the Company shall pay to Executive the
accrued but unpaid salary of Executive through the date of termination, together
with all compensation and benefits payable to Executive based on her
participation in any compensation or benefit plan, program or arrangement
through the date of termination.




6.6 Termination in the Event
of a Change in Control.




(a)           In
the event of a termination by the Company without Cause pursuant to Section 6.1
or a termination by the Executive for Good Reason pursuant to Section
6.4  that occurs within three (3) months before or six (6) months
following a Change in Control as defined below, then, otherwise subject to the
requirements of Sections 6.1 (c) and (d), including execution, non-revocation
and compliance with the Release, then in lieu of the twelve (12) month
acceleration of vesting described in Section 6.1(b)(ii), all of the unvested
portion of any stock options and of any restricted stock granted to the
Executive shall immediately vest.




(b)           As
used in this Agreement, “Change in
Control” shall mean: (i) a sale, lease, license or other disposition of
all or substantially all of the consolidated assets of the Company and its
subsidiaries, or (ii) a consolidation or merger of the Company with or into any
other corporation or other entity or person, or any other corporate
reorganization, in which the shareholders of the Company immediately prior to
such consolidation, merger or reorganization, own less than 50% of the
outstanding voting power of the surviving entity and its parent following the
consolidation, merger or reorganization; or (iii) any person or entity (or group
of affiliated persons or entities) that were not shareholders of the Company
immediately prior to the acquisition of Company securities becomes the owner,
directly or indirectly, of securities of the Company representing more than 50%
of the combined voting power of the Company's then outstanding securities other
than by virtue of a merger, consolidation or similar transaction.




6.7  Termination
Due to Discontinuance of Business.Anything in this
Agreement to the contrary notwithstanding, in the event the Company’s business
is discontinued because it is rendered impracticable by substantial financial
losses, lack of funding, legal decisions, administrative rulings, declaration of
war, dissolution, national or local economic depression or crisis or any reasons
beyond the control of the Company, but not in the event of a Change in Control
as defined in Section 6.6, then this Agreement shall terminate as of the day the
Company determines to cease operation with the same force and effect as if such
day of the month were originally set as the termination date hereof. In the
event this Agreement is terminated pursuant to this Section 6.7, Executive will
not receive severance payments, or any other severance compensation or benefit,
except that, pursuant to the Company’s standard payroll policies, the Company
shall pay to Executive the accrued but unpaid salary of Executive through the
date of termination, together with all compensation and benefits payable to
Executive based on her participation in any compensation or benefit plan,
program or arrangement through the date of termination.




6.8  Notice;
Effective Date of Termination.




(a)           Termination
of Executive’s employment pursuant to this Agreement shall be effective on the
earliest of:




(i)  immediately
after the Company gives notice to Executive of Executive’s termination, with or
without Cause, unless the Company specifies a later date, in which case,
termination shall be effective as of such later date not to exceed 30 days
unless agreed to by Company and Executive.




(ii)  immediately
upon the Executive’s death;




(iii)  ten (10)
days after the Company gives notice to Executive of Executive’s termination on
account of Executive’s Disability, unless the Company specifies a later date, in
which case, termination shall be effective as of such later date, provided, that Executive has
not returned to the full time performance of Executive’s duties prior to such
date;




(iv)  sixty
(60) days after the Executive gives written notice to the Company of Executive’s
resignation, providedthat the Company may set a termination date at any time between the date
of notice and the date of resignation, in which case the Executive’s resignation
shall be effective as of such other date.  Executive will receive
compensation through the  required 60 day notice period;
or




(v)  in the
event notice of a termination under subsections (i), (iii) and (iv) is given
orally, at the other party’s request, the party giving notice must provide
written confirmation of such notice within five (5) business days of the request
in compliance with the requirement of Section 7.1 below.  In the event
of a termination for Cause written confirmation shall specify the subsection(s)
of the definition of Cause relied on to support the decision to
terminate.




6.9
Cooperation With Company After Termination of Employment. Following
termination of Executive’s employment for any reason, Executive shall fully
cooperate with the Company in all matters relating to the winding up of
Executive’s pending work including, but not limited to, any litigation in which
the Company is involved, and the orderly transfer of any such pending work to
such other executives as may be designated by the Company.




7. General
Provisions.




7.1   Notices.  Any
notices required hereunder to be in writing shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent by
confirmed facsimile if sent during normal business hours of the recipient, and
if not, then on the next business day, (c) five (5) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, or
(d) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of
receipt.  All communications shall be sent to the Company at its
primary office location and to Executive at Executive’s address as listed on the
Company payroll, or at such other address as the Company or the Executive may
designate by ten (10) days advance written notice to the other.




7.2  Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provisions had never been contained
herein.




7.3  Waiver.  If
either party should waive any breach of any provisions of this Agreement,
Executive or the Company shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this
Agreement.




7.4
Complete Agreement.  This Agreement constitutes the entire
agreement between Executive and the Company with regard to the subject matter
hereof.  This Agreement is the complete, final, and exclusive
embodiment of their agreement with regard to this subject matter and supersedes
any prior oral discussions or written communications and agreements, including,
but not limited to, the terms of employment disclosed in the Current
Report.  This Agreement is entered into without reliance on any
promise or representation other than those expressly contained herein, and it
cannot be modified or amended except in writing signed by Executive and an
authorized officer of the Company.  The parties have entered into a
separate Proprietary Information Inventions, Non-Competition and
Non-Solicitation Agreement and have or may enter into separate Stock Option
Agreements and Restricted Stock Agreements. These separate agreements govern
other aspects of the relationship between the parties, have or may have
provisions that survive termination of the Executive’s employment under this
Agreement, may be amended or superseded by the parties without regard to this
Agreement and are enforceable according to their terms without regard to the
enforcement provision of this Agreement.




7.5
Counterparts.This Agreement may be executed in separate counterparts, any one of which
need not contain signatures of more than one party, but all of which taken
together will constitute one and the same Agreement.




7.6  Headings.  The
headings of the sections hereof are inserted for convenience only and shall not
be deemed to constitute a part hereof nor to affect the meaning
thereof.




7.7  Successors
and Assigns.  The Company shall assign this Agreement and its
rights and obligations hereunder in whole, but not in part, to any Company or
other entity with or into which the Company may hereafter merge or consolidate
or to which the Company may transfer all or substantially all of its assets, if
in any such case said Company or other entity shall by operation of law or
expressly in writing assume all obligations of the Company hereunder as fully as
if it had been originally made a party hereto, but may not otherwise assign this
Agreement or its rights and obligations hereunder.  The Executive may
not assign or transfer this Agreement or any rights or obligations hereunder,
other than assigning the rights or obligations to her estate upon her
death.




7.8
Choice of Law.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the law of the
State of Illinois.




7.9  Resolution
of Disputes.The parties
recognize that litigation in federal or state courts or before federal or state
administrative agencies of disputes arising out of the Executive’s employment
with the Company or out of this Agreement, or the Executive’s termination of
employment or termination of this Agreement, may not be in the best interests of
either the Executive or the Company, and may result in unnecessary costs,
delays, complexities, and uncertainty.  The parties agree that any
dispute between the parties arising out of or relating to the negotiation,
execution, performance or termination of this Agreement or the Executive’s
employment, including, but not limited to, any claim arising out of this
Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended,
the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967,
the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights
Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement
Income Security Act, and any similar federal, state or local law, statute,
regulation, or any common law doctrine, whether that dispute arises during or
after employment, shall be settled by binding arbitration in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association; provided however, that this
dispute resolution provision shall not apply to any separate agreements between
the parties that do not themselves specify arbitration as an exclusive remedy.
The location for the arbitration shall be the Chicago, Illinois metropolitan
area.  The arbitration may be initiated by any party by providing to
the other party a written notice of arbitration specifying the
claims.  Within 15 days after the
commencement of arbitration, each of the Executive and the Company shall select
one person to act as arbitrator and the two selected arbitrators shall select a
third arbitrator within ten days of their appointment.  If the
arbitrators selected by the parties are unable or fail to agree upon the third
arbitrator within such ten day period, the third arbitrator shall be selected by
the American Arbitration Association promptly after such ten day
period.Any award made by such panel shall be final, binding
and conclusive on the parties for all purposes, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof. The arbitrators’ fees and expenses and all administrative fees and
expenses associated with the filing of the arbitration (including, if
applicable, the appointment of a third arbitrator by theAmerican Arbitration
Association) shall be borne by the parties equally unless the arbitrators
determine otherwise.  Each party shall bear their own legal fees and
expenses and other costs incurred in connection with the arbitration (the
“Expenses”), unless and to the extent the arbitrators determine the Expenses of
a party shall be paid by the other party.  The parties acknowledge and
agree that their obligations to arbitrate under this Section 7.9 survive the
termination of this Agreement and continue after the termination of the
employment relationship between the Executive and the Company. The parties each
further agree that the arbitration provisions of this Agreement shall provide
each party with its exclusive
remedy, and each party expressly waives any right it might have to seek
redress in any other forum, except as otherwise expressly provided in this
Agreement.  By election of arbitration as the means for final
settlement of all claims, the
parties hereby waive their respective rights to, and agree not to, sue each
other in any action in a Federal, State or local court with respect to such
claims, but may seek to enforce in court an arbitration award rendered pursuant
to this Agreement.  The parties specifically agree to waive their
respective rights to a trial by jury, and further agree that no demand, request
or motion will be made for trial by jury.








In Witness
Whereof, the parties have executed this Employment Agreement on the day
and year first written above.




Applied
NeuroSolutions, Inc.








By:


David Ellison, CFO




Executive:











Ellen R. Hoffing















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