Exhibit 10.01


                              EMPLOYMENT AGREEMENT
                FOR THE PRESIDENT and CHIEF EXECUTIVE OFFICER OF
                           LIFELINE THERAPEUTICS, INC.


This AGREEMENT, dated as of October 12, 2004, by and between LIFELINE
THERAPEUTICS, INC., a Colorado corporation, referred to herein as the
"Company"), and William Driscoll presently residing in Denver, Colorado
("Executive").

                                   WITNESSETH:

     WHEREAS, Company hires Executive as the President and Chief Executive
Officer of the Company;

     WHEREAS, the Board of Directors ("Board") recognizes that the Executive
will contribute significantly to the growth and success of the Company;

     WHEREAS, the Board desires the attention and dedication of the Executive as
a member of the Company's management, and has determined it is in the best
interest of the Company to employ Executive; and

     WHEREAS, the Executive is willing to commit himself to serving the Company,
on the terms and conditions herein provided.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and obligations hereinafter set forth, the parties hereto hereby agree as
follows:

1.   Employment. The Company hereby agrees to employ the Executive as the
     President and Chief Executive Officer of the Company during the Employment
     Term (as defined in Section 3), and the Executive hereby accepts such
     employment and agrees to serve the Company subject to the general
     supervision, advice and direction of the Board of Directors and upon the
     terms and conditions set forth in this Agreement.

2.   Duties. During the Employment Term, the Executive shall be the President
     and Chief Executive Officer of the Company with such authority and duties
     as is customary for the officer of a corporation in such position, and
     shall perform such other services and duties as the Board may from time to
     time designate consistent with such position, including, without
     limitation, the right to hire and fire employees of the Company, including
     officers. The Executive shall devote his full time, best efforts and
     undivided attention to the business and affairs of the Company except for
     vacations, personal time to which he is entitled pursuant to the terms of
     this Agreement and except for illness or incapacity; provided, however,
     that the Executive may serve, or continue to serve, on the boards of
     directors of, and hold any other offices or positions in, companies or
     organizations which, in such Board's judgment, will not present any

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     conflict of interest with the Company, or materially affect the performance
     of the Executive's duties pursuant to this Agreement as long as the
     Executive discloses in writing each such position to the Board.

3.   Employment Term.

     (a)  The Executive shall be employed under this Agreement for a term (the
          "Employment Term") commencing on October 16, 2004 ("Commencement
          Date") and terminating on the close of business on April 15, 2005,
          unless sooner terminated as provided in Section 6 hereof; provided
          that upon expiration of the initial term on April 15, 2005, this
          Agreement shall thereafter automatically be renewed from year to year
          (or such shorter period until the Executive's retirement) unless
          either party provides written notification to the other of its
          intention not to so renew which notice must be given no later than
          April 30 of each such year. Neither the expiration of this Agreement,
          its termination by reason of the Executive's retirement, nor the
          giving of notice by the Company that it does not wish to renew the
          Employment Term shall constitute a breach of this Agreement or
          termination of the Executive for the purposes of Section 6 or 7 of
          this Agreement.

     (b)  Notwithstanding the provisions of Section 3(a), the Employment Term
          shall be extended automatically for a period of two years from the
          month in which a Change of Control (as such term is hereafter defined)
          occurs (or such shorter period ending on the Executive's retirement).

     (c)  The date on which the Employment Term (including any one year renewal
          period then in effect) is scheduled to terminate under Sections 3(a)
          or 3(b) shall hereinafter be referred to as the "Scheduled Termination
          Date".

     (d)  If there is a Change in Control then the Executive's monthly salary
          shall be accelerated and paid within thirty (30) days of said Change
          of Control for the full amount due through the termination date of
          said employment agreement according to the terms set forth in 3(b)
          above.

4.   Compensation.

     (a)  Base Salary. The Company shall pay the Executive an annual base salary
          as compensation for his services hereunder of $180,000 ("Base
          Salary"), payable in equal semi-monthly installments in accordance
          with the ordinary payroll practices of the Company for management
          employees.

     (b)  Supplemental or Incentive Compensation. During the Employment Term,
          the Executive may receive supplemental or incentive compensation based
          on the criteria the Board deems appropriate consistent with the
          Company's strategic plan. Any supplemental or incentive compensation
          shall be paid in cash.

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     (c)  Additional Benefits. During the Employment Term, the Executive shall
          be entitled to paid time off (PTO) and to participate in any employee
          benefit plans, including any incentive plans, any pension or group
          life health, hospitalization, short-term disability and other
          disability insurance plans and other employee welfare benefits made
          available generally to management employees of the Company.

5.   Reimbursement of Expenses. In addition to the compensation provided for
     under Section 4 of this Agreement, upon submission of proper vouchers and
     in accordance with the policies and procedures established by the Company
     in effect from time to time, the Company shall pay or reimburse the
     Executive for all normal and reasonable expenses, including travel
     expenses, incurred by the Executive during the Employment Term in
     connection with the Executive's responsibilities to the Company.

6.   Termination. Notwithstanding Section 3 hereof, the Employment Term shall
     terminate prior to the Scheduled Termination Date upon the occurrence of
     any of the following events:

     (a)  Death. The Employment Term shall terminate upon the death of the
          Executive.

     (b)  Disability. The Employment Term shall terminate as a result of the
          Executive's Permanent Disability (as such term is defined in Section
          6(f)).

     (c)  Termination Without Cause. The Employment Term shall terminate upon
          the Executive's Termination Without Cause (as such term is defined in
          Section 6(f)).

     (d)  Termination By Executive. The Employment Term shall terminate upon a
          Voluntary Termination (as such term is defined in Section 6(f)) by the
          Executive of his employment hereunder with the Company.

     (e)  Termination For Cause. The Employment Term shall terminate upon the
          Executive's Termination For Cause (as defined in Section 6(f)).

     (f)  Definitions. For purposes of this Agreement:

          (i)  "Permanent Disability" shall mean that by reason of a physical or
               mental disability or infirmity which has continued for a period
               of at least six months, the Executive is unable substantially to
               perform the duties contemplated by this Agreement on a regular
               basis. The determination of Permanent Disability shall be made by
               a medical board certified physician mutually acceptable to the
               Company and the Executive (or the Executive's legal

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               representative, if one has been appointed). The Executive agrees
               to submit such medical evidence regarding such disability or
               infirmity as is reasonably requested by the Company.

          (ii) "Termination For Cause" shall mean any termination of the
               employment of the Executive for "Cause." For purposes of this
               Agreement, the termination of the Executive's employment shall be
               deemed to have been for Cause only:

               (A)  if termination of his employment shall have been the result
                    of the Executive's willful engaging in dishonest, unethical,
                    illegal or fraudulent actions resulting or intended to
                    result directly or indirectly in any demonstrable material
                    harm to the Company or its shareholders, or

               (B)  if there has been a willful and continued failure by the
                    Executive during the Employment Term (except by reason of
                    incapacity due to physical or mental illness) to comply with
                    the provisions of this Agreement, and the Executive shall
                    have either failed to remedy such alleged breach within ten
                    days from his receipt of written notice from the Company
                    demanding that he remedy such alleged breach or shall have
                    failed to take all reasonable steps to that end during such
                    ten day period and thereafter; or

               (C)  if the Executive has failed to comply with the provisions of
                    this Agreement on two or more prior occasions, even if the
                    Executive remedied the conduct as provided in Section
                    6(f)(ii)(B); or

               (D)  if there has been a breach of fiduciary duty involving
                    personal profit to the Executive; provided that there shall
                    have been delivered to the Executive at least ten days prior
                    to the effective date of Termination for Cause a Notice of
                    Termination (as defined in this Section 6(f)) and a
                    certified copy of a resolution of the Board adopted by the
                    affirmative vote of not less than a majority of the entire
                    membership of the Board (other than the Executive if he is a
                    member of the Board at such time) at a meeting called and
                    held for that purpose and at which the Executive was given
                    an opportunity, together with the Executive's counsel, to be
                    heard, finding that the Executive had engaged in conduct set
                    forth in subsection (A), (B), (C) or (D) above based on
                    reasonable evidence, specifying the particulars thereof in
                    detail.

                    If the Executive's employment shall be terminated by the
                    Company during the Employment Term for Cause, the Executive

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                    shall have the right to contest such termination only in
                    accordance with the rules set forth in Section 14 of this
                    Agreement.

         (iii) "Voluntary Termination" shall mean any voluntary termination by
               the Executive of his employment with the Company or termination
               as a result of retirement at or after age 65.

          (iv) "Termination Without Cause" shall mean any termination of the
               employment of the Executive by the Company other than Voluntary
               Termination, Termination For Cause or upon death, or Permanent
               Disability. Termination Without Cause pursuant to the preceding
               sentence may occur only upon the affirmative vote of at least a
               majority of the entire membership of the Board (not counting the
               Executive, who may not vote if he is then a member of the Board)
               at a meeting called and held for that purpose.

          (v)  Any termination of the Executive's employment by the Company or
               by the Executive (other than termination pursuant to Section
               6(a)) shall be communicated by written "Notice of Termination" to
               the other party to this Agreement. For purposes of this
               Agreement, a "Notice of Termination" shall mean a notice which
               shall indicate the specific termination provision in this
               Agreement relied upon and shall set forth in reasonable detail
               the facts and circumstances claimed to provide a basis for
               termination of the Executive's employment under the provision so
               indicated.

          (vi) The "Date of Termination" shall mean (A) if the Executive is
               terminated by his death, the date of his death, (B) if the
               Executive's employment is terminated due to a Permanent
               Disability, 30 days after Notice of Termination is given, (C) if
               the Executive's employment is terminated pursuant to a
               Termination For Cause, the date specified in the Notice of
               Termination, (D) if the Executive's employment is terminated due
               to his retirement, the date specified in the Notice of
               Termination and (E) if the Executive's employment is terminated
               for any other reason, the date specified in the Notice of
               Termination.

7.   Termination Benefits.

     (a)  Death. If the Executive's employment is terminated by his death, the
          Company shall pay to his surviving spouse, or if he leaves no spouse,
          to his estate, any compensation, pro rata incentive compensation, and
          benefits earned by the Executive or vested under Section 4 of this
          Agreement through the Executive's Date of Termination; provided,
          however, that no death benefits attributable to a period after the

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          Scheduled Termination Date in effect at the time of the Executive's
          death shall be payable.

     (b)  Permanent Disability. If the Executive's employment is terminated as a
          result of his Permanent Disability, the Company shall pay the
          Executive through the Executive's Date of Termination, any
          compensation and benefits earned or vested by the Executive under
          Section 4 of this Agreement; provided, however, that no payments shall
          be made under this Section 7(b) following the Scheduled Termination
          Date in effect at the time of the Executive's Permanent Disability.
          Further, if the Executive receives disability benefits under any
          disability plan paid for by the Company, including disability
          insurance, the amount otherwise payable by the Company to the
          Executive shall be reduced (but not below zero) by the amount of such
          disability benefits received by him. To the extent permitted under the
          life, medical, dental and disability plans then maintained by the
          Company for similarly situated active management employees, at the
          Executive's option and expense, the Company shall cause to be
          continued benefits under such plans to the Executive at coverage not
          less than the coverage maintained by the Company for the Executive
          immediately prior to the Permanent Disability, which shall run
          concurrently with the Executive's COBRA period. Such coverage shall
          cease upon the earlier of (i) in the case of medical and dental
          benefits, the expiration of the Executive's COBRA rights, (ii) the
          Executive's death, or (iii) the Executive's full-time employment by
          another employer.

     (c)  Termination For Cause or Voluntary Termination. In the case of a
          termination of the Executive pursuant to Section 6(f)(ii) or Section
          6(f)(iii) of this Agreement, the Company's obligations to the
          Executive shall cease the day after the Executive's Date of
          Termination and the Company shall not be liable to pay the Executive's
          Base Salary or supplemental compensation nor shall the Executive have
          any rights to further participate in employee benefit plans of the
          Company pursuant to Section 4, except the Executive shall be entitled
          to any rights or benefits that have become vested prior to the Date of
          Termination (unless the plan pursuant to which such benefits are
          provided states to the contrary). The Company shall pay the Executive
          his Base Salary and any other compensation or benefits earned or
          vested through the Date of Termination at the rate in effect at the
          time the Notice of Termination is given in a lump sum within thirty
          (30) days of the Date of Termination.

     (d)  Termination Without Cause or Termination With Good Reason. If during
          the Employment Term, the Executive shall be terminated from employment
          based on a Termination Without Cause or Termination With Good Reason

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          as defined in Section 8(c) of the Agreement, the Executive shall be
          entitled to receive the following payments and benefits:

          (i)  Salary. In the event of any termination under this Section 7(d),
               the Executive's Base Salary earned through the Date of
               Termination at the rate in effect at the time the Notice of
               Termination is given.

          (ii) Severance Payment. In the event of any termination under this
               Section 7(d), in lieu of any further payments to the Executive
               including any payments to which the Executive would be entitled
               under any severance plan or arrangement of the Company, the
               Company shall pay as severance pay to the Executive an amount
               equal to two times the Executive's Base Salary but not less than
               the amount due during the remaining term of the Agreement. Such
               payments are payable in a single sum, within 30 days following
               the Executive's Termination Date. Notwithstanding the foregoing,
               in lieu of such severance, at the option of the Company, the
               Company and the Executive may enter into a written consulting
               agreement pursuant to which, for services rendered by the
               Executive, the Executive would receive consideration in an amount
               equal to the severance payment otherwise to be made pursuant to
               this Section 7(d)(ii).

         (iii) Release. The payments provided under this Section 7(d) upon
               termination shall be in lieu of any other payments or causes of
               action available to the Executive pursuant to this Agreement. As
               a condition to receipt of payments under Section 7(d) of this
               Agreement, the Executive shall execute a Release and Settlement
               Agreement acceptable to the Company, pursuant to which the
               Executive shall waive any and all claims resulting from
               employment at or termination from the Company other than payments
               or benefits which are expressly provided for in this Agreement.

     (e)  Retirement. The Executive shall not be entitled to any Severance
          Payment pursuant to this Section 7 in the event that this Agreement is
          terminated prior to its Scheduled Termination Date or as of any
          Scheduled Termination Date due to the Executive's retirement.

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8.   Change of Control.

     (a)  No benefit shall be payable under this Section 8 unless there shall
          have been a Change of Control of the Company. (b) For purposes of this
          Agreement, a Change of Control of the Company ("Change of Control")
          shall be deemed to have occurred if the event set forth in any one of
          the following paragraphs shall have occurred:

          (i)  there is consummated a merger, consolidation or other
               reorganization of the Company with any other for- or non-profit
               corporation; or

          (ii) the Board of Trustees of the Company approve a plan of complete
               liquidation or dissolution of the Company or there is consummated
               an agreement for the sale or disposition by the Company of all or
               substantially all of the Company's assets; or

         (iii) a merger of Company in which Company does not survive (other
               than a merger with a subsidiary of which Company had control for
               more than six months prior to the merger), or consolidation of
               Company through a change of its members or any other transaction
               after which a third party has the right to appoint a majority of
               the Board of Trustees of Company.

     (c)  Good Reason. For purposes of Section 7 and this Section 8 of the
          Agreement, Good Reason shall mean the occurrence (without the
          Executive's written consent) after any Change of Control or within 90
          days prior to a Change of Control of any one of the following acts by
          the Company, or failures by the Company to act, unless, such act or
          failure to act is corrected prior to the Date of Termination specified
          in the Notice of Termination given in respect thereof.

          (i)  (1) the assignment to the Executive of any duties inconsistent
               with the Executive's positions, duties, responsibilities and
               status with the Company immediately prior to the Change of
               Control; (2) a significant adverse alteration in the nature of
               the Executive's reporting responsibilities, titles, or offices as
               in effect immediately prior to the Change of Control; (3) the
               removal of the Executive from, or any failure to reelect the
               Executive to, any such position, except in connection with a
               termination of the employment of the Executive due to a Voluntary
               Termination, Termination For Cause, or upon death or Permanent
               Disability; or (4) any significant diminution in the Executive's
               Base Salary from that immediately before the Change of Control,
               as the case may be; or

          (ii) the requirement by the Company that the Executive's principal
               place of employment be relocated more than 45 miles from his
               existing place of employment; or

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         (iii) the Company's failure to obtain a satisfactory agreement from
               any successor to assume and agree to perform this Agreement, as
               contemplated in Section 12(a) of this Agreement.

          (iv) the failure by the Company to continue in effect any compensation
               plan in which the Executive participated immediately prior to the
               Change of Control, as the case may be, which is material to the
               Executive's total compensation, unless an arrangement (embodied
               in an ongoing substitute or alternative plan) has been made with
               respect to such plan, or the failure by the Company to continue
               the Executive's participation therein (or in such substitute or
               alternative plan) on a basis not materially less favorable, both
               in terms of the amount of benefits provided and the level of the
               Executive's participation relative to other participants, as
               existed at the time of the Change of Control; or

          (v)  the failure by the Company to continue to provide the Executive
               with benefits substantially similar to those enjoyed by the
               Executive under any of the Company's pension, life insurance,
               medical, health and accident, or disability plans in which the
               Executive was participating at the time of the Change of Control
               or the taking of any action by the Company that would directly or
               indirectly materially reduce any of such benefits enjoyed by the
               Executive at the time of the Change of Control.

     (f)  If, within 90 days prior to the Change of Control, the Executive's
          employment with the Company (i) is terminated by the Company for any
          reason other than Death, Disability, Cause or retirement or (ii) is
          terminated by the Executive for Good Reason, the Executive shall
          receive the compensation otherwise payable to the Executive pursuant
          to Section 7(d).

9.   Protected Information; Prohibited Competition.

     (a)  The Executive recognizes and acknowledges that during the course of
          the Executive's employment by the Company, the Company has disclosed
          and shall furnish, disclose or make available to the Executive
          confidential or proprietary information related to the Company's
          business, including, without limitation, customer lists, ideas,
          processes, inventions and devices, that such confidential or
          proprietary information has been developed and will be developed
          through the expenditure by the Company of substantial time and money
          and that all such confidential information could be used by the
          Executive and others to compete with the Company. The Executive agrees
          that all such confidential or proprietary information shall constitute

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          trade secrets, and further agrees to use such confidential or
          proprietary information only for the purpose of carrying out his
          duties with the Company and not otherwise to disclose such
          information. For purposes of this Agreement, information shall be
          deemed confidential notwithstanding any prior unauthorized disclosure
          by any person. The obligations imposed by this Section 9(a) shall not
          apply to any information that: (a) was known to Executive prior
          Executive's employment by the Company; or (b) is now or becomes
          generally known or available to the public through no act of the
          Executive.


     (b)  The Executive agrees that during his employment and for a period of
          two years following the termination of his employment under Section 6
          (except for Termination With Good Reason or Termination Without
          Cause):

          (i)  he will not (except on behalf of or with the prior written
               consent of the Company) within any geographic area in which the
               Company is located or does business or the Executive knows the
               Company intends to do business, either directly or indirectly,
               consult with, manage, own, operate, control or participate in or
               be employed by any entity that competes with the Company
               ("Competing Business") or any entity planning to engage in a
               business that would compete with the Company; and

          (ii) he will not (except on behalf of or with the prior written
               consent of the Company), either directly or indirectly, on his
               own behalf or in the service or on behalf of any third person,
               solicit, divert or appropriate to any Competing Business or
               attempt to solicit, divert or appropriate to any Competing
               Business any business from any customer or client or actively
               sought prospective customer or client of the Company or any of
               its subsidiaries with whom the Executive has dealt, whose
               dealings with the Company have been supervised by the Executive
               or about whom the Executive has acquired proprietary information
               during the course of his employment with the Company; and

          (iii) he will not (except on behalf of or with the prior written
               consent of the Company), either directly or indirectly, on his
               own behalf or in the service or on behalf of any third person,
               solicit, divert or hire away, or attempt to solicit, divert or
               hire away, any person employed by the Company or any of its
               subsidiaries with whom the Executive had regular contact in the
               course of his employment with the Company, whether or not such
               employee is a full-time or a temporary employee, whether or not

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               such employment is pursuant to a written agreement and whether or
               not such employment is for a specified period or at will.

     (c)  Service by the Executive on the Board of Directors of any
          not-for-profit or for-profit organization shall not be deemed a
          violation of this Section 9(b).

     (d)  The restrictions in this Section 9 shall survive the termination of
          this Agreement and shall be in addition to any restrictions imposed on
          the Executive by statute or at common law.

10.  Inventions.

     (a)  The Executive agrees that all Subject Inventions (defined below in
          this Section 10) conceived or first practiced by the Executive during
          his employment by the Company, and all patent rights and copyrights to
          the Subject Inventions are or shall become the property of the Company
          immediately upon such conception or practice, and the Executive hereby
          irrevocably assigns to the Company all of the Executive's rights to
          all Subject Inventions.

     (b)  The Executive agrees that if he conceives an Invention during his
          employment and there is a reasonable basis to believe that the
          Invention is a Subject Invention, the Executive will promptly provide
          a written description of the Invention to the Company adequate to
          allow evaluation for a determination as to whether the Invention is a
          Subject Invention. It is agreed that all notebooks maintained by the
          Executive relating (directly or indirectly) to Subject Inventions and
          written disclosures are the property of the Company.

     (c)  If, upon commencement of the Executive's employment with the Company,
          the Executive has previously conceived any Invention or acquired any
          ownership interest in any Invention, which: (i) is the Executive's
          property, or of which the Executive is a joint owner with another
          person or company; (ii) is not described in any issued patent as of
          the commencement of the Executive's employment with Company; and (iii)
          would be a Subject Invention if such Invention was made while a
          Company employee; then the Executive must, at the Executive's
          election, either: (A) provide the Company with a written description
          of the Invention on Exhibit A hereto, in which case no rights to the
          Invention shall become the property of the Company; or (B) provide the
          Company with the license described in Section 10(d) of this Agreement.

     (d)  If the Executive has previously conceived or acquired any ownership
          interest in an Invention described above in Section 10(c) and the
          Executive elects not to disclose the same to the Company as provided
          above, then the Executive hereby grants to the Company an irrevocable

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          nonexclusive, paid up, royalty-free license to use and practice the
          Invention, including a license under all patents to issue in any
          country which pertain to the Invention.

     (e)  The Executive owns no patents, individually or jointly with others,
          except those described on Exhibit B hereto.

     (f)  Definitions.

          (i)  "Invention" means any discovery, whether or not patentable,
               including, but not limited to, any useful process, method,
               formula, technique, machine, manufacture or composition of
               matter, as well as improvements thereto, which is new or which
               the Executive has a reasonable basis to believe may be new.

          (ii) "Proprietary Information" means (i) information related to the
               Company or its subsidiaries (A) which derives economic value,
               actual or potential, from not being generally known to or readily
               ascertainable by other persons who can obtain economic value from
               its disclosure or use; and (B) which is the subject of efforts
               that are reasonable under the circumstances to maintain its
               secrecy and (ii) all tangible reproductions of the information.
               Proprietary Information includes, but is not limited to,
               technical and nontechnical data related to the formulas,
               patterns, designs, compilations, programs, Inventions, methods,
               techniques, drawings, processes, finances, actual or potential
               customers and suppliers, existing and future products, and
               employees of the Company or its subsidiaries. Proprietary
               Information also includes information which has been disclosed to
               the Company or its subsidiaries by a third party and which the
               Company or any of its subsidiaries is obligated to treat as
               confidential.

          (iii) "Subject Invention" means any Invention that is conceived by the
               Executive, alone or in a joint effort with others, during the
               Executive's employment by the Company which (i) may be reasonably
               expected to be used in a product of the Company, or a product
               similar to a Company product, (ii) results from work that the
               Executive has been assigned as part of his duties as an employee
               of the Company, (iii) is in an area of technology which is the
               same or substantially related to the areas of technology with
               which the Executive is involved in the performance of his duties

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               as an employee of the Company, or (iv) is useful, or which the
               Executive reasonably expects may be useful, in any process or
               product of the Company.

11.  Patent Applications.

     (a)  The Executive agrees that should the Company elect to file an
          application for patent protection, either in the United States or in
          any foreign country on a Subject Invention of which the Executive was
          an inventor, the Executive will execute all necessary documentation
          relating to the patent applications, including formal assignments to
          the Company.

     (b)  The Executive further agrees that he will cooperate with attorneys or
          other persons designated by the Company by explaining the nature of
          any Subject Invention for which the Company elects to file an
          application for patent protection, reviewing applications and other
          papers and providing any other cooperation reasonably required for
          orderly prosecution of such patent applications. The Company will be
          responsible for all expenses incurred for the preparation and
          prosecution of all patent applications on Subject Inventions assigned
          to the Company.

12.  Copyrights.

     (a)  The Executive agrees that any Works (defined below in this Section 12)
          created by the Executive in the course of the Executive's duties as an
          employee of the Company are subject to the "Work for Hire" provisions
          contained in Sections 101 and 201 of the United States Copyright Law,
          Title 17 of the United States Code. To the extent such Works are not
          governed by the foregoing, the Executive hereby irrevocably assigns to
          the Company all of the Executive's rights to all Works.

     (b)  The Executive must disclose to the Company all Works referred to in
          Section 12(a) and shall execute and deliver all applications,
          registrations and documents relating to the copyrights to the Works
          and shall provide assistance to secure the Company's title to the
          copyrights in the Works. The Company shall be responsible for all
          expenses incurred in connection with the registration of all such
          copyrights.


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     (c)  The Executive claims no ownership rights in any Works, either
          individually or jointly with others, except those described on Exhibit
          C hereto.

     (d)  "Work" means a copyrightable work of authorship, including, without
          limitation, any technical descriptions for products, users guides,
          illustrations, advertising materials, computer programs (including the
          contents of read only memories) and any contribution to such
          materials.

13.  Indemnification. The Company shall indemnify the Executive to the fullest
     extent permitted by the Colorado Business Corporation Act.

14.  Injunctive Relief. The Executive expressly acknowledges that any breach or
     threatened breach by the Executive of any of the terms set forth in
     Sections 9, 10, 11 and 12 of this Agreement may result in significant and
     continuing injury to the Company, the monetary value of which would be
     impossible to establish. Therefore, the Executive agrees that,
     notwithstanding any provision in Section 18 of this Agreement to the
     contrary, the Company shall be entitled to seek injunctive relief from a
     court of appropriate jurisdiction without the posting of a bond or other
     security in the event of any breach or threatened breach of the terms of
     either of such sections. Nothing in this Agreement will be construed as
     prohibiting the Company from pursuing any other remedies available to the
     Company for such breach or threatened breach, including the recovery of
     damages from the Executive. The provisions of this Section 14 shall survive
     the termination of this Agreement.

15.  Successors; Binding Agreement.

     (a)  The Company shall require any successor (whether direct or indirect,
          by purchase, merger, consolidation or otherwise) to all or
          substantially all of the business and/or assets of the Company, by
          agreement in form and substance satisfactory to the Executive, to
          expressly assume and agree to perform this Agreement in the same
          manner and to the same extent that the Company would be required to
          perform this Agreement if no such succession had taken place. Failure
          of the Company to obtain such agreement prior to or on the effective
          date of any such succession shall be a breach of this Agreement and
          shall entitle the Executive to compensation from the Company in the
          same amount and on the same terms as he would be entitled to receive
          hereunder if he terminated his employment for Good Reason, except that
          for purposes of implementing the foregoing, the date on which any such

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<PAGE>


          succession becomes effective shall be deemed the Date of Termination.
          As used in this Agreement, "Company" shall mean the Company as
          hereinbefore defined and any successor to its business and/or assets
          as aforesaid, which successor executes and delivers the agreement
          provided for in this Section 15 or which otherwise becomes bound by
          all the terms and provisions of this Agreement by operation of law.

     (b)  This Agreement and all rights of the Executive under this Agreement
          shall inure to the benefit of and be enforceable by the Executive's
          personal or legal representatives, executors, administrators,
          successors, heirs, distributees, devisees and legatees. If the
          Executive should die after the Termination Date but before all amounts
          payable to him under this Agreement have been paid, all such amounts,
          unless otherwise provided herein, shall be paid in accordance with the
          terms of this Agreement to the Executive's devisee, legatee, or other
          designee or, if there be no such designee, to the Executive's estate.

16.  Notices. Any notice required or permitted by this Agreement shall be in
     writing, sent by registered or certified mail, return receipt requested,
     addressed to the Board and the Company at the Company's then principal
     office, or to the Executive at the address set forth beneath his signature,
     as the case may be, or to such other address or addresses as any party
     hereto may from time to time specify in writing in a notice given to the
     other parties in compliance with this Section 14. Notices shall be deemed
     given when received or, if sent by registered or certified mail, three
     business days after such notice was placed in the mail, correctly addressed
     with postage prepaid, whichever is earlier.

17.  Disputes. Any claim, controversy or dispute arising out of or relating to
     this Agreement (including employment of Executive), or the breach,
     performance, termination, enforceability or validity thereof including the
     determination of the scope or applicability of this agreement to arbitrate,
     shall be determined by arbitration pursuant to this Section 17 if good
     faith negotiations among the parties do not resolve such claim, dispute or
     controversy within 60 days after such claim is presented in writing to
     Company. Such arbitration shall be conducted in Denver, Colorado, and shall
     proceed in accordance with the Employment Arbitration Rules of the American
     Arbitration Association then in effect, to the extent that such Arbitration
     Rules are not inconsistent with the provisions of this Agreement; provided,
     however, that such Arbitration Rules may be modified as shall be required
     to provide procedural fairness mandated by state or federal law in a
     proceeding involving arbitration of claims arising under federal or state
     civil rights statutes. Such arbitration shall be heard by one arbitrator,
     who, unless otherwise agreed to by the parties, shall be an impartial
     attorney at law who has had training and experience as an arbitrator and
     who has practiced law for at least 15 years as an attorney concentrating in
     either general litigation or employment matters. If the parties to the
     dispute are unable to agree on the selection of an arbitrator, the parties

                                       15

<PAGE>


     shall alternately strike arbitrators from a panel of arbitrators provided
     by the American Arbitration Association until a sole arbitrator is
     selected. Reasonable discovery shall be allowed in the arbitration and each
     party may be represented by counsel. The arbitrator shall base his award on
     applicable law and judicial precedent and include in such award a written
     statement of the reasons upon which the award is based, including findings
     of fact and conclusions of law. The arbitrator may award any remedies
     allowed by law if liability and damages are proven. The award rendered by
     the arbitrator shall be final and binding, and judgment may be entered in
     accordance with applicable law in any court having jurisdiction thereof.
     The costs and fees in the arbitration shall be shared equally by the
     parties to the arbitration, except as expressly required otherwise under
     the applicable federal or state civil rights statutes in any proceeding
     arising thereunder. Notwithstanding anything to the contrary contained in
     this Section 17, but without limiting the power of the arbitrator to grant
     similar remedies that may be requested by a party in a dispute, Company
     shall have the right to proceed in any court of proper jurisdiction to
     obtain injunctive relief as provided in Section 14 of this Agreement.

18.  Nonalienation of Benefits. Except in so far as this provision may be
     contrary to applicable law, no sale, transfer, alienation, assignment,
     pledge, collateralization or attachment of any benefits under this
     Agreement shall be valid or recognized by the Company.

19.  ERISA. This Agreement is an unfunded compensation arrangement for a member
     of a select group of the Company's management and any exemptions under
     ERISA, as applicable to such an arrangement, shall be applicable to this
     Agreement.

20.  Reporting and Disclosure. The Company, from time to time, shall provide
     government agencies with such reports concerning this Agreement as may be
     required by law, and the Company shall provide the Executive with such
     disclosure concerning this Agreement as may be required by law or as the
     Company may deem appropriate.

21.  Effect on Prior Agreements and Existing Benefits Plans. This Agreement
     contains the entire agreement of the parties relating to the subject matter
     hereof and supersedes any prior written or oral agreements or
     understandings relating to the subject matter hereof.

22.  Modification and Waiver. No modification or amendment of this Agreement
     shall be valid unless in writing and signed by or on behalf of the parties
     to this Agreement. A waiver of the breach of any term or condition of this
     Agreement shall not be deemed to constitute a waiver of any subsequent
     breach of the same or any other term or condition.

23.  Severability. This Agreement is intended to be performed in accordance
     with, and only to the extent permitted by, all applicable laws, ordinances,
     rules and regulations. If any provision of this Agreement, or the
     application thereof to any person or circumstance, shall, for any reason

                                       16

<PAGE>


     and to any extent, be held invalid or unenforceable, such provision shall
     be modified to the extent necessary to make such provision fully
     enforceable. To the extent modification will not remedy such invalidity or
     unenforceability, such provision shall be stricken from this Agreement and
     shall not affect the remaining provisions hereof and the application of
     such provisions to other persons or circumstances, all of which shall be
     enforced to the greatest extent permitted by law.

24.  Withholding. The compensation provided to the Executive pursuant to this
     Agreement shall be subject to any withholdings and deductions required by
     any applicable tax laws. In the event the Company fails to withhold such
     sums for any reason, it may require the Executive to promptly remit to the
     Company sufficient cash to satisfy applicable income and employment
     withholding taxes.

25.  Headings. The headings in this Agreement are inserted for convenience of
     reference only and shall not be a part of or control or affect the meaning
     of any provision hereof.

26.  Consult With Attorney. The Executive has had an opportunity to consult with
     an attorney of his choosing prior to executing this Agreement. The
     Executive acknowledges and agrees that Burns, Figa & Will, P.C. has not
     provided any legal, tax, or other advice to the employee with respect to
     this Agreement.

27.  Governing Law. To the extent not governed by Federal law, this Agreement
     shall be governed by and construed and enforced in accordance with the laws
     of the State of Colorado.


                                       17
<PAGE>


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

     LIFELINE THERAPEUTICS, INC.
     COMPANY

     By:
        ----------------------------
     Title:
           -------------------------

     EXECUTIVE
                                         tax id number:
                -------------------------              ------------------------

     Address:
             ---------------------------

     -----------------------------------


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