<PAGE>


                                                                    EXHIBIT 10.2


                   EMPLOYMENT AGREEMENT FOR TERRY L. WILLIAMS

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 30th
day of January, 2001, by and among Cortez Development, Ltd., a Delaware
corporation ("Cortez"), Molichem Medicines, Inc., a North Carolina corporation
("Employer") and Terry L. Williams, an individual residing at 3592 Manns Chapel
Road, Chapel Hill, N.C. 27514 ("Employee"). Employer and Employee may be
referred to herein collectively as the "Parties" and individually as a "Party".

                                    RECITALS

         A. Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), Cortez Acquisition Corporation, a North Carolina corporation (the
"Merger Subsidiary") has been merged into Employer, and Employer has become a
wholly owned subsidiary of Cortez.

         C. Cortez has required that Employee enter into this Agreement with
respect to the services she will provide to Employer after the merger.

         NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and other good and valuable consideration, the parties agree
as follows:

         Section 1. Term. The employment created by this Agreement shall be for
a three (3) year term beginning on the effective date of the Merger Agreement
and ending December 31, 2003 (the "Term"), and automatically renewable at the
option of Employee for an additional two (2) year period, subject, however, to
earlier termination as provided herein.

         Section 2. Duties. Employee is initially engaged to act in the capacity
of Director of Development, subject to change as appropriate to the needs of the
Employer. Employee's duties and powers as Director of Development shall be
determined from time to time by the Board of Directors of Employer. Employee
shall perform and discharge such duties well and faithfully.

         Section 3. Base Compensation. Subject to the terms and conditions of
this Agreement, as partial compensation for services rendered and Employee's
covenants and agreements under this Agreement, Employer shall pay to Employee a
base salary of one hundred thousand dollars ($100,000) per year, payable in
accordance with Employer's standard practices. Employer and Employee shall
review Employee's performance in accordance with Employer's standard practices,
and at that time Employer shall determine whether Employee's salary should be
increased.

         Section 4. Additional Compensation. In addition to the compensation
specified in Section 3 above, Employee shall have the opportunity to earn an
annual bonus in the amount of twenty percent (20%) of base compensation and
shall be eligible for other incentive compensation payments, in accordance with
such plans as may be adopted by the Board of Directors of Employer.


                                      E-15
<PAGE>


         Section 5. Options. In addition to the compensation under Section 3 and
Section 4 above, Employee shall be awarded an option for four hundred thousand
(400,000) shares of the common stock of Cortez pursuant to the Option Agreement
in the form of Exhibit A, which agreement provides for vesting of the options on
the following schedule: one hundred sixteen thousand six hundred sixty-seven
(116,667) options upon the execution of this Agreement, seventy-seven thousand
seven hundred seventy-eight (77,778) options after one year, seventy-seven
thousand seven hundred seventy-eight (77,778) options after two years,
seventy-seven thousand seven hundred seventy-seven (77,777) options after three
years, and fifty thousand (50,000) options upon the completion of certain
performance criteria related to the license agreement by and between Employer
and InterMune Pharmaceuticals, Inc.

         Section 6. Benefit Plans. Employer agrees to provide Employee with
health insurance coverage, life insurance coverage, disability income insurance
coverage, participation in a 401(k) plan and all other benefits presently
available for Employer's employees generally.

         Section 7. Expenses. Employer shall reimburse Employee for business
expenses directly and reasonably incurred in the performance of his duties
provided that Employee complies with Employer's policies concerning
reimbursement for such expenses.

         Section 8. Termination. This Agreement shall terminate prior to the
expiration of its Term upon the occurrence of any one of the following events:

                  (a) Disability. In the event that (i) Employee is totally and
permanently disabled as determined in accordance with the Employer's long-term
disability plan, if any, as in effect at such time, or (ii) if no such plan is
in effect, Employee is unable to perform his duties and responsibilities
hereunder by reason of illness, injury or incapacity for ninety (90) consecutive
days, this Agreement may be terminated by Employer, and Employer shall have no
further liability or obligation to Employee for compensation hereunder;
provided, however, that Employee shall continue to be compensated as provided in
Section 3 of this Agreement during such 90-day period and until termination
under this section, and provided further, that Employee will be entitled to
receive the payments prescribed under any disability benefits plan in which
Employee was participating.

                  (b) Death. In the event that Employee dies during the Term,
Employer shall pay to his executors, legal representatives or administrators an
amount equal to the remaining installment of Employee's compensation set forth
in Section 3 hereof for the month in which Employee dies, and thereafter
Employer shall have no further liability or obligation hereunder to Employee's
executors, legal representatives, administrators, heirs or assigns or any other
person claiming under or through Employee; provided, however, that Employee's
heirs, legal representatives or administrators will be entitled to receive the
payments prescribed under any death or disability benefits plan in which
Employee was participating.

                  (c) Cause. Nothing in this Agreement shall be construed to
prevent Employee's termination by Employer at any time for "cause". For purposes
of this Agreement, "cause" shall mean (i) the failure of Employee to perform or
observe (other than by reason of illness, injury or incapacity) any of the
material terms or provisions of this Agreement, (ii) dishonesty or misconduct



                                      E-16
<PAGE>


on the part of Employee that is or is reasonably likely to be materially
damaging or materially detrimental to the business of Employer, (iii) conviction
of a felony, (iv) failure to comply with the reasonable directions of the Board
of Directors or officers of the Employer in a way that is materially damaging or
materially detrimental to the business of Employer, or (v) failure to perform
his material duties under this Agreement due to abuse of alcohol or drugs. Prior
to terminating this Agreement on account of Employee's failure to perform or
observe any of the material terms and conditions of this Agreement (as described
in clauses (i), (iv) or (v) of the preceding sentence), Employer shall give
Employee thirty (30) days' written notice and an opportunity to cure such
failure to the satisfaction of Employer. Upon termination for cause, Employer
shall pay to Employee all sums due Employee through the date of such
termination. Following such termination, Employer shall have no further duty or
obligation to Employee; provided, however, that Employee shall continue to be
bound by Section 9.

         Section 9. Confidential Information. Employee may gain access to or
knowledge of information about Employer that is not generally known or available
to the public ("Confidential Information"). Such information may include trade
secrets, research, development, client information, marketing plans, contractual
arrangements, personnel records, finances, and clients lists. Employee will not
disclose any Confidential Information during or after the term of this Agreement
to any person, firm, corporation, association or other entity for any reason or
purpose whatsoever or use such information except as directed or authorized by
Employer. All Confidential Information remains the property of Employer and no
license or other rights to Confidential Information is granted hereby. On demand
of Employer, at any time, Employee shall immediately deliver all printed or
written Confidential Information to Employer. Confidential Information includes
any such information of Employer prior to the merger of Merger Sub into
Employer.

         The following information shall not be deemed part of the Confidential
Information: (1) that was in the public domain at the time of disclosure by
Employer to the Employee; or (2) that entered the public domain through no fault
of Employee subsequent to the time of disclosure by the Employer to Employee; or
(3) that was in the Employee's possession free of any obligation of confidence
at the time of disclosure by the Employer; or (4) that was rightfully
communicated by a third party to Employee free of any obligation of confidence
subsequent to the time of disclosure by the Employer to Employee; or (5) that is
deemed not confidential by the Board of Directors of Employer or is not
confidential under any confidentiality policies adopted by the Board of
Directors of Employer.

         Section 10. Ownership of Confidential Information and Work Product.
Except as limited by this Section, Employee agrees that all Confidential
Information and all other work product of any type or nature created by Employee
or resulting from work performed by Employee for the Employer, using the
Employer's facilities, equipment, supplies or other property, during business
hours, or related to the Employer's Business, even if not Confidential
Information (such Confidential Information and work product being defined as
"Work Product"), shall belong to the Employer exclusively and without any
additional compensation to Employee. Employee agrees that any original
copyrightable Work Product shall be considered as "works made for hire," and
that the Employer shall be deemed the author thereof, provided that to the
extent such Work Product is



                                      E-17
<PAGE>


determined not to constitute "works made for hire" as a matter of law, Employee
hereby irrevocably assigns and transfers to the Employer all rights in and to
such Work Product.

         Upon request Employee will execute any instrument required to vest in
the Employer complete title and ownership to all Work Product, and will, at the
request and expense of the Employer, execute any instruments necessary to obtain
legal protection in the United States and foreign countries for all Work Product
and for the purpose of vesting title thereto in the Employer, or its nominee,
all without any additional compensation of any kind to Employee.

         Section 11. Notices. Any notices to be given hereunder by either Party
to the other may be effected in writing either by personal delivery, via
telefacsimile or by mail, registered or certified, postage prepaid with return
receipt requested:

         If to Employer:      MoliChem Medicines, Inc.
                              207 South Elliot Road, PMB #231
                              Chapel Hill, North Carolina 27514

         with a copy to:      Herman F. Greene, Esq.
                              Daniels & Daniels, P.A.
                              P. O. Box 12218
                              Research Triangle Park, North Carolina 27709-2218

         If to Employee:      Terry L. Williams
                              3592 Manns Chapel Road
                              Chapel Hill, N.C. 27514

Mailed notices shall be addressed to the Parties at the addresses set forth
above, but each Party may change the address by written notice in accordance
with this Section 11. Notices delivered personally or by telecopier (with
answerback received) shall be deemed communicated as of actual receipt mailed
notices shall be deemed communicated as of three days after mailing.

         Section 12. Entire Agreement. This Agreement supersedes any and all
other agreements, either oral or in writing, between the Parties hereto with
respect to the employment of Employee by Employer, and contains all of the
covenants and agreements between the Parties with respect to such employment in
any manner whatsoever.

         Section 13. Headings. The headings or titles to sections in this
Agreement are intended solely for convenience and no provision of this Agreement
is to be construed by reference to the heading or title of any section.

         Section 14. Amendment or Modification; Waiver. No provision of this
Agreement may be amended, modified or waived unless such amendment, modification
or waiver is authorized by Employer and is agreed to in writing, signed by
Employee and by an officer of Employer (other than Employee) thereunto duly
authorized. Except as otherwise specifically provided in this Agreement, no
waiver by any Party hereto of any breach by any other Party hereto of any
condition or provision



                                      E-18
<PAGE>


of this Agreement to be performed by such other Party shall be deemed a waiver
of a similar or dissimilar provision or condition at the same or at any prior or
subsequent time nor shall the receipt or acceptance of Employee's employment be
deemed a waiver of any condition or provision hereof.

         Section 15. Assignability. Employee shall not assign, pledge or
encumber any interest in this Agreement or any part thereof without the express
written consent of Employer, this Agreement being personal to Employee. This
Agreement shall, however, inure to the benefit of Employee's estate, dependents,
beneficiaries and legal representatives. This Agreement shall not be assignable
by Employer without the written consent of Employee, but if Employer shall merge
or consolidate with or into, or transfer substantially all of its assets to,
another corporation or other form of business organization, then this Agreement
shall bind, and inure to the benefit of, the successor of Employer resulting
from such merger, consolidation or transfer. No such merger, consolidation or
transfer, however, shall relieve the Parties from liability and responsibility
for the performance of their respective duties and obligations hereunder.

         Section 16. Governing Law. This Agreement shall be interpreted,
construed and governed by and in accordance with the internal substantive law of
the State of North Carolina.

         Section 17. Severability. Each provision of this Agreement constitutes
a separate and distinct undertaking, covenant and/or provision hereof. In the
event that any provision of this Agreement shall finally be deemed severed from
this Agreement, but every other provision of this Agreement shall remain in full
force and effect, and in substitution for any such provision held unlawful,
there shall be substituted a provision of similar import reflecting the original
intent of the Parties hereto to the extent permissible under law.

                                      EMPLOYER:
                                      MOLICHEM MEDICINES, INC.


                                      By: ______________________________
                                               Its:


                                      EMPLOYEE:


                                      ----------------------------------
                                      Terry Williams


                                      CORTEZ DEVELOPMENT, LTD.


                                      By:_______________________________
                                               Its:



                                      E-19
<PAGE>

                                                                       Exhibit A

                      NON-STATUTORY STOCK OPTION AGREEMENT

         This Nonstatutory Stock Option Agreement, dated as of January 30, 2001
(this "Agreement") is entered into by and between MoliChem Medicines, Inc., a
Delaware corporation (the "Company") and Terry L. Williams, an employee of
MoliChem R&D, Inc. ("R&D"), a wholly owned subsidiary of the Company
("Optionee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, Optionee is now an employee of the Company's wholly owned
subsidiary MoliChem R&D, Inc., and the Company desires to afford employees of
its subsidiary the opportunity to acquire, or enlarge, their stock ownership in
the Company so that Optionee may have a direct proprietary interest in the
success of the Company and its subsidiary;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties mutually covenant
and agree as follows:

         1. Grant of Option. Subject to the terms and conditions set forth
herein, Company grants to Optionee, during the period commencing with the date
of this Agreement and ending January 29, 2011, unless terminated in accordance
with Paragraph 3 or accelerated or terminated in accordance with Paragraph 8
(the "Option Period"), the option to purchase from the Company (the "Option"),
at a price of one and a half dollars ($1.50) per share (the "Option Price") four
hundred thousand (400,000) shares of the Company's Common Stock (the "Shares").
The Option granted herein is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
employees, officers, directors and consultants and is intended to comply with
the provisions of Rule 701 promulgated by the Securities and Exchange Commission
under the Securities Act. The Option granted herein is not intended to be an
"incentive stock option" under Section 422 of the Code.

         2. Exercise of Option

         (a) The Option may be exercised, from time to time, during the Option
Period, to purchase all or any portion of the number of Shares as follows:

                                                          Cumulative Maximum
                                                          Number of Shares that
Period from Date of Grant of the Option                   May be Purchased
---------------------------------------                   -----------------

On or after January 30, 2001                                       116,667

After January 30, 2002 but                                         194,445
on or before January 30, 2003

After January 30, 2003 but                                         272,223
on or before January 30, 2004

After January 30, 2004                                             350,000


                                      E-20
<PAGE>


The maximum number of Shares that may be purchased during each time period
specified above shall be reduced by the number of Shares purchased prior to the
beginning of such period, such that the cumulative maximum for each time period
is not exceeded. In addition, upon the occurrence of the following events,
Optionee may exercise the Option to purchase an additional number of Shares as
follows:

                                                     Additional Number of Shares
Event                                                that May be Purchased
-----                                                --------------------------

The effective date of the Development and                           20,000
Commercialization Agreement by and between
Company, R&D and InterMune, Inc. (the "InterMune
Agreement")

Thirty (30) days after the initiation of Phase III                  10,000
trials for the initial product under the InterMune
Agreement

Thirty (30) days after the submission of a NDA                      10,000
for the initial product under the InterMune
Agreement

Thirty (30) days after the submission of a MAA                      10,000
for the initial product under the InterMune
Agreement

         (b) No fewer than one hundred (100) Shares may be purchased upon any
one exercise of the Option, unless the number of Shares to be purchased at such
time is the total number of Shares remaining subject to the Option. Any exercise
of less than the total number of Shares identified in the Option shall be deemed
an exercise in part, and the Option may again be exercised at such time or times
determined by Optionee, provided that at such times the Option is still
exercisable.

         (c) In no event shall any option granted hereunder be exercisable for a
fractional share.

         (d) The Option is exercised by Optionee delivering to the Secretary of
the Company, on any business day, a written notice signed by Optionee specifying
the number of Shares to be purchased, together with the Option Price, in the
manner specified in Paragraph 4(a).

         (e) The Option, or any unexercised part thereof, shall not be
exercisable after expiration or termination of the Option Period.

         3. Termination of Employment. Vesting of the Option, as set forth in
Paragraph 2(a), shall terminate as of the date of termination of Optionee's
employment such that the Option may be exercised following termination of
employment only as to that number of shares as to which it was exercisable on
the date of termination of employment under the provisions of Paragraph 2(a) of
this Agreement and also that number of shares as to which the exercise of the
Option is accelerated under Section 8. For the purpose of this Agreement,
termination of employment means cessation of Optionee's employment relation with
the Company or an Affiliate for any reason, including without limitation,
termination by death, disability, retirement, for cause, without cause,
voluntary or involuntary; termination shall not be deemed to have occurred if
Optionee changes employment from employment with the Company or an Affiliate to
employment with another Affiliate or the Company



                                      E-21
<PAGE>


provided that Optionee is working at least fifty percent (50%) of the time for
the Company or an Affiliate.

         4. Payment of Option Price and Related Taxes.

         (a) Payment in full of the Option Price must be made at the time the
Option is exercised, and shall be paid in U.S. dollars in cash or by certified
or bank check; provided, however, that in the discretion of the Committee, but
only after an Initial Public Offering has occurred, payment may be made by
surrendering shares of Common Stock of the Company owned by Optionee in one or
more sequential surrenders, regardless of whether such shares were acquired
pursuant to the exercise or partial exercise of the Option or any other option
and regardless of whether a stock certificate for such shares shall have been
received by Optionee. Shares received in payment shall be valued at Fair Market
Value as of the date of the exercise of the Option. Any overpayment shall
promptly be refunded in cash.

         (b) To the extent Optionee (or other person exercising this Option)
recognizes income as a result of the exercise of the Option, Optionee shall pay
the Company an amount equal to the federal, state and local withholding taxes on
income so recognized within ten (10) days of the exercise of the Option.

         5. Issuance of Shares.

         (a) Within fifteen business days after receiving notice of exercise and
payment of the aggregate Option Price, and subject to Optionee's payment or
arrangement for payment of the applicable taxes as specified in Paragraph 4(b),
the Company shall issue to Optionee the number of Shares with respect to which
the Option was exercised, and shall deliver to Optionee, a certificate for such
Shares.

         (b) Notwithstanding anything to the contrary contained in this
Agreement, this Option may not be exercised if at any time the Board of
Directors determines it is necessary or desirable as a condition of, or in
connection with, the issuance of the Shares that (i) the Shares be listed,
registered or qualified upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any governmental authority be
received. In no event may the Shares be issued in whole or in part unless such
listing, registration, qualification, consent or approval has been effected or
obtained free of any conditions not acceptable to the Board of Directors. The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority deemed by the Company's counsel to be necessary to the lawful
issuance of any shares of its Common Stock hereunder shall relieve the Company
of any liability in respect of the nonissuance or sale of such stock as to which
such requisite authority shall not have been obtained. Notwithstanding the
foregoing, the Company shall not be required to register under the Securities
Act any Common Stock to be issued pursuant to exercise of the Option.

         (c) Notwithstanding anything to the contrary contained in this
Agreement, if at any time specified herein for the issuance of shares to
Optionee, any law, or any regulation or requirement of the Securities and
Exchange Commission or any other federal, state or local governmental authority
having jurisdiction, shall require either the Company or Optionee to take any
action in connection with the shares then to be issued, the issuance of such
shares shall be deferred until such action shall have been taken. The Company
shall be under no obligation to take such action and the Company shall have no
liability whatsoever as a result of the non-issuance of such shares as a result
of not



                                      E-22
<PAGE>


taking such action, except to refund to the Optionee any consideration tendered
in respect of the Option Price.

         6. Transfer of Option. This Option is not transferable by Optionee
except by will or intestate succession, and is exercisable during Optionee's
lifetime only by Optionee. No assignment or transfer of this Option or of the
rights represented thereby in contravention of the foregoing, whether voluntary
or involuntary, by operation of law or otherwise, shall vest in the assignee or
transferee any interest or right herein whatsoever. Immediately upon any attempt
to assign or transfer this Option, this Option shall terminate and be of no
force or effect.

         7. Adjustments Upon Changes in Capitalization or Mergers.

         (a) The Shares with respect to which this Option is granted are shares
of the Common Stock of the Company as constituted on the date of this Agreement,
but if, and whenever, prior to the delivery by the Company of all of the Shares
with respect to which this Option is granted, the Company shall pay a stock
dividend or effect a subdivision or combination of shares, or other capital
readjustment, then (i) in the event of any increase in the number of shares of
common stock outstanding, the number of Shares then remaining subject to the
Option shall be proportionately increased (except that any fraction of a share
resulting from any such adjustment shall be excluded from the operation of this
Agreement), and the Option Price payable per share shall be proportionately
reduced, and (ii) in the event of a reduction in the number of shares of Common
Stock outstanding, the number of Shares then remaining subject to the Option
shall be proportionately reduced (except that any fractional share resulting
from any such adjustment shall be excluded from the operation of this
Agreement), and the Option Price payable per share shall be proportionately
increased.

         (b) Upon a merger or consolidation of the Company with or into or with
one or more other corporations, or any other corporate reorganization of any
form involving the Company as a party and an exchange, conversion, adjustment or
other modification of the outstanding Common Stock, Optionee shall thereafter
have the right, upon exercise of the Option, provided that such Option is
currently exercisable and has not otherwise been terminated, to receive the kind
and amount of shares of stock or other securities or property to which Optionee
would have been entitled if Optionee had received Shares by exercise of the
Option immediately prior to or simultaneously with such merger or consolidation
or similar transaction, and the Option Price shall be adjusted accordingly.
Comparable rights shall accrue to Optionee in the event of successive
transactions of the type described above. These adjustments and the manner of
their application shall be determined by the Committee in its sole discretion.
Any such adjustments may provide for the elimination of fractional shares.

         8. Termination and Acceleration of Options.

         (a) Anything contained herein to the contrary notwithstanding, upon a
sale or transfer of all or substantially all of the assets of the Company or R&D
to another corporation (other than a wholly-owned subsidiary), person or entity,
or upon a distribution by the Company of its assets as a liquidating or partial
liquidating dividend with respect to its Common Stock, or the happening of any
other similar event affecting its Common Stock, then following a determination
by the Board of Directors to effect or proceed with such event or transaction,
and in any event at least ten (10) days' prior to the effective date of such
event or transaction, the exercisability of the Option shall be accelerated such
that even if certain conditions must be met for the exercise of a portion of the
Option, the Option shall be exercisable for the full remaining amount of the
Shares. Further, in the



                                      E-23
<PAGE>


event of such event or transaction, the Board of Directors, upon at least ten
(10) days' written notice to the holder, may in its sole discretion provide that
such Option or any unexercised portion thereof shall terminate as of the
effective date of such event or transaction.

         (b) Anything contained herein to the contrary notwithstanding, upon the
happening of an "Initial Public Offering" (defined as an underwritten offering
of the Company's Common Stock pursuant to a registration statement under the
Securities Act of 1933, as amended, in which the net proceeds to the Company are
at least $5,000,000), then following a determination by the Board of Directors
to effect or proceed with the Initial Public Offering, the Board of Directors,
in its sole discretion and upon at least ten (10) days' written notice to the
holder of all or any portion of any Option previously granted and unexercised,
shall either (i) accelerate the exercisability of all or any portion of such
Option to a date prior to the effective date of the Initial Public Offering,
even if any other provisions of this Agreement require such Option or any
portion thereof be outstanding for a minimum amount of time prior to exercise,
or (ii) accelerate the exercisability of all or any portion of such Option as
provided in the preceding clause (i) and provide that such Option or any
unexercised portion thereof shall terminate as of the effective date of the
Initial Public Offering.

         (c) Anything contained herein to the contrary notwithstanding, in the
event of a merger or consolidation of the Company with or into any other
corporation or organization as a result of which the holders of the voting
capital stock of the Company prior to such merger or consolidation would receive
or hold less than a majority of the shares of voting capital stock of the
resulting or surviving corporation or organization, then, following a
determination by the Board of Directors to effect or proceed with such merger or
consolidation, and in any event at least ten (10) days' prior to the effective
date of such merger or consolidation, the exercisability of the Option shall be
accelerated such that even if certain conditions must be met for the exercise of
a portion of the Option, the Option shall be exercisable for the full remaining
amount of the Shares. Further, in the event of such merger or consolidation, the
Board of Directors, upon at least ten (10) days' written notice to the holder,
may in its sole discretion provide that such Option or any unexercised portion
thereof shall terminate as of the effective date of such merger or
consolidation.

         (d) Anything contained herein to the contrary notwithstanding, in the
event Optionee's position of employment with the Company is terminated as a
result of (i) a merger or consolidation of R&D with or into any other
corporation or any other event or series of events, as a result of which R&D
ceases to be an Affiliate of the Company, or (ii) the sale or transfer of all or
substantially all of the assets of R&D to another corporation (other than a
wholly-owned subsidiary), person or entity or a distribution by R&D of its
assets as a liquidating or partial liquidating dividend with respect to its
Common Stock, or the happening of any other similar event affecting its Common
Stock, then following a determination by the Board to effect or proceed with
such event or transaction, and in any event at least ten (10) days' prior to the
effective date of such event or transaction, the exercisability of the Option
shall be accelerated such that even if certain conditions must be met for the
exercise of a portion of the Option, the Option shall be exercisable for the
full remaining amount of the Shares.

         9. Optionee Not Stockholder. Optionee shall not be deemed for any
purpose to be a stockholder of the Company with respect to any shares covered by
this Option unless this Option shall have been exercised and the Option Price
paid in the manner provided herein. No adjustment will be made for dividends or
other rights where the record date is prior to the date of exercise and payment.



                                      E-24
<PAGE>


         10. No Effect. Neither the Option granted hereunder nor this Agreement
shall affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issuance of bonds, debentures, preferred
or prior preference stocks ahead of or convertible into, or otherwise affecting
the common stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

         11. Notices. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (a) if to the
Company: MoliChem Medicines, Inc., 207 South Elliot Road, PMB No. 231, Chapel
Hill, North Carolina 27514, Attention President, or at such other address as the
Company, by notice to Optionee, may designate in writing from time to time; and
(b) if to Optionee, to Optionee's address appearing below or at such other
address as Optionee, by notice to the Company, may designate in writing from
time to time.

         12. Entire Agreement; Rights and Interest. This Non-Statutory Stock
Option Agreement, including its exhibits, and the Plan pursuant to which it was
issued, constitute the entire agreement of the parties with respect to the
matters covered hereby, and supersede any previous agreements, whether written
or oral. Each party hereby stipulates and acknowledges that there are no other
understandings, expectations or agreements, either written or oral, respecting
Optionee's rights and entitlements as a stockholder or option holder of the
Company, including, without limitation, any understandings, expectations, or
agreements regarding any employment, compensation or other benefits, governance
of the Company or the payment of dividends, except as expressly set forth in
Optionee's employment agreement with the Company, if any. Optionee hereby
covenants and agrees, for himself or herself and for his or her successors and
assigns, that no such understandings, expectations or agreements which may
hereafter arise shall be cognizable or enforceable unless the same shall be
reduced to a writing signed by the parties to be charged.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set his or
her hand and seal, all on the day and year first above written.

                         [Signatures on following page]





                                      E-25
<PAGE>


                                            MoliChem Medicines, Inc.
(CORPORATE SEAL)

                                            By:
                                               ---------------------------------
                                                     President

ATTEST:

---------------------------
Secretary
                                            OPTIONEE:


                                                                      (SEAL)
                                            --------------------------
                                            Terry L. Williams
                                            Post Office Box 5219
                                            Chapel Hill, North Carolina 27514







                                      E-26