Exhibit 10(i)


AMENDED AND RESTATED



EMPLOYMENT AGREEMENT


          This
AGREEMENT, entered into as of December 4, 2008 (the “Agreement”),
by and between Enzo Biochem, Inc., a New York corporation, with its principal
office at 60 Executive Blvd, Farmingdale, NY 11735 (the “Company”), and Dr. Elazar Rabbani, residing at 69 Fifth
Avenue, New York, New York 10003 (the “Executive”).


W I T N
E S S E T H :


          WHEREAS,
the Executive is currently employed by the Company pursuant to an agreement
dated May 4, 1994 (as heretofor amended, the “Existing Employment
Agreement”);


          WHEREAS,
the Company recognizes that the Executive has made substantial contributions to
the growth and success of the Company and desires to assure the Company of the
Executive’s continued service;


          WHEREAS,
the Executive is willing to continue to perform services for the Company; and


          WHEREAS,
the Company and the Executive desire to restate and make certain changes in the
Existing Employment Agreement, including, without limitation, to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated
thereunder (collectively, “Code Section 409A”).


          NOW,
THEREFORE, in consideration of the covenants and agreements hereinafter set
forth, the parties hereto agree as follows:


1. EMPLOYMENT


          1.1. Capacity;
Duties. (a)
The Company hereby agrees to continue to employ the Executive, and the
Executive hereby agrees to accept continued employment with the Company and
agrees to serve, upon the terms and conditions herein contained, as the
Company’s President and Chief Financial Officer or such more senior position as
the Executive is elected to by the Board of Directors of the Company (the “Board”). In such capacity, the Executive shall perform
such duties and functions, consistent with his status as a senior executive
officer of the Company, as may be assigned by the Board or the Chief Executive
Officer of the Company, provided that, such duties and functions shall not be
lesser in prestige or responsibility than those currently being performed by
the Executive. During the Employment Term, as defined in Section 1.2 below, the
Executive shall devote his best efforts, energies, skills and attention to the
business and affairs of the Company. During the Employment Term, the Executive
shall devote substantially all of his business time to the Company, but the
foregoing shall not limit his right to be involved in other for-profit, civic
or charitable activities, provided that such activities do not materially
interfere with his providing of his services hereunder.





                 (b)
The Executive, without additional compensation and subject to (a) above and the
other terms of this Agreement, shall also serve, if so requested by the Board,
in senior management capacities of Subsidiaries of the Company. “Subsidiary” shall mean any entity in which the Company
owns, directly or indirectly, at least fifty percent (50%) of the outstanding
securities generally entitled to vote for the election of directors.


          1.2. (a)
Except for earlier termination as provided in Section 4 hereof, the Executive’s
employment under this Agreement (the “Employment Term”)
shall be for an initial term beginning on the date hereof and ending on
September 30, 2011 (the “Initial Term”). The
Employment Term shall be automatically renewed for successive additional terms
of two (2) years each (each an “Additional Term”),
unless either party hereto gives written notice to the other at least one
hundred eighty (180) days prior to the expiration of the Initial Term or the
then Additional Term, as the case may be, of such party’s intention to
terminate the Executive’s employment hereunder at the end of such Initial Term
or such Additional Term and not renew it. 


                 (b)
Change of Control. For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if:
(i) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and
as used in Sections 13(d) and 14(d) thereof)), excluding the Company, any “Subsidiary” and any employee benefit plan
sponsored or maintained by the Company or any Subsidiary (including any trustee
of any such plan acting in his capacity as trustee), but including a “group” as defined in Section 13(d)(3) of
the Exchange Act, becomes the beneficial owner of shares of the Company having
at least 30% of the total number of votes that may be cast for the election of
directors of the Company; (ii) the shareholders of the Company shall approve
any merger or other business combination of the Company, sale of all or
substantially all of the Company’s assets or combination of the foregoing
transactions (a “Transaction”), other
than a Transaction involving only the Company and one or more of its
Subsidiaries, or a Transaction immediately following which the shareholders of
the Company immediately prior to the Transaction continue to have a majority of
the voting power in the resulting entity (excluding for this purpose any
shareholder owning directly or indirectly more than ten percent (10%) of the
shares of the other company involved in the Transaction), or (iii) within any
twenty-four (24) month period beginning on or after the date hereof, the
persons who were directors of the Company immediately before the beginning of
such period (the “Incumbent Directors”)
shall cease (for any reason other than death) to constitute at least a majority
of the Board or the board of directors of any successor to the Company,
provided that, any director who was not a director as of the date hereof shall
be deemed to be an Incumbent Director if such director was elected to the Board
by, or on the recommendation of or with the approval of, at least two-thirds of
the directors who then qualified as Incumbent Directors either actually or by
prior operation of this Section 1.2(c) unless such election, recommendation or
approval was the result of an actual or threatened election contest of the type
contemplated by Regulation 14a-11 promulgated under the Exchange Act or any
successor provision. Notwithstanding the foregoing, no Change of Control of the
Company shall be deemed to have occurred for purposes of this Agreement by
reason of any actions or events in which the Executive participates in a
capacity other than in his capacity as an executive, director or shareholder of
the Company.


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2. COMPENSATION


          2.1. Base
Salary. As compensation for the Executive’s employment hereunder, the
Executive shall be entitled to receive a base salary at a rate of $460,131 per
annum payable (and subject to withholding) in accordance with the Company’s
normal payroll practices from time to time in effect. The base salary may be
increased, but not decreased, from time to time at the discretion of the Board.
(The base salary as increased from time to time being hereinafter referred to
as the “Base Salary.”)


          2.2. Bonus.
The Executive shall be entitled to receive, in addition to his Base Salary, an
annual bonus in an amount determined in good faith by the Board or, if the
Board adopts any incentive plan, bonuses in accordance with such plan (the “Bonus”). Such Bonus shall be paid to the Executive no
later than the later of (i) the 15th day of the third month following the end
of the Executive’s taxable year in which the Bonus is earned or (ii) the 15th
day of the third month following the end of the Company’s fiscal year in which
the Bonus is earned (the “Short Term Deferral Date”).



          2.3. Additional
Compensation. Nothing contained herein shall limit or otherwise restrict
the Company’s Board from granting, or the Executive’s eligibility to receive,
either additional increases in his Base Salary or additional bonuses, all on
terms specified by the Board, or for the Executive to be awarded additional
stock options.


3. BENEFITS, EXPENSES AND ALL OTHER
COMPENSATION


          3.1. Benefits.
During the Employment Term the Executive shall be entitled to participate, to
the extent eligible thereunder and at the expense of the Company, if
appropriate, in all benefit plans and programs, in accordance with the terms
thereof, as are generally provided from time to time during the Employment Term
by the Company to its senior executive employees, including without limitation
any life insurance, medical insurance, disability, pension, savings, incentive,
retirement, stock option and other plans and programs of the Company.


          3.2. Fringe
Benefits. During the Employment Term the Executive shall be entitled to
such fringe benefits as provided from time to time by the Company to senior
executive employees. To the extent applicable payments shall be in compliance
with Section 9 below.


          3.3. Vacation.
During the Employment Term, the Executive shall be entitled to a vacation each
year in accordance with the Company’s policies thereon in effect from time to
time, but in no event less than six (6) weeks per calendar year (prorated for
any partial calendar year during the Employment Term).


          3.4. Expenses.
Subject to terms of Section 9 below, the Company shall promptly reimburse the
Executive for all reasonable expenses incurred by the Executive during the
Employment Term in furtherance of his duties under this Agreement, including
but not limited to expenses for promoting the business of the Company, upon the
presentation by the Executive of reasonable evidence thereof.


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          3.5. Life
Insurance. 


                    (a)
During the Employment Term, the Company either under its group term life insurance
plan or otherwise, but in any event at no cost to the Executive (other than
taxes with regard to any taxable amount), shall maintain life insurance on the
life of the Executive for the benefit of Executive’s designated beneficiaries
in an amount at least equal to that currently maintained. All such premiums
shall be paid annually prior to the Short Term Deferral Date 


                    (b)
However, in lieu of the split dollar life insurance arrangement, the Executive
shall be provided with the value of the benefit attributed to the life
insurance in the Executive’s annual compensation. To the extent permitted under
the terms of the Company’s deferred compensation plan the annual value of the
benefit to be payable as compensation from the terminated life insurance
benefit shall be eligible to be deferred under said deferred compensation plan
which shall be maintained by the Company for the Executive. 


          3.6. Long
Term Disability. 


                    (a)
During the Employment Term, the Company shall maintain long term disability
coverage for the Executive under a plan no less favorable to the Executive than
that currently maintained (the “Long Term Disability Plan”).
All such premiums shall be paid annually prior to the Short Term Deferral Date 


                    (b)
However, lieu of supplemental disability insurance, the Executive shall be
provided with the value of the benefit attributed to the disability insurance
in the Executive’s annual compensation. To the extent permitted under the terms
of the Company’s deferred compensation plan, the annual value of the benefit
payable as compensation from the terminated disability benefit shall be
eligible to be deferred under the Company’s deferred compensation plan which
shall be maintained by the Company for the Executive. 


          3.7. Indemnification.
During the Employment Term and thereafter, the Company shall indemnify the
Executive to the fullest extent permitted by law against any judgments, fines,
amounts paid in settlement and reasonable expenses (including attorneys’ fees),
and advance amounts necessary to pay the foregoing at the earliest time and to
the fullest extent permitted by law, in connection with any bona fide claim,
action or proceeding (whether civil or criminal) against the Executive as a
result of the Executive serving as an officer or director of the Company or in
any capacity at the request of the Company in or with regard to any other
entity, employee benefit plan or enterprise. This indemnification shall be in
addition to, and not in lieu of, any other indemnification the Executive shall
be entitled to pursuant to the Company’s Certificate of Incorporation or
By-laws or otherwise.


          3.8. Stock
Option and Restricted Stock Plans. To the extent permitted under the terms
of the applicable stock option or restricted stock plan, if any stock option or
restricted stock unit shall be payable as annual compensation, the amounts
shall be eligible to be deferred under the Company’s deferred compensation plan
subject to applicable vesting schedules required for such compensation from the
restricted stock plan. 


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4. TERMINATION


          4.1. Termination
of Employment. The employment of the Executive shall terminate prior to the
expiration of the Employment Term specified in Section 1.2 hereof upon the
occurrence of any of the following events prior to such time:


                    (a)
the death of the Executive;


                    (b)
the termination of the Executive’s employment by the Company due to the
Executive’s Disability pursuant to Section 4.2 hereof;


                    (c)
the termination of the Executive’s employment by the Company for. Cause
pursuant to Section 4.5;


                    (d)
the termination of the Executive’s employment by the Company without Cause upon
ninety (90) days’ prior written notice;


                    (e)
the termination of the Executive’s employment by the Executive for Good Reason
pursuant to Section 4.3 hereof; or


                    (f)
the termination of the Executive’s employment by the Executive without Good
Reason.


          4.2. Disability.
(a) If, by reason of physical or mental disability, the Executive is (i) unable
to carry out the material duties he has assumed pursuant to this Agreement for
more than one hundred eighty (180) days in any twelve (12) month period, (ii)
the Executive is eligible to receive current benefits under the Company’s Long
Term Disability Plan and (iii) if a Change of Control of the Company has
occurred prior to (i) and (ii) being satisfied, such disability is likely to
totally and permanently prevent the Executive from performing his material
duties hereunder (“Disability”), the
Company may terminate the Executive’s services hereunder by a Notice of
Disability Termination given in accordance with (b) below. During any period of
disability prior to such termination the Executive shall continue to receive
all compensation and other benefits provided herein as if he had not been
disabled, at the time, in the amounts and in the manner provided herein, provided
that the Company shall be entitled to a credit against such amounts with regard
to the amount, if any, paid to the Executive under the Long Term Disability
Plan for such period on a period matching basis. Notwithstanding the foregoing,
in the event (as a result of the Executive’s incapacity due to physical or
mental illness), the Executive incurs a separation from service pursuant to
Code Section 409A, the Employee’s employment shall immediately terminate for
Disability.


                    (b)
In the event a dispute arises between the Executive and the Company concerning
the Executive’s physical or mental ability to continue or return to the
performance of his duties as aforesaid or as to whether such disability is
likely to totally and permanently prevent the Executive from performing his
material duties, the Executive shall submit to examination by a competent
physician mutually agreeable to both parties or, if the parties are unable to
agree, by a physician appointed by the President of the Association of the Bar
of the City of New York, and such physician’s opinion shall be final and
binding.


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                    (c)
Notwithstanding anything in this Agreement to the contrary, the Executive’s
right to terminate the Executive’s employment for Good Reason or voluntarily
pursuant to Section 5.5 hereof shall not be affected by the Executive’s
incapacity due to physical or mental illness.


                    (d)
For purposes of this Agreement, a “Notice of Disability Termination”
shall mean a written notice which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under this Section 4.2 and which shall have been authorized by a
vote of at least three-quarters of the entire membership of the Board at a
meeting of the Board called and held for that purpose (after reasonable notice
to the Executive and reasonable opportunity for the Executive, together with
the Executive’s counsel, to be heard before the Board).


          4.3. Termination
for Good Reason. A Termination for Good Reason means a termination by the
Executive by written notice given within one hundred twenty (120) days after
the occurrence of the Good Reason event. For purposes of this Agreement, “Good
Reason” shall mean the occurrence or failure to cause the occurrence, as the
case may be, without the Executive’s express written consent, of any of the
following circumstances, unless in the case of (a), (e), (f), (g), (h), or (k)
below such circumstances are fully corrected prior to the date of termination
specified in the Notice of Termination for Good Reason (as defined in Section
4.4 hereof) and further provided that, in the case of (a) or (b), the Executive
shall have the right to require the Board to either approve or reverse the
action referred to in (a) or (b) below, as the case may be.


                    (a)
Any nonincidental de jure or de facto demotion or diminution of the Executive
from the highest position held by the Executive on or after the date hereof (the
“Executive’s Highest Position”), including
without limitation (i) any nonincidental reduction in the Executive’s authority
or responsibility, any nonincidental curtailment of the Executive’s access to
management senior to the Executive for ordinary course reporting purposes or
any assignment to the Executive of duties inconsistent with the Executive’s
Highest Position, or (ii) any failure to re-elect the Executive to the
Executive’s Highest Position, including without limitation the title thereof,
except in each case in connection with the termination of the Executive’s
employment for Cause or Disability or as a result of the Executive’s death,
provided that if such event takes place prior to a Change of Control such event
shall only be deemed Good Reason if such action is approved by a majority of
the directors who are not employed by the Company and who are not relatives (by
blood or marriage) of the Executive;


                    (b)
In the event a Change of Control has taken place, a failure by the Company to
continue any bonus plan in which the Executive is then entitled to participate
(the “Bonus Plan”), provided that any such plans
may be modified from time to time but shall be deemed terminated if (i) any
such plan does not remain substantially in the form in effect prior to such
modification and (ii) if plans providing the Executive with substantially
similar benefits are not substituted therefor (“Substitute Plans”),
or a failure by the Company to continue the Executive as a participant in the
Bonus Plans and Substitute Plans on at least the same basis as to the potential
amount of the bonus and the achievability thereof as the Executive
participated, immediately prior to any change in such plans or awards, in
accordance with the Bonus Plans and the Substitute Plans;


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                    (c)
In the event that the Company’s Bonus Plan is a purely discretionary plan and a
Change of Control has taken place, a failure to provide the Executive with a
bonus in cash for each fiscal year of the Company ending during the Employment
Term and after the Change of Control of the Company at least equal to the
highest bonus earned by, or awarded to, the Executive in respect of any of the
three fiscal years of the Company ending immediately prior to the Change of
Control of the Company or, if higher, for the fiscal year of the Company, in
which such Change of Control of the Company occurs;


                    (d)
In the event a Change of Control has taken place, a relocation of the Company’s
principal executive offices to a location more than 50 miles from the Empire
State Building in New York City, New York (the “New York City
Metropolitan Area”) or the Company requiring the Executive to be
based anywhere other than the New York City Metropolitan Area, except for
required travel on the Company’s business to an extent substantially consistent
with the Executive’s business travel obligations immediately prior to the
Change of Control;


                    (e)
In the event a Change of Control has taken place, any material adverse change
in the office assignment (based on size, location, furnishings and other
appointments) or secretarial and other support accorded to Executive at the
time the Executive held the Executive’s Highest Position;


                    (f)
In the event a Change of Control has taken place, a failure by the Company to
continue in effect any benefit plan or arrangement (including any pension,
profit sharing, life insurance, health, accidental death or dismemberment or
disability plan) in which the Executive or his dependents is then participating
or plans or arrangements which in the aggregate provide the Executive and the
Executive’s dependents with substantially similar benefits, or the taking of
any action by the Company which would adversely affect the Executive’s and the
Executive’s dependents’ participation in or reduce the Executive’s and the
Executive’s dependents’ benefits under any of such plans or arrangements or the
replacements thereof, providing that the foregoing shall not limit the Company’s
right to make changes to comply with applicable laws, provided that the Company
shall otherwise compensate the Executive for any loss (including but not
limited to tax benefits) to the Executive as a result of such changes and any
losses associated with such changes are made to the Executive no later than the
applicable Short Term Deferral Date;


                    (g)
In the event a Change of Control of the Company has taken place, a failure to
permit the Executive to participate in incentive plans and programs, on a basis
providing the Executive with the opportunity to receive compensation (without
duplication or the amounts under Bonus Plans) equal to the highest level of
those provided by the Company to the Executive on an annualized basis under
such incentive plans and programs, including without limitation stock option
plans and other equity based compensation plans, as in effect within one year
prior to the time of the Change of Control of the Company or, if more favorable
to the Executive, as in effect at any time thereafter with respect to the
Executive or other executives with comparable responsibilities;


                    (h)
In the event a Change of Control has taken place, the taking of any action by
the Company which would deprive the Executive of any material fringe benefit
then enjoyed


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by the Executive or the failure by the Company to provide the Executive
with the number of paid vacation days to which the Executive is or was entitled
in accordance with this Agreement;


                    (i)
The failure by the Company to obtain the specific assumption of this Agreement
by any successor or assign of the Company or any person acquiring all or
substantially all of the Company’s assets;


                    (j)
The failure of the Company to pay to the Executive any amounts due under this
Agreement within the later of seven (7) days after the due date thereof or
seven (7) days after the Executive’s written demand for payment of such amount
to the Board;


                    (k)
Any material breach by the Company of any provision of this Agreement; or


                    (l)
Any purported termination of the Executive’s employment, which is not effected
pursuant to the terms and provisions of this Agreement, and, for purposes of
this Agreement, no such purported termination shall be effective.


          4.4. Notice
of Termination for Good Reason. A Notice of Termination for Good Reason
shall mean a notice that shall indicate the specific termination provision in
Section 4.3 relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for Termination for Good Reason. The
failure by the Executive to set forth in the Notice of Termination for Good
Reason any fact or circumstances which contribute to the showing of Good Reason
shall not waive any right of the Executive hereunder or preclude the Executive
from asserting such fact or circumstance in enforcing his rights hereunder. The
Notice of Termination for Good Reason shall provide for a date of termination
not less than fifteen (15) nor more than sixty (60) days after the date such
Notice of Termination for Good Reason is given, provided that in the event of a
Termination for Good Reason based upon Section 4.3(1), the notice of
termination may treat the date of the purported termination as the date of
termination.


          4.5. Cause.
(a) For
purposes of this Agreement, the term “Cause” shall be
limited to (i) action by the Executive involving willful malfeasance having a
material adverse effect on the Company, (ii) substantial and continuing refusal
by the Executive in willful breach of this Agreement to perform the duties
required of him hereunder (other than any such failure resulting from
incapacity due to physical or mental illness) after a demand for substantial
performance is delivered to the Executive by the Board which specifically
identifies the manner in which the Board believes that the Executive has
substantially and continually refused to perform his duties in willful breach
of this Agreement, or (iii) the Executive being convicted of a felony (other
than a traffic violation). Notwithstanding anything to the contrary contained
in this Section 4.5, any action or refusal by the Executive shall not
constitute “Cause” if (i) in good faith, the Executive reasonably believed such
action or refusal to act to be in or not opposed to the best interests of the
Company, (ii) the Executive shall be entitled, under applicable law or the
Certificate of Incorporation or By-Laws of the Company, to be indemnified with
respect to such action or refusal, (iii) the Executive’s act, or failure to
act, was based upon authority given pursuant to a resolution duly adopted by
the Board or pursuant to the direction of a more senior executive, or


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(iv) the Executive’s act, or failure to act, was based upon the advice of
counsel or special counsel for the Company.


                    (b)
The Executive shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to the Executive a Notice of Termination
for Cause. For purposes of this Agreement a “Notice of Termination
for Cause” shall mean delivery to the Executive of a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board called and held
for that purpose (after reasonable notice to the Executive and reasonable
opportunity for the Executive, together with the Executive’s counsel, to be
heard before the Board), finding that in the good faith opinion of the Board
the Executive was guilty of conduct constituting Cause and specifying the
particulars thereof in detail. For purposes of this Agreement, no such
purported termination of the Executive’s employment shall be effective without
such Notice of Termination for Cause. No Notice of Termination for Cause shall
be deemed valid if such Notice is given more than one hundred and twenty (120)
days after the Company had actual knowledge of the conduct at issue.


5. CONSEQUENCES OF TERMINATION


          5.1. Death.
Upon the Executive’s death, this Agreement shall terminate without further
obligations to the Executive’s legal representatives under this Agreement other
than those obligations accrued hereunder at the date of his death, including,
for this purpose, (i) the Executive’s full Base Salary through the date of
death, (ii) any compensation earned but not yet paid, (iii) the product of (x)
the annual bonus paid to the Executive for the last full fiscal year of the
Company multiplied by (y) a fraction, the numerator of which is the number of
days in the current fiscal year during which the Executive was employed by the
Company, and the denominator of which is 365 (the “Pro-rated Bonus
Obligation”), (iv) any compensation previously deferred by the
Executive (together with any accrued earnings thereon) and not yet paid by the
Company, (v) any accrued vacation pay not yet paid by the Company and (vi) any
other amounts or benefits owing to the Executive under the then applicable
employee benefit plans or policies of the Company, including but not limited to
the insurance policies required to be maintained pursuant to Section 3 hereof.
(Such amounts specified in clauses (i), (ii), (iii), (iv), (v) and (vi) are
hereinafter referred to as “Accrued Obligations”).
All Accrued Obligations other than under (iv) or (vi) shall be paid to the
Executive’s estate or designated beneficiaries, as the case may be, in a lump
sum in cash 30 days after the date of death and the amounts under (iv) and
(vi), in accordance with the applicable incentive compensation plan or employee
benefit plan (including, but not limited to, manner, form and time of payment).


          5.2. Disability.
If the Executive’s employment is terminated by reason of the Executive’s Disability,
the Executive shall be entitled to (i) all Accrued Obligations, and (ii) an
amount equal to three (3) years of the Executive’s Base Salary (less the
projected amount the Executive would be entitled to receive under the Long Term
Disability Plan during the three (3) year period immediately following the
termination date assuming he remained Disabled), and an amount equal to
seventy-two (72) times the then monthly COBRA premium), both, subject to
Section 9, paid to the Executive in a lump sum 30 days from the date of the
Executive’s termination of employment. In addition, the Executive shall for
three years after such termination continue to be covered by the Company for
life insurance as if he was an active


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employee and shall be given access to health coverage by the Executive
paying monthly an amount equal to the COBRA premium for such coverage. The
Executive shall also be entitled to amounts due him under the Company’s Long
Term Disability Plan.


          5.3. Termination
for Good Reason or Without Cause. If the Executive’s employment with the
Company is terminated by the Executive for Good Reason during the Employment
Term or the Executive’s employment with the Company is terminated by the
Company Without Cause, or the employment relationship is terminated by
nonrenewal by the Company pursuant to Section 1.2, then the Company shall,
subject to Section 9, pay and provide, as the case may be, to the Executive the
following payments and benefits upon such termination:


                    (a)
The Company shall pay the Executive Accrued Obligations. All Accrued
Obligations other than under Section 5.1 (iv) or (vi) shall be paid to the
Executive in a lump sum in cash 30 days after the date of termination and the
amounts under Section 5.1 (iv) and (vi), in accordance with the applicable
incentive compensation plan or employee benefit plan (including, but not
limited to, manner, form and time of payment).


                    (b)
The Company shall pay to the Executive as severance pay, in a lump sum 30 days
after the date of termination:


                              (i)
a lump sum in an amount equal to three (3) times the Executive’s Base Salary;


                              (ii)
a lump sum in an amount equal to the product of (A) the annual bonus paid by
the Company to the Executive for the last fiscal year of the Company ending
prior to the date of termination multiplied by (B) three; and


                              (iii)
a lump sum in an amount equal to seventy-two (72) times the then monthly COBRA
premium and thirty-six (36) times the monthly long term disability premium.


                              (iv)
with respect to each incentive pay plan (other than stock option or other
equity plans and the annual bonus plan) of the Company (or its Subsidiary) in
which the Executive participated at the time of termination, a lump sum amount
equal to the amount the Executive would have earned if he had continued
employment for three (3) additional years and achieved all criteria under the
incentive plans for the target award provided thereunder.


                              (v)
a lump sum in an amount equal to the product (A) the annual amount deferred by
the Executive for the last calendar year ending prior to the date of
termination multiplied by (B) three; and 


                    (c)
In addition, the Executive shall for three (3) years after such termination
continue to be covered by the Company for life insurance as if he was an active
employee and shall be given access to health coverage by the Executive paying
monthly an amount equal to the COBRA premium.


                    (d)
To the extent the additional three (3) years service time would qualify the
Executive for any additional benefits under any such Company medical plan or
Company life insurance plan, such as retiree health or life insurance coverage
(beyond that covered above), as


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additional severance pay, such life insurance coverage and additional
benefits shall be provided in accordance with (c) above and under (b)(iii)
above the Executive shall receive an additional lump sum equal to three (3)
times the then COBRA premium multiplied by the actual additional projected
months of such coverage period.


                    (e)
Stock Option and Restricted Stock Plans. To the extent permitted under
the terms of the applicable stock option or restricted stock plan, any stock
options that would vest in the three (3) years after termination and any
restricted stock that would become nonforfeitable in such three (3) year period
shall immediately vest or become nonforfeitable, as the case may be, and the
exercise period of any stock options shall be extended as if the Executive
remained employed until the end of such additional three (3) years.


                    (f)
Deferred Compensation Plan. To the extent permitted under the terms of
the Company’s deferred compensation plan, any amount deferred subject to
vesting shall immediately vest and become immediately payable to the Executive.



          5.4. Termination
With Cause or Voluntary Termination Prior to One Year After a Change of Control.
If the Executive is terminated With Cause or voluntarily terminates employment
without Good Reason other than after one year after a Change of Control, the
Executive shall receive only Base Salary through the date of his termination
and any amounts then accrued and unpaid within 30 days from the date of
termination. Benefits and rights under any benefit deferred or incentive plan
shall be paid or retained in accordance with the terms of such plan, which
shall be in compliance with Code Section 409A.


          5.5. Voluntary
Termination. If, and only if, (i) a Change of Control of the Company shall
occur and (ii) the Executive continues to be employed by the Company during the
one year period following the date of the Change of Control of the Company (the
“Post Change Period”), then, notwithstanding anything to the contrary contained
in this Agreement, the Executive may elect at any time following the Post
Change Period to terminate, for any reason or no reason whatsoever, the
Employment Term, on at least two weeks prior written notice. If, after the Post
Change Period, the Executive terminates the Employment Term for any reason
other than one constituting Good Reason (which shall be covered by Section 5.3
above), then and in such event, the Company shall pay to the Executive in lieu
of any and all other rights of the Executive hereunder to severance benefits,
the Accrued Obligations plus, in a lump sum thirty (30) days after the date of
such termination (subject to Section 9) an amount equal to one-half of the Base
Salary due the Executive during the remaining portion of the Employment Term. 


          5.6. Prior
Reduction. For purposes of this Section 5, in the event that any
compensation, rights or benefits (or the methods of calculating the same) to
which the Executive was entitled prior to the date of termination of employment
were at any time within one (1) year prior to the date of termination reduced
or terminated without his express written consent, then that item of
compensation, right or benefit (or the method of calculating the same) to which
the Executive is entitled under this Section shall be the compensation, right,
benefit or method in effect prior to such reduction. Notwithstanding anything
to the contrary contained herein, no provision hereof shall result in any
actual additional vesting or benefits within any plan qualified under Section
401 of the Internal Revenue Code of 1986, as amended.


- 11 -








	
  

 	
  

 
	
 6. CONFIDENTIAL INFORMATION, NON-COMPETITION, INVENTIONS, ETC.

 


                    (a)
The Executive shall hold in a fiduciary capacity for the benefit of the Company
all secret or confidential information, knowledge or data relating to the
Company or any of its affiliated companies, and their respective businesses,
(i) obtained by the Executive during his employment by the Company or any of
its affiliated companies and (ii) not otherwise public knowledge or known
within the Company’s industry other than through improper disclosure by the
Executive. After termination of the Executive’s employment with the Company,
the Executive shall not, without the prior written consent of the Company,
unless compelled pursuant to the order of a court or other body having
jurisdiction over such matter or upon the advice of counsel, communicate or
divulge any such information, knowledge or data to anyone other than the
Company and those designated by it.


                    (b)
During the Employment Term and, if the Employment Term ends prior to a Change
of Control, for a period of one (1) year after the termination or expiration
thereof, the Executive will not directly or indirectly:


                              (i)
as an individual proprietor, partner, stock-holder, officer, employee,
director, joint venturer, investor, lender, or in any other capacity whatsoever
(other than as the holder of not more than three percent (3%) of the total
outstanding stock of a publicly held company), engage in the business (the
“Restricted Business”) of developing, producing, marketing, selling or
performing products or services developed or being developed, produced,
marketed, sold or performed by the Company while the Employee was employed by
the Company (provided that following the expiration or termination of the
Employment Term, (x) the Executive may act as an employee of or consultant to a
person or entity which engages in the Restricted Business so long as the
Employee does not himself engage in or assist the person or entity in engaging
in the Restricted Business by virtue of such employment or consulting
relationship; (y) the Executive may serve as a senior executive in a
corporation or other entity that has a division or subsidiary that reports to
the Executive and that engages in the Restricted Business if the Executive is
no more than nominally involved in the day-to-day operations or business
practices of such division or subsidiary; and (z) the Executive may provide
investment banking services to corporations or other entities engaged in the
Restricted Business relating to financing, mergers, acquisitions and
dispositions; or


                              (ii)
recruit, solicit or induce, or attempt to induce, any non-clerical employee or
employees of the Company to terminate their employment with, or otherwise cease
their relationship with, the Company; or


                              (iii)
divert or take away, or attempt to divert or to take away, the business or
patronage of any of the clients, customers or accounts of the Company which
were contracts, solicited or served by the Executive while employed by the
Company.


                    (c)
If any restriction set forth in Section 6(b) above is found by any court of
competent jurisdiction or arbitrator to be unenforceable because it extends for
too long a period of time or over too great a range of activities or in too
broad a geographic are, it shall be interpreted to extend only over the maximum
period of time, range of activities or geographic area as to which it may be enforceable.


- 12 -





                    (d)
The restrictions contained in Sections 6(a), (b) and (i) are necessary for the
protection of the business and goodwill of the Company because of the trade
secrets within the Executive’s knowledge and are considered by the Executive to
be reasonable to such purpose. The Executive agrees that any breach of Sections
6(a), (b) or (i) will cause the Company substantial and irreparable damage and
therefore, in the event of any such breach, in addition to such other remedies
which may be available, the Company shall have the right to seek specific
performance and injunctive relief. In no event shall an asserted violation of
the provisions of Sections 6(a), (b) or (i) constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this
Agreement.


                    (e)
All inventions, discoveries, computer programs, data, technology, designs,
innovations and improvements (whether or not patentable and whether or not
copyrightable) related to the business of the company which are made,
conceived, reduced to practice, created, written, designed or developed by the
Executive, solely or jointly with others and whether during normal business
hours or otherwise, during his employment by the Company pursuant to this
Agreement (“Inventions”),
shall be the sole property of the Company. The Executive hereby assigns to the
Company all such Inventions and any and all related patents, copyrights,
trademarks, trade names, and other industrial and intellectual property rights
and applications therefor, in the United States and elsewhere and appoints any
office of the Company as his duly authorized attorney, but without any
out-of-pocket expense to the Executive, to execute, file, prosecute and protect
the same before any government agency, court or authority. The Executive hereby
waives all claims to moral or similar rights in any Invention. Upon the request
of the Company and at the Company’s expense, the Executive shall execute such
further assignments, documents and other instruments as maybe necessary or
desirable to fully and completely assign all such Inventions to the company and
to assist the Company in applying for, obtaining and enforcing patents or
copyrights or other rights in the United States and in any foreign country with
respect to any such Invention.


                    (f)
The Executive shall promptly disclose to the Company all such Inventions and
will maintain adequate and current written records (in the form of notes,
sketches, drawings and as may be reasonably specified by the Company) to
document the conception and/or first actual reduction to practice of any such
Invention. Such written records shall be available to and remain the sole
property of the Company at all times.


                    (g)
Upon termination of this Agreement or at any other time upon request by the
Company, the Executive shall promptly deliver to the Company all records,
files, memoranda, notes, designs, data, reports, price lists, customer lists,
drawings, plans, computer programs, software, software documentation, sketches,
laboratory and research notebooks and other documents (and all copies or
reproductions of such materials in his possession or control) belonging to the
Company.


                    (h)
The Executive represents that the Executive’s employment by the Company and the
performance by the Executive of his obligations under this Agreement do not,
and shall not, breach any agreement that obligates him to keep in confidence
any trade secrets or confidential or proprietary information of his or of any
other party or to refrain from competing, directly or indirectly, with the
business of any other party. The Executive shall not disclose to the


- 13 -





Company, and the Company shall not request that the Executive disclose, and trade
secrets or confidential or proprietary information of any other party.


                    (i)
The Executive acknowledges that the Company from time to time may have
agreements with other persons or with the United States Government, or agencies
thereof, that impose obligations or restrictions on the Company regarding
inventions made during the course of work under such agreements or regarding
the confidential nature of such work. If the Executive’s duties hereunder will
require disclosures to be made to him subject to such obligations and
restrictions, the Executive agrees to be bound by them and to take all action
necessary to discharge the obligations of the Company under such agreements.


	
  

 	
  

 
	
 7. NO MITIGATION; NO SET-OFF

 


          The Company
agrees that if the Executive’s employment with the Company is terminated during
the Employment Term for any reason whatsoever, the Executive is not required to
seek other employment or to attempt in any way to reduce any amounts payable to
the Executive by the Company pursuant to this Agreement. Further, the amount of
any payment or benefit provided for in this Agreement shall not be reduced by
any compensation earned by the Executive or benefit provided to the Executive
as the result of employment by another employer or otherwise. The Company’s
obligations to make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by any
circumstances, including without limitation any set-off, counterclaim,
recoupment, defense or other right which the Company may have against the
Executive.


	
  

 	
  

 
	
 8. GROSS-UP

 


          8.1. Gross-up
Payment. In the event that the Executive shall become entitled to the
payments and/or benefits provided by Section 5 or any other amounts (whether
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement with the Company, any person whose actions result in a change of
ownership covered by Code Section 280G(b)(2) or any person affiliated with the
Company or such person) (collectively the “Company Payments”),
and such Company Payments will be subject to the tax (the “Excise Tax”),
imposed by Section 4999 of the Code (as any similar tax that may hereafter be
imposed), the Company shall, subject to Section 9, pay to the Executive at the
time specified in Section 8.4 below an additional amount (the “Gross-up Payment”), such that the net amount
retained by the Executive, after deduction of any Excise Tax on the Company
Payments and any federal, state and local income tax and Excise Tax upon the
Gross-up Payment provided for by this Section 8.1, but before deduction for any
federal, state or local income tax on the Company Payments, shall be equal to
the Company Payments. Payments of any tax reimbursements under this Section 8.1
shall be made by the end of the calendar year following the calendar year in
which the Executive remits the related taxes.


          8.2. Method
of Calculation. For purposes of determining whether any of the Company
Payments and Gross-up Payments (collectively the “Total Payments”)
will be subject to the Excise Tax and the amount of such Excise Tax, (a) the
Total Payments shall be treated as “parachute payments” within the meaning of
section 280G(b)(2) of the Code, and all “parachute payments” in excess of the
“base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be
treated as subject to the Excise Tax, unless and except to the extent that, in
the 


- 14 -





opinion of the Company independent certified public accountants
appointed prior to any change in ownership (as defined under Code Section
280G(b)(2)) or tax counsel selected by such accountants (the “Accountants”) such Total Payments (in whole
or in part) either do not constitute “parachute payments,” represent reasonable
compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code in excess of the “base amount” or are otherwise not
subject to the Excise Tax, and (b) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Accountants in
accordance with the principles of Section 280(G) of the Code.


          8.3. Reimbursement.
For purposes of determining the amount of the Gross-up Payment, the Executive
shall be treated as paying federal income taxes at his actual tax rate for
federal income taxation in the calendar year in which the Gross-up Payment is
to be made and state and local income taxes at his actual rate of taxation in
the state and locality of the Executive’s residence for the calendar year in
which the Company Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes if paid in such year. In the event that the Excise Tax is
subsequently determined by the Accountants to be less than the amount taken
into account hereunder at the time the Gross-up Payment is made, the Executive
shall repay to the Company, at the time that the amount of such reduction in
Excise Tax is finally determined, the portion of the prior Gross-up Payment
attributable to such reduction (plus the portion of the Gross-up Payment
attributable to the Excise Tax and federal and state and local income tax
imposed on the portion of the Gross-up Payment being repaid by the Executive if
such repayment results in a reduction in Excise Tax or a federal and state and
local income tax deduction), plus interest on the amount of such repayment at
the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the
foregoing, in the event any portion of the Gross-up Payment to be refunded to
the Company has been paid to any federal, state or local tax authority,
repayment thereof (and related amounts) shall not be required until actual
refund or credit of such portion has been made to the Executive, and interest
payable to the Company shall not exceed the interest received or credited to
the Executive by such tax authority for the period it held such portion. The
Executive and the Company shall mutually agree upon the course of action to be
pursued (and the method of allocating the expense thereof) if the Executive’s
good faith claim for refund or credit is denied. Furthermore, to the extent any
repayment of such amount would be in violation of the Sarbonne Oxley Act, there
shall be no such obligation of repayment.


          In the
event that the Excise Tax is later determined by the Accountant or the Internal
Revenue Service to exceed the amount taken into account hereunder at the time
the Gross-up Payment is made (including by reason of any payment the existence
or amount of which cannot be determined at the time of the Gross-up Payment),
the Company shall make an additional Gross-up Payment in respect of such excess
(plus any interest or penalties payable with respect to such excess) at the
time that the amount of such excess is finally determined.


          8.4. Date
of Payment. Subject to Section 9, the Gross-up Payment or portion thereof
provided for in Section 8.3 above shall be paid not later than the thirtieth
day following an event occurring which subjects the Executive to the Excise
Tax; provided, however, that if the amount of such Gross-up Payment or portion
thereof cannot be finally determined on or before such day, the Company shall
pay to the Executive on such day an estimate, as determined in good faith by
the Accountant, of the minimum amount of such payments and shall pay the remainder of such


- 15 -





payments (together with
interest at the rate provided in Code Section 1274(b)(2)(B) of the Code),
subject to further payments pursuant to Section 8.3 hereof, as soon as the
amount thereof can reasonably be determined, but in no event later than the
ninetieth day after the occurrence of the event subjecting the Executive to the
Excise Tax. 


          8.5. Expenses.
The Company shall be responsible for all charges of the Accountant, which the
Company shall pay prior to the applicable Short Term Deferral Date after the
charges are incurred.


	
  

 	
  

 
	
 9. SECTION 409A OF THE CODE

 


          9.1. Section
409A. It is intended that the provisions of this Agreement comply with Code
Section 409A or be exempt therefrom, and this Agreement shall be administered,
and all provisions of this Agreement shall be construed, in a manner consistent
with the requirements for avoiding taxes or penalties under Code Section 409A.


          9.2. Installments.
If under this Agreement, an amount is to be paid in two or more installments,
for purposes of Code Section 409A, each installment shall be treated as a
separate payment.


          9.3. Separation
From Service. A termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the
payment of amounts or benefits subject to Code Section 409A upon or following a
termination of employment unless such termination is also a “Separation from Service”
within the meaning of Code Section 409A and, for purposes of any such provision
of this Agreement, references to a “resignation,” “termination,” “termination
of employment” or like terms shall mean Separation from Service.


          9.4. Specified
Employee. If the Executive is deemed on the date of termination of his
employment to be a “specified employee”,
within the meaning of that term under Section 409A(a)(2)(B) of the Code and
using the identification methodology selected by the Company from time to time,
or if none, the default methodology, then: 


	
  

 	
  

 
	
  

 	
           (a) With
 regard to any payment, the providing of any benefit or any distribution of
 equity that constitutes “deferred compensation” subject to Code Section 409A,
 payable upon separation from service, such payment, benefit or distribution
 shall not be made or provided prior to the earlier of (i) the expiration of
 the six-month period measured from the date of Executive’s Separation from
 Service or (ii) the date of Executive’s death; and

 
	
  

 	
  

 
	
  

 	
           (b) On
 the first day of the seventh month following the date of Executive’s
 Separation from Service or, if earlier, on the date of his death, (x) all
 payments delayed pursuant to this Section 9 with interest at the prime rate
 as published in the Wall Street Journal on the first business day of the
 delay period (whether they would otherwise have been payable in a single sum
 or in installments in the absence of such delay), shall be paid or reimbursed
 to the Executive in a lump sum, and any remaining payments and benefits due
 under this Agreement shall be paid or provided in accordance with the 

 


- 16 -









	
  

 	
  

 
	
  

 	
 normal dates specified from them herein and (y) all distributions of
 equity delayed pursuant to this Section 9.4 shall be made to the Executive.

 


          9.5. Reimbursement.
With regard to any provision herein that provides for reimbursement of costs
and expenses or in-kind benefits, except as permitted by Code Section 409A, (i)
the right to reimbursement or in-kind benefits shall not be subject to
liquidation or exchange for another benefit, (ii) the amount of expenses
eligible for reimbursement, of in-kind benefits, provided during any taxable
year shall not affect the expenses eligible for reimbursement, or in-kind
benefits to be provided, in any other taxable year, provided that the foregoing
clause (ii) shall not be violated without regard to expenses reimbursed under
any arrangement covered by Section 105(b) of the Code solely because such expenses
are subject to a limit related to the period the arrangement is in effect and
(iii) such payments shall be made on or before the last day of the Executive’s
taxable year following the taxable year in which the expense occurred.


          9.6. Payment
Period. Whenever a payment under this Agreement specifies a payment period
with reference to a number of days (e.g., “payment shall be made within forty
(40) days following the date of termination), the actual date of payment within
the specified period shall be within the sole discretion of the Company.


          9.7. Compliance.
If any provision of this Agreement (or of any award of compensation, including
equity compensation or benefits) would cause the Executive to incur any
additional tax or interest under Code Section 409A, the Company shall, after
consulting with the Executive, reform such provision to comply with Code
Section 409A; provided that the Company agrees to maintain, to the maximum
extent practicable, the original intent and economic benefit to the Executive
of the applicable provision without violating the provisions of Code Section
409A.


          9.8. Other
Plans and Agreements. The Company agrees that it will maintain this
agreement and all other plans and programs in which the Executive participates
in compliance with Code Section 409A and administer them accordingly.


	
  

 	
  

 
	
 10. NOTICES

 


          All notices
or communications hereunder shall be in writing, addressed as follows:


	
  

 	
  

 
	
  

 	
 To the
 Company:

 
	
  

 	
  

 
	
  

 	
           Enzo
 Biochem, Inc.

 
	
  

 	
           60
 Executive Blvd.

 
	
  

 	
           Farmingdale,
 NY 11735

 
	
  

 	
           Attention:
 Chief Executive Officer

 
	
  

 	
  

 
	
  

 	
 with a copy to each outside director of the Company at either home or
 business address as indicated in the records of the Company.

 


- 17 -









	
  

 	
  

 
	
  

 	
 To the Executive:

 
	
  

 	
  

 
	
  

 	
           At the last address on the books of the Company

 



Any such
notice or communication shall be delivered personally or be sent certified or
registered mail, return receipt requested, postage prepaid, addressed as above
(or to such other address as such party may designate in writing from time to
time). Notice shall be deemed given upon receipt if delivered personally or
three (3) days after mailing or mailed as aforesaid. Either party may change
his or its address for notices under this Agreement by sending a notice of such
new address in the manner set forth in this Section.


	
  

 	
  

 
	
 11. SEPARABILITY

 


          If any
provision of this Agreement shall be declared to be invalid or unenforceable,
in whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof which shall remain in full force and effect.


	
  

 	
  

 
	
 12. LEGAL FEES, INTEREST

 


          In the
event the Executive collects any part or all of the payments provided for
hereunder or otherwise successfully enforces the terms of this Agreement by or
through a lawyer or lawyers, the Company shall pay all costs of such collection
or enforcement, including reasonable legal fees and other fees and expenses
which the Executive may incur. The Company shall pay to the Executive interest
at the prime rate as announced from time to time by Citibank, N.A. all or any
part of any amount to be paid to the Executive hereunder that is not paid when
due. The prime rate for each calendar quarter shall be the prime rate in effect
on the first day of the calendar quarter. Any such interest shall be paid to
the Executive together with the underlying amount. Any costs of collection due
to the Executive under this Section 12 shall be paid no later than the Short
Term Deferral Date for the year in which a court or arbitrator directs payment
of the amounts due, or if settled without such direction, the year of such
settlement.


	
  

 	
  

 
	
 13. SUCCESSORS; BINDING AGREEMENT

 


                    (a)
The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or other-wise) to all or substantially all of
the business or assets of the Company 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 it if no such succession had taken place. Failure of the
Company to obtain such express assumption and agreement at or prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation and benefits from the Company in
the same amount and on the same terms to which the Executive would be entitled
hereunder if the Executive terminated his employment for Good Reason, except
that for purposes of implementing the foregoing, the date on which any such
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 or assets as aforesaid which assumes and agrees
to perform this Agreement by operation of law, or otherwise.


                    (b)
The Company may not assign this Agreement except in connection with, and to the
acquiror of, all or substantially all of the business or assets of the Company.


- 18 -





                    (c)
This Agreement shall inure to the benefit of and be enforceable by the
Executive and his personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive should
die while any amount would still be payable to him hereunder had he continued
to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to his devisee, legatee or other
designee or, if there is not such designee, to his estate.


	
  

 	
  

 
	
 14. MISCELLANEOUS

 


          No
provision of this Agreement may be modified, waived or discharged orally, but
only by a waiver, modification or discharge in writing signed by the Executive
and such officer as may be designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or in compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions of
conditions at the time or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are note expressly
set forth in this Agreement.


	
  

 	
  

 
	
 15. ARBITRATION

 


          Any dispute
or controversy arising under or in connection with this Agreement shall be
settled exclusively by arbitration, conducted before a panel of three
arbitrators in New York, New York, in accordance with the rules of the American
Arbitration Association then in effect, and judgment may be entered on the
arbitrators’ award in any court having jurisdiction. The Company shall pay all
costs of the American Arbitrator Association and the arbitrator.
Notwithstanding the foregoing, the Executive shall be entitled to seek specific
performance from a court of his right to be paid until the date of termination
during the pendency of any dispute or controversy arising under or in
connection with this Agreement and the Company shall have the right to obtain
injunctive relief from a court pursuant to Section 6(d) hereof.


	
  

 	
  

 
	
 16. ENTIRE AGREEMENT

 


          Subject to
Section 16, this Agreement represents the entire agreement of the parties and
shall supersede any and all previous contracts, arrangements or understandings
between the Company and the Executive with respect to the subject matter
hereof, including but not limited to the Existing Employment Agreement,
provided that the foregoing shall supplement and not supersede any previous
agreements, assignments or other instruments with regard to Inventions.


	
  

 	
  

 
	
 17. NON-EXCLUSIVITY OF RIGHTS

 


          Nothing in
this Agreement shall prevent or limit the Executive’s continuing or future
participation in any benefit, bonus, incentive or other plan or program
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise prejudice
such rights as the Executive may have .under any other agreement (other than
the Existing Employment Agreement and any other currently existing agreement as
to employment or severance from employment) with the Company or any of its
affiliated companies, provided that to the extent the Executive is entitled to
receive any amounts hereunder, he shall not be entitled to any amounts under
any other severance plan. Amounts 


- 19 -





which are vested benefits or which the Executive is otherwise entitled
to receive under the plan or program of the Company or any of its affiliated
companies at or subsequent to the date of termination shall be payable in
accordance with such plan or program..


	
  

 	
  

 
	
 18. GOVERNING LAW

 


          This
Agreement shall be construed, interpreted, and governed in accordance with the
laws of New York, without reference to rules relating to conflicts of law.


********


- 20 -





          IN WITNESS
WHEREOF, the Company has caused this Amended and Restated Agreement to be duly
executed and the Executive has hereunto set his hand, this 4th day of December,
2008.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ENZO
 BIOCHEM, INC.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
/s/ Barry
 W. Weiner

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 President

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Executive: 

 	
 /s/ Elazar Rabbani

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Chief
 Executive Officer 

 	
  

 



- 21 -