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                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

     Employment Agreement, dated October 8, 2001 and effective as of February
28, 2001, (the "Effective Date"), by and between AVAX Technologies, Inc., a
Delaware corporation (the "Corporation"), and Mr. David L. Tousley, an
individual (the "Executive") residing at 14613 Howe Drive, Leawood, Kansas.

                                   WITNESSETH:

     WHEREAS, the Corporation has employed the Executive pursuant to a letter
agreement dated September 13, 1996 and a supplement thereto dated April 7, 1997
(collectively, the "Employment Letter Agreements"), setting forth certain terms
of the Executive's employment; and

     WHEREAS, the Corporation and the Executive wish to amend and restate the
Employment Letter Agreements hereby in their entirety.

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

1.   EMPLOYMENT; DUTIES, POWERS AND AUTHORITY

     (a)    The Corporation engages and employs the Executive, and the Executive
hereby accepts engagement and employment as Chief Operating Officer of the
Corporation.

     (b)    The Executive shall perform his duties with all such powers and
authority as appertain to such office in accordance with the Corporation's
by-laws, subject to overall direction consistent with the legal authority of the
Board of Directors of the Corporation (the "Board"), and such duties, powers and
authority shall not be limited or materially changed by the Corporation during
the Employment Period. The Executive shall perform his duties hereunder from the
Corporation's offices and at such other places as shall be necessary according
to the needs, business or opportunities of the Corporation; provided, that the
Executive acknowledges and agrees that the performance by the Executive of his
duties hereunder may require significant domestic and international travel by
the Executive.

     (c)    As Chief Operating Officer, the Executive shall supervise, control
and be responsible for the general management and operations of the Corporation
and have such other executive powers and duties as may from time to time be
prescribed by the Board. The Executive shall report solely to the Board.

     (d)    The Corporation shall cause the Executive to be elected to the Board
at all times during the Employment Period, and the Executive shall serve as a
member of the Board at all times during the Employment Period.

     (e)    The Executive shall devote such of his time and efforts as shall be
necessary to the proper discharge of his duties and responsibilities under this
Agreement. The Executive may engage in other ventures and activities only with
the permission of the Board of Directors of the Corporation.

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2.   TERM

     The Executive's employment hereunder shall, unless earlier terminated, be
for a term of three (3) years (the "Initial Period") commencing on the Effective
Date of this Employment Agreement. The Initial Period and any Renewal Periods
(as defined below) are collectively referred to herein as the "Employment
Period". On a date not less than nine (9) months before the end of the
Employment Period, the Company and the Employee shall negotiate in good faith
whether to extend the Term of this Agreement for a further three year period
(the "Renewal Periods") which term(s) are subject to earlier termination as
hereinafter provided.

3.   COMPENSATION

     (a)    As compensation for the performance of his duties on behalf of the
Corporation, the Executive shall be compensated during the Employment Period as
follows:

            (i)    A base salary of not less than $260,000 per annum (the "Base
                   Salary"), subject to annual review commencing 12 months from
                   the Effective Date;

            (ii)   At the sole and absolute discretion of the Board, the
                   Executive may be eligible to receive an annual incentive
                   bonus (targeted to be 40%, the "Target"), beginning with the
                   first anniversary of the Effective Date during the Employment
                   Period. The Board, or a representative of the Board shall
                   meet with the Executive to establish such objectives and
                   performance standards (as the Board determines are to be
                   taken into account in determining the Executive's bonus
                   awards provided for herein. It is assumed that the objectives
                   will include performance criteria for the Corporation and the
                   stock of the Corporation, pursuant to the compensation plan
                   of the Corporation. In consideration of such bonus, the Board
                   may use some or all of the criteria listed in Exhibit I to
                   make its determination. The Target shall be paid only if the
                   Board reasonably determines that the Executive has met all of
                   the agreed to Objectives and performance standards. The bonus
                   may be more or less than Target based upon the degree to
                   which the Objectives and performance standards are met or
                   exceeded, and shall be calculated pursuant to the
                   Compensation Plan of the Corporation as approved by the
                   Compensation Committee of the Board of Directors.

            (iii)  The Corporation shall withhold all applicable federal, state
                   and local taxes, social security and workers' compensation
                   contributions and such other amounts as may be required by
                   law or agreed upon by the parties with respect to the
                   compensation payable to the Executive pursuant to this
                   section 3(a) or otherwise in connection with his employment
                   by the Corporation.

     (b)    The Executive has received options to purchase 765,208 shares of the
Common Stock of the Corporation, par value $.004, according to the Schedule in
Exhibit II. These options shall vest and be exercisable (subject to any resale
restrictions of an underwriter of the Corporation's securities), in accordance
with the provisions and terms of the letter Agreement dated September 13, 1996,
attached as Exhibit III, and in accordance with the terms and conditions
contained in the Corporation's Incentive Stock Option Plan adopted in 1992. In
addition, from time to time, at the discretion of the Board of Directors, the
Executive may be entitled to additional stock options pursuant to the
Corporation's Stock Option Plan.

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

     (d)    The Executive shall be entitled, during the Employment Period, to
not less than four weeks per year of paid vacation time, so long as it does not,
in the discretion of the Board, disrupt operations. The days selected for the
Executive's vacation must be mutually agreeable to the Corporation and the
Executive.

     (e)    During the Employment Period, the Executive shall be entitled to
participate in any group insurance, hospitalization, medical, dental, health and
accident, disability or similar plan or program of Corporation now existing or
established hereafter to the extent that he is eligible under the general
provisions thereof. The Corporation shall at all times during the term of this
Agreement maintain at its expense life insurance on the life of the Executive
with death benefits of at least Nine Hundred Thousand Dollars ($900,000) in the
form of a policy owned by the Executive, the beneficiaries of which are the
Executive's estate or other beneficiaries designated by the Executive. Upon
termination of this Agreement, the Corporation shall transfer the policy and all
accrued benefits thereunder to the Executive at no cost to the Executive such
that thereafter the Executive may maintain the full benefits of the policy by
paying premiums that become due for periods after termination at levels not
greater than those being paid by the Corporation during the term of this
Agreement.

     (f)    The Executive shall continue to be entitled to receive his salary
and benefits hereunder during any period (up to a maximum of 10 business days
(or such greater number of days as are consistent with the Corporation's sick
leave policies) per year) during which he is unable to perform his duties
hereunder because of ill health or Disability (as defined below).

     (g)    Subject to paragraphs (d) through (f) of Section 10 below, the
Executive must be an employee of the Corporation at the time that any
compensation is due in order to receive such compensation.

4.   REPRESENTATIONS AND WARRANTIES BY EXECUTIVE AND CORPORATION

     The Executive hereby represents and warrants to the Corporation as follows:

     (a)    Neither the execution and delivery of this Agreement nor the
performance by the Executive of his duties and other obligations hereunder
violate or will violate any statute, law, determination or award, or conflict
with or constitute a default under (whether immediately, upon the giving of
notice or lapse of time or both) any prior employment agreement, contract, or
other instrument to which the Executive is a party or by which he is bound.

     (b)    The Executive has the full right, power and legal capacity to
execute and deliver this Agreement and to perform his duties and other
obligations hereunder. This Agreement constitutes the legal, valid and binding
obligation of the Executive enforceable against him in accordance with its
terms. No approvals or consents of any persons or entities are required for the
Executive to execute and deliver this Agreement or perform his duties and other
obligations hereunder.

     The Corporation hereby represents and warrants to the Executive as follows:

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     (a)    The Corporation is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, which has all
requisite corporate power and authority to own its properties and conduct its
business in the manner presently contemplated.

     (b)    The Corporation has full power and authority to enter into this
Agreement and to incur and perform its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of the Corporation
enforceable against the Corporation in accordance with its terms.

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

5.   NON-COMPETITION

     (a)    The Executive understands and recognizes that his services to the
Corporation are special and unique and agrees that, during the Employment Period
and for a period of two years from the date of termination of his employment for
cause hereunder, he shall not in any manner, directly or indirectly, on behalf
of himself or any person, firm, partnership, joint venture, corporation or other
business entity ("Person"), enter into or engage in any business directly
competitive with the Corporation's business or relating to immunotherapies for
the treatment of cancer, or other therapies, treatments or matters within the
scope of, or research and development relating to, the Corporation's business,
either as an individual for his own account, or as a partner, joint venturer,
executive, agent, consultant, salesperson, officer, director or shareholder of a
Person operating or intending to operate within the area that the Corporation
is, at the date of termination, conducting its business (collectively,
"Restricted Business"). This paragraph 5(a) shall be null and void if the
Executive is terminated by the Corporation for any reason other than that
pursuant to Section 10(a)(iii).

     (b)    In the event that the Executive breaches any provisions of this
Section 5 or there is a threatened breach, then, in addition to any other rights
which the Corporation may have, the Corporation shall be entitled, without the
posting of a bond or other security, to injunctive relief to enforce the
restrictions contained herein. In the event that an actual proceeding is brought
in equity to enforce the provisions of this Section 6, the Executive shall not
urge as a defense that there is an adequate remedy at law nor shall the
Corporation be prevented from seeking any other remedies that may be available.

6.   CONFIDENTIAL INFORMATION

     (a)    The Executive agrees that during the course of his employment and
for a period of three years after termination, he will not disclose or make
accessible to any other person, the Corporation's products, services and
technology, both current and under development, promotion and marketing
programs, lists, trade secrets and other confidential and proprietary business
information of the Corporation or any of its clients except to the extent the
same have become generally known to the public other than through a breach of
this Section 6. The Executive agrees: (i) not to use any such information for
himself or others during such three-year period; and (ii) not to take any such
material or reproductions thereof from the Corporation's facilities at any time
during his employment by the Corporation, except as required in the Executive's
duties to the Corporation. The Executive agrees immediately to return all such
material and reproductions thereof in his possession to the Corporation upon
request and in any event upon termination of employment.

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     (b)    Except with prior written authorization by the Corporation, the
Executive agrees not to disclose or publish any of the confidential, technical
or business information or material of the Corporation, its clients or any other
party to whom the Corporation owes an obligation of confidence, at any time
during or for a period of three (3) years after his employment with the
Corporation.

7.   OWNERSHIP OF PROPRIETARY INFORMATION

     (a)    The Executive agrees that all information that has been created,
discovered or developed by the Corporation, its subsidiaries, affiliates,
successors or assigns (collectively, the "Affiliates") (including, without
limitation, information relating to the development of the Corporation's
business created by, discovered by, developed by or made known to the
Corporation or the Affiliates by Executive during the Employment Period and
information relating to Corporation's customers, suppliers, consultants, and
licensees) and/or in which property rights have been assigned or otherwise
conveyed to the Corporation or the Affiliates, shall be the sole property of the
Corporation or the Affiliates, as applicable, and the Corporation or the
Affiliates, as the case may be, shall be the sole owner of all patents,
copyrights and other rights in connection therewith, including but no limited to
the right to make application for statutory protection. All of the
aforementioned information is hereinafter called "Proprietary Information". By
way of illustration but without limitation, Proprietary Information shall
include all discoveries, structures, inventions, designs, ideas, works of
authorship, copyrightable works, trademarks, copyrights, formulas, data,
know-how, show-how, improvements, inventions, product concepts, techniques,
information or statistics contained in, or relating to, marketing plans,
strategies, forecasts, blueprints, sketches, records, notes, devices, drawings,
customer lists, patent applications, continuation applications,
continuation-in-part applications, file wrapper continuation applications and
divisional applications and information about the Corporation's or the
Affiliates' employees and/or consultants (including, without limitation, the
compensation, job responsibility and job performance of such employees and/or
consultants).

     (b)    The Executive further agrees that at all times, both during the
Employment Period and after the termination of this Agreement, he will keep in
confidence and trust all Proprietary Information, and he will not use or
disclose any Proprietary Information or anything directly relating to it without
the written consent of the Corporation or the Affiliates, as appropriate, except
as may be necessary in the ordinary course of performing his duties hereunder
and except for academic, non-commercial research purposes with the prior written
approval of the Board of Directors. The Executive acknowledges that the
Proprietary Information constitutes a unique and valuable asset of the
Corporation and each Affiliate acquired at great time and expense, which is
secret and confidential and which will be communicated to the Executive, if at
all, in confidence in the course of his performance of his duties hereunder, and
that any disclosure or other use of the Proprietary Information other than for
the sole benefit of the Corporation or the Affiliates would be wrongful and
could cause irreparable harm to the Corporation or the Affiliates, as the case
may be.

            Notwithstanding the foregoing, the parties agree that, at all such
times, the Executive is free to use (i) information in the public domain not as
a result of a breach of this Agreement, (ii) information lawfully received from
a third party and (iii) the Executive's own skill, knowledge, know-how and
experience to whatever extent and in whatever way he wishes, in each case
consistent with his obligations as the Executive and that, at all times, the
Executive is free to conduct any non-commercial research not relating to the
Corporation's business.

8.   DISCLOSURE AND OWNERSHIP OF INVENTIONS

     (a)    During the Employment Period, the Executive agrees that he will
promptly disclose to the Corporation, or any persons designated by the
Corporation, all improvements, inventions, designs, ideas,

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works of authorship, copyrightable works, discoveries, trademarks, copyrights,
trade secrets, formulas, processes, structures, product concepts, marketing
plans, strategies, customer lists, information about the Corporation's or the
Affiliates' employees and/or consultants (including, without limitation, job
performance of such employees and/or consultants), techniques, blueprints,
sketches, records, notes, devices, drawings, know-how, data, whether or not
patentable, patent applications, continuation applications, continuation-in-part
applications, file wrapper continuation applications and divisional
applications, made or conceived or reduced to practice or learned by him, either
alone or jointly with others, during the Employment Period (all said
improvements, inventions, designs, ideas, works of authorship, copyrightable
works, discoveries, trademarks, copyrights, trade secrets, formulas, processes,
structures, product concepts, marketing plans, manufacturing or other
strategies, customer lists, information about the Corporation's or the
Affiliates' employees and/or consultants, techniques, blueprints, sketches,
records, notes, devices, drawings, know-how, data, patent applications,
continuation applications, continuation-in-part applications, file wrapper
continuation applications and divisional applications shall be collectively
hereinafter called "Inventions").

     (b)    The Executive agrees that all Inventions shall be the sole property
of the Corporation to the maximum extent permitted by applicable law and to the
extent permitted by law shall be "works made for hire" as that term is defined
in the United States Copyright act (17 USCA, Section 101). The Corporation shall
be the sole owner of all patents, copyrights, trade secret rights, and other
intellectual property or other rights in connection therewith. The Executive
hereby assigns to the Corporation all right, title and interest he may have or
acquire in all Inventions. The Executive further agrees to assist the
Corporation in every possible way (but at the Corporation's expense) to obtain
and from time to time, enforce patents, copyrights or other rights on said
Inventions in any and all countries, and to that end the Executive will execute
all documents necessary:

            (i)    to apply for, obtain and vest in the name of the Corporation
                   alone (unless the Corporation otherwise directs) letters
                   patent, copyrights or other analogous protection in any
                   country throughout the world and when so obtained or vested
                   to renew and restore the same; and

            (ii)   to defend any opposition proceedings in respect of such
                   applications and any opposition proceedings or petitions or
                   applications for revocation of such letters, patent,
                   copyright or other analogous protection.

     (c)    The Executive's obligation to assist the Corporation in obtaining
and enforcing patents and copyrights for the Inventions in any and all countries
shall continue beyond the Employment Period, but the Corporation agrees to
compensate the Executive a reasonable rate after the expiration of the
Employment Period for time actually spent by the Executive at the Corporation's
request on such assistance.

9.   NON-SOLICITATION

     During the Employment Period, and for 18 months thereafter, Executive shall
not, directly or indirectly, without the prior written consent of the
Corporation (i) solicit or induce any employee of the Corporation or any
Affiliate to leave the employ of the Corporation or any Affiliate or (ii) hire
for any purpose any present or former employee of the Corporation or any
Affiliate, unless said employee has been terminated by the Corporation for any
reason or the employee has terminated his or her employment for cause.

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10.  TERMINATION

     (a)    The Executive's Employment Period hereunder shall begin on the
Effective Date and shall continue for the period set forth in Section 2 hereof
unless sooner terminated upon the first to occur of the following events:

            (i)    The death of the Executive;

            (ii)   The Disability (as defined below in Section 10(b)) of the
                   Executive;

            (iii)  Termination by the Board of Directors of the Corporation for
                   "Just Cause", provided that the Corporation shall have given
                   proper notice thereof, and the Executive shall have had at
                   least a thirty (30) day period to cure such "Just Cause". For
                   the Purposes of this Agreement, any of the following actions
                   by the Executive shall constitute "Just Cause":

                   (A) Material breach by the Executive of Sections 5, 6, 7, 8,
                       or 9 of this Agreement;

                   (B) Material breach by the Executive of any provision of this
                       Agreement other than Sections 5, 6, 7, 8, or 9 which is
                       not cured by the Executive within 30 days of written
                       notice thereof from the Corporation;

                   (C) Negligent performance by the Executive of his duties as
                       Chief Operating Officer of the Corporation, as determined
                       by the Board, after notice to the Executive and an
                       opportunity for the Executive to be heard by the Board;

                   (D) Any misconduct or omission on the part of the Executive
                       intended to cause harm to the Corporation; or

                   (E) The conviction of the Executive of (i) any felony or (ii)
                       any other crime involving moral turpitude;

            (iv)   Termination by the Executive for "Good Reason". Any of the
                   following actions or omissions by the Corporation shall
                   constitute "Good Reason", provided that the Executive shall
                   have given proper notice thereof, and the Corporation shall
                   have had at least a thirty (30) day period to cure such "Good
                   Reason":

                   (A) Material breach by the Corporation of any provision of
                       this Agreement that is not cured by the Corporation
                       within 30 days of written notice thereof from the
                       Executive to the Corporation, specifying in reasonable
                       detail the basis for such claimed breach;

                   (B) The failure of the Corporation to provide the Executive
                       with a position, authority or duties at least equivalent
                       to the position, authority or duties (other than those
                       relating to the Board of Directors or any committee
                       thereof) previously held by the Executive during the
                       Employment Period, or any reduction of the Compensation
                       paid by the Corporation to the Executive or any material
                       reduction of the benefits given by the Corporation to the
                       Executive, unless such reduction is deemed necessary

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                       by the Board with the consent of the Executive, if such
                       circumstance is not remedied within (15) business days
                       after written notice from the Executive to the
                       Corporation.

            (v)    A Change of Control which shall be deemed to occur upon
                   either of the following:

                   (A) The sale by the Corporation of all or substantially all
                       of its assets to any person (as such term is used in
                       Sections 13(d) and 14(d) of the Securities and Exchange
                       Act of 1934), the consolidation of the Corporation with
                       any person, or the merger of the Corporation with any
                       person as a result of which merger the Corporation is no
                       longer the surviving entity, or if the Survivor, the
                       Corporation is owned by a parent company, unless,
                       following such consolidation at least a majority of the
                       members of the Board of Directors of the surviving entity
                       or transferee are members of the Board of Directors of
                       the Corporation at the time of the initial action of the
                       Board of Directors providing for such consolidation, or

                   (B) The sale or transfer by one or more of the Corporation's
                       shareholders, in one or more transactions, related or
                       unrelated to one or more persons under circumstances
                       whereby any person and its affiliates (as hereafter
                       defined) shall own as a result of such sale or transfer
                       thereafter, at least one half of the outstanding shares
                       of the Corporation.

                   Nothing contained in the definition of Change of Control
                   shall limit or restrict the right of the Executive, in his
                   capacity as a member of the Board, from participating in any
                   discussions or voting on any matter referred to in said
                   definition at any meeting of the Board. An "Affiliate" shall
                   mean any person that directly or indirectly, through one or
                   more intermediaries, controls, or is controlled by, or under
                   common control with, any other person.

     (b)    For purposes hereof, a "Disability" of the Executive shall be deemed
to have occurred in the event (i) the Executive is absent from work or otherwise
substantially unable to assume his normal duties for a period of 30 successive
days or an aggregate of 60 days during any 12-month period because of physical
or mental disability, accident, illness or other cause other than approved
vacation or leave of absence or (ii) the Executive is deemed by a licensed
physician designated by the Corporation and reasonably acceptable to the
Executive to have a permanent disability such that Executive will be unable to
perform his duties under this agreement. The Corporation shall have the right to
have the Executive examined by a competent physician for purposes of determining
his physical or mental incapacity.

     (c)    Upon termination by Corporation pursuant to either subparagraphs
(i), (ii), (iii) and (iv) of paragraph (a) above or by Executive other than
pursuant to subparagraph (iv) of paragraph (a) above, the Executive (or his
estate in the event of termination pursuant to subparagraph (ii)), shall be
entitled to receive the Base Salary accrued but unpaid as of the date of
termination.

     (d)    Upon termination by the Corporation (other than following a Change
of Control) for any reason other than as set forth in subparagraphs (i), (ii) or
(iii) of paragraph (a) above or by the Executive for any reason set forth in
subparagraphs (iv) of paragraph (a) above, then the Corporation shall continue
to pay the Executive, as the Executive's sole damages for such termination, for
one year following such termination, the Base Salary (at the rate in effect at
the date of termination) which the Executive would

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have received during the one year period following the termination of this
Agreement had his employment not been so terminated; provided that on the date
of such termination, the Executive shall be paid a lump sum equal to one times
the annual Base Salary without set-off for any salary earned from alternative
employment. In addition, any stock options granted to the Executive, including,
but not limited to Section 3(b), shall continue to vest according to the
provisions of Section 3(b) during such one-year severance period.

     (e)    Upon termination, following a Change of Control, by the Corporation
(other than as set forth in subparagraph (i), (ii) or (iii) of paragraph (a)
above) or by the Executive for any reason set forth in subparagraphs (iv) of
paragraph (a) above, then the Corporation shall pay the Executive, as the
Executive's sole damages for such termination, a lump sum payment equal to two
times the Base Salary at the higher of the rate in effect at the date of
termination or the rate in effect on the date of the Change of Control. Such
amount(s) shall not be set-off against amounts earned from alternative
employment. In addition, any stock options granted to the Executive, including,
but not limited to Section 3(b), shall thereupon become immediately vested.

     (f)    It shall be a condition to the Executive's right to receive the
benefits provided for in paragraphs (d) through (f) of Section 3 above that the
Executive shall have delivered to the Corporation a general release dated as of
the date of termination of the Executive's employment hereunder.

11.  INDEMNIFICATION

     The Corporation shall indemnify and hold the Executive harmless to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time, for all amounts, (including without
limitation, judgements, fines, settlement payments, expenses and attorney's
fees) incurred or paid by the Executive in connection with any action, suit,
investigation or proceeding arising out of or relating to the performance by the
Executive of services for, or acting by the Executive as a director, officer or
employee of, the Corporation or any other person or enterprise at the
Corporation's request, and shall to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time, advance
all expenses incurred or paid by the Executive in connection with, and until
disposition of, any action, suit, investigation or proceeding arising out of or
relating to the performance by the Executive of services for, or acting by the
Executive as a director, officer or employee of, the Corporation or any other
person or enterprise at the Corporation's request.

12.  INSURANCE

     If requested by the Corporation, the Executive agrees to cooperate with the
Corporation in obtaining for the Corporation's benefit, at the Corporation's
expense, life insurance on his life. Such cooperation shall include completing
and signing such forms or applications, undergoing physical examinations, and
such other acts as may be required in order to obtain such insurance.

13.  NOTICES

     Any notice or other communication under this Agreement shall be in writing
and shall be deemed to have been given: when delivered personally against
receipt therefor; one (1) day after being sent by Federal Express or similar
overnight delivery; or three (3) days after being mailed registered or certified
mail, postage prepaid, return receipt requested, to either party at the address
set forth below, or to such other address as such party shall give by notice
hereunder to the other party.

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IF TO CORPORATION:                           IF TO EXECUTIVE:

AVAX Technologies, Inc.                      David L. Tousley
4520 Main Street, Suite 930                  14613 Howe Drive
Kansas City, MO 64111                        Leawood, KS 66224

With a copy to:
Shook Hardy & Bacon
Attention: Kevin R. Sweeney, Esq.
1010 Grand Blvd.
Kansas City, MO 64106

14.  SEVERABILITY OF PROVISIONS

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

15.  ENTIRE AGREEMENT; MODIFICATION

     (a)    This Agreement and the agreements and instruments referenced in
Section 3(b) hereof contain the entire agreement of the parties relating to the
subject matter hereof and supersede in their entirety the Employment Letter
Agreements, and the parties hereto have made no agreements, representations or
warranties relating to the subject matter of this Agreement which are not set
forth herein or in the agreements and instruments referenced in said Section
3(b). No modification of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

     (b)    The Executive acknowledges that any cash and non-cash compensation
received by him prior to the execution of this Agreement shall be applied to the
obligations of the Corporation hereunder and that the execution of this
Agreement after the Effective Date is not intended to entitle the Executive to
any greater compensation than was originally set forth in the Employment Letter
Agreements.

16.  BINDING EFFECT

     The rights, benefits, duties and obligations under this Agreement shall
inure to, and be binding upon, the Corporation, its successors and assigns, and
upon the Executive and his legal representatives. This Agreement constitutes a
personal service agreement, and the performance of the Executive's obligations
hereunder may not be transferred or assigned by the Executive.

17.  NON-WAIVER

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

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18.  REMEDIES FOR BREACH

     The Executive understands and agrees that any breach of Sections 5, 6, 7, 8
and 9 of this Agreement by the Executive could cause irreparable damage to the
Corporation and to the Affiliates, and that monetary damages alone would not be
adequate and, in the event of such breach, the Corporation shall have, in
addition to any and all remedies of law, the right to an injunction, specific
performance or other equitable relief to prevent or redress the violation of the
Executive's obligations under such Sections.

19.  GOVERNING LAW

     This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware without regard to principles
of conflict of laws.

20.  HEADINGS

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

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

                                           /s/ David L. Tousley
                                         ---------------------------------------
                                         David L. Tousley

                                         AVAX TECHNOLOGIES, INC.

                                  By:      /s/ John Prendergast
                                         ---------------------------------------
                                         Name:  John Prendergast
                                         Title: Director

                                      -11-
<Page>

                                    EXHIBIT I

    SOME CRITERIA FOR ASSESSMENT OF CHIEF OPERATING OFFICER PERFORMANCE BONUS

       o   ESTABLISHMENT OF STRATEGIC PLAN ANNUALLY
       o   IMPLEMENTATION OF THE COMPANY'S STRATEGIC PLAN
       o   ADVANCEMENT OF COMPANY TECHNOLOGIES ACCORDING TO THE STRATEGIC PLAN
       o   ACHIEVEMENT OF CORPORATE ALLIANCES
       o   ACHIEVEMENT OF CORPORATE ANNUAL OBJECTIVES
       o   INCREASE IN MARKET CAP OF THE COMPANY
       o   SUFFICIENT CAPITALIZATION OF THE COMPANY TO ENSURE SHORT TERM FUNDING
           TO IMPLEMENT STRATEGIC PLAN

                                      -12-
<Page>

                                   EXHIBIT II
                             INCENTIVE STOCK OPTIONS

<Table>
<Caption>
SHARES         ISSUE DATE         PRICE           EXPIRATION
----------------------------------------------------------------
<S>             <C>              <C>              <C>
125,000         10-01-96         $  1.00          10-01-03

 60,000         07-10-97         $  4.50          07-10-04

 50,000         10-07-98         $  1.25          10-07-05

 48,386         11-16-99         $ 2.938          11-16-06

 81,718         11-22-99         $ 2.938          11-22-06

 30,000         12-26-00         $ 2.938          12-26-07

150,000         03-26-01         $ 0.906          03-26-08

220,104         10-05-01         $  1.00          10-05-08
</Table>

                                      -13-