EXHIBIT 10.88


SECOND AMENDMENT


TO THE


THIRD AMENDED AND RESTATED 


EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN



STAR SCIENTIFIC, INC. AND 


PAUL L. PERITO


 


 


This Amendment (“Amendment”)
to that certain Third Amended and Restated Executive Employment Agreement between Star Scientific, Inc., a Delaware corporation
(the “Company”) and Paul L. Perito (“Executive”) dated as of March 14, 2011 (the “Executive Employment
Agreement”) is made as of this 26th day of December, 2013, by and among the Company and the Executive. Except as set forth
in this Amendment, capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Executive
Employment Agreement.


 


WITNESSETH


 


WHEREAS, the Company and the Executive in
December 2012 amended the terms of the Executive Employment Agreement to reflect the agreement to continue Executive’s employment
on a month-to-month basis; and


 


WHEREAS, the Company and Executive wish
to further amend the terms of the Executive Employment Agreement to reflect that Executive will be resigning as the Company’s
President and COO and will be continuing to be employed by the Company as its Vice President and Senior Counsel, Legal and Regulatory
Affairs.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company (collectively the “Parties”)
hereby agree as of the completion of the Company’s Annual Meeting on December 27, 2013 (the “Amendment Date”)
to the following:


 


1.     
Amendments to the Employment Agreement. Effective as of the Amendment Date, the Executive Employment Agreement
is hereby amended in its entirety as follows:


 


		(A)	Recitals. Section “B” of the recitals is amended to read as follows:



 


B. Executive is the Vice President and Senior Counsel,
Legal and Regulatory Affairs.


 


		(B)	Section 1.1. Section 1.1 of the Agreement is amended to read as follows:



 


		1.1	Position – The Company hereby employees Executive, and Executive hereby accepts employment with the Company as
Senior Vice President for Legal and Regulatory Affairs.



 



    	 



    	 



    

 





		(C)	Section 1.2. Section 1.2 of the Agreement is amended to read as follows:



 


		1.2	Duties. Executive agrees to devote his best
efforts, and shall have primary responsibility within the Company, to oversee and manage (i) the legal affairs of the Company
relating to all current and any future litigation or regulatory compliance matters, and (ii) such other duties, including assisting
in the Company’s ongoing transition to focus more on pharmaceutical drug development efforts, consistent with the foregoing,
assigned to him by the Company’s CEO, President or Board of Directors. Executive shall perform his duties in a trustworthy,
businesslike and loyal manner.



 


		(D)	Section 1.4. Section 1.4 of the Agreement is amended to read as follows:



 


		1.4	Reporting. Executive shall report to the CEO and/or President.



 


 


		2	No Other Amendment. Except as expressly set forth in this Amendment, the Executive Employment Agreement shall remain
unchanged and shall continue in full force and effect according to its terms.



 


		3	Acknowledgement. The Executive acknowledges and agrees that the Executive has carefully read this Amendment in its entirety
fully understands and agrees to its terms and provisions and intends and agrees that it be final and legally binding on the Executive
and the Company.



 


IN WITNESS WHEREOF, the Executive has hereunto
set the Executive's hand and the Company has caused this Amendment to be executed in its name on its behalf, all as of the day
and year first above written.


 


 


	 	STAR
SCIENTIFIC, INC.


 


/s/Jonnie
R. Williams, Sr.


By:
Jonnie R. Williams, Sr.


Title:
Chief Executive Officer


 


 


PAUL
L. PERITO


 


/s/
Paul L. Perito








 


 



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