Unassociated Document


     

    EMPLOYMENT
      AGREEMENT

     

    AGREEMENT
      dated as of July 1, 2007, between AVANTOGEN ONCOLOGY, INC., a Nevada corporation
      (“Company”),
      and
      WILLIAM ARDREY, an individual (“Executive”).

     

    Executive
      currently serves as non-executive chairman of the board of directors (the
“Board”)
      and
      interim chief executive officer of Company. Executive’s only compensation for
      such service is as provided in the plan adopted by the board at its meeting
      held
      on April 27, 2007, with respect to directors’ fees (the “Plan”).

     

    Company
      now desires to employ Executive, on an interim and part-time basis, as president
      and chief executive officer of Company (collectively, “CEO”),
      and
      Executive is amenable to being so employed, in each case, on the terms and
      subject to the conditions set forth in this Agreement.

     

    Accordingly,
      each party hereto hereby agrees as follows:

     

    1. TERM
      OF
      AGREEMENT

     

    The
      term
      of this Agreement will commence on the date first set forth above, or as soon
      thereafter as Executive commences services hereunder (Executive’s “start
      date”),
      and
      will continue from month to month thereafter until the date on which it is
      terminated pursuant to Section 5 hereof.

     

    2. EMPLOYMENT

     

    2.1 Position
      and Duties. Executive
      will serve as Company’s CEO, reporting directly to the Board, and will have the
      general powers, duties and responsibilities of management usually vested in
      that
      office in a corporation and such additional powers and duties as may be
      prescribed from time to time by the Board, which may include services for one
      or
      more subsidiaries or affiliates of Company as well as hiring key
      employees.

     

    2.2 Commitment.
      Executive will during the period of his employment hereunder discharge his
      duties to the Company to the best of his abilities in a diligent, trustworthy,
      professional and efficient manner and will devote, on a part-time basis,
      business hours (approximating 30 hours per month), attention and skills to
      the
      business and affairs of the Company as are required to discharge such duties.
      Company acknowledges that Executive may conduct other business for other
      businesses, provided such activities do not interfere with Executive’s duties
      to, and such businesses do not compete with, Company.

     

    3. COMPENSATION

     

    3.1 Compensation.
      During
      the term of this Agreement, Company will pay the amounts and provide the
      benefits described in this Section 3, and Executive agrees to accept such
      amounts and benefits in full payment for Executive’s services under this
      Agreement.

     

    3.2 Base
      Salary. Company
      will pay to Executive a base salary of $2,000 per month, payable, in arrears,
      on
      or about the last business day of each month, less applicable withholding.
      Nothing contained herein, including payment of such compensation, will
      compromise Executive’s status as a “non-executive director” for the purpose of
      receiving directors’ fees under the Plan.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    3.3 Fringe
      Benefits.

     

    (a) Company
      will provide to Executive, at Company’s cost, all perquisites to which other
      senior executives of Company are generally entitled and such other perquisites
      which are suitable to the character of the Executive’s position with Company and
      adequate for the performance of his duties hereunder (taking into account
      Company’s means).

     

    (b) Upon
      satisfaction of applicable eligibility requirements, Executive will be provided
      with such fringe benefits as Company may offer generally from time to time
      to
      its senior executives. Executive acknowledges, however, with reference to the
      foregoing, that no such benefit plans currently exist and that Company has
      no
      intention currently of implementing them To the extent legally permissible,
      Company will not treat amounts paid in respect of such benefits as income to
      Executive.

     

    3.4 Paid
      Time Off. Executive
      will accrue, on a daily basis (taking into account his part-time status), a
      total of three workweeks of paid time off (“PTO”) per
      year following the start date of this Agreement. This PTO will be in addition
      to
      normal Company holidays, which will be determined at the discretion of Company
      from time to time. Any accrued but unused PTO (up to such limits as Company
      may
      establish) will be paid to Executive, on a pro rata basis, at the time that
      his
      employment is terminated.

     

    3.5 Deductions
      from Compensation. Company
      will deduct and withhold from all compensation payable to Executive all amounts
      required to be deducted or withheld pursuant to any present or future law,
      ordinance, regulation, order, writ, judgment, or decree requiring such deduction
      and withholding.

     

    4 REIMBURSEMENT
      OF CERTAIN EXPENSES

     

    4.1 Travel
      and Other Expenses. Company
      will pay to or reimburse Executive for reasonable and necessary business, travel
      and similar expenditures incurred by Executive for which Executive submits
      appropriate receipts and reports the amount, date, location and business
      character in a timely manner.

     

    4.2 Liability
      Insurance. Company
      will continue Executive under the coverage of Company’s officers and directors’
insurance and other liability insurance policies, consistent with usual and
      reasonable business practices, to cover Executive against insurable events
      related to his employment with Company.

     

    4.3 Indemnification.
      Promptly
      upon written request from Executive, Company will indemnify, defend (with
      counsel of its choice) and hold harmless Executive, to the fullest extent under
      applicable law, for all defense costs, judgments, fines, settlements, losses,
      costs or expenses (including attorney’s fees), arising out of Executive’s
      activities as an agent, employee, officer or director of Company, or in any
      other capacity on behalf of or at the request of Company. Notwithstanding the
      foregoing, Company may not enter into any settlement, of any kind, of any claim,
      which requires Executive to admit liability or responsibility or to have any
      order or judgment entered against Executive without Executive’s consent, which
      will not unreasonably be withheld or delayed.


    
      
         

      

      
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    5 TERMINATION

     

    5.1 Termination
      and Resignation. Company
      may terminate Executive’s employment at any time, with or without notice or
      cause. If Company terminates Executive’s employment for cause, or if Executive
      resigns voluntarily, Company will pay Executive his salary prorated through
      the
      date of termination, at the rate in effect at the time notice of termination
      is
      given, together with any benefits accrued through the date of termination.
      If
      Company terminates Executive’s employment without cause, Company will pay
      Executive his salary prorated through the date that follows by 30 days the
      date
      of termination, at the rate in effect at the time notice of termination is
      given, together with any benefits accrued through the date of termination.
      Company will have no further obligations to Executive under this
      Agreement.

     

    5.2 Death
      or Disability. To
      the
      extent consistent with applicable law, Executive’s employment will terminate on
      his death or disability. In the event of termination due to death or disability,
      Company will pay Executive (or his legal representative) his salary prorated
      through the date that follows by 30 days the date of termination, at the rate
      in
      effect at the time of termination. Company will have no further obligations
      to
      Executive (or his legal representative) under this Agreement, except for any
      vested rights under employee benefit plans and programs and the right to receive
      reimbursement for business expenses.

     

    5.3 Return
      of Company Property. Within
      ten days after the effective date of termination of Executive’s employment
      with Company, Executive will return to Company all products, books, records,
      forms, specifications, formulae, data processes, designs, papers and writings
      relating to the business of Company, including, but not limited to, proprietary
      or licensed computer programs, customer lists and customer data, and copies
      or
      duplicates thereof in Executive’s possession or under Executive’s control.
      Executive will not retain any copies or duplicates of such property and all
      licenses granted to him by Company to use computer programs or software will
      be
      revoked on the termination date.

     

    6 CONFIDENTIAL
      INFORMATION

     

    6.1 Trade
      Secrets of Company. Executive,
      during the term of this Agreement, will develop, have access to and become
      acquainted with various trade secrets which are owned by Company and which
      are
      regularly used in the operation of its business. Executive will not disclose
      such trade secrets, directly or indirectly, or use them in any way, either
      during the term of this Agreement or at any time thereafter, except as required
      in the course of his employment by Company. All files, contracts, manuals,
      reports, letters, forms, documents, notes, notebooks, lists, records, documents,
      customer lists, vendor lists, purchase information, designs, computer programs
      and similar items and information relating to the businesses of such entities,
      whether prepared by Executive or otherwise and whether now existing or prepared
      at a future time, coming into his possession will remain the exclusive property
      Company.

     

    6.2 Confidential
      Data of Customers of Company. Executive,
      in the course of his duties, will have access to and become acquainted with
      financial, accounting, statistical and personal data of customers of Company
      and
      of its and their affiliates. All such data is confidential and will not be
      disclosed, directly or indirectly, or used by Executive in any way, either
      during the term of this Agreement (except as required in the course of
      Executive’s employment by Company) or at any time thereafter.


    
      
         

      

      
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    6.3 Injunctive
      Relief. Executive
      acknowledges that the services to be rendered under this Agreement and the
      items
      described in this Section 6 are of a special, unique and extraordinary
      character, that it would be difficult or impossible to replace such services
      or
      to compensate Company in money damages for a breach of this Agreement.
      Accordingly, Executive agrees and consents that if he violates any of the
      provisions of this Agreement, Company, in addition to any other rights and
      remedies available under this Agreement or otherwise, will be entitled to
      temporary and permanent injunctive relief.

     

    6.4 Continuing
      Effect. The
      provisions of this Section 6 will remain in effect after the effective date
      of termination of Executive’s employment with Company.

     

    7 OTHER
      PROVISIONS

     

    7.1 Cure
      Period. In
      the
      event that Executive or Company breaches this Agreement, the breaching party
      will have five business days within which to cure such breach, after
      receiving written notice from the other party specifying in reasonable detail
      the basis for the claimed breach. No breach of the Agreement will be actionable
      if the breaching party is able to cure the breach within the aforementioned
      cure
      period.

     

    7.2 Compliance
      with Other Agreements. Executive
      represents and warrants to Company that, to his knowledge and belief, the
      execution, delivery and performance of this Agreement will not conflict with
      or
      result in the violation or breach of any term or provision of any order,
      judgment, injunction, contract, agreement, commitment or other arrangement
      to
      which Executive is a party or by which he is bound.

     

    7.3 Counsel.
      The
      parties acknowledge and represent that, prior to the execution of this
      Agreement, they have had an opportunity to consult with their respective counsel
      concerning the terms and conditions set forth herein. Additionally, Executive
      represents that he has had an opportunity to receive independent legal advice
      concerning the taxability of any consideration received under this Agreement.
      Executive has not relied upon any advice from Company or its attorneys with
      respect to this Agreement or the taxability of any consideration received under
      this Agreement.

     

    7.4 Non-delegable
      Duties. This
      Agreement is a contract for Executive’s personal services. The duties of
      Executive under this Agreement are personal and may not be delegated or
      transferred in any manner whatsoever, and will not be subject to involuntary
      alienation, assignment or transfer by Executive during his life.

     

    7.5 Governing
      Law. The
      validity, construction and performance of this Agreement will be governed by
      the
      internal laws of the State of California. The federal and state courts located
      in Los Angeles, California, will have exclusive jurisdiction over any action
      to
      compel performance in accordance with this Agreement or to enforce any award
      in
      any arbitration.

     

    7.6 Severability.
      The
      invalidity or unenforceability of any particular provision of this Agreement
      will not affect the other provisions, and this Agreement will be construed
      in
      all respects as if any invalid or unenforceable provision were
      omitted.

     

    7.7 Binding
      Effect. The
      provisions of this Agreement will bind and inure to the benefit of the parties
      hereto and their respective successors and permitted assigns.

     

    7.8 Notice.
      Any
      notices or communications required or permitted by this Agreement will be deemed
      sufficiently given if in writing and when delivered personally or two business
      days after deposit with the United States Postal Service as registered or
      certified mail, postage prepaid and addressed as follows:


    
      
         

      

      
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    (a) if
      to
      Company, to the principal office of Company in the State of California, marked
      “Attention: Board of Directors”; or

     

    (b) if
      to
      Executive, to the most recent address for Executive appearing in Company’s
      records.

     

    7.9 Dispute
      Resolution. Any
      disputes, controversies or claims arising out of or relating to this Agreement
      will be resolved by mediation or, failing which, binding arbitration before
      a
      retired judge at JAMS in Santa Monica, California, in accordance with JAMS’s
      rules and procedures and the Dispute Resolution Agreement.

     

    7.10 Attorneys’
      Fees. The
      prevailing party in any suit or other proceeding brought to enforce, interpret
      or apply any provisions of this Agreement will be entitled to recover all costs
      and expenses of the proceeding and investigation (not limited to court costs),
      including attorneys’ fees.

     

    7.11 Headings.
      The
      headings contained in this Agreement are for reference purposes only and will
      not affect in any way the meaning or interpretation of this
      Agreement.

     

    7.12 Amendment
      and Waiver. This
      Agreement may be amended, modified or supplemented only by a writing executed
      by
      each of the parties hereto. Either party may in writing waive any provision
      of
      this Agreement to the extent such provision is for the benefit of the waiving
      party. No waiver by either party of a breach of any provision of this Agreement
      will be construed as a waiver of any subsequent or different breach, and no
      forbearance by a party to seek a remedy for noncompliance or breach by the
      other
      party will be construed as a waiver of any right or remedy with respect to
      such
      noncompliance or breach.

     

    7.13 Entire
      Agreement. This
      Agreement and the Plan are the only agreements and understandings between the
      parties hereto pertaining to the subject matter hereof, and supersede all prior
      agreements, summaries of agreements, descriptions of compensation packages,
      discussions, negotiations, understandings, representations or warranties,
      whether verbal or written, between the parties pertaining to such subject
      matter.

     

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

     

    


    
      	 	 	
              AVANTOGEN
                ONCOLOGY, INC.

            
	 	 	 
	
              __________________________________

            	 	
              __________________________________

            
	
              William
                Ardrey

            	 	
              Lee
                Cole

            
	 	 	
              Director

            
	 	 	 
	 	 	
              ___________________________________

            
	 	 	
              Michael
                Hillmeyer

            
	 	 	
              Director

            


    

     

    


    
      
         

      

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