Exhibit 10.14


 


June 27, 2004


 


Mr. Brian M. Gallagher


3 Michael Way


Pennington, NJ 08534-9610


 


Dear Mr. Gallagher:


 


This will confirm our offer to
engage you as a consultant to IMCOR Pharmaceutical Co. (the “Company”) on a
month-to-month basis until your appointment as Chairman of the Board (in a
non-executive capacity) is confirmed by appropriate corporate action.


 


Your compensation as a
consultant will consists only of the grant of a non-qualified four-year option
for 100,000 shares of common stock of the Company, at an exercise price equal
to the closing price of Company’s common stock on the NASDAQ as of the date of
the grant subject to adjustment as follows: 
In the event a reverse split of the Company’s common stock is effected
before December 31, 2004, this option will be increased to equal 100,000
post-split shares with a proportionate increase in the exercise price.  For example, if the original exercise price
of the option is $0.50 and a 1 for 4 reverse split is effected, then the
original option of 100,000 shares would, post-split, be reduced to 25,000
shares at an exercise price of $2.00; however, the option would then be
adjusted to equal 100,000 post-split shares with an exercise price of $2.00 per
share.


 


In all events, 25% of the
option would be immediately vested and an additional 25% of the option would
vest, at the end of each of years 2005, 2006 and 2007, so long as you are a
member of the Board of the Directors of the Company during those subsequent
years.


 


A non-qualified option
agreement with the Company’s typical terms will be issued promptly after the
grant is effective.  The effective date
of the grant will be the date your signed acceptance of this offer is received
by the Company.


 


Once you are appointed Chairman
of the Board, your status as a consultant will terminate and you will be
compensated in your capacity as Chairman of the Board as follows:


 


1.                                       The
option granted to you as stated above, as a consultant, will continue in
accordance with its terms;


 


2.                                       You will receive
$10,000 per month; and


 


3.                                       On each annual
anniversary of your continuation as Chairman of the Board you will receive a
new grant of 100,000 options priced at market on the date of the grant.  The options will vest 25% at the end of each
year, as long as you are a member of the Board of Directors; and


 

















 


4.                                       You
will be paid all normal and necessary business expenses, subject to the
Company’s policies regarding reporting and approval of business expenses.


 


In your
capacity as a consultant as well as the non-executive Chairman of the Board,
you will provide services to the Company for one full day a week, as directed
by the President and/or the Board of the Directors.  In addition, as Chairman of the Board you will preside at meetings
of the Board of Directors.


 


As a consultant and a member of
the Board of Directors, you will be subject to typical covenants of
confidentiality regarding the Company’s trade secrets and proprietary
information.


 


This offer insofar as it
relates to your appointment as a consultant will be effective without further
corporate action; however, this offer as it relates to your appointment as the
non-executive Chairman of the Board is contingent on favorable Board
action approving such appointment and compliance with applicable requirements
for Nasdaq and the Securities and Exchange Commission.


 


If you agree with the
foregoing, please execute your acceptance at the lower left of this letter and
return a copy to me, which upon receipt will constitute an effective agreement
and your options will be deemed granted as of that time.


 


This offer is good for ten (10)
days and if it is not accepted by you by that time, will expire and become null
and void.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Taffy Williams

  	
   

  
	
   

  	
   

  
	
   

  	
  Taffy Williams, President

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
  /s/ Brian
  Gallagher

  	
   

  
	
  Brian M.
  Gallagher

  	
   

  
				



 


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