EXHIBIT 10.22

                              EMPLOYMENT AGREEMENT
                               AMENDMENT NUMBER 1



          AMENDMENT  NUMBER  1,  DATED  DECEMBER  22  , 2001, (the Amendment) to
EMPLOYMENT  AGREEMENT  (the  "Agreement")  dated  September  4,  2001,  between
FLEMINGTON  PHARMACEUTICAL  CORPORATION,  a  New  Jersey  corporation  (the
"Corporation"),  31 State Route 12 West, Flemington, New Jersey 08822 and ROBERT
C.  GALLER, 17260 Gulf Pine Circle, Wellington, Florida 33414 (the "Executive").

                              W I T N E S S E T H
                          ----------------------------


     WHEREAS,  the parties entered into the Agreement on September 4, 2001; and,

     WHEREAS,  certain  of  the conditions of the Agreement have been satisfied,
and  the  parties  wish  to revise the terms and conditions of the Agreement, as
provided  herein;

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
herein  contained,  the  parties  agree  as  follows:

     1.  This Amendment is made pursuant to paragraph 13.8 of the Agreement. The
provisions  hereof  shall  become  effective  on the date of this Amendment. All
terms of the Agreement not explicitly amended herein shall continue in effect as
originally  written.

     2.  Paragraph  2.1  of  the  Agreement  is  revised  to  read  as  follows:

          2.1 TERM. The Executive's employment under this Agreement (the "Term")
          shall  begin  as  of  the  Effective Date (as hereinafter defined) and
          shall continue for a term of three (3) years, unless sooner terminated
          pursuant  hereto.  Notwithstanding  anything to the contrary contained
          herein,  the  provisions  of  this  Agreement  governing Protection of
          Confidential  Information  shall  continue  in  effect as specified in
          Section  10  hereof  and survive the expiration or termination hereof.

     3.  Paragraph  3.1.1  of  the  Agreement  is  revised  to  read as follows:

          3.1.1  INCREASE  OF  BASE SALARY. Effective upon the completion by the
          Corporation  of a capital raise of $5,000,000 ($3,000,000 of which has
          already been completed), Executive's Base Salary shall be increased to
          $180,000  per year, with a pro rata retroactive adjustment to December
          12,  2001.

     4.  Paragraph  4.1  of  the  Agreement  is  amended  to provide that the
presently  unvested  portion  of the Nonplan Options described therein are fully
vested,  effective  immediately.

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     5.  A  new  paragraph  4.3  is  added  to  the  Agreement,  as  follows:

          4.3  If,  as  a  result  of  Executive's  efforts,  the  Corporation
          successfully  raises  additional  capital,  through either a public or
          private  placement of the Corporation's common stock, in the amount of
          $5,000,000  within  two  years  of  the  date  of  this Amendment, the
          Corporation  shall  grant Executive an additional 350,000 fully vested
          Nonplan  Options  having  an  exercise  price  of  $0.75  per  share.
          Notwithstanding  anything  contained herein to the contrary, the terms
          and conditions set forth in the Nonplan Options document shall control
          the  terms  and  conditions  on  which the Nonplan Options shall vest,
          continue  in  force and may be exercised. In addition, the Term of the
          Agreement  in  paragraph 2.1 shall be extended by an additional period
          of two (2) years. (Any additional capital raise directly by or through
          the  efforts  of  Paramount  Capital  shall  be  deemed  to  have been
          concluded  through  Executive's  efforts.)

     6.  Article  5,  "Severance"  is  deleted  in  its  entirety.

     7.  Paragraph  9.4  is  deled  in  its  entirety.


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


ATTEST:                                    FLEMINGTON  PHARMACEUTICAL
                                                  CORPORATION.


By: /s/  Robert  F.  Schaul                By:/s/Harry  A.  Dugger  III
    -------------------------                 ---------------------------
         Robert  F.  Schaul,  Secretary          Harry  A.  Dugger  III, Ph.D.
                                                 President


WITNESS:



   /s/  Robert  F.  Schaul                   /s/  Robert  C. Galler
   -----------------------                   ----------------------
                                              Robert  C.  Galler


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