EXHIBIT 10.21


                              EMPLOYMENT AGREEMENT


          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  Corporation desires to employ Executive as the Corporation's
Vice  President  -  Corporate  Development  to  engage in such activities and to
render  such  services  under the terms and conditions hereof and has authorized
and  approved  the  execution  of  this  Agreement;  and

     WHEREAS,  Executive  desires  to  be  employed by the Corporation under the
terms  and  conditions  hereinafter  provided;

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

     1.     EMPLOYMENT,  DUTIES  AND  ACCEPTANCE.

          1.1     SERVICES.  During  employment  hereunder,  Executive  shall be
Vice President - Corporate Development of the Corporation, shall have the powers
and  duties  normally  held  by  a corporate officer holding such a position and
shall  report  directly  to  the  President  of the Corporation. Executive shall
devote  Executive's  business  time, attention, knowledge and skills faithfully,
diligently and to the best of Executive's ability in furtherance of the business
and  activities  of  the  Corporation  (the "Services").  The principal place of
performance  by  Executive  of  services  hereunder shall be agreed upon between
Executive  and  the  Corporation's  President.

          1.2     ACCEPTANCE.  Executive  hereby  accepts  such  employment  and
agrees  to  render  the  Services.

     2.     TERM  OF  EMPLOYMENT.

          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  one  (1)  year, unless sooner terminated pursuant to
Sections  5  or  9  of this Agreement.  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.

          2.2  EFFECTIVE DATE. The effective date of this Agreement (the
"Effective Date")  shall  be  September  4,  2001.


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     2.3  EXTENSION  OF  TERM.  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 $2,500,000
within  one  year  of  the  Effective  Date, the Term of this Agreement shall be
extended  by  one  year  beyond  the time it originally would have ended; if the
amount  of  such capital raised in such manner is $5,000,000 within two years of
the  Effective  Date,  the Term of this Agreement shall be extended by two years
beyond  the  time  it  originally  would  have  ended.

     3.     BASE  SALARY  AND  EXPENSE  REIMBURSEMENT.

          3.1    BASE  SALARY.  The  Corporation  shall  pay Executive a salary
(the  "Base  Salary")  at  the rate of $120,000 per year.  Payment shall be made
monthly,  on  the  last  day  of  each  calendar  month.

          3.1.1  INCREASE OF BASE SALARY. If, while this Agreement is in effect,
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, Executive's Base Salary
shall  be  increased  to $180,000 per year, effective the first day of the first
month  following  the  closing  of  such  capital  raise.


          3.2     EXPENSE  REIMBURSEMENT.  All  travel  and  other  expenses
reasonably  incurred by Executive incidental to the rendering of Services to the
Corporation  hereunder  shall  be  paid  by  the  Corporation  or  reimbursed to
Executive  upon  receipt  and  approval  of expense reports on Corporation forms
supported  by  appropriate  documentation.  From  time  to time, Executive shall
submit,  and  obtain  approval  for,  proposed  expense budgets.  All unbudgeted
expenses  in  excess  of $500.00 (individually, or collectively if in connection
with  a  single,  related subject or project within a given month) shall require
advance  approval.

          3.3     BONUSES.  In  addition,  Executive  shall  be entitled to such
other cash bonuses and other compensation in the form of stock, stock options or
other  property  or  rights  as may from time to time be awarded by the Board in
connection  with  Executive's  employment.


     4.     STOCK  OPTIONS.

          4.1     In  connection  with  this  Agreement,  the Corporation hereby
grants  the  Executive  stock options (outside of the Corporation's stock option
plans)  to  purchase  350,000  shares  of  the Corporation's common stock, at an
exercise price of $0.75 per share, (the "Nonplan Options").  The Nonplan Options
shall  vest  in, and become exercisable by, the Executive as follows: (a) 87,500
Options  on execution hereof; (b) 87,500 Options on December 5, 2001; (c) 87,500
Options  on  March 5, 2002; and, (d) 87,500 Options on June 5, 2001. The Nonplan
Options may be exercised by the Executive at any time, following vesting, during
the  ten  (10)  years  following the date of grant, provided the Executive is an
employee  of  the  Corporation at the time of exercise. 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.

          4.2     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 $2,500,000 within
one  year of the Effective Date, or $5,000,000 within two years of the Effective
Date,  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.

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     5.     SEVERANCE.

          5.1     TERMINATION  FOR  GOOD  REASON.  If  Executive's  employment
hereunder shall be terminated for Good Reason (as defined in Section 9.4 hereof)
at any time prior to the end of the Term, Executive shall be entitled to receive
from  the  Corporation any unpaid accrued Base Salary earned through the date of
termination.

          5.2     EXECUTIVE'S TERMINATION WITHOUT GOOD REASON. If the Executive
terminates  employment without Good Reason (as defined in Section 9.4 hereof) at
any  time  prior  to the end of the Term, Executive shall be entitled to receive
from  the  Corporation  payment of any unpaid accrued Base Salary earned through
the  date  of  termination.  All  other obligations of the Corporation hereunder
shall  terminate  on  the  date  of  termination and the Executive's termination
without  Good  Reason  shall act as a waiver of all claims to compensation which
might  otherwise  have  accrued  after  the  date  of  termination.

          5.3    CORPORATION'S RIGHT TO TERMINATE EARLY.  Notwithstanding
anything contained in this Agreement to the contrary, the Corporation shall have
the right to terminate Executive's employment at any time after December 4, 2001
for  any  reason  or for no reason. In such case, Executive shall be entitled to
receive  from  the Corporation any unpaid accrued Base Salary earned through the
date  of  termination.

     6.     ADDITIONAL  BENEFITS.

     During  Executive's employment, the Corporation shall cause Executive to be
covered  by all the Corporation's employee benefit plans, in effect from time to
time,  for  which  Executive  is  eligible,  including  without  limitation, any
retirement plan or group insurance.  The Corporation does not presently have any
group  life  insurance or group long-term disability insurance program; however,
the  Corporation  is  in  the  process  of  exploring the implementation of such
programs.  Upon implementation, it is the Corporation's present expectation that
the  Executive  will be covered by group life insurance in an amount equal to at
least  one  year's  Base  Salary  and  group  long-term  disability  insurance.

     7.     VACATION.

     Executive  shall  be  entitled to such holidays as are in effect for all of
the  Corporation's  employees,  and to sick leave in accordance with Corporation
policy  as in effect from time to time. In addition, Executive shall be entitled
to  four  weeks  vacation  days  (twenty  business  days)  per  year.  It is not
anticipated  that  the Executive will use any vacation days during the remainder
of  the  2001 calendar year. The timing of the taking of vacation is left to the
discretion  of  Executive,  provided  the  same  is  not  inconsistent  with the
reasonable  business requirements of the Corporation.  Vacation days not used by
Executive  during  a given year may be accumulated and carried forward to future
years.

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     8.     INDEMNIFICATION.

     As  provided in the Corporation's By-Laws, Certificate of Incorporation and
Directors  and  Officers  insurance  policy,  and  only  to  the extent provided
therein,  the  Corporation shall indemnify Executive and hold Executive harmless
against  any  and  all expenses reasonably incurred by him in connection with or
arising  out  of  (a)  the  defense  of  any action, suit or proceeding to which
Executive  is  a  named  party,  or (b) any claim asserted or threatened against
Executive,  provided,  in  either  case,  the matter has arisen because of or in
connection  with  Executive's being or having been an employee or officer of the
Corporation,  whether  or  not  he continues to be such at the time the expenses
indemnified against are incurred, except insofar as (a) such indemnification may
be  prohibited  by  law,  (b)  the  expenses  were incurred in connection with a
matter  where  the Corporation is or was in an adversarial position to Executive
and  the  Corporation prevailed against Executive in such matter (this exclusion
is  not intended by the parties to encompass a situation where the "adversarial"
position of the Corporation results from the litigation being characterized as a
shareholder's  derivative  action),  or  (c)  the  expenses  were  incurred  in
connection  with  a  matter  arising  out a material breach by Executive of this
Agreement  or  of  Executive's  obligations  to  the  Corporation  (mere  poor
performance  by  the Executive of the responsibilities of his position would not
be  considered  a  "material  breach"  for  the  purposes  of  this  exclusion).

     9.     TERMINATION.

          9.1     DEATH.  If  Executive  dies during the Term of this Agreement,
Executive's  employment  hereunder  shall  terminate  upon  his  death  and  all
obligations  of  the  Corporation hereunder shall terminate on such date, except
that  Executive's  estate  or  his  designated  beneficiary shall be entitled to
payment  of  any  unpaid  accrued  Base  Salary  through  the date of his death.

          9.2     DISABILITY.  If  Executive  shall  be  unable  to  perform  a
significant  part  of  his  duties  and  responsibilities in connection with the
conduct  of the business and affairs of the Corporation and such inability lasts
for  a  period of at least 90 consecutive days by reason of Executive's physical
or  mental  disability,  whether  by reason of injury, illness or similar cause,
Executive  shall be deemed disabled, and the Corporation any time thereafter may
terminate  Executive's employment hereunder by reason of the disability.  During
such  90  day  period,  the  Base Salary and other benefits payable to Executive
hereunder  shall not be suspended or diminished, except to the extent equivalent
to  the extent of any Corporation-provided disability insurance in effect.  Upon
delivery to Executive of notice to terminate, all obligations of the Corporation
hereunder shall terminate, except that Executive shall be entitled to payment of
any unpaid accrued Base Salary through the date of termination.  The obligations
of  Executive under Section 10 hereof shall continue notwithstanding termination
of  Executive's  employment  pursuant  to  this  Section  9.2.

          9.3     TERMINATION FOR CAUSE.  The Corporation may at any time during
the  Term,  with  10  days  prior  written  notice, terminate this Agreement and
discharge  Executive  for  Cause,  whereupon the Corporation's obligation to pay
compensation  or  other  amounts  payable  hereunder  to  or  for the benefit of
Executive  shall  terminate  on  the date of such discharge.  As used herein the
term  "Cause"  shall  be  deemed  to  mean and include: (i) a material breach by
Executive  of  this Agreement including without limitation a breach by Executive

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<PAGE>
of  the  obligations set forth in Section 10 hereof; (ii) excessive absenteeism,
alcoholism  or drug abuse; (iii) substantial neglect or inattention by Executive
of  or  to  his  duties hereunder; (iv) willful violation of specific and lawful
written  or  oral  direction  from  the  President  or Board of Directors of the
Corporation  provided  such  direction  is not inconsistent with the Executive's
duties  and  responsibilities;  or  (v) fraud, criminal conduct or embezzlement.
The  following  shall be deemed a material breach for the purposes of Subsection
(i)  hereof:  (a)  the  Executive's conviction for, or a plea of nolo contendere
to,  a felony or a crime involving moral turpitude (which, through lapse of time
or  otherwise,  is not subject to appeal); (b) willful misconduct as an employee
of the Corporation; or (c) willful or reckless disregard of his responsibilities
under  this  Agreement.  The obligations of the Executive under Section 10 shall
continue  notwithstanding  termination of the Executive's employment pursuant to
this  Section  9.3.

          9.4     TERMINATION  BY EXECUTIVE.  The Executive shall have the right
to  terminate  this  Agreement  for  Good  Reason, as hereinafter defined.  Good
Reason  shall mean any of the following:  (i) the assignment to the Executive of
duties  inconsistent  with  the  Executive's position, duties, responsibilities,
titles  or  offices  as  described  herein;  (ii)  any material reduction by the
Corporation  of  the  Executive's  duties  and  responsibilities;  or  (iii) any
reduction by the Corporation of the Executive's compensation or benefits payable
hereunder  (it  being  understood that a reduction of benefits applicable to all
employees  of  the  Corporation,  including the Executive, shall not be deemed a
reduction  of  the  Executive's  compensation  package  for  purposes  of  this
definition).

     10.     CONFIDENTIALITY;  NON-COMPETITION.

          10.1     CONFIDENTIALITY.  The  Corporation  and Executive acknowledge
that  the  services to be performed by Executive under this Agreement are unique
and  extraordinary,  and,  as  a  result  of  Executive's  employment hereunder,
Executive  will  be  in possession of confidential information and trade secrets
relating  to  the  business and affairs of both the Corporation and its clients.
Executive  agrees  that Executive will not, other than in the ordinary course of
business  and  subject  to  receipt of an appropriate Confidentiality Agreement,
during  or  after any term of employment, directly or indirectly use or disclose
to  any  person,  firm or corporation any confidential information regarding the
clients,  customers,  business  practices,  products,  research  programs of the
Corporation  or its clients acquired by Executive during Executive's employment,
unless  Executive  has  obtained  the  Corporation's  advance  written  consent
specifically  authorizing  Executive's  disclosure  or  use  thereof.

          10.2     NON-COMPETITION.  Executive  agrees  that,  for  a  period
beginning  with  the  Effective  Date of this Agreement and ending twelve months
after  the date of termination of employment by the Company, Executive will not,
either  individually  or  in  conjunction  with  any  person, firm, association,
syndicate,  company or corporation, directly or indirectly (as principal, agent,
employee,  director,  officer,  shareholder,  partner,  independent  contractor,
individual  proprietor,  or  as  an  investor  who  has  made advances, loans or
contributions  to  capital,  or  in  any  other  manner whatsoever) compete with
company in the business then conducted by the Corporation. Executive also agrees
that,  during  such  period, Executive will not solicit or encourage any persons
who,  during  such  period,  were  employees  of  Company  to (i) terminate such
persons'  employment  with  Company;  or (ii) become affiliated with any person,
firm,  association,  syndicate,  company  or  corporation which is in a business
similar  to  that  of  the  Company  and  in which Executive, either directly or
indirectly,  has  an  interest.

     10.3     ANTI-RAIDING.  Executive  agrees  that  during  the  term  of  his
employment  hereunder,  and,  thereafter for a period of one (1) year, Executive

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will  not,  as  principal,  agent,  employee,  employer, consultant, director or
partner  of  any  person,  firm,  corporation  or business entity other that the
Corporation,  or  in  any  individual  or  representative  capacity  whatsoever,
directly  or  indirectly,  without  the  prior  express  written  consent of the
Corporation approach, counsel or attempt to induce any person who is then in the
employ  of  the  Corporation to leave the employ of the Corporation or employ or
attempt  to  employ  any  such  person  or  persons  who  at any time during the
preceding  six  months  was  in  the  employ  of  the  Corporation.

          10.4     INJUNCTION.  Executive  acknowledges and agrees that, because
of the special nature of his services, any breach or threatened breach of any of
the  above  provisions  of  this  Section  10  hereof will cause the Corporation
irreparable  injury  and  incalculable harm and, therefore, the Corporation will
have "no adequate remedies at law". Executive, therefore, agrees in advance that
Corporation  shall be entitled to injunctive and other equitable relief for such
breach  or  threatened  breach  and  that  resort  by  the  Corporation  to such
injunctive or other equitable relief shall not be deemed to waive or to limit in
any  respect  any right or remedy which the Corporation may have with respect to
such  breach or threatened breach.  The Executive agrees that in such action, if
the  Corporation  makes  a  prima  facie  showing that Executive has violated or
apparently  intends  to  violate  any  of the provisions of this Section 10, the
Corporation  need  not  prove  either  damage  or irreparable injury in order to
obtain  injunctive  relief.  The  Corporation  and Executive agree that any such
action  for  injunctive or equitable relief shall be heard in a state or federal
court  situated  in  New  Jersey and each of the parties hereto agrees to accept
service  of  process  by  registered  mail  and  to  otherwise  consent  to  the
jurisdiction  of  such  courts.

          10.5     NO  INDEMNIFICATION.  The  provisions of Section 8, above, do
not  apply  to any expenses incurred by Executive in defending against any claim
made  pursuant  to  this  Section  10.

          10.6     SEVERABILITY.  If any provision contained within this Section
10  is  found  to  be  unenforceable  by reason of the extent, duration or scope
thereof,  or  otherwise,  then such restriction shall be enforced to the maximum
extent  permitted  by  law,  and  Executive agrees that such extent, duration or
scope  may  be  modified  in any proceeding brought to enforce such restriction.

     11.     ARBITRATION.     Except  with  respect  to  any  proceeding brought
under Section 10 hereof, any controversy, claim, or dispute between the parties,
directly  or  indirectly,  concerning  this  Employment  Agreement or the breach
hereof,  or  the subject matter hereof, including questions concerning the scope
and  applicability  of  this  arbitration  clause,  shall  be finally settled by
arbitration  in  the  State of New Jersey pursuant to the rules then applying of
the  American  Arbitration  Association.  The  arbitrators  shall consist of one
representative  selected  by the Corporation, one representative selected by the
Executive  and  one  representative  selected by the first two arbitrators.  The
parties  agree  to expedite the arbitration proceeding in every way, so that the
arbitration  proceeding  shall  be  begun  within thirty (30) days after request
therefore is made, and shall continue thereafter, without interruption, and that
the  decision  of  the  arbitrators shall be handed down within thirty (30) days
after  the  hearings in the arbitration proceedings are closed.  The arbitrators
shall  have  the  right  and  authority  to  assess  the cost of the arbitration
proceedings  and  to  determine  how  their decision or determination as to each
issue  or  matter  in  dispute  may be implemented or enforced.  The decision in
writing  of any two of the arbitrators shall be binding and conclusive on all of
the  parties  to this Agreement.  Should either the Corporation or the Executive
fail  to appoint an arbitrator as required by this Section 11 within thirty (30)
days  after  receiving  written  notice  from  the  other  party  to  do so, the
arbitrator appointed by the other party shall act for all of the parties and his
decision  in  writing  shall  be binding and conclusive on all of the parties to
this  Employment  Agreement.  Any  decision or award of the arbitrators shall be
final  and  conclusive  on  the  parties  to  this Agreement; judgment upon such


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decision or award may be entered in any competent Federal or state court located
in  the  United States of America; and the application may be made to such court
for  confirmation of such decision or award for any order of enforcement and for
any  other  legal  remedies that may be necessary to effectuate such decision or
award.

     12.     NOTICES.

     All  notices,  requests,  consents  and  other  communications  required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid telegram, telecopy or
mailed  first-class,  postage  prepaid, by registered or certified mail (notices
sent by telegram or mailed shall be deemed to have been given on the date sent),
to  the  parties  at their respective addresses hereinabove set forth or to such
other  address as either party shall designate by notice in writing to the other
in  accordance  herewith.  Copies  of  all  notices  shall  be sent to Robert F.
Schaul,  Esq.,  57  Dutch  Lane,  Ringoes,  New  Jersey  08551.

     13.     GENERAL.

          13.1     GOVERNING  LAW.  This  Agreement  shall  be  governed  by and
construed  and  enforced  in  accordance with the local laws of the State of New
Jersey applicable to agreements made and to be performed entirely in New Jersey.

          13.2     CAPTIONS.  The  section  headings  contained  herein  are for
reference  purposes  only  and  shall  not  in  any  way  affect  the meaning or
interpretation  of  this  Agreement.

          13.3     ENTIRE  AGREEMENT.  This  Agreement  sets  forth  the  entire
agreement  and  understanding  of  the  parties  relating  to the subject matter
hereof,  and  supersedes  all prior agreements, arrangements and understandings,
written  or  oral,  relating  to  the subject matter hereof.  No representation,
promise or inducement has been made by either party that is not embodied in this
Agreement,  and  neither  party  shall  be  bound  by  or liable for any alleged
representation,  promise  or  inducement  not  so  set  forth.

          13.4     SEVERABILITY.  If  any  of  the  provisions of this Agreement
shall  be unlawful, void, or for any reason, unenforceable, such provision shall
be  deemed  severable  from,  and  shall  in  no  way  affect  the  validity  or
enforceability  of,  the  remaining  portions  of  this  Agreement.

          13.5     WAIVER.  The  waiver  by  any party hereto of a breach of any
provision of this Agreement by any other party shall not operate or be construed
as  a  waiver  of  any  subsequent  breach  of  the  same provision or any other
provision  hereof.

          13.6     COUNTERPARTS.  This  Agreement may be executed in one or more
counterparts,  each of which shall be deemed an original, but all of which taken
together  shall  constitute  one  and  the  same  Agreement.

          13.7     ASSIGNABILITY.  This  Agreement,  and  Executive's rights and
obligations  hereunder,  may  not  be  assigned  by Executive.  The Corporation,
however,  may assign its rights, together with its obligations, hereunder to any
of its successors or assigns, whether by merger, consolidation or acquisition of
all  or  substantially  all  of  its  business  or  assets.


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          13.8     AMENDMENT.  This  Agreement  may  be  amended,  modified,
superseded,  canceled, renewed or extended and the terms or covenants hereof may
be  waived, only by a written instrument executed by both of the parties hereto,
or  in  the  case  of a waiver, by the party waiving compliance.  No superseding
instrument,  amendment,  modification, cancellation, renewal or extension hereof
shall  require  the  consent  or  approval  of any person other than the parties
hereto.  The failure of either party at any time or times to require performance
of  any  provision hereof shall in no matter affect the right at a later time to
enforce  the  same.  No  waiver  by  either  party  of the breach of any term or
covenant  contained  in  this Agreement, whether by conduct or otherwise, in any
one  or  more  instances,  shall  be deemed to be, or construed as, a further or
continuing  waiver  of  any  such breach, or a waiver of the breach of any other
term  or  covenant  contained  in  this  Agreement.

     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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