EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT (the "Agreement") dated as of the 1st day of January,
2002,  between  FLEMINGTON  PHARMACEUTICAL  CORPORATION,  a Delaware corporation
(together  with  its  successors  and  assigns  referred  to  herein  as  the
"Corporation"),  with  principal  executive offices located at 31 State Route 12
West,  Flemington,  New Jersey 08822 and HARRY A. DUGGER III, PH.D., residing at
548  Sergeantsville  Road,  Flemington,  New  Jersey  08822  (the  "Executive").

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

     WHEREAS,  the Corporation desires to continue to employ Executive 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 continue 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 a
Senior  Executive  Officer  of the Corporation, shall have the powers and duties
set  forth  in  the  Corporation's  By-laws  or  as  established by the Board of
Directors  of  the  Corporation  (the  "Board") and normally held by a corporate
officer holding such a position and shall report directly to the Board, of which
Executive shall be a member.  Executive shall devote Executive's entire 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 at the principal offices of the Corporation or
such  other  place  as  the  Board  may  designate.

          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  commence  as  of the Effective Date (as hereinafter defined) and
shall  continue for a term of three (3) years, 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.


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          2.2     EFFECTIVE  DATE.  The  effective date of this Agreement is the
date  set  forth  above

     3.     BASE  SALARY  AND  EXPENSE  REIMBURSEMENT.

          3.1     BASE  SALARY.  The  Corporation  shall  pay Executive a salary
(the  "Base  Salary")  at  the  rate  of $248,500 per year for the first year of
employment under this Agreement.  Payment shall be made monthly, on the last day
of  each  calendar  month.  For each subsequent calendar year of employment, the
Base  Salary  shall be increased by the greater of the "cost of living increase"
(as  defined  below)  or  five  percent  (5%)

          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 $1,000.00 (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 (a) 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 and (b) receive a cash bonus for each NDA
for  one  of  the Corporation's products which is accepted for filing by FDA, in
the  amount  of  $10,000.

          3.4     COST  OF  LIVING  INCREASE.  For  purposes  of this Agreement,
"cost  of  living  increase"  means  the  annual percentage increase of the U.S.
Department of Labor, BLS, Consumer Price Index (CPI-W) (Philadelphia-New Jersey)
during the twelve month period ending on the date of the most recently available
data  as  of  the  respective  dates  of  adjustment.

     4.     [INTENTIONALLY  OMITTED].

     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,  in  addition  to  any Base Salary earned to the date of
termination,  a  severance payment in an amount equal to Executive's Base Salary
for  the  remainder  of  the  entire  Term, payable to the Executive in biweekly
increments  until  the  date on which the Term would have otherwise expired, had
the termination not occurred.  In the event of such termination, the amounts due
hereunder  shall  be  payable without offset or defense or any obligation of the
Executive  to  mitigate  damages.

          5.2     EXECUTIVE'S TERMINATION WITHOUT GOOD REASON.  If the Executive
terminates  employment without Good Reason (as defined in Section 9.4 hereof) at

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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.  In the event of such termination, all 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  would  have  otherwise  accrued  after  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.  In  addition, to facilitate Executive's
travel  on Corporation business, during employment the Corporation shall furnish
Executive,  without cost to Executive, but in accordance with any applicable IRS
requirements  and  limitations,  a  Corporation owned or leased, and Corporation
insured,  automobile  chosen by the Corporation.  Notwithstanding the foregoing,
Executive  recognizes  that  each year the Corporation must report to the IRS an
amount  of  income to be charged to Executive as taxable income representing the
fair  value  of  Executive's  personal  use of such automobile. In addition, the
Corporation  shall  pay  or reimburse all reasonable expenses of maintaining and
operating  such  automobile.

     7.     VACATION.

     Executive  shall  be  entitled to such holidays as are in effect for all of
the  Corporation's  employees,  and  to  personal  leave  in  accordance  with
Corporation  policy as in effect from time to time. In addition, Executive shall
be  entitled  to  eight  weeks  vacation days (forty business days) per 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  only  in accord with the policies of the
Corporation.

     8.     INDEMNIFICATION.

     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, officer or
director  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,  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. Expenses indemnified against include, without
limitation,  reasonable  attorneys  fees, money judgments and money settlements,
provided  the  Corporation's advance approval has been sought and obtained. This
Section  8 is independent of any similar indemnification obligation which may be
contained  in  the  Corporation's  Certificate  of Incorporation or By-laws, and
applies  as  well  to  matters  attributable  to  Executive's  employment by the
Corporation  before  the  Effective  Date  of  this  Agreement,  if  applicable.

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     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 180 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  180  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  30  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
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  Board  of  Directors of the Corporation
provided  such  direction  is  not  inconsistent with the Executive's duties and
responsibilities as President and Chief Executive Officer of the Corporation; 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.


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          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; (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); or (iv)
requiring the Executive to be based without his consent at a location not within
reasonable  commuting  distance  of  Flemington,  New  Jersey.

     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 Company. 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.  If  Company  directs  Executive  to  cease  and desist a proposed
post-termination  course  of  conduct,  on  the  grounds that he is proposing to
compete  with  the  Company's  business,  during  this one-year post-termination
period,  Company shall compensate Executive by paying him his base Salary during
the  period  he  is  prevented  from  pursuing  such  activity.

          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 unique and extraordinary 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 commenced within thirty (30) days after request therefore is
made, and shall continue thereafter, without interruption, and that the decision

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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 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  facsimile  or mailed
first-class,  postage  prepaid, by registered or certified mail (notices sent by
mail  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. Esq. at
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.


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          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 may
assign  its  rights, together with its obligations, hereunder in connection with
any  sale,  transfer  or  other  disposition  of all or substantially all of its
business  or  assets; in any event the rights and obligations of the Corporation
hereunder  shall  be  binding  on  its successors or assigns, whether by merger,
consolidation  or  acquisition  of  all  or substantially all of its business or
assets.

          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.


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




ATTEST:                                FLEMINGTON  PHARMACEUTICAL
                                       CORPORATION.



By:  Robert  F.  Schaul                By:/s/  Donald  J. Deitman
     ------------------                   -----------------------
     Robert  F.  Schaul,  Secretary


WITNESS:

/s/  Robert  F.  Schaul                  /s/  Harry  A.  Dugger III
-----------------------                  --------------------------
                                         Harry  A.  Dugger,  III,  individually






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