PROPRIETARY
INFORMATION, INVENTIONS, AND COMPETITION AGREEMENT

     

      THIS
AGREEMENT, dated September 2, 2009, is entered into by and between GenSpera,
Inc., (the “Company”), and Craig Dionne (“Employee”).

     

    WITNESSETH:

     

    WHEREAS,
the Employee has been hired by the Company to serve as its Chief Executive
Officer; and

     

    WHEREAS,
the Employee may be exposed, have access to, create or make contributions to the
Proprietary Information as defined below and/or inventions of the
Company;

     

    NOW,
THEREFORE, in consideration for the Company’s employment of the Employee, and
for other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the parties covenant and agree as follows:

     

    AGREEMENT

     

    1.            Acknowledgements. The
Employee understands and acknowledges that:

     

    
      
        	
              	
                (a)

              	
                As
      part of his/her services as an employee of the Company, he/she may be
      exposed or have access to, or make new contributions and inventions of
      value to, the past, present and future business, products, operations and
      policies of the Company.

              


      

    

     

    
      	
               
      

            	
              (b)      

            	
              His/Her
      position as an employee creates a relationship of confidence and trust
      between the Employee and the Company with respect to (i) information which
      is related or applicable to the Company’s Field of Interest (as defined in
      1(c) below) and the manner in which the Company engages in business in
      such Field of Interest, and (ii) information which is related or
      applicable to the business of the Company or any client, customer, joint
      venture or other person with which the Company has a business
      relationship, (a ”Business Associate”), any of which information has
      been or may be made known to the Employee by the Company (including,
      without limitation, any Scientific Advisors of the Company) or by any
      Business Associate of the Company, or any of which has been otherwise
      learned by the Employee as a result of or in connection with his/her
      service as an employee of the
Company.

            


    

     

    
      
        	
              	
                (c)

              	
                The
      Company possesses and will continue to possess information that has been
      created by, discovered by, developed by or otherwise become known to the
      Company (including, without limitation, information created, discovered,
      developed or made known by the Employee related to or arising out of
      his/her service as an employee of the Company) and/or in which property
      rights have been assigned or otherwise conveyed to the Company, which
      information has commercial value to its business interests and/or in the
      Field of Interest in which the Company is presently engaged or will be
      engaged.  The term “Field of Interest” shall mean the development of
      drugs, for use in the treatment, diagnosis or prevention of cancer
      containing derivatives of thapsigargin.  During an individual’s
      employment, the term “Field of Interest” may be expanded from time to time
      to include such other areas of therapy, diagnosis or prevention as may be
      designated by the Company and as disclosed in its public filings from time
      to time. All of the aforementioned information is hereinafter called
      “Proprietary Information.” By way of illustration, but not limitation,
      formulas, data, know-how, improvements, inventions, techniques, regulatory
      compliance plans, marketing plans, strategies, forecasts, supplier lists,
      manufacturing arrangements and customer lists are Proprietary
      Information.

              


      

    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              2. 

            	
              Proprietary
      Information.

            


    

     

    
      
        	
              	
                (a) 

              	
                All
      Proprietary Information shall be the sole property of the Company and its
      successors and assigns, and the Company and its successors and assigns
      shall be the sole owner of all patents and other rights in connection
      therewith. The Employee hereby assigns to the Company any rights he/she
      may have or acquire in such Proprietary Information, and agrees to take
      such action and sign such documents from time to time as the Company
      reasonably requires to effect or confirm such
  assignment.

              


      

    

     

    
      
        	
              	
                (b) 

              	
                At
      all times, both during the term of this Agreement and thereafter until
      such information becomes known to the public, the Employee will, subject
      to the provisions of Section 3 hereof regarding publication, keep in
      confidence and trust all Proprietary Information and any other
      confidential information of the Company, and he/she will not use or
      disclose any Proprietary Information or anything relating to it without
      the prior written consent of the Company, except as may be necessary in
      the ordinary course of performing his/her duties as an employee of the
      Company or as required by law; provided
      that  if disclosure is required by law, the Employee
      agrees to provide the Company with written notice of such disclosure
      obligation prior to making such disclosure and no more than two (2) days
      after the Employee learns of such disclosure
  requirement.

              


      

    

     

    
      
        	
              	
                (c) 

              	
                All
      documents, records, apparatus, equipment and other physical property,
      whether or not pertaining to Proprietary Information, furnished to the
      Employee by the Company or produced by the Employee or others in
      connection with the Employee’s services hereunder shall be and remain the
      sole property of the Company. The Employee will return and deliver such
      property to the Company as and when requested by the Company. Should the
      Company not so request at an earlier time, the Employee shall return and
      deliver all such property upon termination of his/her service as an
      employee to the Company for any reason, and the Employee will not take
      with him/her any such property or any reproduction of such property upon
      such termination.

              


      

    

     

    
      	
              3. 

            	
              Inventions.

            


    

     

    
      
        	
              	
                (a) 

              	
                The
      Employee will promptly disclose to the Company, or any persons designated
      by it, all improvements, inventions, formulas, processes, techniques,
      know-how and data, whether or not patentable, made or conceived or reduced
      to practice or learned by him/her, either alone or jointly with others,
      related to or arising out of his/her position as an employee or which are
      related to or useful in the business of the Company, or result from tasks
      which have been or may be assigned to the Employee by the Company or
      result from use of premises owned, leased or contracted for by the Company
      (all said improvements, inventions, formulas, processes, techniques,
      know-how and data being hereinafter collectively called
      “Inventions”).

              


      

    

     

    
      
        	
              	
                (b) 

              	
                The
      Employee agrees that all Inventions shall be the sole property of the
      Company and its assigns, and the Company and its assigns shall be the sole
      owner of all patents and other rights in connection therewith. The
      Employee hereby assigns to the Company any rights he/she may have or
      acquire in such Inventions. The Employee further agrees as to all such
      Inventions to assist the Company in every reasonable manner (but at the
      Company’s expense) to obtain, and from time to time enforce, patents on
      said Inventions in any and all countries, and to that end the Employee
      will execute all documents for use in applying for and obtaining such
      patents thereon and enforcing the same, as the Company may desire,
      together with any assignments thereof to the Company or persons designated
      by it. The Employee’s obligation to assist the Company in obtaining and
      enforcing patents for such Inventions in any and all countries shall
      continue beyond the termination of his/her employment by the Company, but
      the Company shall compensate the Employee at a reasonable rate after such
      termination for time actually spent by him/her at the Company’s request on
      such assistance. In the event that the Company is unable for any reason
      whatsoever to secure the Employee’s signature to any lawful and necessary
      documents required to apply for or execute any patent application with
      respect to such an Invention (including renewals, extensions,
      continuations, divisions or continuations in part thereof), the Employee
      hereby irrevocably designates and appoints the Company and its duly
      authorized officers and agents, as his/her agents and attorneys-in-fact to
      act for and on his/her behalf and instead of him/her, to execute and file
      any such application and to do all other lawfully permitted acts to
      further the prosecution and issuance of patents thereon with the same
      legal force and effect as if executed by the Employee, and such power of
      attorney created hereby is coupled with an
  interest.

              


      

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      
        	
              	
                (c)

              	
                Attached
      hereto, as Exhibit B, is a list describing all inventions, original
      works of authorship, developments, improvements, and trade secrets which
      were made by Employee prior to employment with the Company (collectively
      referred to as "Prior Inventions"), which belong to Employee,
      and  which relate to the Company's Field of Interest, and which
      are not assigned to the Company hereunder; or, if no such list is
      attached, Employee represents that there are no such Prior
      Inventions.  If in the course of employment with the Company,
      Employee incorporate into an Invention a Prior Invention owned by Employee
      or in which Employee has an interest, the Company is hereby granted and
      shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide
      license to make, have made, modify, use and sell such Prior Invention as
      part of or in connection with such
Invention.

              


      

    

     

    4.            Competition. 
While the Employee is employed by the Company and for a period of eighteen (18)
months following the termination of the Employee’s employment (the
“Noncompetition Period”), the Employee shall not, for himself/herself or on
behalf of any other person or entity, directly or indirectly, whether as
principal, partner, agent, independent contractor, stockholder, employee,
consultant, representative or in any other capacity, own, manage, operate or
control, be concerned or connected with, or employed by, or otherwise associate
in any manner with, engage in or have a financial interest in any business that
is engaged in the Field of Interest, anywhere in the world, except that nothing
in this Agreement shall preclude the Employee from (a) purchasing or owning
securities of any such business if such securities are publicly traded, and
provided that the Employee’s holdings do not exceed Four and 99/100 (4.99%)
percent of the issued and outstanding securities of any class of securities of
such business; or (b) working for any academic or government
institutions. 

     

    5.            Solicitation of
Employees.  During the Noncompetition Period the Employee shall not,
either individually or on behalf of or through any third party, directly or
indirectly (a) entice, solicit or encourage any director, employee or consultant
to leave the Company, or (b) be involved for any entity other than the Company
in the recruitment, engagement, or hiring of any Company director or
employee.  This section shall prohibit the aforesaid activities by the
Employee with respect to any person both while such person is a director,
employee or consultant of the Company and for thirty (30) days
thereafter.

     

    6.            Publications. 
The Employee agrees to consult with the Company prior to publishing (in writing
or by seminar, lecture or other oral presentation) any material relating to
his/her activities that relate to the Company’s Field of Interest, and to
furnish copies of any such publication (written or oral) to the Company for
prior clearance at least sixty (60) days prior to the proposed publication. The
Company agrees to review such submissions and to apply for patents as promptly
as practicable so as to avoid or keep to a minimum any delay in publishing
material of scientific importance.

     

    
      
         

      

      
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                7. 

              	
                Prior Work and Legal
      Obligations

              


      

    

     

    
      	
            	
              (a) 
      

            	
              By
      signing this Agreement, the Employee represents that she/he has no
      agreement with or other legal obligation to any prior employer or any
      other person or entity that restricts his/her ability to engage in
      employment discussions, to accept employment with, or to perform any
      function for the Company.

            


    

     

    
      	
            	
              (b)

            	
              The
      Employee also acknowledges that the Company has advised the Employee that
      at no time, either during any pre-employment discussions or at any time
      thereafter, should the Employee divulge to or use for the benefit of the
      Company any trade secret or confidential or proprietary information of any
      previous employer.  By signing this Agreement, the Employee affirms
      that she/he has not divulged or used any such information for the benefit
      of the Company, and that she/he has not and will not misappropriate any
      proprietary information of a former employer that the Employee played any
      part in creating while working for such former
  employer.

            


    

     

    8.            Provisions Necessary and
Reasonable/Injunctive Relief  The Employee
specifically agrees that the provisions of Sections 1-5 of this Agreement are
necessary and reasonable to protect the Company’s Proprietary Information,
goodwill and business interests.  The Employee acknowledges that given
his/her skills and work experience, such restrictions will not prevent the
Employee from earning a living in his/her general field of occupation during the
term of such restrictions.  The Employee further agrees that a breach or
threatened breach by the Employee of Sections 1-5 of this Agreement would pose
the risk of irreparable harm to the Company, and that in the event of a breach
or threatened breach of any of such covenants, without posting any bond or
security, the Company shall be entitled to seek and obtain equitable relief, in
the form of specific performance, or temporary, preliminary or permanent
injunctive relief, or any other equitable remedy which then may be
available.  The seeking of such injunction or order shall not affect the
Company’s right to seek and obtain damages or other equitable relief on account
of any such actual or threatened breach.

     

    9.            Disclosure to Future and
Prospective Employers.  The Employee agrees
that so long as this Agreement is effective the Employee will notify his/her
employers of this Agreement and that the Company may notify any of the
Employee’s future or prospective employers or other third parties of this
Agreement and may provide a copy of this Agreement to such parties without the
Employee’s further consent.

     

    10.          Transfer, Promotion or
Reassignment.  The Employee acknowledges and agrees that if she/he
should transfer between or among any affiliates of the Company or be promoted or
reassigned to functions other than the Employee’s present functions, all terms
of this Agreement shall continue to apply with full force.

     

    11.          Severability. 
The parties intend this Agreement to be enforced as written.  However, if
any portion or provision of this Agreement shall to any extent be declared
illegal or unenforceable by a duly authorized court having jurisdiction, both
parties desire that such portion or provision be modified by such a court so as
to make it enforceable (“blue-penciled”), and that the remainder of this
Agreement be enforced to the fullest extent permitted by law.  In the event
that such court deems any provision of this Agreement wholly unenforceable, then
all remaining provisions shall nevertheless remain in full force and
effect.

     

    12.          Notices.  Except
as otherwise specifically provided herein, any notice required or permitted by
this Agreement shall be in writing and shall be delivered as follows with notice
deemed given as indicated: (i) by personal delivery when delivered personally;
(ii) by overnight courier upon written verification of receipt; (iii) by
telecopy or facsimile transmission upon acknowledgment of receipt of electronic
transmission; or (iv) by certified or registered mail, return receipt requested,
upon verification of receipt.  Notices to Employee shall be sent to the
last known address in the Company’s records or such other address as Employee
may specify in writing.  Notices to the Company shall be sent to the
Company’s Chairman or to such other Company representative as the Company may
specify in writing.

     

    
      
         

      

      
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    13.          Binding Effect. 
The Agreement will be binding upon and inure to the benefit of (a) the
heirs, executors and legal representatives of the Employee upon the Employee’s
death and (b) any successor of the Company.  Any such successor of the
Company will be deemed substituted for the Company under the terms of the
Agreement for all purposes.  For this purpose, “successor” means any
person, firm, corporation or other business entity which at any time, whether by
purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company.  The Employee’s
obligations hereunder shall survive the termination of the Employee’s employment
by the Company, regardless of the reason for such termination.

     

    14.          Waivers. No waivers,
express or implied, of any breach of this agreement shall be held or construed
as a waiver of any other breach of the same or any other covenant, agreement or
duty hereunder.

     

    15.          Governing Law. 
This agreement shall be construed and enforced in accordance with the law of
Delaware, without giving effect to conflict of law principles.  This
agreement represents the entire agreement of the parties with respect to the
subject matter hereof, and may only be amended or modified by a written
instrument signed by the parties.

     

    16.          Meaning of
Headings.  The headings in this Agreement are for convenience only,
and both parties agree that they shall not be construed or interpreted to modify
or affect the construction or interpretation of any provision of this
Agreement.

     

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

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            GENSPERA,
      INC.

                          
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            John
      Farah, Director

                          	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            Craig
      Dionne

                          	 
      


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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