Exhibit 10.45




EMPLOYMENT
AGREEMENT
  This
Employment Agreement (the "Agreement") is made as of this 28th day of August,
2009, by and between Simulations Plus, Inc., a California corporation (the
"Company") and Walter S. Woltosz, an individual (the "Employee") with reference
to the following facts:
 
 A.           The
Company desires to secure the services of the Employee as President and Chief
Executive Officer.
 
 B.           The
Employee agrees to perform such services for the Company under the terms and
conditions set forth in this Agreement.
  In
consideration of the mutual promises, covenants and conditions set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is hereby agreed by and between the Company and
the Employee as follows:
  1. Representations
and Warranties.
  The
Company represents and warrants that it is empowered under its Articles of
Incorporation and Bylaws to enter into this Agreement. The Employee represents
and warrants that he is under no employment contract, bond, confidentiality
agreement, or any other obligation which would violate or be in conflict with
the terms and conditions of this Agreement or encumber his performance of duties
assigned to him by the Company. The Employee further represents and warrants
that he has not signed or committed to any employment or consultant duties or
other obligations which would divert his full attention from the duties assigned
to him by the Company by this Agreement.
  2. Employment
and Duties.
  The
Company employs the Employee as President and Chief Executive Officer and the
Employee hereby accepts such employment (the "Employment"). The Employee agrees
that he shall devote his full time, ability, attention, energy, knowledge and
skill solely and exclusively to performing all duties as President and Chief
Executive Officer of the Company as assigned or delegated to him by the
directors and executive officers of the Company.
  3. Term.
  Subject
to the provisions of Section 5, the term of this Agreement shall extend until
August 31, 2011, commencing on September 1, 2009.
  1




4.
Compensation.
 
 In full
and complete consideration for the Employment, each and all of the services to
be rendered to the Company by the Employee, and each and all of the
representations, warranties, covenants, agreements and promises undertaken by
the Employee pursuant to this Agreement, the Employee shall be entitled to
receive compensation as follows:
 
 4.1.
Base
Salary. The Employee shall receive from the Company a base salary of two
hundred seventy-five thousand dollars ($275,000.00) per year, payable in equal,
monthly installments. From each said salary payment the Company will withhold
and pay to the proper governmental authorities any and all amounts required by
law to be withheld for federal income tax, state income tax, federal Social
Security tax, state disability insurance premiums, and any and all other amounts
required by law to be withheld from the Employee's salary.
 
 4.2.
Grant
of Option. The Employee shall be granted an option under the 2007 Stock
Option Plan, exercisable for five (5) years, to purchase fifty (50) shares of
Common Stock for each one thousand dollars ($1,000) of net income before taxes
that the Company earns at the end of each fiscal year (up to a maximum of one
hundred twenty thousand [120,000] options over the term of this Agreement) at an
exercise price 10% over the market value per share as of the date of grant. The
maximum number of options under this grant shall be adjusted accordingly for any
stock split or reverse split after the date of this agreement. Option grants
under this agreement shall be issued within ten days after the filing of the
annual report (10-K) for the fiscal year for which the option is
granted.
 
 4.3 Performance
Bonus. The Employee shall be paid a Performance Bonus in an amount
not to exceed ten percent (10%) of Employee's salary, or $27,500 per year at the
end of each fiscal year. The specific amount of the bonus to be awarded will be
determined by the Compensation Committee of the Board of Directors, based on the
financial performance and achievements of the Company for the previous fiscal
year. 4.4. Benefits.
Employer shall provide to Employee at the sole cost to Employer, and Employee
shall be entitled to receive from Employer, such health insurance and other
benefits which are appropriate to the office and position of Employee, adequate
to the performance of his duties and not inconsistent with that which Employer
customarily provides at the time to its other management employees. Employee's
right to vacation and sick leave shall be determined in accordance with the
policies of the Company as may be in effect from time to time and as are
approved by the Company's Board of Directors. Employee shall have the right to
reimbursement of customary, ordinary and necessary business expenses incurred in
connection with the rendering of services and performance of the functions
required hereunder in accordance with the policies of the Company as may be in
effect from time to time and as are approved by the Company's Board of
Directors. Such expenses are reimbursable only upon presentation by Employee of
appropriate documentation pursuant to the policies adopted by the Company's
Board of Directors.
 
 5. Termination
of Employment.
  5.1.
Expiration
of the Term of Agreement. This Agreement shall be automatically
terminated upon the expiration of the term of the agreement as described in
paragraph 3 of this Agreement, or as sooner agreed by both Employee and Company
in the event this Agreement
is superseded by a new agreement. Upon such termination, the Company shall have
no further liability to the Employee for any payment, compensation or benefit
whatsoever under this Agreement.
 
  2
 
 5.2.
By Death. This
Agreement shall be terminated upon the death of the Employee. The Company's
total liability in such event shall be limited to payment of the Employee's
salary and benefits through the date of the Employee's death.
 
 5.3. By Disability. If, in
the sole opinion of the Company's Board of Directors, the Employee
shall be prevented from properly performing his or her duties hereunder by
reason of any physical or mental incapacity for a period of more than 90 days in
the aggregate in any twelve month period, then, to the extent permitted by law,
his or her employment with the Company shall terminate. The Company's total
liability in such event shall be limited to payment of the Employee's salary and
benefits through the effective date of termination upon disability.
 
 5.4.
For Cause. The
Company reserves the right to terminate this Agreement immediately, at any time,
if, in the reasonable opinion of the Company's Board of Directors: the Employee
breaches or neglects the duties which he or she is required to perform under the
terms of this Agreement; commits any material act of dishonesty, fraud,
misrepresentation, or other act of moral turpitude; is guilty of gross
carelessness or misconduct; fails to obey the lawful direction of the Company's
Board of Directors; or acts in any way that has a direct, substantial and
adverse effect on the Company's reputation. The Company's total liability to the
Employee in the event of termination of the Employee's employment under this
paragraph shall be limited to the payment of the Employee's salary and benefits
through the effective date of termination.
  5.5.
Without Cause.
The Company reserves the right to terminate this Agreement without cause for any
reason whatsoever upon thirty (30) days' written notice to the Employee. Upon
termination under this subsection, the Employee shall receive payment of an
amount equal to twelve (12) months of the Employee's base salary or the
Employee's base salary for the remaining term of this Agreement, whichever is
greater. Other than payment of the amount as described in this paragraph, the
Company shall have no further obligation to pay the Employee any other
compensation or benefits whatsoever. The Employee hereby agrees that the Company
may dismiss him or her under this paragraph 5.5 without regard (i) to any
general or specific policies (whether written or oral) of the Company relating
to the employment or termination of its employees, or (ii) to any statements
made to the Employee, whether made orally or contained in any document,
pertaining to the Employee's relationship with the Company.
 
 5.6.
Mutual Consent.
This Agreement shall be terminated upon mutual written consent of the Company
and the Employee. The Company's total liability to the Employee in the event of
termination of the Employee's employment under this paragraph shall be limited
to the payment of the Employee's compensation through the effective date of
termination.
 
 5.7.
Termination of
Obligations. Upon termination of employment for any reason whatsoever,
the Employee shall be deemed to have resigned from all offices and directorships
then held with the Company. Termination of employment shall have no effect on
the Employee's position(s) on the Company's board of directors. The board of
directors and shareholders will determine the Employee's eligibility to continue
to serve as a member of the board.
   3
 
 6. 
Restrictions on Use or Disclosure of Confidential Matters, Proprietary Information
and Trade Secrets.
  6.1.
During the term of this Agreement, the Employee may be dealing with trade
secrets of the Company, including without limitation, customer lists, client
contacts, financial information, inventions and processes, all of a confidential
nature that are the Company's property and are used in the course of the
Company's business. The Employee will not disclose to anyone, directly or
indirectly, any of such trade secrets or use them other than as necessary in the
course of his duties with the Company. All documents that the Employee prepares,
or confidential information that might be given to him or that Employee himself
might create in the course of his consultation with the Company, are the
exclusive property of the Company. During the term of this Agreement and at any
time thereafter, the Employee shall not publish, communicate, divulge, disclose
or use any of such information which has been reasonably designated by the
Company as proprietary or confidential or which from the surrounding
circumstances the Employee knows, or has good reason to know, or should
reasonably know, ought to be treated by the Employee as proprietary or
confidential without the prior written consent of the Company, which consent may
not be unreasonably withheld by the Company.
  6.2. In
the course of his employment for the Company, Employee will develop a personal
relationship with the Company's customers and knowledge of those customer's
affairs and requirements which may constitute the Company's only contact with
such customers. Employee consequently agrees that it is reasonable and necessary
for the protection of the goodwill and business of the Company that Employee
make the covenants contained herein. Accordingly, Employee agrees that while he
is in the Company's employ and for a one (1) year period after the termination
of such employment for any reason whatsoever, he will not directly or
indirectly:
  (a)           attempt
in any manner to solicit from any customer (except on behalf of the Company)
business of the type performed by the Company or to persuade any customer of the
Company to cease to do business or reduce the amount of business which any such
customer has customarily done or contemplates doing with the Company, whether or
not the relationship with the Company and such customer was originally
established in whole or in part through Employee's efforts; or
 
 (b)           engage
in any business as, or own an interest in, directly or indirectly, any
individual proprietorship, partnership, corporation, joint venture, trust or any
other form of business entity if such business form or entity is engaged in the
business in which the Company is engaged;
  (c)           render
any services of the type rendered by the Company to or for any customer of the
Company;
 
 (d)           employ
or attempt to employ or assist anyone else to employ any person who is then or
at any time during the preceding year in the Company's employ.
  This
entire Section 6 shall survive termination of this Agreement.
 
 4
  7.  Company
Property.
  7.1. 
Any patents, inventions, discoveries, applications or processes, software and computer
programs devised, planned, applied, created, discovered or invented by the
Employee in the course of the engagement under this Agreement and which pertain
to any aspect of the business of the Company, or its subsidiaries, affiliates or
customers, shall be the sole and exclusive property of the Company, and the
Employee shall make prompt report thereof to the Company and promptly execute
any and all documents reasonably requested to assure the Company the full and
complete ownership thereof.
  7.2. All
records, files, lists, drawings, documents, equipment and similar items relating to the
Company's business which the Employee shall prepare or receive from the Company
shall remain the Company's sole and exclusive property. Upon termination of this
Agreement the Employee shall return promptly to the Company all property of the
Company in his possession and the Employee represents and warrants that he will
not copy, or cause to be copied, printed, summarized or compiled, any software,
documents or other materials originating with and/or belonging to the Company,
including, without limitation, documents or other materials created by the
Employee for, or on behalf of, the Company. The Employee further represents and
warrants that he will not retain in his possession any such software, documents
or other materials in machine or human readable form.
  7.3. This
Section 7 shall survive termination of this Agreement.
 
 8.Outside Activities.
During the term of this Agreement, the Employee shall devote his entire
productive time, ability and attention to the business of the Company. During
the term of this Agreement, the Employee shall not, directly or indirectly,
either as an officer, director, employee, representative, principal, partner,
shareholder, employee, agent or in any other capacity, engage or assist any
third party in engaging in any business competitive with the business of the
Company, without the prior written consent of the Company, which consent may be
withheld by the Company in its sole and absolute discretion. Following his
employment with the Company, the Employee shall not engage in unfair competition
with the Company, aid others in any unfair competition with the Company, in any
way breach the confidence that the Company has placed in the Employee or
misappropriate any proprietary information of the Company.
 
 9.Reports. The
Employee, when directed, shall provide written reports to the Company with
respect to the services provided hereunder.
 
 10.Strict Loyalty. The
Employee hereby covenants and agrees to avoid all circumstances and actions
which reasonably would place the Employee in a position of divided loyalty with
respect to his obligations under this Agreement.
 
 11.Assignment. This
Agreement may not be assigned to another party by the Employee without the prior
written consent of the Company, which consent may be withheld by the Company, in
its sole and absolute discretion.
 
 5
  12.Arbitration. Except
as otherwise provided herein in Section 15.11, any controversy between the
Company and Employee in connection with this Agreement, including, without
limitation, any dispute or claim arising from the voluntary or involuntary
termination hereof, shall be settled by final and binding arbitration in Los
Angeles, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Judgment of such award may be entered in a court of
competent jurisdiction. Employee and the Company shall each pay the fees of his
or its own attorneys, the expenses of his or its witnesses and all other fees
and expenses connected with presenting his or its case at arbitration. All other
costs of the arbitration, including, without limitation, the costs of any record
or transcript of the arbitration proceedings, administrative fees, the fee for
the arbitrator and all other fees and costs shall be borne equally by the
Company and Employee.
 
 13.Company Bylaws, Directions,
Policies, Practices, Rules, Regulations and Procedures. Employee agrees
to become and remain thoroughly familiar with each and all of the Company's
bylaws, directions, policies, practices, rules, regulations and procedures that
relate to the employment and/or to any of Employee's duties and/or
responsibilities as an employee of the Company and to abide fully and by each
and all of such bylaws, directions, policies, practices, rules, regulations and
procedures. During the term of employment, Employee shall be fully bound by and
employed pursuant to each and all of the Company's bylaws, directions, policies,
practices, rules, regulations and procedures as now in effect or as may be
implemented, modified or otherwise put into effect by the Company during the
term of employment, regardless of whether such bylaws, directions, policies,
practices, rules, regulations and procedures are oral or are set forth in any
manual, handbook or other document, and it is solely the responsibility of
Employee to become and remain fully aware of and familiar with each and all such
directions, policies, practices, rules, regulations and/or procedures, In the
event of any conflict between any provision of this Agreement and any provision
of the Company's directions, policies, practices, rules, regulations and/or
procedures, the provisions of this Agreement govern for any and all purposes
whatsoever.
  14.
 Indemnification. The
Company shall indemnify and hold Employee harmless from any
and all claims, demands, judgments, liens, subrogation or costs incurred by
Employee with respect to any shareholder derivative action or other claims or
suits against the Company and/or its Board of Directors by individuals, firms or
entities not a party to this Agreement to the maximum extent permitted under
California law.
  15.
General.
  15.1.
Further
Documents. Each party shall execute and deliver all further instruments,
documents and papers, and shall perform any and all acts necessary reasonably
requested by the other party, to give full force and effect to all of the terms
and provisions of this Agreement.
 
 15.2.
Successors and
Assigns. Except where expressly provided to the contrary, this Agreement,
and all provisions hereof, shall inure to the benefit of and be binding upon the
parties hereto, their successors in interest, assigns, administrators,
executors, heirs and devises.
  6
  15.3.
Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law. If any provision of
this Agreement, as applied to any party or to any circumstance, shall be found
by a court or arbitrator to be invalid or unenforceable under applicable law,
such provision will be ineffective only to the extent of such invalidity or
unenforceability, without invalidating or rendering unenforceable the remainder
Of such provision and any such invalidity or unenforceability shall in no way
affect any other provision of this Agreement, the application of any provision
in any other circumstance or the validity or enforceability of this
Agreement.
 
 15.4.
Notices, All
notices or demands shall be in writing and shall be served personally,
telegraphically or by express or certified mail. Service shall be deemed
conclusively made at the time of service if personally served, at the time that
the telegraphic agency confirms to the sender deliver thereof to the addressee
if served telegraphically, 24 hours after deposit thereof in the United States
mail properly addressed and postage prepaid, return receipt requested, if served
by express Mail, and five days after deposit thereof in the United States mail,
properly addressed and postage prepaid, return receipt requested, if served by
certified mail. Any notice or demand to the Company shall be given
to:
  Simulations
Plus, Inc.
 42505
10th Street West
 Lancaster,
CA 93534-7059
 (661)
723-7723 Telephone
 (661)
723-5524 Facsimile
 Attention:
Corporate Secretary
  and any
notice or demand to the Employee shall be given to:
  Mr.
Walter S. Woltosz
 42505
10th Street
 West
Lancaster, CA 93534-7059
 (661)
723-7723 Telephone
 (661)
723-5524 Facsimile
  Any party
may, by virtue of a written notice in compliance with this paragraph, alter or
change the address or the identity of the person to whom any notice, or copy
thereof, is to be sent.
  15.5.
Waiver. A
waiver by any party of any of the terms and conditions of this Agreement in any
one instance shall not be deemed or construed to be a waiver of the term or
condition for the future, or of any subsequent breach thereof or of any other
term or condition thereof. Any party may waive any term, provision or condition
included for the benefit of that party. Any and all waivers shall be in
writing.
 
 7
  15.6.
Construction.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California applicable to contracts entered into and fully to be
performed therein without regard to its principles of choice of law or conflicts
of law. In all
matters of interpretation, whenever necessary to give effect to any provision of
this Agreement, each gender shall include the others, the singular shall include
the plural, the plural shall include the singular and the terms "and" and "or"
may be used interchangeably as the context so requires or implies. The title of
the sections of this Agreement are for convenience only and shall not in any way
affect the interpretation of any provision or condition of this Agreement. All
remedies, rights, undertakings, obligations and agreements contained in this
Agreement shall be cumulative and none of them shall be in limitation of any
other remedy, right, undertaking, obligation or agreement of any
party.
 
 15.7.
Entire
Understanding. This Agreement contains the entire understanding of the
parties hereto relating to the subject matter contained herein and supersedes
all prior and collateral agreements, understandings, statements and negotiation
of the parties. Each party acknowledges that no representations, inducements or
promises, oral or written, with reference to the subject matter hereof have been
made other than as expressly set forth herein. This Agreement cannot be changed,
rescinded or terminated orally.
  15.8.
Third Party
Rights. The parties hereto do not intend to confer any rights or remedies
upon any person other than the parties hereto and those referred to-in Section
15.2 hereof so long as any such assignment by Employee was approved by the
Company as provided in Section 11 hereof.
 
 15.9.
Attorneys'
Fees. In the event of any litigation between the parties respecting or
arising out of this Agreement, the prevailing party shall be entitled to recover
reasonable legal fees and costs, whether or not the litigation proceeds to final
judgment or determination.
 
 15.10.
Place of
Litigation. Any litigation between the parties shall occur in the County
of Los Angeles, California.
 
 15.11.
Injunctive
Relief. Since a breach of the provisions of Sections 6, 7, 8 and 10 of
this Agreement cannot adequately be compensated by monetary damages, the Company
shall be entitled, in addition to any other right and remedy set forth in this
Agreement or available to it at law, in equity or otherwise, to seek and obtain
from any court of competent jurisdiction immediate temporary, preliminary and
permanent injunctive relief restraining such breach or threatened breach,
without the posting of any bond or other security therefor, against the Employee
and against each and every other person, firm company, joint venture, and/or
other entity concerned with and/or acting in concert with the Employee. Any such
requirement of bond or other security is hereby expressly waived by the
Employee, and the Employee expressly acknowledges that in the absence of such
waiver, a bond or other security may be required by the court. The Employee
hereby consents to the issuance of such injunction and expressly and knowingly
waives any claim or defense that any adequate remedy at law might exist for any
such breach or threatened breach. The Employee agrees that the provisions of
Sections 6, 7, 8 and 10 of this Agreement are necessary and reasonable to
protect the Company in the conduct of the business of the Company.
 
 15.12.
Counterparts.
This Agreement may be executed in counterparts which, taken together, shall
constitute the whole of the agreement between the parties.
  8
 
 
 IN
WITNESS THEREOF, the parties have executed this Agreement as of the day and year
first above written.
 
 
 "Company"
SIMULATIONS PLUS, INC.,
 a
California corporation
  /s/ Momoko Beran
   
   /s/ Walter S. Woltosz
    Compensation
Committee:
 By:
 Dr. David
Z. D'Argenio
 Date:
   By:
 Dr.
Richard R. Weiss
 Date:
   By:
 Wayne H.
Rosenberger
 Date:
    9