Exhibit
10.10

    


    SECOND
AMENDMENT TO

    EMPLOYMENT
AGREEMENT OF STEPHEN FERRONE

    


    SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Amendment”) is made by and between IMMUNOSYN CORPORATION, a
Delaware corporation (the “Company”), and STEPHEN FERRONE (the
“Executive”).

    


    WHEREAS, the parties hereto entered
into an Employment Agreement, dated as of October 15, 2007 (the
“Agreement”);

    WHEREAS, the Agreement was amended
pursuant to the First Amendment to Employment Agreement of Stephen Ferrone,
dated November 15, 2007;

    WHEREAS,
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Agreement;

    WHEREAS, effective August 19, 2008,
Company and Executive irrevocably agreed to defer all of Executive’s Base Salary
for the period beginning on August 19, 2008 and ending on December 31, 2009, to
be paid its entirety without interest in a lump sum on December 31, 2009;
and

    WHEREAS, the parties desire the terms
of this Amendment to confirm such agreement.

    


    NOW, THEREFORE, the parties, intending
to be legally bound, agree as follows:

    


    1.           Section
3(a) of the Agreement is hereby deleted in its entirety and replaced with the
following:

    


    “3.           (a)  Salary

    


    
      	
               
      

            	
              (i)

            	
              Base
      Salary.  During the Term, the Company shall pay the
      Executive a base salary (“Base Salary”).  The Base Salary shall
      be Three Thousand Dollars ($3,000 USD) per month (or pro rata portion
      thereof) payable semi-monthly (less applicable taxes and withholdings) (if
      calculated on an annualized basis, such Base Salary would result in an
      annual salary of Thirty Six Thousand Dollars ($36,000.00
      USD).  The Base Salary shall be subject to annual review by the
      Board or the Compensation Committee thereof for discretionary periodic
      increases but not decreases.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Deferred Base
      Salary.  Notwithstanding Section 3(a)(i) above, effective
      as of August 19, 2008 (“Deferral Effective Date”), Executive’s Base Salary
      for the period August 19, 2008 through December 31, 2009, (“Deferred Base
      Salary”) shall be irrevocably deferred until December 31,
      2009.  On December 31, 2009, Company shall pay the Deferred
      Base Salary to Executive without
interest.”

            


    

    


    2.           A
new Section 3(i) shall be added to the end of Section 3 as follows:

    


    “(i)  Termination of Deferred Base
Salary Arrangement.  Notwithstanding anything to the contrary
in this Agreement, the Company at its sole discretion may terminate Section
3(a)(ii) and pay the Deferred Base Salary at any time prior to December 31,
2009, provided, however, such termination is completed pursuant to Treas. Reg. §
1.409A-3(j)(4)(ix).”

    


    3.           Except
as amended hereby, all of the terms and provisions of the Agreement remain in
full force and effect.

    


    4.           The
Amendment may be executed in one or more counterparts and via facsimile, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

    


    IN WITNESS HEREOF, the undersigned have
duly executed this Amendment as of the day and year first above
written.

     

    
      
        
          
            
              
                
                  	 
      	
                          IMMUNOSYN
      CORPORATION

                        
	 
      
	 
      	
                          By:

                        	
                          /s/ Douglas A. McClain,
  Jr.

                        
	 
      	 
      	
                          Name:
      Douglas A. McClain, Jr.

                        
	 
      	 
      	
                          Title:
      Chief Financial Officer

                        
	 
      	 
      
	 
      	
                          /s/ Stephen Ferrone

                        
	 
      	
                          STEPHEN
      FERRONE