Exhibit 10.1


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                          EXECUTIVE EMPLOYEE AGREEMENT
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To:  Dennis R. Fowler, M.D., Ph.D.                           Date:  June 3, 2002


     The undersigned, MacroChem Corporation, a Delaware corporation (the
"Company"), hereby agrees with you as follows:

     1. Position and Responsibilities.
        -----------------------------

        1.1 You shall serve as Vice President of Clinical Affairs & Drug
Development of the Company (or in such other executive capacity as shall be
designated by the Company) and shall perform the duties customarily associated
with such capacity from time to time and at such place or places as the Company
shall designate are appropriate and necessary in connection with such
employment.

        1.2 You will, to the best of your ability, devote your full time and
best efforts to the performance of your duties hereunder and the business and
affairs of the Company. You agree to perform such executive duties as may be
assigned to you by the Company from time to time.

        1.3 You will duly, punctually and faithfully perform and observe any and
all reasonable rules and regulations which the Company may now or shall
hereafter establish governing the conduct of its business.

     2. Term of Employment.
        -------------------

        2.1 Subject to the provisions hereof, specifically including, without
limitation, Section 2.2, the term of your employment shall be indefinite.

        2.2 The Company shall have the right to terminate your employment at any
time under this Agreement in any of the following ways:

        (a) on thirty (30) days prior written notice to you upon your disability
(disability shall be defined as your inability to perform duties under this
Agreement for an aggregate of sixty (60) days, which need not be consecutive,
out of any one hundred twenty (120) day period due to mental or physical
disability or incapacity); you shall be provided benefits under the Company's
workers compensation and disability insurance policies, to the extent and upon
the terms and conditions of such plans that are in effect at the time;

        (b) immediately without prior notice to you by the Company for "Cause",
as hereinafter defined; or

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        (c) at any time without Cause, provided the Company shall be obligated
to pay to you after such termination an amount equal to six (6) months' Base
Salary, plus benefits provided by the Company to you at the time of such
termination for such period, less applicable taxes and other required
withholdings and any amounts you may owe to the Company.

        2.3 You shall have the right to terminate your employment hereunder for
any reason, upon not less than four (4) weeks' prior written notice to the
Company.  The Company reserves the right to waive the notice period, or any
portion thereof.

        2.4 "Cause" for the purpose of Section 2 of this Agreement shall
include: (a) willful malfeasance or gross negligence in the performance of your
duties, (b) fraud or dishonesty by you with respect to the Company, or (c) your
conviction for a criminal offense carrying a potential sentence of more than
twelve months in jail.

        2.5 If your employment is terminated because of your death, all
obligations of the Company hereunder shall cease, except with respect to amounts
and obligations accrued to you, including accrued vacation pay, insurance,
vested stock options, and out-of-pocket expenses, through the last day of the
month during which your death has occurred.

     3. Compensation. You shall receive the compensation and benefits set forth
on Exhibit A hereto ("Compensation and Benefits") for all services to be
rendered by you hereunder and for your transfer of property rights if any,
pursuant to an agreement relating to proprietary information and inventions of
even date herewith attached hereto as Exhibit B between you and the Company (the
"Confidential Information, Inventions and Noncompetition Agreement").

     4. Confidential Information, Inventions and Noncompetition. You agree to
execute, deliver and be bound by the provisions of the Confidential Information,
Inventions and Noncompetition Agreement attached hereto as Exhibit B.

     5. Remedies. Your obligations under the Confidential Information,
Inventions and Noncompetition Agreement and the provisions of Sections 5 and 6
of this Agreement (as modified by Section 7, if applicable) shall survive the
expiration or termination of your employment with the Company in accordance with
the terms thereof. You acknowledge that a remedy at law for any breach or
threatened breach by you of the provisions of the Confidential Information,
Inventions and Noncompetition Agreement would be inadequate and you therefore
agree that the Company shall be entitled to injunctive relief in case of any
such breach or threatened breach.

     6. Assignment. This Agreement and the rights and obligations of the parties
hereto shall bind and inure to the benefit of any successor or successors of the
Company by reorganization, merger or consolidation and any assignee of all or
substantially all of its business and properties, but, except as to any such

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successor or assignee of the Company, neither this Agreement nor any rights or
benefits hereunder may be assigned by the Company or by you, except by operation
of law or by a further written agreement by the parties hereto.

     7. Interpretation. IT IS THE INTENT OF THE PARTIES THAT in case any one or
more of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. MOREOVER, IT IS THE
INTENT OF THE PARTIES THAT if any one or more of the provisions contained in
this Agreement is or becomes or is deemed invalid, illegal or unenforceable or
in case any provision shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, such provision shall be
construed by amending, limiting and/or reducing it to conform to applicable laws
so as to be valid and enforceable or, if it cannot be so amended without
materially altering the intention of the parties, it shall be stricken and the
remainder of this Agreement shall remain in full force and effect.

     8. Notices. Any notice which the Company is required to or may desire to
give you shall be given by personal delivery or registered or certified mail,
return receipt requested, addressed to you at your address of record with the
Company, or at such other place as you may from time to time designate in
writing. Any notice which you are required or may desire to give to the Company
hereunder shall be given by personal delivery or by registered or certified
mail, return receipt requested, addressed to the Company at its principal
office, or at such other office as the Company may from time to time designate
in writing. The date of personal delivery or five (5) days after the date of
mailing any notice under this Section 8 shall be deemed to be the date of
delivery thereof.

     9. Waivers. No waiver of any right under this Agreement shall be deemed
effective unless contained in writing signed by the party charged with such
waiver, and no waiver of any right arising from any breach or failure to perform
shall be deemed to be a waiver of any future such right or of any other right
arising under this Agreement. If either party should waive any breach of any
provision of this Agreement, he or it shall not thereby be deemed to have waived
any preceding or succeeding breach of the same or any other provision of this
Agreement.

     10. Counsel. You acknowledge that you have had the opportunity to read this
Agreement in its entirety and to obtain the advice of counsel regarding its
terms and conditions.

     11. Complete Agreement; Amendments. The foregoing, including Exhibits A and
B attached hereto, is the entire agreement of the parties with respect to the
subject matter hereof, superseding any previous oral or written communications,
representations, understandings, or agreements with the Company or any officer

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or representative thereof. Any amendment to this Agreement or waiver by the
Company of any right hereunder shall be effective only if evidenced by a written
instrument executed by the parties hereto.

     12. Headings. The headings of the Sections contained in this Agreement are
inserted for convenience and reference only and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any provisions hereof,
and shall not be deemed to constitute a part hereof or to affect the meaning of
this Agreement in any way.

     13. Counterparts. This Agreement may be signed in two counterparts, each of
which shall be deemed an original and both of which shall together constitute
one agreement.

     14. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Massachusetts, without
regard to its conflict of law principles.

     If you are in agreement with the foregoing, please sign your name below and
also at the bottom of the Confidential Information, Inventions and
Noncompetition Agreement, whereupon both Agreements shall become binding in
accordance with their terms. Please then return this Agreement to the Company.
(You may retain for your records the accompanying counterpart of this Agreement
enclosed herewith).

                                            Very truly yours,

                                            MACROCHEM CORPORATION,
                                            a Delaware corporation

                                            By:  /s/ Robert J. Palmisano
                                               --------------------------------
                                            Robert J. Palmisano
                                            President & C.E.O.


Read, Accepted and Agreed:

/s/  Dennis R. Fowler, M.D.
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Dennis R. Fowler, M.D., Ph.D.


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                                                                       EXHIBIT A

                            COMPENSATION AND BENEFITS
                        OF DENNIS R. FOWLER, M.D., PH.D.


Compensation. Your initial Base Salary, commencing on June 3, 2002, shall
be $180,000 per year, less applicable deductions, payable in accordance with the
Company's payroll policies. Your Base Salary shall be reviewed and adjusted from
time to time by the Company. You will be eligible to participate in the
executive compensation plan maintained by the Company from time to time subject
to plan terms and generally applicable Company policies. Subject to your
continued employment, you will receive a sign-on bonus of $20,000 payable 30
days after the start of your employment.

Vacation. You will be entitled to all state statutory holidays, and four
(4) weeks paid vacation for the first year of employment which will accrue at a
rate of 13.33 hours per month. Thereafter, any additional vacation time, over
and above the vacation time already referred to herein shall be determined by
the Company.

Insurance and Benefits. During your employment, you will be eligible to
participate in the benefits plans made available by the Company from time to
time, subject to plan terms and generally applicable Company policies.
Currently, Company benefits include medical insurance, dental insurance, life
insurance, and short and long-term disability insurance. The Company currently
pays 70% of the premiums for medical and dental insurance and 100% of the
premiums for life, short and long-term disability insurance. You will also be
able to participate in the Company's 401(k) and deferred compensation plans.

Sick Days and Excused Absence Days. You will be entitled to compensation
for sick days and excused absence days in accordance with Company policy.

Stock Options. You have been granted stock options to purchase shares of
the Common Stock of the Company, $.01 par value per share. Future stock options
may be granted by the Company based in part on your performance.

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                                                                       EXHIBIT B

        CONFIDENTIAL INFORMATION, INVENTIONS AND NONCOMPETITION AGREEMENT

To:    MacroChem Corporation                                 Date:  June 3, 2002
       110 Hartwell Avenue
       Lexington, Massachusetts 02421-3134


     I, the undersigned, acknowledge the importance to MacroChem Corporation
(the "Company") of protecting its confidential information and other legitimate
interests, including without limitation the valuable confidential information
and goodwill that it has developed or acquired. I also acknowledge the Company's
practice of obtaining agreements such as this from its employees. Therefore, in
consideration of my initial or ongoing employment with the Company and in
consideration of my being granted access to trade secrets and other confidential
information of the Company and for other good and valuable consideration, the
receipt and sufficiency of which I hereby acknowledge:

     1.  I agree that all Confidential Information, as defined below, which I
         create or to which I have access as a result of my employment and other
         associations with the Company is and shall remain the sole and
         exclusive property of the Company. I agree that, except as required for
         the proper performance of my regular duties for the Company I will
         never, directly or indirectly, use or disclose any Confidential
         Information. I understand and agree that this restriction shall
         continue to apply after the termination of my employment or this
         Agreement, howsoever caused. Further, I agree to provide prompt notice
         to the Company of any required disclosure of Confidential Information
         sought pursuant to subpoena, court order or any other legal requirement
         and to provide the Company a reasonable opportunity to seek protection
         of the Confidential Information prior to any such disclosure.

     2.  I agree that all documents, records and files, in any media of whatever
         kind and description, relating to the business, present or otherwise,
         of the Company and any copies (including without limitation
         electronic), in whole or in part, thereof (the "Documents" and each
         individually, a "Document"), whether or not prepared by me, shall be
         the sole and exclusive property of the Company. Except as required for
         the proper performance of my regular duties for the Company or as
         expressly authorized in writing in advance by the Board or its
         designee, I will not copy any Documents or remove any Documents, or
         copies, from the premises of the Company. I will safeguard, and return
         to the Company immediately upon termination of my employment, and at
         such other times as may be specified by the Company, all Documents and
         all other property of the Company, and all documents, records and files
         of their customers, subcontractors and suppliers ("Third-Party
         Documents" and each individually a "Third-Party Document") and all
         other property of such customers, subcontractors and suppliers, then in
         my possession or control; provided, however, that, if a Document or
         Third-Party Document is on electronic media, I may, in lieu of

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         surrender of the Document or Third-Party Document, provide a copy on
         electronic media (e.g., a properly formatted diskette) to the Company
         and delete and overwrite all other electronic media copies thereof. I
         also agree that, upon request of any duly authorized officer of the
         Company, I will disclose all passwords necessary or desirable to enable
         the Company to obtain access to the Documents and Third-Party
         Documents.

     3.  I shall maintain accurate and complete contemporaneous records of, and
         shall immediately and fully disclose and deliver to the Company, all
         Intellectual Property, as defined below. I have attached hereto as
         Schedule A, a list describing all inventions, original works of
         authorship, developments, improvements, and trade secrets which were
         made by me prior to my employment with the Company, which belong to me
         and which are not assigned to the Company hereunder (collectively
         referred to as "Prior Inventions") and, if no such list is attached, I
         represent and warrant that there are no such Prior Inventions. If, in
         the course of my employment with the Company, I incorporate into any of
         the Intellectual Property any Prior Inventions or any other invention,
         improvement, development, concept, discovery or other proprietary
         information owned by me or in which I have an interest (collectively,
         including Prior Inventions, "Employee Inventions"), I hereby grant the
         Company an irrevocable, worldwide, fully paid-up, royalty-free,
         non-exclusive license, with the right to sublicense through multiple
         tiers, to make, use, sell, improve, reproduce, distribute, perform,
         display, transmit, manipulate in any manner, create derivative works
         based upon, and otherwise exploit or utilize in any manner the
         Intellectual Property. All copyrightable works that I create, including
         without limitation computer programs and documentation, shall be
         considered "work made for hire" and shall, upon creation, be owned
         exclusively by the Company.

     4.  I hereby assign and agree in the future to assign to the Company (or as
         otherwise directed by the Company) my full right, title and interest in
         and to all Intellectual Property. I agree to provide, at the Company's
         request, all further cooperation which the Company determines is
         necessary or desirable to accomplish the complete transfer of the
         Intellectual Property and all associated rights to the Company, its
         successors, assigns and nominees, and to ensure the Company the full
         enjoyment of the Intellectual Property including without limitation
         executing further applications both domestic and foreign,
         specifications, oaths, assignments, consents, releases, government
         communications and other commercially reasonable documentation,
         responding to corporate diligence inquiries, and providing good faith
         testimony by affidavit, declaration, deposition, in-person or other
         proper means, in support of any effort by the Company to establish,
         perfect, defend, or otherwise enjoy, in this or any foreign country,
         its rights acquired pursuant to this Agreement through prosecution of
         governmental filings, regulatory proceedings, litigation or other
         means.

     5.  To the extent I cannot transfer and assign my entire right, title, and
         interest to the Intellectual Property, or any portion thereof, then I
         will assign and transfer all right, title, and interest in and to the
         Intellectual Property to the Company at the first opportunity to do so.
         To the extent that I cannot assign and transfer any of my full right,
         title, and interest in the Intellectual Property then I hereby grant
         the Company an irrevocable, worldwide, fully paid-up, royalty-free,

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         exclusive license, with the right to sublicense through multiple tiers,
         to make, use, sell, improve, reproduce, distribute, perform, display,
         transmit, manipulate in any manner, create derivative works based upon,
         and otherwise exploit or utilize in any manner the Intellectual
         Property. If the Company is unable because of my mental or physical
         incapacity or for any other reason to secure my signature for any of
         the assignments, licenses, or other reasonably requested documents
         pertaining to the Intellectual Property referenced in Paragraphs 4
         through 7 hereof within ten (10) business days of delivery of said
         documents to me, then I hereby irrevocably designate and appoint the
         Company and its duly authorized officers and agents as my agent and
         attorney in fact, to act for and in my behalf and stead to execute and
         file said documents and to do all other lawfully permitted acts to
         further the perfection, defense, and enjoyment of the Company's rights
         relating to the Intellectual Property with the same legal force and
         effect as if executed by me. I stipulate and agree that such
         appointment is a right coupled with an interest and will survive my
         incapacity or unavailability at any future time.

     6.  I further agree that I will assign, deliver and communicate to the
         Company, its representatives or agents or their successors and assigns,
         any know-how, facts and materials arising from or relating to said
         Intellectual Property including without limitation: (i) all
         simulations, prototypes, and other embodiments of the Intellectual
         Property; (ii) all drawings, blueprints, calculations, research plans
         and results, lab notes, workbooks and other records and written
         materials that relate to the Intellectual Property or that embody or
         record any know-how pertaining to the Intellectual Property; (iii) all
         files, documents and communications pertaining to the Intellectual
         Property; and (iv) evidence for interference purposes or for other
         legal proceedings whenever requested. I will not charge the Company,
         successors, or assigns for time spent in complying with these
         obligations under Paragraphs 3 through 6 of this Agreement.

     7.  I hereby represent and warrant that all of the product resulting from
         my work for the Company will be original and will not infringe the
         rights of any third party, including without limitation intellectual
         property rights, such as rights pertaining to patents, trademarks,
         copyrights and trade secrets.

     8.  I agree that I will not, and will not permit anyone acting on my behalf
         to, assert against the Company, its directors, shareholders, officers,
         managers, members, general or limited partners, joint venturers,
         employees, representatives or agents (collectively, with the Company,
         the "Corporate Group") any cause of action, right or claim, of any kind
         or nature, with respect to the Intellectual Property or any Employee
         Inventions, including without limitation Employee Inventions
         incorporated into the Intellectual Property, and I agree to indemnify
         and hold harmless the Corporate Group, and each of them, from any and
         all causes of action, rights or claims, of any kind or nature, losses
         and damages and costs and expenses, including without limitation
         attorneys' fees, and any and all other liabilities incurred by any of
         the Corporate Group arising from or relating to proprietary rights in
         the Employee Inventions, or any of them, or resulting from my failure
         to meet any of my obligations under any of Paragraphs 3 through 7 of
         this Agreement or under this Paragraph 8.

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     9.  I agree that, during my employment and during the two (2) year period
         immediately following termination of my employment, I will not,
         directly or indirectly, compete, or undertake any planning to compete,
         with the Company, anywhere in the world, whether as an owner, partner,
         investor, consultant, employee or otherwise. Specifically, but without
         limiting the foregoing, I agree not to work or provide services, in any
         capacity, whether as an employee, independent contractor or otherwise,
         whether with or without compensation, to any Person who is engaged in
         any business that is competitive with the business of the Company for
         which I have provided services, as conducted or in planning during my
         employment. I understand that the foregoing shall not prevent my
         passive ownership of two percent (2%) or less of the equity securities
         of any publicly traded company.

     10. I acknowledge and agree that any and all goodwill which I develop
         during my employment with any of the customers, prospective customers,
         subcontractors or suppliers of the Company shall be the sole, exclusive
         and permanent property of the Company and shall continue to be such
         after termination of my employment, howsoever caused.

     11. I agree that, during my employment and during the two (2) year period
         immediately following termination of my employment, I will not directly
         or indirectly (a) solicit or encourage any customer of the Company to
         terminate or diminish its relationship with it; or (b) seek to persuade
         any such customer or prospective customer of the Company to conduct
         with anyone else any business or activity which such customer or
         prospective customer conducts or could conduct with the Company;
         provided that these restrictions shall apply (y) only with respect to
         those Persons who are or have been a customer of the Company at any
         time within the immediately preceding two year period or whose business
         has been solicited on behalf of the Company by any of their officers,
         employees or agents within said two year period, other than by form
         letter, blanket mailing or published advertisement, and (z) only if I
         have performed work for such Person during my employment with the
         Company or been introduced to, or otherwise had contact with, such
         Person as a result of my employment or other associations with the
         Company or have had access to Confidential Information which would
         assist in my solicitation of such Person.

     12. I agree that during my employment and for the two (2) year period
         immediately following termination of my employment, I will not, and
         will not assist anyone else to, (a) hire or solicit for hiring any
         employee of the Company or seek to persuade any employee of the Company
         to discontinue employment or (b) solicit or encourage any independent
         contractor providing services to the Company to terminate or diminish
         its relationship with it. For the purposes of this Agreement, an
         "employee" of the Company is any person who was such at any time within
         the preceding two years.

     13. Except for any outside employments and directorships currently held by
         me as listed on Schedule B hereto, and except with the prior written
         consent of the Company, which consent will not be unreasonably
         withheld, I will not, during my employment by the Company, undertake or

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         engage in any other employment, occupation or business enterprise,
         other than one in which I am an inactive investor, that would interfere
         with my obligations to the Company. I hereby agree, that except as
         disclosed on Schedule B hereto, during my employment by the Company, I
         will not, directly or indirectly, engage (a) individually, (b) as an
         officer, (c) as a director, (d) as an employee, (e) as a consultant,
         (f) as an advisor, (g) as an agent (whether a salesperson or
         otherwise), (h) as a broker, or (i) as a partner, coventurer,
         stockholder or other proprietor owning directly or indirectly more than
         two percent (2%) interest in any firm, corporation, partnership, trust,
         association, or other organization that is engaged in any business that
         is competitive with the business of the Company as conducted or in
         planning during my employment (such firm, corporation, partnership,
         trust, association, or other organization being hereinafter referred to
         as a "Prohibited Enterprise"), without the consent of the Company,
         which consent will not be unreasonably withheld. Except as may be shown
         on Schedule B hereto, I hereby represent that I am not engaged in any
         of the foregoing capacities (a) through (i) in any Prohibited
         Enterprise.

     14. In signing this Agreement, I give the Company assurance that I have
         carefully read and considered all the terms and conditions of this
         Agreement, including the restraints imposed on me under this Agreement.
         I agree without reservation that each of the restraints contained
         herein is necessary for the reasonable and proper protection of the
         goodwill, Confidential Information and other legitimate interests of
         the Company; that each and every one of those restraints is reasonable
         in respect to subject matter, length of time and geographic area; and
         that these restraints will not prevent me from obtaining other suitable
         employment during the period in which I am bound by these restraints. I
         agree that I will never assert, or permit to be asserted on my behalf,
         in any forum, any position contrary to the foregoing. I also
         acknowledge and agree that, were I to breach any of the provisions of
         this Agreement, the harm to the Company would be irreparable. I
         therefore agree that in the event of such a breach or threatened breach
         the Company shall, in addition to any other remedies available to them,
         have the right to obtain preliminary and permanent injunctive relief
         against any such breach without having to post bond. I further agree
         that, in the event that any provision of this Agreement shall be
         determined by any court of competent jurisdiction to be unenforceable
         by reason of its being extended over too great a time, too large a
         geographic area or too great a range of activities, such provision
         shall be deemed to be modified to permit its enforcement to the maximum
         extent permitted by law.

     15. In the event of any alleged breach of this Agreement, I hereby consent
         and submit to the jurisdiction of the federal and state courts in and
         of the Commonwealth of Massachusetts and of the federal and state
         courts in and of the state in which I am then employed. I agree to
         accept service of process by registered or certified mail or the
         equivalent directed to my last known address on the books of the
         Company or by whatever other means are permitted by such court.

     16. Words or phrases which are initially capitalized or are within
         quotation marks shall have the meanings provided in this paragraph and
         as provided elsewhere in this Agreement. For purposes of this
         Agreement, the following definitions apply:

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         "Confidential Information" means any and all information of the Company
         that is not generally known by others with whom it competes or does
         business, or with whom it plans to compete or do business, and any and
         all information, publicly known in whole or in part or not, which, if
         disclosed by the Company, would assist in competition against them,
         including but not limited to (a) all proprietary information of the
         Company, including but not limited to the products and services,
         technical data, methods, processes, trade secrets, know-how,
         developments, inventions, and formulae of the Company, (b) the
         development, research, testing, marketing and financial activities and
         strategic plans of the Company, (c) the manner in which it operates,
         (d) its costs, sources of supply and financial performance, (e) the
         identity and special needs of the customers, prospective customers and
         subcontractors of the Company, (f) the people and organizations with
         whom the Company has business relationships and those relationships.
         Confidential Information also includes any information that the Company
         may receive or has received from customers, subcontractors, suppliers
         or others, with any understanding, express or implied, that the
         information would not be disclosed.

         "Intellectual Property" means inventions, discoveries, developments,
         methods, processes, compositions, works, concepts and ideas (whether or
         not patentable or copyrightable or constituting trade secrets)
         conceived, made, created, developed or reduced to practice by me
         (whether alone or with others and whether or not during normal business
         hours or on or off Company premises) during my employment that relate
         in any way to the business, products or services of the Company or to
         any prospective activity of the Company or which make use of the
         Confidential Information or of facilities or equipment of the Company.

         "Person" means an individual, a corporation, a limited liability
         company, an association, a partnership, an estate, a trust and any
         other entity or organization, other than the Company.

     17. I represent and warrant that my employment by the Company and the
         execution and performance of this Agreement will not breach or be in
         conflict with any other agreement to which I am a party or am bound. I
         will not disclose to or use on behalf of the Company, or induce the
         Company to use, any proprietary information of any previous employer of
         mine or other third party without that party's consent.

     18. This Agreement sets forth the entire agreement between me and the
         Company and supersedes all prior and contemporaneous communications,
         agreements and understandings, written or oral, with respect to the
         subject matter hereof; provided, however, that this Agreement shall not
         terminate or supersede any additional obligations I may have pursuant
         to any other agreement or under applicable law with respect to
         confidentiality, non-competition, assignment of rights to intellectual
         property or the like. In the event of conflict between this Agreement
         and any prior agreement between me and the Company, this Agreement
         shall govern. No deletion, addition, marking, notation or the like
         change to the body of this Agreement shall be of any force or effect
         and this Agreement shall be interpreted as if such change had not been

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         made. This Agreement may not be modified or amended, and no breach
         shall be deemed to be waived, unless agreed to in writing by me and an
         expressly authorized officer of the Company. If any provision of this
         Agreement should, for any reason, be held invalid or unenforceable in
         any respect, it shall not affect any other provisions, and shall be
         construed by limiting it so as to be enforceable to the maximum extent
         permissible by law. Provisions of this Agreement shall survive any
         termination if so provided in this Agreement or if necessary or
         desirable to accomplish the purpose of other surviving provisions.

     19. Neither the Company nor I may make any assignment of this Agreement or
         any interest in it, by operation of law or otherwise, without the prior
         written consent of the other; provided, however, that the Company may
         assign its rights and obligations under this Agreement without my
         consent in the event that the Company shall hereafter affect a
         reorganization, consolidate with, or merge into any Person or transfer
         to any Person all or substantially all of the business, properties or
         assets of the Company or of any division or line of business of the
         Company with which I am at any time associated. This Agreement shall
         inure to the benefit of and be binding upon me and the Company, and
         each of our respective successors, executors, administrators, heirs,
         representatives and permitted assigns.

     20. I acknowledge and agree that this Agreement does not in any way
         obligate the Company to retain my services for a fixed period or at a
         fixed level of compensation; nor does it in any way restrict my right
         or that of the Company to terminate my employment at any time, with or
         without notice or cause.

     21. I expressly consent to be bound by the provisions of this Agreement for
         the benefit of the Company, successor or permitted assign to whose
         employ I may be transferred, without the necessity that this Agreement
         be re-signed at the time of such transfer.

     22. This is a Massachusetts contract and shall be governed by and construed
         in accordance with the laws of the Commonwealth of Massachusetts,
         without regard to the conflict of laws principles thereof.

     23. In signing this Agreement, I give the Company assurance that I have
         read and understood all of its terms; that I have had a full and
         reasonable opportunity to consider its terms and to consult with any
         person of my choosing before signing; that I have not relied on any
         agreements or representations, express or implied, that are not set
         forth expressly in this Agreement; and that I have signed this
         Agreement knowingly and voluntarily.

     24. Conflicts. In the event of any conflict between the provisions of this
         agreement and the provisions of the Employment Agreement, the
         provisions of the Employment Agreement will govern.

                                      -B7-
<PAGE>

     Intending to be legally bound hereby, I have signed this Agreement under
seal as of the day and year written below.

                           Signature: /s/ Dennis R. Fowler, M.D.
                                      ------------------------------------------

                           Printed Name: Dennis R. Fowler, M.D., Ph.D.
                                         ---------------------------------------

                           Date: 10 June, 2002
                                 -----------------------------------------------




                                      -B8-
<PAGE>


                                                                      SCHEDULE A

            LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP

-------------------   --------------------   -----------------------------------
       TITLE                  DATE               IDENTIFYING NUMBER OR BRIEF
                                                         DESCRIPTION

-------------------   --------------------   -----------------------------------



























      X     No inventions or improvements
 ----------

            Additional sheets attached
 ----------

 Signature of Employee:   /s/ Dennis R. Fowler, M.D.
                        ------------------------------

 Date:     10 June, 2002
        --------------------

                                      -B9-
<PAGE>

                                                                      SCHEDULE B

                      OUTSIDE EMPLOYMENTS AND DIRECTORSHIPS

                        OF DENNIS R. FOWLER, M.D., PH.D.





Heritage Bible College
Dunn, North Carolina

INNxus, Inc.
Vancouver, B.C.



                                     -B10-
<PAGE>