Exhibit 10.1
                              EMPLOYMENT AGREEMENT


          THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is made effective as of
this  23rd  day  of  October,  2006  (the  "Effective  Date"),  by  and  between
ImmuneRegen BioSciences,  Inc., a Delaware corporation (the "Company"),  and Hal
Siegel, an individual ("Employee"), with reference to the following facts:


RECITALS

          WHEREAS,  the  Company  desires  that  Employee  be employed as Senior
Director of Product Development and Regulatory Affairs of the Company; and

          WHEREAS, Employee is willing to be employed by the Company and provide
services to the Company under the terms and conditions herein stated.

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
agreements hereinafter contained, and for other good and valuable consideration,
it is hereby agreed by and between the parties hereto as follows:


AGREEMENT

1.   EMPLOYMENT, SERVICES, AND DUTIES

     1.1  EMPLOYMENT.  The Company hereby employs Employee as Senior Director of
          Product Development and Regulatory Affairs of the Company and Employee
          hereby  accepts  such  employment  as of the  Effective  Date upon the
          terms,  covenants  and  conditions  set forth herein.  Employee  shall
          render  his/her  services  to  the  Company  by  and  subject  to  the
          instructions  and  directions  of the  Company's  President  and Chief
          Executive Officer to whom Employee shall directly report.

     1.2  DUTIES.  Employee shall perform all duties  assigned to him/her by the
          Company's President and Chief Executive Officer to the best of his/her
          ability and in a manner satisfactory to the Company.

     1.3  TIME AND EFFORTS.  Employee  shall devote his/her  full-time  efforts,
          attention,   and   energies   to  the   business   of   the   Company.
          Notwithstanding the foregoing, Employee may perform services for other
          persons,  businesses and organizations,  provided that the performance
          of such services does not interfere and is not  inconsistent  with the
          Employee's  performance of his/her duties and  obligations  under this
          Agreement,  including  without  limitation,  the Employee's duties and
          obligations  under  Section  6  of  this  Agreement.  Subject  to  the
          limitations of the preceding sentence, the Company hereby acknowledges
          and agrees that (a)  Employee  provides  consulting  services to Zila,
          Inc. and (b) employee's  continuing  service to Zila,  Inc. during the
          term of this Agreement shall be permitted.


2.   TERM

     The term of employment  under this Agreement  ("Term of Employment")  shall
     commence on the Effective Date and,  subject to the provisions of Section 4
     below, shall continue for two years.

3.   COMPENSATION

     As the total  consideration  for Employee's  services  rendered  hereunder,
     Employee shall be entitled to the following:

     3.1  BASE SALARY. A salary of $200,000 for the first 12 months of full-time
          employment  (the  "First  Year  Salary").  A salary of $210,000 in the
          second year (the "Second Year Salary and  collectively  with the First
          Year Salary and the Second Year Salary,  the "Base Salary").  The Base
          Salary shall be payable in regular installments in accordance with the
          customary  payroll  practices of the Company.  Employee's  Base Salary
          shall be subject to such payroll  deductions  as required by law or as
          appropriate under the Company's payroll deduction procedures.

     3.2  COMMON STOCK.  Employee  shall be issued 200,000  five-year  incentive
          stock  options on shares of IRBO common stock from the Employee  Stock
          Option  Plan upon the  Effective  Date of this  Agreement.  The strike
          price of the options  will be equal to the closing  share price on the
          OTC Bulletin Board of IRBO common shares on the Effective Date and the
          options will vest 30 days after the Effective Date of this agreement .

<PAGE>

     3.3  BONUS. Employee shall be entitled to a discretionary bonus pursuant to
          those terms set forth in Exhibit A hereto.

     3.4  EXPENSES.  During the Term of  Employment,  Employee  is  entitled  to
          reimbursement  for reasonable  and necessary  business  expenses,  per
          Company   policy,   incurred  by  Employee  in  connection   with  the
          performance  of  Employee's  duties  hereunder  provided that (a) such
          expenses are ordinary and necessary expenses incurred on behalf of the
          Company, and (b) Employee provides the Company with itemized accounts,
          receipts and other documentation for such expenses,  to be reviewed by
          the Company's C.E.O., as are reasonably required by the Company.

     3.5  VACATION. Employee shall be entitled to three weeks vacation time each
          year  during  the first  and  second  years of the Term of  Employment
          without loss of compensation during the Term of Employment. Employee's
          vacation shall be governed by the Company's usual policies  applicable
          to all Employees.

     3.6  FRINGE  BENEFITS.  Employee  shall be  entitled to  participate  in or
          receive benefits under any employee benefit plan or other  arrangement
          made available by the Company to its executive  personnel,  subject to
          and on a basis  consistent  with the  terms,  conditions  and  overall
          administration of such plans and arrangements.


4.   TERMINATION

     Employee's  employment  shall terminate prior to the expiration of the Term
     of  Employment  set forth in  Section  2 above  upon the  happening  of the
     following:

     4.1  TERMINATION  FOR CAUSE.  The Company may terminate  this Agreement for
          Cause. For purposes of this Agreement, "Cause" shall mean:

          (a)  a material act of dishonesty in  connection  with the  Employee's
               responsibilities as an employee of the Company;
          (b)  Employee's conviction of, or plea of nolo contendere to, a felony
               or a crime involving moral turpitude;
          (c)  Employee's  gross  misconduct which has a material adverse effect
               on the Company; or
          (d)  Employee's  consistent  and  willful  failure to perform  his/her
               employment  duties where such failure is not cured within 30 days
               after written notice to Employee by the Company.

          Any  termination  for  Cause  shall be made by  written  notice to the
          Employee,  which  shall set  forth in  reasonable  detail  all acts or
          omissions upon which the Company is relying for the termination.

     4.2  TERMINATION WITHOUT CAUSE. The Company may terminate the employment of
          Employee and all of the  Company's  obligations  hereunder  (except as
          hereinafter  provided) at any time and for any reason or for no reason
          during the Term of Employment without Cause by giving Employee written
          notice of such  termination,  to be  effective 15 days  following  the
          giving of such written notice.

     4.3  TERMINATION  DUE  TO  DISABILITY  OR  DEATH,   Employee's   employment
          hereunder:


          (a)  May be terminated by the Company upon 15 days' notice to Employee
               in the event  that the  Company  in good  faith  determines  that
               Employee has been unable to satisfactorily perform his/her duties
               under  this  Agreement  for an  aggregate  of 90 days  within any
               12-month period, or can reasonably be expected to be unable to do
               so for such period, as the result of Employee's  disability,  and
               within 15 days of receipt of such notice, Employee shall not have
               returned  to the  full-time,  continuing  performance  of his/her
               duties hereunder, and
          (b)  Will terminate immediately upon the death of Employee.

<PAGE>

          For purposes of this Section  4.3,  the Employee  shall be  considered
          disabled  or to be  suffering  from a  disability  if the  Employee is
          unable, after any reasonable  accommodations required by the Americans
          with  Disabilities  Act or any  applicable  state law,  to perform the
          essential  functions of his  position  because of a physical or mental
          impairment.  In the  absence  of  agreement  between  Company  and the
          Employee,  whether  the  Employee  is  disabled  or  suffering  from a
          disability (and the date as of which Employee became disabled) will be
          determined by a licensed physician selected by Company.  If a licensed
          physician selected by the Employee disagrees with the determination of
          the physician selected by Company, the two (2) physicians shall select
          a third physician.  The decision of the third physician concerning the
          Employee's  disability  then shall be binding  and  conclusive  on all
          interested parties.

     4.4  The Employee shall at all times have the right,  by written notice not
          less than thirty (30) days prior to the termination date, to terminate
          the Term of Employment.

5.   EFFECT OF TERMINATION

     5.1  TERMINATION  FOR CAUSE.  In the event that  Employee's  employment  is
          terminated  pursuant to Sections 4.1 above,  the Company  shall pay to
          Employee,  or his/her  representatives,  on the date of termination of
          employment (the  "Termination  Date"), in satisfaction in full for all
          of its obligations hereunder, the following:

          (a)  Two months salary and payment for any accrued  vacation  provided
               for in Section 3.5, in each case  computed on a pro rata basis to
               the Termination Date; and
          (b)  Any  expense  reimbursements  due and owing to Employee as of the
               Termination Date.

     5.2  TERMINATION  FOR  DEATH  OR  DISABILITY.   In  the  event   Employee's
          employment  is  terminated  pursuant to Section 4.3, the Company shall
          pay to Employee, or his/her  representatives,  on the Termination Date
          in  satisfaction  in full for all of its  obligations  hereunder,  the
          following:

          (a)  in the case of termination due to death,  payment for any accrued
               vacation  provided for in Section 3.5, in each case computed on a
               pro rata basis to the Termination Date; and
          (b)  in the case of termination  due to disability,  two months salary
               and payment for any accrued vacation provided for in Section 3.5,
               in each  case  computed  on a pro rata  basis to the  Termination
               Date; and
          (c)  in the case of termination due to either death or disability, any
               unpaid Base Salary and Bonus and expense  reimbursements  due and
               owing to Employee as of the Termination Date.

     5.3  TERMINATION WITHOUT CAUSE OR A CONSTRUCTIVE TERMINATION.  In the event
          Employee's  employment is terminated pursuant to Section 4.2 or in the
          event a Constructive Termination occurs as Constructive Termination is
          defined in the Change-of-Control  Agreement by and between the Company
          and   Employee   of  even  date   herewith   (the   "Change-of-Control
          Agreement"),    the   Company   shall   pay   to   Employee,   his/her
          representatives,  on the Termination  Date in satisfaction in full for
          all of its obligations hereunder, the following:

          (a)  the  remainder  of the salary for the year or six months  salary,
               whichever  is  greater  and  payment  for  any  accrued  vacation
               provided for in Section 3.5, in each case  computed on a pro rata
               basis to the Termination Date; and
          (b)  any unpaid Base Salary and Bonus and expense  reimbursements  due
               and owing to Employee as of the Termination Date.

     5.4  TERMINATION  BY  EMPLOYEE.  In  the  event  Employee's  employment  is
          terminated  pursuant to Section 4.4 and such termination of employment
          is not a Constructive  Termination as defined in the Change-of-Control
          Agreement,  the Company shall pay to Employee on the Termination  Date
          in satisfaction in full of all of its obligations hereunder:

          (a)  unpaid Base Salary and Bonus and expense  reimbursements  due and
               owing to Employee as of the Termination Date; and
          (b)  any accrued vacation  provided for in Section 3.5,  computed on a
               pro rata basis to the Termination Date.

<PAGE>

6.   NON-COMPETITION; CONFIDENTIALITY; NON-SOLICITATION

     6.1  COVENANT  NOT TO  COMPETE.  During  the  Term of  Employment,  neither
          Employee nor any  affiliate of Employee,  shall compete in any manner,
          directly or  indirectly,  with the business of the Company  and/or its
          affiliates  (that  is,  the  business  of  developing,  manufacturing,
          marketing  or selling  products  or  services  similar to those of the
          Company and/or its  affiliates),  or own,  manage,  operate,  control,
          participate or have any interest in or be connected in any manner with
          the  ownership or control of any business  developing,  manufacturing,
          marketing  or selling  products  or  services  similar to those of the
          Company  and/or  its  affiliates.   As  used  in  this  Agreement,  an
          "affiliate" of Employee is any spouse,  parent,  child,  or sibling of
          Employee,  or  any  corporation,  partnership,  association  or  their
          business entity which directly or indirectly is controlled or can have
          its acts affected by Employee or in which  Employee has an investment.
          Nothing  contained  in this  Agreement  shall be  deemed  to  preclude
          Employee from  purchasing or owning,  directly or  beneficially,  as a
          passive  investment,  less  than  five  percent  (5%) of any  class of
          publicly traded securities of any corporation so long as Employee does
          not actively  participate in or control,  directly or indirectly,  any
          investment or other decisions with respect to such corporation.

     6.2  CONFIDENTIALITY  AND RETURN OF COMPANY DOCUMENTS.  Employee recognizes
          and  acknowledges  that by  virtue  of  his/her  employment  with  the
          Company,   he/she  will  have  access  to  certain  trade  secret  and
          confidential  information  of the  Company  and that such  information
          constitutes valuable,  special and unique property of the Company, and
          derives economic value because it is not generally known to the public
          or to others who could  benefit  from its  disclosure  or use  ("Trade
          Secrets").  Trade  Secrets  include,  but  are  not  limited  to,  the
          following:

          (a)  customer and contact information such as customer lists and other
               information  concerning  particular  needs,  problems,  likes  or
               dislikes of the Company's customers and contacts;
          (b)  the identities of the Company's customers and contacts;
          (c)  price information, such as price lists, the contents of bids, and
               other information concerning costs or profits;
          (d)  technical  information,  such  as  formulae,  know-how,  computer
               programs,  software, source and object codes, secret processes or
               machines,  inventions and research  projects,  documentation,  or
               other methods or processes;
          (e)  business information relating to costs, profits,  sales, markets,
               suppliers,  plans for  further  development,  market  studies  or
               research projects;
          (f)  personnel  or a  compilation  of data  concerning  the  Company's
               employees  and  independent   contractors;   and  (g)  any  other
               information  valuable  because  of  it  private  or  confidential
               nature.

          Employee  agrees  that  during the term of  employment,  and for three
          years  thereafter,  he/she will not  reproduce,  copy or disclose  the
          Company's Trade Secrets and confidential  business  information to any
          person, firm, corporation,  association or other entity for any reason
          or purposes  whatsoever,  nor will Employee advise,  discuss or in any
          way assist any other  person or firm  (including  customers  or former
          customers of the Company) in obtaining or learning about the Company's
          Trade  Secrets.   Employee   covenants  and  acknowledges   that  upon
          separation from employment with the Company,  he/she shall immediately
          surrender to the Company all of the  Company's  Trade  Secrets and any
          and all such documents,  materials or other tangible items  pertaining
          to these  Trade  Secrets  that  he/she may possess and that such Trade
          Secrets shall be and remain the sole property of the Company. Employee
          agrees  that if  he/she  is in doubt as to  whether  any  information,
          material,  or document is a Trade  Secret or is  confidential,  he/she
          will contact the board of directors of the Company  before  disclosing
          or using such information for any purpose other than in furtherance of
          Employee's duties as an employee of the Company.  Employee agrees that
          it will not work for a company  competing  directly  with the  Company
          during  the term of his/her  employment  with the  Company  under this
          Agreement.

<PAGE>

          6.3  SOLICITATION  OF THE COMPANY'S  EMPLOYEES OR CUSTOMERS.  Employee
               agrees that at any time during the term of his/her employment and
               for three (3) years  after that term  he/she  shall not  solicit,
               directly or  indirectly,  any  employees  of the Company to leave
               employment  by the  Company to work for or with  Employee  or any
               competitor of Company nor solicit any of the Company's  customers
               or potential customers who were solicited by the Company within a
               twelve (12) month period  immediately prior to the termination of
               Employee's engagement.

          6.4  SURVIVAL   OF   CONFIDENTIALITY   AND    NON-SOLICITATION.    The
               requirements  and  covenants  of this  Section  6.2 and 6.3 shall
               survive  and  continue  after  the Term of  Employment.  Employee
               recognizes and agrees that  violation or threatened  violation of
               any provision  contained in this Section 6 will cause irreparable
               damage or injury to the Company and that the  Company's  remedies
               at law for any breach of this Section 6 may not be adequate,  and
               the exact  amount of the  Company's  damages in the event of such
               breach may be  impossible to  ascertain.  Therefore,  the Company
               shall be entitled,  as a matter of right,  without further notice
               and without the necessity of posting bond thereof,  to injunctive
               and other equitable relief  restraining any threatened or further
               violation of this Section.  The Company's  right to an injunction
               shall be in addition to, and not in limitation  of, any and other
               rights and remedies it may have against Employee,  including, but
               not limited to, the recovery of damages.

7.   NOTIFICATION TO NEW EMPLOYER.

          If Employee leaves the employ of the Company, Employee consents to the
          Company's notification to any new employer of Employee's and Company's
          rights and obligations under this Agreement.

8.   SEVERABILITY

          Should any term, provision, covenant or condition or this Agreement be
          held to be void or invalid,  the same shall not affect any other term,
          provision, covenant or condition of this Agreement, but such remainder
          shall  continue  in full force and effect as though  each such  voided
          term, provision, covenant or condition is not contained herein.

9.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

          This Agreement  shall be governed by and construed in accordance  with
          the laws of the State of Arizona.  Each of the parties  submits to the
          exclusive  jurisdiction  of any  state or  federal  court  sitting  in
          Phoenix,  Arizona  in  any  action  or  proceeding  arising  out of or
          relating  to this  Agreement  and  further  agrees  that all claims in
          respect of the action or proceeding may be heard and determined in any
          such court and agrees  not to bring any action or  proceeding  arising
          out of or relating to this  Agreement in any other  court.  Each party
          agrees that a final  judgment in any action or  proceeding  so brought
          shall be conclusive  and may be enforced by suit on the judgment or in
          any other manner so provided by law.

10.  BINDING AGREEMENT

          This Agreement shall inure to the benefit of and shall be binding upon
          the Company, its successors and assigns.

11.  CAPTIONS

          The  Section  captions  herein  are  inserted  only  as  a  matter  of
          convenience and reference and in no way define,  limit or describe the
          scope of this Agreement or the intent of any provisions hereof.

12.  ENTIRE AGREEMENT

          This Agreement (along with the  Change-of-Control  Agreement) contains
          the entire  agreement  of the parties  relating to the subject  matter
          hereof,   and  the   parties   hereto   have   made   no   agreements,
          representations  or warranties  relating to the subject matter of this
          Agreement  that are not set forth  otherwise  herein.  This  Agreement
          supersedes  any and all prior  agreements,  written or oral,  with the
          Company.  Any such prior  agreements  are hereby  terminated and of no
          further effect and Employee,  by the execution hereof, agrees that any
          compensation  provided  for  under  any  such  prior  agreement(s)  is
          specifically   superseded  and  replaced  by  the  provision  of  this
          Agreement.  No  modification  of this Agreement  shall be valid unless
          made by the unanimous written consent of the board of directors of the
          Company.  The  parties  hereto  agree  that in no event  shall an oral
          modification of this Agreement be enforceable or valid.

<PAGE>

13.  NOTICE

          All notices and other  communications under this Agreement shall be in
          writing (including, without limitation,  telegraphic,  telex, telecopy
          or cable communication) and mailed, telegraphed,  telexed, telecopied,
          cabled  or  delivered  by hand  or by  nationally  recognized  courier
          service  guaranteeing  overnight  delivery to a party at the following
          address (or to such other address as such party may have  specified by
          notice given to the other party pursuant to this provision):

                       If to the Company:

                       ImmuneRegen BioSciences, Inc.
                       4021 N. 75th Street, Suite 201
                       Scottsdale, AZ  85251
                       Attention:  Michael K. Wilhelm

                       With a copy to:

                       Kirkpatrick & Lockhart, Nicholson, Graham LLP
                       10100 Santa Monica Blvd., 7th Floor
                       Los Angeles, CA  90067
                       Attention:  Thomas J. Poletti, Esq.


                       If to Employee:

                       Hal Siegel
                       7111 E. McDonald Drive
                       Paradise Valley, AZ  85253-5406


14.  ATTORNEY'S FEES

          In the  event  that  any  party  shall  bring  an  action,  reference,
          arbitration or proceeding in connection with the  performance,  breach
          or  interpretation  hereof,  then the prevailing party in such action,
          reference,  arbitration  or  proceeding  as determined by the court or
          other body having  jurisdiction  shall be entitled to recover from the
          losing  party  all  reasonable  costs  and  expenses  of such  action,
          reference,  arbitration or proceeding, including reasonable attorneys'
          fees,  court costs,  costs of  investigation,  expert witness fees and
          other costs reasonably related to such proceeding.




IN WITNESS  WHEREOF,  this  Agreement  is  executed as of the day and year first
above written.


                                            "COMPANY"

                                            IMMUNEREGEN BIOSCIENCES, INC.
                                            a Delaware corporation


                                            By:  /s/ Michelle R. Laroche
                                                 -------------------------------
                                                 Michelle R. Laroche, Secretary




                                            By:  /s/ Michael K. Wilhelm
                                                 -------------------------------
                                                 Michael K. Wilhelm, CEO



                                            And

                                            "EMPLOYEE"

                                                 /s/ Hal Siegel
                                                 -------------------------------
                                                 Hal Siegel








<PAGE>



                                    Exhibit A
                               Discretionary Award


          In addition to Base Salary,  the Employee shall be eligible to receive
a quarterly  discretionary  award based upon the  Employee's  and the  Company's
performance  for the  preceding  quarter  of the  Company's  fiscal  year.  Such
discretionary  award shall be in the form of Stock  Options  under the Company's
2003  Stock  Option,  Deferred  Stock and  Restricted  Stock  Plan  (the  "Stock
Option").

          Additionally,  the  Employee  shall be eligible to receive a quarterly
grant of a five-year  option to purchase up to 10,000 (ten  thousand)  shares of
the  Company's  Common  Stock with an  exercise  price  equal to 85% of the fair
market  value of the  Company's  Common  Stock on the date such option is issued
(the "Options").  The amount of Stock Options  constituting  such grant shall be
determined by the  Compensation  Committee of the Board of Directors in its sole
discretion.  Such  grant  shall  be made as of the  last  day of the  applicable
quarter provided that Employee is actively employed by the Company on such date.