Exhibit 10.4
  
 Employment Terms
     Start date:
    
    March 1, 2011Position:
    
    Chief Executive Officer, reporting to the BoardCash Compensation:
    
    $10,000 per month salary, plus $2,000 allowance
per month for health insurance and other fringe
benefits.Confidentiality Agreement:
    
    In connection with the execution of this
letter, as a condition of your employment with
Omni, you will sign the Confidentiality and
Inventions Assignment Agreement attached hereto
as Exhibit A (the Confidentiality Agreement).At-Will Employment:
    
    Your employment with the Company is not for a
specific period of time. Rather, your
employment with the Company is at will,
meaning that it could be terminated at any
time, for any or no reason, at the option of
either you or the Company. Notwithstanding the
foregoing, the Company agrees that it shall not
terminate you in bad faith in order to avoid
payment of any Incentive Bonus (as
defined below. You also should understand that the compensation
and benefits described in this letter are subject to change during
your employment at the discretion of the Company.




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Company Policies:
    
    You are expected to follow all applicable policies
and procedures adopted by the Company from time to
time, including without limitation policies
relating to business ethics, conflict of interest,
non-discrimination, confidentiality and protection
of trade secrets.Restricted Stock Units:
    
    300,000 restricted stock units (RSUs), vesting
over three years as follows: 100,000 as of March
1, 2012, 100,000 as of March 1, 2013 and 100,000
as of March 1, 2014. Automatic vesting of all
unvested RSUs upon change of control. Details
regarding this restricted stock unit grant will be
provided to you in a separate RSU agreement.Restrictions:
    
    The Board recognizes that you will also be the
chief executive officer of BioMimetix
Pharmaceutical, Inc. (BioMimetix) and
acknowledges that certain corporate opportunity
and conflict of interest situations may arise out
of such role. Therefore, you agree that you will
not assist or participate in raising additional
capital for BioMimetix until the earlier of: (1)
the Company raising a total of $7 million; (2) 12
months from the date of the Companys initial
investment in BioMimetix; (3) the Company
executing an agreement with a strategic partner
resulting in payments made to the Company; or (4)
permission of the Board.Incentive Bonus:
    
    You will be eligible to receive an incentive bonus
(the Incentive Bonus) in connection with the
occurrence of a Liquidity Event (as defined
below), so long as either (i) you have been
continuously employed by the Company from your
Start Date through the effective date of the
Liquidity Event, or (ii) the Liquidity Event
occurs with one or more parties introduced by you
to the Company for purposes of a Liquidity Event
prior to 12 months from the effective date of
termination of your services other than for Cause
(as defined below) (the Tail Period). For the
avoidance of doubt, if (1) your employment with
the Company terminates other than for Cause prior
to the occurrence of a Liquidity Event or (2) the
Liquidity Event occurs after the expiration of the
Tail Period, you will not be entitled to receive
payment of any Incentive Bonus.




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Bonus Calculation and Payment. th
 Definitions.
 (a)
    
    Applicable Percentage means the percentage specified in the table below corresponding to
the amount of Net Proceeds received in connection with a Liquidity Event:
 ApplicablePercentage
    
    Net Proceeds1.0%
    
    Less than or equal to $100 million1.5%
    
    Greater than $100 million, less than or equal to $200 million2.0%
    
    Greater than $200 million, less than or equal to $300 million3.0%
    
    Greater than $300 million
 Cause
 (c)
    
    Liquidity Event means the consummation of:
 (1)
    
    the sale (including in one or a series of related transactions) of all or
substantially all of the Companys consolidated assets to a person or a group of
persons acting in concert (other than a person or group affiliated with the Company);
 (2)
    
    the sale or transfer (including in one or a series of related transactions)
to a person or a group of persons acting in concert (other than a person or group
affiliated with the Company) of Company equity securities
representing more than 50% of the combined voting power of the Companys then
outstanding equity securities entitled to vote generally in the election of
directors;




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(3)
    
    the merger or consolidation of the Company with or into another entity,
unless immediately following such transaction, all or substantially all of the persons
who were the beneficial owners of the Companys outstanding voting securities
immediately before the transaction beneficially own, directly or indirectly, more than
50% of the combined voting power of the then outstanding voting securities (or
comparable equity interests) of the surviving or resulting entity (or its parent
entity); or
 (4)
    
    the sale (including in one or a series of related transactions) of the
Companys intellectual property related to the use of the FDA approved drug Alpha-1
Antitrypsin to a person or a group of persons acting in concert (other than a person
or group affiliated with the Company). Net Proceeds will be aggregated over any
series of applicable transactions, and any difference due to an increase in the
Applicable Percentage as a result of such aggregation will be paid in connection with
the most recent transaction.
  (d)
    
    Net Proceeds means the fair market value, as of the date of the Liquidity Event and as
determined in good faith by the Board, of the aggregate consideration (whether cash, notes,
stock or other securities) actually received by the Company or its stockholders as a result of
the Liquidity Event, less all transaction fees and expenses incurred by the Company in
connection with such Liquidity Event, including legal, accounting and investment banking fees.
 Escrow or Hold-Back




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Term of Bonus Arrangement.
 Successors.
    
 On Behalf of the Board of Directors of Omni Bio Pharmaceutical, Inc.
  James Crapo
  5




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Exhibit A
 Confidentiality and Inventions Assignment Agreement




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Exhibit A
 EMPLOYEE CONFIDENTIALITY
AND ASSIGNMENT OF INVENTIONS AGREEMENT
 Employee Company
 At-Will Employment; No Conflict
 Prior Work
 Proprietary Information
   Company Proprietary Information Third
Party Proprietary Information




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Nondisclosure of Proprietary Information
 Return of Materials
 Inventions, Ideas, and Expressions of Ideas Inventions, Ideas, and Expressions of Ideas Specified Inventions AAT
 Disclosure of Prior Inventions Exhibit A Prior Inventions Exhibit A Exhibit A
  2




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Ownership of Company Inventions; License of Prior Inventions Company Inventions
 Future Inventions
 Inventions, Ideas, and Expression of Ideas
 Cooperation in Perfecting Rights to Inventions.
   3




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No Violation of Rights of Third Parties
 Survival
 Post-Employment Disclosure
 Injunctive Relief
 Notices
  4




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Governing Law
 Severability
 Waiver
 Entire Agreement; Amendment
 [The remainder of this page is intentionally left blank.]
  5




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OMNI BIO PHARMACEUTICAL, INC.
    
    
    
    EMPLOYEE:By:
    
    
    
    
    
    
    
    By:Name:
    
    
    
    
    
    
    
    Dr. James Crapo, MDTitle:
    
    
    
    
    
    
    
    4650 S. Forest StreetEnglewood, CO 80113
  6




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Exhibit A
 PRIOR INVENTIONS
  7