EXECUTIVE EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into this the 31st day of March,
2000, by and between TRIMERIS, INC., a Delaware corporation (the "Company"), and
M. NIXON ELLIS ("Executive").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, Executive and the Company deem it to be in their respective
best interests to enter into an agreement providing for the Company's employment
of Executive pursuant to the terms herein stated;

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, it is hereby agreed as follows:

1.       Effective Date. This Agreement shall be effective as of the 31st day of
         March, 2000, which date shall be referred to herein as the "Effective
         Date".

2.       Position and Duties.

         (a) The Company hereby employs Executive as its Executive Vice
         President and Chief Business Officer commencing as of the Effective
         Date for the "Term of Employment" (as herein defined below). In this
         capacity, Executive shall devote his best efforts and his full business
         time and attention to the performance of the services customarily
         incident to such offices and position and to such other services of a
         senior executive nature as may be reasonably requested by the Chief
         Executive Officer (CEO) and Chief Scientific Officer (CSO) of the
         Company which may include services for one or more subsidiaries or
         affiliates of the Company. Executive shall in his capacity as an
         employee and officer of the Company be responsible to and obey the
         reasonable and lawful directives of the CEO and CSO.

         (b) Executive shall devote his full time and attention to such duties,
         except for sick leave, reasonable vacations, and excused leaves of
         absences as more particularly provided herein. Executive shall use his
         best efforts during the Term of Employment to protect, encourage, and
         promote the interests of the Company.

3.       Compensation.

         (a) Base Salary. The Company shall pay to Executive during the Term of
         Employment a minimum salary at the rate of Two Hundred Twenty Thousand
         Dollars ($220,000.00) per year and agrees that such salary shall be
         reviewed at least annually. Such salary shall be subject to
         discretionary annual increases as determined by the Compensation
         Committee of the Board of Directors. Such salary shall be payable
         monthly and in accordance with the Company's normal payroll procedures.
         (Executive's annual salary, as set forth above or as it may be
         increased from time to time as set forth herein, shall be referred to
         hereinafter as "Base Salary"). At no time during the Term of


<PAGE>

         Employment shall Executive's Base Salary be decreased from the amount
         of Base Salary then in effect.

         (b) Performance Bonus. In addition to the compensation otherwise
         payable to Executive pursuant to this Agreement, Executive shall be
         eligible to receive an annual bonus up to forty-five percent (45%) of
         his Base Salary ("Bonus") pursuant to a performance bonus plan (the
         "Bonus Plan") which may be established by the Company for its senior
         executive officers and which shall provide for bonus compensation to be
         payable based upon the financial and other performance of the Company
         and Executive.

         (c) Signing Bonus. In consideration of Executive's executing this
         Agreement, Company agrees to award Executive, upon execution of this
         Agreement, a one time payment of Twenty Five Thousand Dollars
         ($25,000.00).

         (d) Long Term Incentive/Stock Options. Upon execution of this
         Agreement, the Company shall recommend that the Compensation Committee
         of the Board grant Executive options to purchase One Hundred Thousand
         (100,000) shares of the Company's common stock at a price equal to the
         fair market value of the common stock on the date of grant, vesting
         monthly over a period of four (4) years beginning March 31, 2000. All
         options will be subject to the terms and conditions of the Trimeris,
         Inc. Amended and Restated Stock Incentive Plan. In the event of any
         termination of Executive's employment, no additional options shall vest
         but stock options previously vested shall not be forfeited by
         Executive.

4.       Benefits During the Term of Employment.

         (a) Executive shall be eligible to participate in any life, health and
         long-term disability insurance programs, pension and retirement
         programs, stock option and other incentive compensation programs, and
         other fringe benefit programs made available to senior executive
         employees of the Company from time to time, and Executive shall be
         entitled to receive such other fringe benefits as may be granted to him
         from time to time by the Company's Board of Directors.

         (b) Executive shall be allowed four (4) weeks of vacation with pay and
         leaves of absence with pay on the same basis as other senior executive
         employees of the Company.

         (c) The Company shall reimburse Executive for reasonable business
         expenses incurred in performing Executive's duties and promoting the
         business of the Company, including, but not limited to, reasonable
         entertainment expenses, travel and lodging expenses, following
         presentation of documentation in accordance with the Company's business
         expense reimbursement policies.

5.      Term; Termination of Employment. As used herein, the phrase "Term of
Employment" shall mean the period commencing on the Effective Date and ending on
the same date two (2) years later; provided, however, that as of the expiration
date of each of (i) the initial Term of Employment and (ii) if applicable, any
Renewal Period (as defined below), the Term of

                                       2
<PAGE>
Employment shall automatically be extended for a one (1) year period (each a
"Renewal Period") unless either the Company or Executive provides sixty (60)
days' prior written notice to the contrary. Notwithstanding the foregoing, the
Term of Employment shall expire on the first to occur of the following:

         (a) Termination by the Company. Notwithstanding anything to the
         contrary in this Agreement, whether express or implied, the Company
         may, at any time, terminate Executive's employment for any reason other
         than Cause, Death or Disability by giving Executive at least sixty (60)
         days' prior written notice of the effective date of termination.
         Company may terminate Employee's employment for Cause, Death or
         Disability without prior notice, except that Executive may not be
         terminated for substantial and willful failure to perform specific and
         lawful directives of the CEO and CSO, as reasonably determined by the
         CEO and CSO unless and until the CEO and CSO has given him reasonable
         written notice of their intended actions and specifically describing
         the alleged events, activities or omissions giving rise thereto and
         with respect to those events, activities or omissions for which a cure
         is possible, a reasonable opportunity to cure such breach. The terms
         "Cause" and "Disability" shall have the meaning given them under the
         Separation and Severance Agreement.

         (b) Termination by Executive. In the event that Executive's employment
         with the Company is voluntarily terminated by Executive, the Company
         shall have no further obligation hereunder from and after the effective
         date of termination except as may be provided in the Separation and
         Severance Agreement and the Company shall have all other rights and
         remedies available under this Agreement or any other agreement and at
         law or in equity. Executive shall give the Company at least 30 days'
         advance written notice of his intention to terminate his employment
         hereunder.

         (c) Salary and Benefits Upon Termination. In the event of termination
         of employment, Executive shall receive all regular Base Salary due up
         to the date of termination, and if it has not previously been paid to
         Executive, Executive shall be paid any Bonus to which Executive had
         become entitled under the Bonus Plan prior to the effective date of
         such termination and the Company shall have no further obligation
         hereunder from and after the effective date of termination except as
         may be provided in the Separation and Severance Agreement and the
         Company shall have all other rights and remedies available under this
         Agreement or any other agreement and at law or in equity. Executive's
         stock options with respect to the Company's stock shall be subject to
         the terms of the Trimeris, Inc. Amended and Restated Stock Incentive
         Plan or any successor plan, which is a separate agreement. In the event
         of termination, Executive's rights to benefits other than severance
         shall be governed by the terms of the Company's retirement, insurance
         and other benefit plans and programs then in effect in accordance with
         the terms of such plans. Executive's right to severance benefits, if
         any, shall be governed by the terms of the Separation and Severance
         Agreement attached hereto as Exhibit B (the "Severance Agreement");
         provided, however, the Executive, shall be entitled to de novo review
         of any material violation of the Severance Agreement, or denial of any
         claim, or eligibility for any claim thereunder exclusively as provided
         in the Resolution of Dispute provisions of Section 12 of this
         Agreement. The Severance

                                       3
<PAGE>
         Agreement is incorporated in this Agreement by reference and is hereby
         made a part of this Agreement as if fully set forth herein.

6.       Confidential Information, Non-Solicitation and Non-Competition.

         (a)      Executive acknowledges and agrees that:

                  (i) As a result of his employment with the Company, Executive
                  will become knowledgeable of and familiar with the Company's
                  Confidential Information (as defined below), including
                  know-how related to the Company's services, plus the special
                  requirements or preferences of the Company's research,
                  development, marketing, licensing agreements or arrangements
                  and investor relations, so that he would have a competitive
                  advantage against the Company for at least two (2) years
                  following termination of his employment with the Company
                  absent the protection afforded by the restrictive covenants in
                  this Section 6 of the Executive Employment Agreement (the
                  "Restrictive Covenants");

                  (ii) The time, territory and scope of the Restrictive
                  Covenants are reasonable and necessary for protection of the
                  Company's legitimate business interests;

                  (iii) Executive has received sufficient and valuable
                  consideration in exchange for his agreement to the Restrictive
                  Covenants, including but not limited to his salary and
                  benefits under the Executive Employment Agreement, his salary
                  continuation under the Separation and Severance Agreement and
                  any other consideration provided to him under this Agreement;

                  (iv) The non-compete covenant of Section 6(c) will not impose
                  undue hardship on Executive or prevent Executive from being
                  able to earn an adequate living following termination of this
                  Agreement;

                  (v) The time period of protection provided by the Restrictive
                  Covenants shall not be reduced by any period of time during
                  which Executive is in violation of such covenants or any
                  period of time required for litigation to enforce such
                  covenants; and

                  (vi) Executive has read and reviewed the Restrictive Covenants
                  before agreeing to the terms of this Agreement.

         (b)      During the Term of Employment and at all times thereafter,
                  Executive shall not, except as may be required to perform his
                  duties hereunder or as required by applicable law, disclose to
                  others or use, whether directly or indirectly, any
                  Confidential Information regarding the Company. "Confidential
                  Information" shall mean information about the Company, its
                  subsidiaries and affiliates, and their respective clients and
                  customers that is not available to the general public and that
                  was learned by Executive in the course of his employment by
                  the Company, including (without limitation) (i) any
                  proprietary knowledge, trade secrets, ideas, processes,
                  formulas, cell lines, sequences, developments, designs, assays
                  and techniques, data, formulae, and client and customer lists
                  and all

                                       4
<PAGE>
                  papers, resumes, records (including computer records), (ii)
                  information regarding plans for research, development, new
                  products, marketing and selling, business plans, budgets and
                  unpublished financial statements, licenses, prices and costs,
                  suppliers and customers (iii) information regarding the skills
                  and compensation of other employees of Company and (iv) the
                  documents containing such Confidential Information. Executive
                  acknowledges that such Confidential Information is
                  specialized, unique in nature and of great value to the
                  Company, and that such information gives the Company a
                  competitive advantage. Upon the termination of employment for
                  any reason whatsoever, Executive shall promptly deliver to the
                  Company all documents, slides, computer tapes and disks (and
                  all copies thereof) containing any Confidential Information.

         (c)      During the Term of Employment and for two (2) years
                  thereafter, Executive shall not, directly or indirectly in any
                  manner or capacity (e.g., as an advisor, principal, agent,
                  partner, officer, director, shareholder, employee, member of
                  any association or otherwise) engage in, work for, consult,
                  provide advice or assistance or otherwise participate in any
                  activity which is competitive with the business of the Company
                  which is worldwide ("Competing Business" or "Competitor").
                  Executive further agrees that during such period he will not
                  assist or encourage any other person in carrying out any
                  activity that would be prohibited by the foregoing provisions
                  of this Section 6 if such activity were carried out by
                  Executive and, in particular, Executive agrees that he will
                  not induce any employee of the Company to carry out any such
                  activity; provided, however, that the "beneficial ownership"
                  by Executive, either individually or as a member of a "group,"
                  as such terms are used in Rule 13d of the General Rules and
                  Regulations under the Securities Exchange Act of 1934, as
                  amended, (the "Exchange Act") of not more than five percent
                  (5%) of the voting stock of any publicly held corporation
                  shall not be a violation of this Agreement. It is further
                  expressly agreed that the Company will or would suffer
                  irreparable injury if Executive were to compete with the
                  Company or any subsidiary or affiliate of the Company in
                  violation of this Agreement and that the Company would by
                  reason of such competition be entitled to injunctive relief in
                  a court of appropriate jurisdiction.

                  "Competing Business" is defined as the business of the
                  discovery, development, testing, manufacturing, and/or
                  marketing therapeutic components for the treatment of human
                  viral diseases based on a viral fusion protein target and any
                  other business in which the Company may engage or propose to
                  engage during the term of this Agreement.

         (d)      During the Term of Employment and for two (2) years
                  thereafter, Executive shall not, directly or indirectly,
                  influence or attempt to influence customers or suppliers of
                  the Company or any of its subsidiaries or affiliates, to
                  divert their business to any Competitor of the Company.

         (e)      Executive recognizes that he will possess confidential
                  information about other employees of the Company relating to
                  their education, experience, skills, abilities, compensation
                  and benefits, and interpersonal relationships with customers
                  of the Company. Executive recognizes that the information he
                  will possess about these other employees is not generally
                  known, is of substantial value to the Company in developing

                                       5
<PAGE>
                  its business and in securing and retaining customers, and will
                  be acquired by him because of his business position with the
                  Company. Executive agrees that, during the Term of Employment,
                  and for a period of two (2) years thereafter, he will not,
                  directly or indirectly, solicit or recruit any employee of the
                  Company for the purpose of being employed by him or by any
                  Competitor of the Company on whose behalf he is acting as an
                  agent, representative or employee and that he will not at any
                  time convey any such confidential information or trade secrets
                  about other employees of the Company to any other person.

         (f)      Executive agrees and understands that Company has
                  received, and in the future will receive, from third parties
                  confidential or proprietary information ("Third Party
                  Information") subject to a duty on Company's part to maintain
                  the confidentiality of such information and to use it only for
                  certain limited purposes. During the term of Executive's
                  employment and thereafter, Executive will hold Third Party
                  Information in the strictest of confidence and will not
                  disclose (to anyone other than Company personnel who need to
                  know such information in connection with their work for
                  Company), or use, except in connection with any work for
                  Company, Third Party Information unless expressly and
                  specifically authorized to do so prior to any proposed
                  disclosure by an officer of Company.

         (g)      Inventions

                  (i) Assignment. Executive hereby assigns to Company all his
                  right, title and interest in and to any and all Inventions
                  (and all patent rights, copyright, trade secret rights and all
                  other rights throughout the world in connection therewith,
                  whether or not patentable or registerable under copyright,
                  trademark or similar statutes), together with all goodwill
                  associated therewith, (all of the foregoing being hereinafter
                  referred to collectively as "Proprietary Rights"), made,
                  conceived, reduced to practice or learned by Executive, either
                  alone or jointly with others, during his period of employment
                  with Company. Inventions assigned under this Section 6 are
                  hereinafter referred to as "Company Inventions". Executive
                  agrees to assist Company in every necessary way to obtain or
                  enforce any patents, copyrights or any proprietary rights
                  relating to Company Inventions and to execute all documents
                  and applications necessary to vest in Company's full legal
                  title to such Company Inventions, and Executive agrees to
                  continue this assistance after the termination of his
                  employment with Company. Furthermore, Executive hereby
                  designates and appoints Company and its officers and agents as
                  his agents and attorneys-in-fact to execute and file any
                  certificates, applications or documents and to do all other
                  lawful acts reasonably necessary in the opinion of Company to
                  protect Company's rights in Company Inventions. Executive
                  expressly acknowledges that the foregoing power of attorney is
                  coupled with an interest and is therefore irrevocable and will
                  survive Executive's termination of employment, death or
                  incompetency.

                  (ii) Government. Executive also will assign to or as directed
                  by Company all his right, title and interest in and to any and
                  all Inventions, full title to which may

                                       6
<PAGE>
                  required to be in the United States by a contract between
                  Company and the United States or any of its agencies.

                  (iii) Independent Inventions. Notwithstanding anything in this
                  Agreement to the contrary, Executive's obligation to assign or
                  offer to assign Executive's rights in an Invention to Company
                  will not extend or apply to an Invention that Executive has
                  developed entirely on Executive's own time without using
                  Company's equipment, supplies, facilities or trade secret
                  information unless such Invention: (a) relates to Company's
                  business or actual demonstrably anticipated research or
                  development or (b) results from any work performed by
                  Executive for Company. Executive will bear the burden of proof
                  in establishing that the Invention qualifies for exclusion
                  under this Subsection 6(g)(iii).

                  (iv) Assignment of Company Inventions. Executive will assist
                  Company in every proper way to obtain and from time to time
                  enforce United States and foreign Proprietary Rights related
                  to Company Inventions in any and all countries. Executive's
                  obligation to assist Company with respect to Proprietary
                  Rights relating to such Company Inventions will continue
                  beyond the termination of Executive's employment, but Company
                  will compensate Executive at a reasonable rate after
                  Executive's termination for the time actually spent by
                  executive at Company's request on such assistance.

                  Executive hereby waives and quitclaims to Company all claims,
                  of any nature whatsoever, which Executive may or may hereafter
                  have for infringement, including past infringements, of any
                  Proprietary Rights assigned hereunder to Company.

                  (v) Obligation to Keep Company Informed. During the period of
                  Executive's employment, Executive will promptly disclose to
                  Company fully and in writing, and will hold in trust for the
                  sole right and benefit of Company, any and all Inventions. In
                  addition, after termination of Executive's employment,
                  Executive will disclose all patent applications filed by
                  Executive within a year after termination of such employment.

                  (vi) Prior Inventions. Inventions, if any, patented or
                  unpatented, which Executive made prior to Executive's
                  commencement of employment with Company are excluded from the
                  scope of this Agreement. To preclude any possible uncertainty,
                  Executive has set forth on the attached Exhibit A, a complete
                  list of all Inventions that Executive has, alone or jointly
                  with others, conceived, developed or reduced to practice or
                  caused to be conceived, developed or reduced to practice prior
                  to the commencement of Executive's employment with Company,
                  that Executive considers to be Executive's property or the
                  property of the third parties, and Executive wishes to have
                  excluded from the scope of this Agreement. If disclosure of
                  any such Invention on Exhibit A would cause Executive to
                  violate any prior confidentiality agreement with another
                  party, Executive understands that he is not to list such
                  Inventions in Exhibit A but that

                                       7
<PAGE>
                  Executive is to inform Company in writing that all such
                  Inventions have not been listed for that reason.

                  If it is determined by a court of competent jurisdiction in
                  any state that any restriction in this Section 6 is excessive
                  in duration or scope or is unreasonable or unenforceable under
                  the laws of that state, it is the intention of the parties
                  that such restriction may be modified or amended by the court
                  to render it enforceable to the maximum extent permitted by
                  the law of that state.

7.       Return of Company Documents. In the event Executive leaves the
         employment of Company for whatever reason, Executive agrees to deliver
         to Company any and all laboratory notebooks, drawings, notes,
         memoranda, specifications, devices, software, databases, formulas,
         molecules, cells and documents, together with all copies thereof, and
         any other material containing or disclosing any Company Inventions,
         Third Party Information or Confidential Information of Company.
         Executive further agrees that any property situated on Company's
         premises and owned by Company including disks and other storage media,
         filing cabinets or other work areas, is subject to inspection by
         Company personnel at any time, with or without notice, for the purpose
         of protecting Company's rights and interests in its intellectual
         property.

8.       Taxes. All payments to be made to Executive under this Agreement will
         be subject to any applicable withholding of federal, state and local
         income and employment taxes.

9.       Miscellaneous. This Agreement shall also be subject to the following
         miscellaneous considerations:

         (a) Executive and the Company each represent and warrant to the other
         that he or it has the authorization, power and right to deliver,
         execute, and fully perform his or its obligations under this Agreement
         in accordance with its terms.

         (b) This Agreement (including attached Exhibits A and B) contains a
         complete statement of all the arrangements between the parties with
         respect to Executive's employment by the Company, this Agreement
         supersedes all prior and existing negotiations and agreements between
         the parties concerning Executive's employment, and this Agreement can
         only be changed or modified pursuant to a written instrument duly
         executed by each of the parties hereto.

         (c) If any provision of this Agreement or any portion thereof is
         declared invalid, illegal, or incapable of being enforced by any court
         of competent jurisdiction, the remainder of such provisions and all of
         the remaining provisions of this Agreement shall continue in full force
         and effect.

         (d) This Agreement shall be governed by and construed in accordance
         with the internal, domestic laws of the State of North Carolina.

         (e) The Company may assign this Agreement to any direct or indirect
         subsidiary or parent of the Company or joint venture in which the
         Company has an interest, or any

                                       8
<PAGE>
         successor (whether by merger, consolidation, purchase or otherwise) to
         all or substantially all of the stock, assets or business of the
         Company and this Agreement shall be binding upon and inure to the
         benefit of such successors and assigns. Except as expressly provided
         herein, Executive may not sell, transfer, assign, or pledge any of his
         rights or interests pursuant to this Agreement.

         (f) Any rights of Executive hereunder shall be in addition to any
         rights Executive may otherwise have under benefit plans of the Company
         to which he is a party or in which he is a participant, including, but
         not limited to, any Company-sponsored employee benefit plans.
         Provisions of this Agreement shall not in any way abrogate Executive's
         rights under such other plans.

         (g) For the purpose of this Agreement, notices and all other
         communications provided for in this Agreement shall be in writing and
         shall be deemed to have been duly given when delivered or mailed by
         United States certified or registered mail, return receipt requested,
         postage prepaid, addressed to the named Executive at the address set
         forth below under his signature; provided that all notices to the
         Company shall be directed to the attention of the CEO and CSO with a
         copy to the Secretary of the Company, or to such other address as
         either party may have furnished to the other in writing in accordance
         herewith, except that notice of change of address shall be effective
         only upon receipt.

         (h) Section headings in this Agreement are included herein for
         convenience of reference only and shall not constitute a part of this
         Agreement for any other purpose.

         (i) Failure to insist upon strict compliance with any of the terms,
         covenants, or conditions hereof shall not be deemed a waiver of such
         term, covenant, or condition, nor shall any waiver or relinquishment
         of, or failure to insist upon strict compliance with, any right or
         power hereunder at any one or more times be deemed a waiver or
         relinquishment of such right or power at any other time or times.

         (j) This Agreement may be executed in several counterparts, each of
         which shall be deemed to be an original but all of which together will
         constitute one and the same instrument.

10.      Legal and Equitable Remedies. Because the Executive's services are
         personal and unique, and because the Executive will have access to and
         become acquainted with Proprietary Rights, Company Inventions and
         Confidential Information of Company, Company will have the right to
         enforce this Agreement and any of its provisions by injunction,
         specific performance or other equitable relief in any court of
         competent jurisdiction, without prejudice to any other rights and
         remedies that Company may have for a breach of this Agreement.

11.      Survival of Provisions. The executory provisions of this Agreement will
         survive the termination of this Agreement or the assignment of this
         Agreement by Company to any successor in interest or other assignee.

                                       9
<PAGE>
12.      Resolution of Disputes. Except as otherwise specifically provided in
         Section 10 of the Severance Agreement attached hereto, any dispute or
         controversy arising under or in connection with this Agreement and/or
         the Separation and Severance Agreement shall be settled exclusively by
         arbitration administered by the American Arbitration Association and
         conducted before a panel of three arbitrators in Raleigh, Wake County,
         North Carolina, all in accordance with its Commercial Arbitration rules
         then in effect. The Company and Executive hereby agree that the
         arbitrator will not have the authority to award punitive damages,
         damages for emotional distress or any other damages that are not
         contractual in nature. Judgment shall be final and binding upon the
         parties and judgement may be entered on the arbitrator's award in any
         court having jurisdiction; provided, however, that (a) the Company
         shall be entitled to seek a restraining order or injunction in any
         court of competent jurisdiction to prevent any violation or the
         continuation thereof, of the provisions of Section 6 of this Agreement,
         and Executive consents that such restraining order or injunction may be
         granted without the necessity of the Company's posting any bond except
         to the extent otherwise required by applicable law; and (b)
         notwithstanding anything in the Severance Agreement to the contrary,
         the Executive, shall be entitled by arbitration to seek de novo review
         of any material violation of the Severance Agreement in accordance with
         Section 10 of such Severance Agreement or any denial of a claim or
         obligation to pay a claim thereunder.

           [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE
                                PAGE TO FOLLOW.]


                                       10
<PAGE>

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

<TABLE>
<CAPTION>
EXECUTIVE                               TRIMERIS, INC.
<S>       <C>                           <C>    <C>

By:      /s/ M. Nixon Ellis             By:    /s/ Dani P. Bolognesi
         ----------------------------          -------------------------------
Name:        M. Nixon Ellis             Name:      Dani P Bolognesi, Ph.D.
Title:       Executive Vice President   Title:     Chief Executive Officer
             Chief Business Officer                and Chief and Scientific Officer
Address:     5915 St. Mary's Road       Address:   4727 University Drive
             Hillsborough, NC 27278                Durham, NC 27707
</TABLE>

                                       11
<PAGE>

                                    EXHIBIT A
                                       TO
                         EXECUTIVE EMPLOYMENT AGREEMENT

The following is a complete list of all inventions or improvements relevant to
the subject matter of my employment by Company that have been made or conceived
or first reduced to practice by me alone or jointly with others prior to my
employment by Company and therefore should be excluded from the coverage of this
Agreement:

____     Additional sheets attached.

  X      No pertinent inventions or improvements.
----

____ Due to confidentiality agreements with one or more prior employers, I
cannot disclose certain inventions that would otherwise be included on the
above-described list.

I propose to bring to my employment the following devices, materials and
documents of a former employer or other person to whom I have an obligation of
confidentiality and that are not generally available to the public. These
materials and documents may be used in my employment pursuant to the express
written authorization of my former employer or such other person (a copy of
which is attached hereto). If no such authorization is in place, I will consult
with Company management to determine what steps should be taken to protect the
interests of all parties concerned.

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


____     Additional sheets attached.

  X      No material.
----

EXECUTIVE:


/s/ M. Nixon Ellis
--------------------
M. Nixon Ellis

Date: March 31, 2000
      --------------

                                       12
<PAGE>

                                    EXHIBIT B
                                       TO
                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

                       SEPARATION AND SEVERANCE AGREEMENT

         THIS SEPARATION AND SEVERANCE AGREEMENT (the "Severance Agreement") is
made a part of that Executive Employment Agreement (the "Employment Agreement"),
entered into and effective as of the 31st day of March, 2000, by and between M.
NIXON ELLIS , an individual resident of the State of North Carolina (the
"Executive"), and TRIMERIS, INC., a Delaware corporation (the "Company").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Company desires to employ Executive and to provide for
severance benefits under the terms and conditions set forth herein; and

         WHEREAS, this Severance Agreement constitutes part of the Employment
Agreement and is incorporated therein by reference and fully set forth therein.

         NOW, THEREFORE, in consideration of the premises, mutual promises
contained herein, and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

1.       Certain Definitions. The following terms shall have the meanings set
         forth herein.

         (a) "Administrator" shall mean the Company. The Company shall also be
         the "named fiduciary" hereunder. The Company shall have the authority
         to designate one or more of its officers, employees or directors to act
         on its behalf in administering this Severance Agreement.

         (b) "Base Salary" shall mean Executive's regular pay at the time of
         termination. Base Salary shall not include bonus or incentive plans,
         overtime pay, relocation allowances or the value of any other benefits
         for which Executive may be eligible.

         (c) "Good Reason" shall mean, without the express written consent of
         Executive, the occurrence of any of the following events unless such
         events are fully corrected within thirty (30) days following written
         notification by Executive to the Company that he intends to terminate
         his employment hereunder for one of the reasons set forth below:

                  (i) a material breach by the Company of any provision of this
                  Severance Agreement, including, but not limited to, a material
                  adverse alteration in the nature or status of Executive's
                  responsibilities;

                  (ii) the Company's requiring the Executive to be based
                  anywhere other than the metropolitan area where he currently
                  works and resides; and

                                       13
<PAGE>
                  (iii) the occurrence of a "Change in Control" as defined
                  below.

                  For purposes of this Severance Agreement a "Change in Control"
         shall mean an event as a result of which: (i) any "person" (as such
         term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act")), is or becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act,
         except that a person shall be deemed to have "beneficial ownership" of
         all securities that such person has the right to acquire, whether such
         right is exercisable immediately or only after the passage of time),
         directly or indirectly, of more than 50% of the total voting power of
         the voting stock of the Company; (ii) the Company consolidates with, or
         merges with or into another corporation or sells, assigns, conveys,
         transfers, leases or otherwise disposes of all or substantially all of
         its assets to any person, or any corporation consolidates with, or
         merges with or into, the Company, in any such event pursuant to a
         transaction in which the outstanding voting stock of the Company is
         changed into or exchanged for cash, securities or other property, other
         than any such transaction where (A) the outstanding voting stock of the
         Company is changed into or exchanged for (i) voting stock of the
         surviving or transferee corporation or (ii) cash, securities (whether
         or not including voting stock) or other property, and (B) the holders
         of the voting stock of the Company immediately prior to such
         transaction own, directly or indirectly, not less than 50% of the
         voting power of the voting stock of the surviving corporation
         immediately after such transaction; or (iii) during any period of two
         consecutive years, individuals who at the beginning of such period
         constituted the Board of the Company (together with any new directors
         whose election by such Board or whose nomination for election by the
         stockholders of the Company was approved by a vote of 66-2/3% of the
         directors then still in office who were either directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute a
         majority of the Board of the Company then in office; or (iv) the
         Company is liquidated or dissolved or adopts a plan of liquidation,
         provided, however, that a Change in Control shall not include any going
         private or leveraged buy-out transaction which is sponsored by
         Executive or in which Executive acquires an equity interest materially
         in excess of his equity interest in the Company immediately prior to
         such transaction (each of the events described in (i), (ii), (iii) or
         (iv) above, except as provided otherwise by the preceding clause being
         referred to herein as a "Change in Control"). In the event of a sale of
         the assets or stock of the Company, the Executive shall have the option
         of electing to terminate his employment due to a Change in Control and
         receive such severance benefits in accordance with this Severance
         Agreement or electing to remain employed under the terms of the
         Employment Agreement, but not both. Executive's right to terminate his
         employment for Good Cause due to any "Change in Control" must be
         exercised within sixty (60) days after receiving written notice or his
         receiving actual knowledge of such Good Cause.

         (d)      Cause shall mean:

                  (i) fraud, misappropriation, embezzlement, or other act of
                  material misconduct against the Company or any of its
                  affiliates;

                                       14
<PAGE>
                  (ii) substantial and willful failure to perform specific and
                  lawful directives of the CEO and CSO;

                  (iii) willful and knowing violation of any rules or
                  regulations of any governmental or regulatory body, which is
                  materially injurious to the financial condition of the
                  Company; or conviction of or plea of guilty or nolo contendere
                  to a felony;

                  (iv) a material breach of the terms and conditions of this
                  Severance Agreement or the Employment Agreement; or

                  (v) failure by Executive to abide by any obligation of
                  non-compete or non-solicitation provision of Section 6 of the
                  Employment Agreement or any previous agreements for
                  employment.

                  provided, however, that with regard to subparagraphs (ii) and
                  (iv) above, Executive may not be terminated for Cause unless
                  and until the CEO and CSO have given him reasonable written
                  notice of their intended actions and specifically describing
                  the alleged events, activities or omissions giving rise
                  thereto and with respect to those events, activities or
                  omissions for which a cure is possible, a reasonable
                  opportunity to cure such breach; and provided further,
                  however, that for purposes of determining whether any such
                  Cause is present, no act or failure to act by Executive shall
                  be considered "willful" if done or omitted to be done by
                  Executive in good faith and in the reasonable belief that such
                  act or omission was in the best interest of the Company and/or
                  required by applicable law.

         (e) Disability shall mean that as a result of Executive's incapacity
         due to physical or mental illness (as determined in good faith by a
         physician acceptable to the Company and Executive), Executive shall
         have been absent from the full-time performance of his duties with the
         Company for one hundred twenty (120) consecutive days during any twelve
         (12) month period or if a physician acceptable to the Company and
         Executive advises the Company that it is likely that Executive will be
         unable to return to the full-time performance of his duties for one
         hundred twenty (120) consecutive days during the succeeding twelve (12)
         month period.

2. Responsibility for Benefits. The Company will pay the entire cost of all
benefits provided under this Severance Agreement, solely from its general
assets. The benefits made available by this Severance Agreement are "unfunded,"
and Executive is not required or permitted to make any contribution with respect
to this Severance Agreement.

3. Payment of Benefits. In the event Executive's employment is terminated (a) by
the Company other than for Cause, Disability or Death or (b) by Executive for
Good Reason (as defined herein), Executive shall receive the following severance
benefits upon his satisfaction of the condition in paragraph 4 hereof: (i) his
Base Salary during the period commencing on the effective date of such
termination and ending two (2) years later (the "Salary Continuation

                                       15
<PAGE>
Period"), as if Executive were still employed during the Salary Continuation
Period; and (ii) during the Salary Continuation Period, Executive and his spouse
and dependents shall be entitled to continue to be covered by the Company's
group medical, health and accident insurance plan to the extent such coverage
was in effect as of the date of such termination, at the same coverage level and
on the same terms and conditions which applied immediately prior to the date of
Executive's termination of employment; provided, however, that if, as the result
of the termination of Executive's employment, Executive and/or his otherwise
eligible dependents or beneficiaries shall become ineligible for benefits under
such plans, Executive and his spouse and dependents shall be entitled to
continuation coverage pursuant to Section 4980B of the Internal Revenue Code of
1986, as amended, Sections 601-608 of the Employee Retirement Income Security
Act of 1974, as amended, and under any other applicable law, to the extent
required by such laws, and the Company shall reimburse Executive for the cost of
such continuation coverage to the extent such coverage would have been provided
at no cost to Executive prior to his termination, for a period of up to two (2)
years following his termination or, if sooner, until the expiration of
Executive's continuation coverage rights.

4. Conditions to Receipt of Benefits. Upon the occurrence of an event described
in Section 3 above, Executive will be eligible for severance benefits hereunder
only if Executive executes and delivers to the Company a Settlement Agreement
and Release in the form of Exhibit 1 attached hereto and made a part hereof and
complies with the provisions of Section 6 of the Employment Agreement.

5. Termination Events Not Covered. Notwithstanding anything to the contrary
contained herein, the Company shall not pay Executive severance benefits under
this Severance Agreement if:

         (a)      Executive dies during the term of his employment;

         (b)      Executive's employment is terminated for Cause or Disability,
                  as defined herein;

         (c)      Executive terminates his employment with Company for a reason
                  other than Good Reason as defined herein; or

         (d)      Executive revokes his agreement to release the Company from
                  any and all claims related to his employment pursuant to the
                  Settlement Agreement and Release executed in satisfaction of
                  Section 4 hereof.

         (e)      Executive fails to comply with or otherwise violates any of
                  the provisions of Section 6 of the Employment Agreement.

6. How Severance Benefits Are Paid. The Company will pay severance benefits in
installments through the Company's regular payroll procedure according to
Executive's pay schedule at the time of termination of employment; provided
however, the Administrator shall have the discretion to cause the Company to pay
all severance benefits in a lump sum payment, or to cause the Company to
postpone commencement of benefits until the eighth (8th) day following
Executive's execution of the Settlement Agreement and Release. Executive's

                                       16
<PAGE>
severance benefits shall be subject to mandatory withholding, including federal,
state and local income taxes, as well as FICA and withholding for applicable
insurance premiums.

7. Administration. The Administrator shall have all powers necessary or helpful
to administering this Severance Agreement in all its details, and shall have
full discretionary authority in exercising such powers. This authority includes,
but is not limited to, the power:

         (a) To make rules and regulations for the administration of this
         Severance Agreement;

         (b) To make any finding of fact necessary or appropriate for any
         purpose under this Severance Agreement, including, but not limited to,
         the determination of eligibility for and the amount of any benefit
         payable under this Severance Agreement; and

         (c) To interpret the terms and provisions of this Severance Agreement
         and to determine any and all questions arising out of this Severance
         Agreement or in connection with its administration. This authority
         shall include, but is not limited to, the right to remedy or resolve
         possible ambiguities, inconsistencies or omissions, by general rule or
         particular decision.

         (d) The Administrator shall exercise the powers conferred by this
         Severance Agreement in its sole and absolute discretion, and all its
         acts and determinations will be final and binding upon all interested
         parties subject to the de novo review by arbitration as provided in
         this Severance Agreement and the Employment Agreement.

8. Benefit Claims and Appeal Procedures. Executive has the right to make a
written claim for benefits under this Severance Agreement. If all or part of
Executive's claim for benefits is denied, or if there is a dispute regarding
Executive's rights under this Severance Agreement, the Administrator will notify
Executive in writing of the reasons for the denial of Executive's claim. The
notice will refer to the appropriate provision of this Severance Agreement on
which the denial or decision is based. The notice will also describe how claims
are reviewed and outline the steps for an appeal. Usually, the Administrator
will give Executive written notice of its decision within ninety (90) days of
receipt of the claim. However, the Administrator may in some cases require
additional time to complete its review, due to special circumstances. The
Administrator will notify Executive if additional time is required for review of
the claim. If Executive disagrees with the Administrator's decision, Executive
may appeal and request a review of the case by the Administrator. Executive must
request a review of the claim in writing within sixty (60) days after the
Administrator notifies Executive of its decision. Executive's request must state
why Executive disagrees with the decision, and Executive must include any
information, questions or comments to support his appeal. Executive or his legal
representative may review any documents related to the claim. The Administrator
will review the appeal and notify Executive of its decision within sixty (60)
days after receipt of the appeal; however, the Administrator may in some cases
require additional time to complete its review, due to special circumstances.
The Administrator will notify Executive if additional time is required for
review of the appeal. The Administrator will notify Executive of its final
decision and the reasons for the decision.

                                       17
<PAGE>
9.       Additional Information Regarding this Severance Agreement.

         (a) This Severance Agreement shall not be amended except by a written
         agreement executed by Executive and by an authorized officer of the
         Company (other than Executive).

         (b) The Employment Agreement and this Severance Agreement provides the
         sole and exclusive agreement concerning severance benefits for
         Executive in the event of a termination and replaces any and all prior
         plans, policies and practices relating to severance pay that may exist
         now or may have existed in the past.

         (c) To the extent not preempted by ERISA, the Employment Agreement and
         this Severance Agreement shall be governed by and construed according
         to the laws of the state of North Carolina.

         (d) If a provision of this Severance Agreement shall be held illegal or
         invalid, the legality or invalidity shall not affect the remaining
         provisions of this Severance Agreement, and this Severance Agreement
         shall be construed and enforced as if the illegal or invalid provision
         had not been included.

         (e) Executive acknowledges that no representation, promise or
         inducement has been made other than as set forth in the Employment
         Agreement and this Severance Agreement, and that he does not enter into
         this Employment Agreement and Severance Agreement in reliance upon any
         representation, promise or inducement not set forth herein and the
         Employment Agreement. The Employment Agreement and this Severance
         Agreement supersedes all prior negotiations and understandings of any
         kind with respect to the subject matter and contains all of the terms
         and provisions of the agreement between Executive and the Company with
         respect to the subject matter hereof. Any representation, promise or
         condition, whether written or oral, not specifically incorporated
         herein, shall be of no binding effect.

10. Executive's Rights Under ERISA. As a participant under this Severance
Agreement, Executive is entitled to certain rights and protections under ERISA.
Executive may examine all documents relating to the Severance Agreement without
charge. These may include annual financial reports, plan descriptions and all
other official documents filed with the United States Department of Labor (if
any). Executive may obtain copies of documents relating to this Severance
Agreement and certain other information by writing to the Administrator. The
Administrator may impose a reasonable charge for the copies. In addition to
creating rights for the Executive as a participant under this Severance
Agreement, ERISA imposes certain duties on the people who are responsible for
operating this Severance Agreement. These people are called "fiduciaries." The
fiduciaries have a duty to operate the Severance Agreement prudently and in the
interest of the Executive. The Company may not terminate Executive's employment
or otherwise discriminate against Executive in any way to prevent him from
obtaining a severance benefit or exercising rights under ERISA. Under ERISA,
Executive may take the following steps to enforce his rights: (a) if Executive
requests certain materials from the administrator

                                       18
<PAGE>
regarding this Severance Agreement and does not receive them within thirty (30)
days, Executive may file suit in a federal court; in such a case, the court may
require the Administrator to provide the materials and pay Executive up to $100
a day until Executive receives the materials, unless the materials were not sent
due to reasons beyond the control of the Administrator; (b) if Executive's claim
for benefits is denied or ignored in whole or in part, Executive may file suit
in federal court; or (c) if Executive is discriminated against for pursuing a
benefit or exercising ERISA rights, Executive may seek help from the United
States Department of Labor or file suit in a federal court. If Executive files a
suit, the court will decide who should pay court costs and legal fees. If
Executive has any questions about this statement or about ERISA rights,
Executive should contact the Administrator. Executive may also contact the
nearest area office of the Pension and Welfare Benefit Administration, United
States Department of Labor.

11. Miscellaneous Information About this Severance Agreement. This section
provides general information about this Severance Agreement required by the
Employee Retirement Income Security Act of 1974 ("ERISA"). Participation in this
Severance Agreement is subject to the execution by the Executive of a Settlement
Agreement and Release with the Company. This Agreement shall not be construed in
any manner to give any Company employee other than the Executive the right to
severance benefits upon termination of employment.

         Plan Sponsor:              Trimeris, Inc.
         Tax ID Number:             56-6017737
         Plan Name:                 Trimeris, Inc. 2000 Executive Employment
                                    Agreement and Separation and Severance Plan
         Plan Number:               _______
         Plan Year:                 Calendar year
         Plan Type:                 Welfare benefit plan
         Effective Date:            March 31, 2000
         Agent For Service
         of Legal Process:          Trimeris, Inc.
                                    Attention:  Secretary

         IN WITNESS WHEREOF, the parties hereto have executed this Severance
Agreement under seal as of the date first set forth above (the individual party
adopting the word "SEAL" as his seal).

COMPANY:
TRIMERIS, INC.

/s/ Dani P. Bolognesi
--------------------------------
Dani P. Bolognesi, Ph.D.
Chief Executive Officer and Chief Scientific Officer

EXECUTIVE:

/s/ M. Nixon Ellis                       (SEAL)
----------------------------------
M. Nixon Ellis


                                       19
<PAGE>
                                    EXHIBIT 1
                                       TO
                       SEPARATION AND SEVERANCE AGREEMENT
                       ----------------------------------

                        SETTLEMENT AGREEMENT AND RELEASE

         THIS SETTLEMENT AGREEMENT AND RELEASE ("Settlement Agreement") sets out
the complete agreement and understanding between TRIMERIS, INC. (the "Company")
and M. NIXON ELLIS (the "Executive") regarding the termination of Executive's
employment with the Company.

I. Release and Waiver. For and in consideration of the severance payments
described in that certain Separation and Severance Agreement dated as of the
31st day of March, 2000 between the Company and Executive (the "Severance
Agreement"), to be paid beginning no sooner than the eighth day following
execution of this document, Executive hereby releases, waives and forever
discharges the Company, its parent, affiliates and subsidiaries, and all of its
benefit plans, plan administrators, trustees, agents, subsidiaries, affiliates,
employees, officers, shareholders, successors and assigns (hereafter "the
Releasees") from any and all liability, actions, charges, causes of action,
demands, damages, attorneys fees or claims for relief or remuneration of any
kind whatsoever, whether known or unknown at this time, arising out of or in any
way connected with Executive's employment, or the termination of employment,
with the Company. These include, but are not limited to, any claim (including
related attorneys' fees and costs) under the Age Discrimination in Employment
Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act, the Worker's Adjustment and Retraining Notification Act, the Equal Pay Act,
the Post Civil War Civil Rights Act, the Fair Labor Standards Act, the Family
and Medical Leave Act, the North Carolina Wage and Hour Act, the North Carolina
Hazardous Chemicals Right to Know Act, the North Carolina Retaliatory Employment
Discrimination Act, all as amended, or any other federal, state or local law or
ordinance, and any claim for benefits or other claims under the Employee
Retirement Income Security Act of 1974, as amended (except as expressly provided
below). This waiver, release and discharge also includes without limitation, any
wrongful or unlawful discharge claims, discipline or retaliation claims, any
claims relating to any contract of employment, whether express or implied, any
claims related to promotions or demotions, any claims for or relating to
relocation, compensation including commissions, short term or long term
incentives, the Company's Executive benefit plans and the management thereof
(except as expressly provided below), any claims for defamation, slander, libel,
invasion of privacy, misrepresentation, fraud, infliction of emotional distress,
any claims based on stress to the extent permitted by law, any claims for breach
of any covenant of good faith and fair dealing, and any other claims relating to
the Executive's employment with the Company and termination thereof. This
Settlement Agreement does not apply to any claims or rights that may arise under
the Age Discrimination in Employment Act after the date that this Settlement
Agreement is signed.

Executive expressly waives all claims, including those which he/she does not
know or suspect to exist in his/her favor as of the date of this Settlement
Agreement. As used in this Settlement Agreement, the parties understand the word
"claims" to include all actions, claims and

                                       20
<PAGE>
grievances, whether actual or potential, known or unknown, and specifically but
not exclusively including all claims against the Releasees arising from
Executive's employment with the Company, the termination thereof or any other
conduct by the Releasees occurring on or prior to the date Executive signs this
Settlement Agreement. All such claims are forever barred by this Settlement
Agreement whether they arise in contract or tort or under a statute or any other
law. Executive also understands and agrees that this release extinguishes all
claims, whether known or unknown, foreseen or unforeseen, and expressly waives
any rights or benefits under any law or judicial decision providing that, in
substance, a general release does not extend to claims which a creditor does not
know or suspect to exist in his/her favor at the time of executing the release,
which if known by him must have materially affected his/her settlement with a
debtor. It is expressly understood and agreed by the parties that this
Settlement Agreement is in full accord, satisfaction and discharge of any and
all doubtful and/or disputed claims by Executive against the Releasees, and that
this Settlement Agreement has been signed with the express intent of
extinguishing all claims, obligations, actions or causes of action as herein
described.

The Executive's waiver of claims relating to or arising under the Employee
Retirement Income Security Act of 1974, as amended, or the Company's 401(k)
Plan, shall not be construed as a waiver of the Executive's right to receive
his/her vested benefits under such plan, if any, in accordance with the terms
and provisions of such plan, or as a waiver of the Executive's right to
reimbursement for covered expenses under and in accordance with the terms and
provisions of the Company's health or dental insurance plans, to the extent such
covered expenses were incurred during a period in which the Executive was
eligible to participate and in fact was participating in such plans.

II. Voluntary Agreement and Other Acknowledgments. Executive acknowledges that:

I have read this Settlement Agreement, and I understand its legal and binding
effect. I am knowingly and voluntarily executing this Settlement Agreement of my
own free will.

The severance benefits under the Severance Agreement are in addition to and in
excess of benefits to which I am otherwise entitled.

I have had the opportunity to seek, and the Company has expressly advised me to
seek, legal counsel prior to signing this Settlement Agreement.

I have been given at least 45 days from the date I received this form to
consider the severance benefits being offered to me and the terms of this
Settlement Agreement.

At the beginning of that 45 day period, I also received a description of: (1)
the class, unit, or group of individuals covered by the severance and separation
plan (if any), the eligibility factors for this program, and any time limits
applicable to the program; and (2) the job titles and ages of all individuals
being asked to execute this Settlement Agreement in exchange for payment of
severance benefits (if any) and the job titles and ages of all individuals in
the same job classification or organizational unit who are not being asked to
execute this Settlement Agreement.

                                       21
<PAGE>
I understand that in signing this Settlement Agreement, I am releasing the
Releasees from any and all claims I may have against them (except as expressly
provided herein), including but not limited to claims under the Age
Discrimination in Employment Act.

III. Revocation of Settlement Agreement. I understand that I can change my mind
and revoke my signature on this Settlement Agreement within seven days after
signing it by hand delivering notice of such revocation to the Chairman of the
Compensation Committee of the Company. I understand that if I revoke this
Settlement Agreement, I will not be entitled to any severance benefits under the
Severance Agreement. I understand that, unless properly revoked by me during
this seven-day period, the release and waiver in the first section above will
become effective seven days after I sign the Settlement Agreement.

IV. Complete Agreement. I acknowledge that no representation, promise or
inducement has been made other than as set forth in this Settlement Agreement,
and that I do not enter into this Settlement Agreement in reliance upon any
representation, promise or inducement not set forth herein. This Settlement
Agreement supersedes all prior negotiations and understandings of any kind with
respect to the subject matter and contains all of the terms and provisions of
agreement between the Executive and the Company with respect to the subject
matter hereof. Any representation, promise or condition, whether written or
oral, not specifically incorporated herein, shall be of no binding effect.

V. Governing Law. This Settlement Agreement shall be governed by the Employee
Retirement Income Security Act and, where applicable, the law of the State of
North Carolina.

VI. Severability. In the event any provision of this Settlement Agreement shall
be held to be void, voidable, unlawful or, for any reason, unenforceable, the
remaining portions shall remain in full force and effect. The unenforceability
or invalidity of a provision of this Settlement Agreement in one jurisdiction
shall not invalidate or render that provision unenforceable in any other
jurisdiction. If Executive's release and waiver pursuant to Section I of this
Settlement Agreement is found to be unenforceable, however, Executive agrees
that he/she will either sign a valid release and waiver of claims in favor of
the Company and the Releasees or promptly return the severance benefits received
by Executive.

VII. Binding Effect. This Settlement Agreement is binding upon, and shall inure
to the benefit of, the parties and their respective heirs, executors,
administrators, successors and assigns.

VIII. No Admissions. This Settlement Agreement is not intended as, and shall not
be construed, as an admission that the Company and Releasees or any of them have
violated any federal, state or local law, ordinance or regulation, breached any
contract, or committed any wrong whatsoever against Executive.

AGREED AND UNDERSTOOD:

EXECUTIVE:

-------------------------                      -----------------------
Name: M. Nixon Ellis                                    Date

                                       22