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                                                                    Exhibit 10.5

                              EMPLOYMENT AGREEMENT


                              ANTEX BIOLOGICS INC.


           THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of October 1,
1997 is entered into by Antex Biologics Inc., a Delaware corporation with its
principal place of business at 300 Professional Drive, Gaithersburg, Maryland
20879 (the "Company"), and Theresa M. Smith, Esq., residing at 15308 Walker
Branch Court, Laurel, Maryland  20707 (the "Employee").

                                  WITNESSETH:

           WHEREAS, the Company desires to employ the Employee, and the
Employee desires to be employed by the Company;

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

           1.    Term of Employment.  The Company hereby agrees to employ the
Employee, and the Employee hereby accepts employment with the Company, upon the
terms set forth in this Agreement, for the period commencing on October 1, 1997
(the "Commencement Date") and ending on September 30, 2000 (such period, as it
may be extended, the "Employment Period"), unless sooner terminated in
accordance with the provisions of Section 4 hereof.  Upon the third anniversary
of the Commencement Date and upon every third anniversary of the Commencement
Date thereafter, the term of the Employment Period shall be extended
automatically for three (3) additional years unless, at least six months prior
to such anniversary, the Company shall have delivered to the Employee or, at
least six (6) months prior to such anniversary, the Employee shall have
delivered to the Company, written notice that the term of the Employee's
employment hereunder will not be extended.

           2.    Title; Capacity.  The Employee shall serve as Vice President,
Corporate Development or in such other position as the Company or its Board of
Directors (the "Board") may determine from time to time.  The Employee shall be
based at the Company's headquarters in Gaithersburg, Maryland, or such place or
places in the continental United States as the Board shall determine.  The
Employee shall be subject to the supervision of, and shall have such authority
as is delegated to him by, the Board or such officer of the Company as may be
designated by the Board.





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           The Employee hereby accepts such employment and agrees to undertake
the duties and responsibilities inherent in such position and such other duties
and responsibilities as the Board or its designee shall from time to time
reasonably assign to him.  The Employee agrees to devote his entire business
time, attention and energies to the business and interests of the Company
during the Employment Period.  He shall not engage in any other business
activity, except as may be approved by the Company.  The  Employee agrees to
abide by the rules, regulations, instructions, personnel practices and policies
of the Company and any changes therein which may be adopted from time to time
by the Company.  The Employee acknowledges receipt of copies of all such rules
and policies committed to writing as of the date of this Agreement.

           3.    Compensation and Benefits.

                 3.1  Salary.  The Company shall pay the Employee, in
semi-monthly installments on the 15th and month-end or on the last working day
of such month, an annual base salary (the "Annual Base Salary") of One Hundred
Twenty-Eight Thousand Dollars ($128,000) for the period commencing on the
Commencement Date.  Thereafter, upon each anniversary of the Commencement Date
(including the first anniversary thereof), following an annual review by the
Board, the Board may adjust the Employee's Annual Base Salary as it determines
in its sole discretion; provided, however, that the Board of Directors shall
not reduce the Annual Base Salary.

                 3.2  Fringe Benefits.  The Employee shall be entitled to
participate in all bonus, stock option, benefit and insurance programs that the
Company establishes and makes available to its employees, if any, to the extent
that Employee's position, tenure, salary, age, health and other qualifications
make him eligible to participate.

The Employee shall be entitled to twenty (20) days paid vacation per year, to
be taken at such times as may be approved by the Board or its designee.

                 3.3  Reimbursement of Expenses.  The Company shall reimburse
the Employee for all reasonable travel, entertainment and other expenses
incurred or paid by the Employee in connection with, or related to, the
performance of his duties, responsibilities or services under this Agreement,
upon presentation by the Employee of documentation, expense statements,
vouchers and/or such other supporting information as the Company may request;
provided, however, that the amount available for such travel, entertainment and
other expenses may be fixed in advance by the Board.

                 3.4  Bonus.  The Employer shall, subject to approval of the
Board, pay to the Employee an appropriate bonus (the "Bonus") with respect to
each completed year of employment.  The Bonus shall be paid to Employee in one
lump sum on or prior to January 31 of each year for the one-year period of
employment, or portion thereof, ending on the preceding December 31.

           4.    Employment Termination.  The employment of the Employee by the
Company pursuant to this Agreement shall terminate upon the occurrence of any
of the following:





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                 4.1  Expiration of the Employment Period in accordance with
Section 1 hereof and if the term is not extended in accordance with Section 1
hereof, then the provisions of Section 4.4 hereof shall apply;

                 4.2  At the election of the Company, for cause, immediately
upon written notice by the Company to the Employee.  For the purposes of this
Section 4.2, cause for termination shall be deemed to exist upon (a) a good
faith finding by the Company of failure of the Employee to perform his assigned
duties for the Company, dishonesty, gross negligence or misconduct, or (b) the
conviction of the Employee of, or the entry of a pleading of guilty or nolo
contendere by the Employee to, any crime involving moral turpitude or any
felony;

                 4.3  Upon the death or sixty (60) days after the disability of
the Employee.  As used in this Agreement, the term "disability" shall mean the
inability of the Employee, due to a physical or mental disability, for a period
of ninety (90) days, whether or not consecutive, during any three hundred sixty
(360)-day period to perform the services contemplated under this Agreement.  A
determination of disability shall be made by a physician satisfactory to both
the Employee and the Company, provided that if the Employee and the Company do
not agree on a physician, the Employee and the Company shall each select a
physician and these two together shall select a third physician, whose
determination as to disability shall be binding on all parties;

                 4.4  At the election of the Company, upon not less than six
(6) months' prior written notice of termination to the Employee.  At the option
of the Company and in lieu of such notice, the Company may pay to Employee an
amount equal to (i) six (6) months' salary computed on the basis of the then
current Annual Base Salary plus (ii) any bonus to which Employee is entitled.
If the Company elects to pay such amount in lieu of notice it shall, at the
expense of the Company, continue Employee's participation in all benefits
programs including but not limited to medical, dental and life insurance
programs provided by the Company to the Employee under Section 3.2 hereof on
the date on which such amount is paid (the "Payment Date") until a date six (6)
months after the Payment Date.  In the event Employee's termination is related
to a "change of control" and occurs within one (1) year of such change of
control the notice or salary in lieu of notice and participation in the
benefits program will be for twelve (12) months.  In the event that Employee
commences employment or self-employment during the period the Company is making
payments then the salary payment maybe reduced by the amount the Employee
receives through employment or self-employment and the benefits will terminate
on the date Employee becomes eligible to participate in the benefits program
pursuant to employment or self-employment.  The exercise of stock options and
any modifications to the exercise period will be in accordance with the
Company's Amended and Restated Stock Option Plan.

                 4.5  At the election of the Employee, upon not less than six
(6) months prior written notice of termination to the Company.





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           5.    Effect of Termination.

                 5.1  Termination for Cause or at Election of Either Party.  In
the event the Employee's employment is terminated for cause pursuant to Section
4.2 hereof, or at the election of the Employee pursuant to Section 4.5 hereof,
the Company shall pay to the Employee the compensation and benefits otherwise
payable to him under Section 3 hereof through the last day of his actual
employment by the Company.

                 5.2  Termination for Death or Disability.  If the Employee's
employment is terminated by death or because of disability pursuant to Section
4.3 hereof, the Company shall pay to the estate of the Employee or to the
Employee, as the case may be, the compensation which would otherwise be payable
to the Employee up to the end of the month in which the termination of his
employment because of death or disability occurs.

                 5.3  Survival.  The provisions of Sections 6 and 7 hereof
shall survive the termination of this Agreement.

           6.    Non-Competition.

                 (a)  During the Employment Period and for a period of two (2)
years after the termination or expiration thereof, the Employee will not
directly or indirectly:

                 (i)  as an individual proprietor, partner, stockholder,
officer, employee, director, joint venturer, investor, lender, or in any other
capacity whatsoever (other than as the holder of not more than one percent (1%)
of the total outstanding sock of a publicly held company), engage in the
business of developing, producing, marketing or selling products of the kind or
type developed or being developed, produced, marketed or sold by the Company
while the Employee was employed by the Company; or

                 (ii) recruit, solicit, or induce, or attempt to induce, any
employee or employees of the Company to terminate their employment with, or
otherwise cease their relationship with, the Company; or

                 (iii)      solicit, divert or take away, or attempt to divert
or to take away, the business or patronage of any of the clients, customers or
accounts, or prospective clients, customers or accounts, of the Company which
were contacted, solicited or served by the Employee while employed by the
Company.

                 (b)  If any restriction set forth in this Section 6 is found
by any court of competent jurisdiction to be unenforceable because it extends
for too long a period of time or over too great a range of activities or in too
broad a geographic area, it shall be interpreted to extend only over the
maximum period of time, range of activities or geographic area as to which it
may be enforceable.

                 (c)  The restrictions contained in this Section 6 are
necessary for the protection of the business and goodwill of the Company and
are considered by the


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Employee to be reasonable for such purpose.  The Employee agrees that any
breach of this Section 6 will cause the Company substantial and irrevocable
damage and therefore, in the event of any such breach, in addition to such
other remedies which may be available, the Company shall have the right to seek
specific performance and injunctive relief.

           7.    Proprietary Information and Development.

                 7.1  Proprietary Information.

                 (a)  Employee agrees that all information and know-how,
whether or not in writing, or a private, secret or confidential nature
concerning the Company's business or financial affairs (collectively,
"Proprietary Information") is and shall be the exclusive property of the
Company.  By way of illustration, but not limitation, Proprietary Information
may include inventions, products, processes, methods, techniques, formulas,
compositions, compounds, projects, developments, plans, research data, clinical
data, financial data, personnel data, computer programs, and customer and
supplier lists.  Employee will not disclose any Proprietary Information to
others outside the Company or use the same for any unauthorized purposes
without written approval by an officer of the Company, either during or after
his employment, unless and until such Proprietary Information has become public
knowledge without fault by the Employee.

                 (b)  Employee agrees that all files, letters, memoranda,
reports, records, data, sketches, drawings, laboratory notebooks, program
listings, or other written, photographic, or other tangible material containing
Proprietary Information, whether created by the Employee or others, which shall
come into his custody or possession, shall be and are the exclusive property of
the Company to be used by the Employee only in the performance of his duties
for the Company.

                 (c)  Employee agrees that his obligation not to disclose or
use information, know-how and records of the types set forth in paragraphs (a)
and (b) above, also extends to such types of information, know-how, records and
tangible property of customers of the Company or suppliers to the Company or
other third parties who may have disclosed or entrusted the same to the Company
or to the Employee in the course of the Company's business.

                 7.2  Developments.

                 (a)  Employee will make full and prompt disclosure to the
Company of all inventions, improvements, discoveries, methods, developments,
software, and works of authorship, whether patentable or not, which are
created, made, conceived or reduced to practice by the Employee or under his
direction or jointly with others during his employment by the Company, whether
or not during normal working hours or on the premises of the Company (all of
which are collectively referred to in this Agreement as "Developments").

                 (b)  Employee agrees to assign and does hereby assign to the
Company (or any person or entity designated by the Company) all his right,
title and interest in and to all





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Developments and all related patents, patent applications, copyrights and
copyright applications.  However, this Section 7.2(b) shall not apply to
Developments which do not related to the present or planned business or
research and development of the Company and which are made and conceived by the
Employee not during normal working hours, not on the Company's premises and not
using the Company's tools, devices, equipment or Proprietary Information.

                 (c)  Employee agrees to cooperate fully with the Company, both
during and after his employment with the Company, with respect to the
procurement, maintenance and enforcement of copyrights and patents (both in the
United States and foreign countries) relating to Developments.  Employee shall
sign all papers, including, without limitation, copyright applications, patent
applications, declarations, oaths, formal assignments, assignment of priority
rights, and powers of attorney, which the Company may deem necessary or
desirable in order to protect its rights and interests in any Development.

                 7.3  Other Agreements.  Employee hereby represents that he is
not bound by the terms of any agreement with any previous employer or other
party to refrain from using or disclosing any trade secret or confidential or
proprietary information in the course of his employment with the Company or to
refrain from competing, directly or indirectly, with the business of such
previous employer or any other party.  Employee further represents that his
performance of all terms of this Agreement and as an employee of the Company
does not and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by him in confidence or in trust prior
to his employment with the Company.

           8.    Prior Agreements. This Agreement supersedes an Employment
Agreement dated as of August 9, 1996 by and between the Employer and Employee
(the "Prior Agreement") and, as of the date hereof, the Prior Agreement shall
be of no further force and effect.

           9.    Notices.  All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail, postage prepaid, addressed to the other party at the address
shown above, or at such other address or addresses as either party shall
designate to the other in accordance with this Section 9.

           10.   Pronouns.  Whenever the context may require, any pronouns used
in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the plural,
and vice versa.

           11.   Entire Agreement.  This Agreement constitutes the entire
agreement between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement.

           12.   Amendment.  This Agreement may be amended or modified only by
a written instrument executed by both the Company and the Employee.





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           13.   Governing Law.  This Agreement shall be construed, interpreted
and enforced in accordance with the laws of the State of Maryland.

           14.   Successors and Assigns.  This Agreement shall be binding upon
and inure to the benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the Company may be
merged to which may succeed to its assets or business, provided, however, that
the obligations of the Employee are personal and shall not be assigned by him.

           15.   Miscellaneous.

                 15.1  No delay or omission by the Company in exercising any
right under this Agreement shall operate as a waiver of that or any other
right.  A waiver or consent given by the Company on any one occasion shall be
effective only in that instance and shall not be construed as a bar or waiver
of any right on any other occasion.

                 15.2  The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit of affect the scope
or substance of any section of this Agreement.

                 15.3  In case any provision of this Agreement shall be invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability
of the remaining provisions shall in no way be affected or impaired thereby.

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

                                  ANTEX BIOLOGICS INC.                      
                                                                            
                                                                            
                                  by    /s/V. M. Esposito, Ph.D.            
                                      -----------------------------         
                                          V. M. Esposito, Ph.D.             
                                          President and CEO                 
                                          Chairman of the Board of Directors
                                                                            
                                                                            
                                  Employee                                  
                                                                            
                                                                            
                                         /s/Theresa M. Smith, Esq.          
                                  --------------------------------          
                                            Theresa M. Smith, Esq.          





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