EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into effective as between
PharmaFrontiers,  Corp.,  a corporation formed pursuant to the laws of the State
of  Texas,  (the  "Company"), and Warren C. Lau, an individual residing at 10211
Silver  Leaf  Lane,  Tomball,  Texas  77375  (the  "Executive").

                                    RECITALS


WHEREAS,  the  Company  is  engaged in the business of acquiring, developing and
commercializing  biomedical  technologies  (the  Company's  Business);  and

WHEREAS,  Executive possess substantial knowledge and experience with respect to
the  Company's  Business;  and

        WHEREAS, the Company desires to employ the Executive to have the
                                    benefits
of  (his/his/her)  expertise  and  knowledge.  The  Executive,  in turn, desires
employment  with  the Company. The parties, therefore, enter into this Agreement
to  establish  the  terms  and conditions of the Executive's employment with the
Company.

In  consideration  of the mutual covenants and representations contained in this
Agreement,  the  Company  and  the  Executive  agree  as  follows:

1.  EMPLOYMENT  OF EXECUTIVE; DUTIES. The Company agrees to employ the Executive
and  the  Executive agrees to be employed by the Company, as President and Chief
Operating  Officer of the Company and as a member of its Board of Directors when
elected  as  such,  will  have  general  supervision  over the operations of the
Company  and  will  have such other duties and responsibilities, consistent with
his  position  as  President  and  Chief Operating Officer, as may reasonably be
assigned  to  him  by  the Board of Directors of the Company. The Executive will
report  to  the  Board of Directors of the Company., for the period specified in
Section 3 (the "Employment Period"), subject to the terms and conditions of this


<PAGE>
Agreement.  During  the  Employment Period, the Executive shall have such duties
and  responsibilities  generally  consistent  with  his/his/her

position  and such other duties not inconsistent with his/her title and position
as  may  be properly assigned to him/her by the Company in connection therewith,
Executive  shall  expend  such  time as is reasonably necessary to fully perform
his/her  duties  hereunder,  shall  devote  his/her best efforts, experience and
judgement  to  fully  discharge  his/her  duties and responsibilities under this
Employment  Agreement  and  as  reasonably contemplated hereby, and shall act in
conformity  with  the  written  and  oral policies of the Company and within the
limits,  budgets,  business plans and instructions as set by the Company's Board
of Directors. Executive shall be subject to the authority of the Company's Board
of  Directors.

2.     PLACE OF EMPLOYMENT AND RELOCATION ALLOWANCE. Executive acknowledges that
the  Company's offices and headquarters are currently located in Tomball, Texas,
which  shall  be  the  initial  site of Executives employment. Executive further
acknowledges  that  the  Company  may open additional offices in other countries
and, in connection therewith; Executive may be required to temporarily reside in
such other locations. Executive as a condition for his/her employment here under
agrees,  to maintain permanent residence in Tomball, Texas and to travel to such
other  locations  as  necessary to conduct the Company's Business. In connection
therewith,  Executive  will,  in good faith, undertake to apply for all required
work permits and other documents, licenses and permits as required to affect the
purposes hereunder. The Company shall reimburse Executive for all cost of living
expenses  including  room  and  board  while  conducting  the Company's Business
outside  of  Tomball,  Texas.


3.     EMPLOYMENT  PERIOD,  The  Employment Period shall begin on the date first
written  above  and  shall  continue for three years, and shall be automatically
extended  for  another  three  year  period under the same terms and conditions,
unless  a  written notice of discontinuation has been received by a party hereto
at  least  60  days  in  advance  of  the  expiration  date  of  this Agreement.


4.     BASE  SALARY.  During  the  Employment  Period, the Company shall pay

the  Executive  a  minimum  annual  base salary of Ninety-Eight Thousand Dollars
($98,000.00).  The  base  salary shall be payable in equal periodic installments
which  are  not  less  frequent  than  the  periodic  installments in effect for
salaries  of  other  senior  executives of the Company. The base salary shall be
subject  to  annual  review  by the Board of Directors ("Board") (or a committee
appointed  by


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<PAGE>
the  Board)  for upward adjustments based on the policies of the Company and the
Executive's  contributions  to  the  Company's  Business.

     ANNUAL  BONUS.
     --------------
     4.1     The  Executive  shall  be  entitled to an annual bonus (the "Annual
Bonus")  determined  from  time to time by the Board of Directors of the Company
(without  the  active participation of the Executive). In determining the amount
of  any  Annual  Bonus,  the Board of Directors may take into consideration such
factors  as they deem appropriate, including, but not limited to, the success of
the  Company in achieving profitable operations, in attracting investors, and in
accomplishing  other  goals  related  to the business of the Company. Bonuses in
addition  to  the Annual Bonus may be awarded by the Board of Directors (without
the  active participation of the Executive) from time to time for reaching other
goals  established  by  the  Board  of  Directors.

          REIMBURSEMENT  FOR  EXPENSES.
          -----------------------------
4.2  Company shall reimburse Executive for all reasonable out-of-pocket expenses
paid  or  incurred  by him in the course of his employment, upon presentation by
Executive of valid receipts or invoices therefor, utilizing procedures and forms
for  that  purpose  as  established  by  Company  from  time  to  time.

          VACATIONS.
          ----------
          4.3  Executive  shall be entitled to reasonable vacations (which shall
aggregate  no  less  than  three  (3)  weeks  vacation  with  pay)  during  each
consecutive  12  month  period  commencing on the date hereof. Executive may not
accumulate  any  vacation days which remain unused at the end of any year during
the  term  hereof  without  the  prior  consent  of  Company.


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<PAGE>
5.  BENEFITS.  In  addition  to  and  except  for  the  matters governed by this
Agreement,  the  Executive  shall  be  entitled  to:  (i)  employee benefits and
perquisites,  including but not limited to pension, deferred compensation plans,
stock options, group life insurance, disability, sickness and accident insurance
and  health  benefits  under  such  plans  and  programs  as  provided  to other
executives  of  the Company from time to time; and (ii) paid vacation as well as
holidays,  leave  of  absence  and leave for illness and temporary disability in
accordance  with  the  policies  of  the  Company.

     5.1     Without  limiting  the  generality of Section 5, above, the Company
shall reimburse the Executive by means of a cash allowance for expenses incurred
by  the Executive in the use if his automobile in the performance of Executive's
duties,  along with the cost of garage, insurance, fuel, fluids and maintenance,
upon such terms and conditions as are approved by Company. The Company shall pay
or  reimburse  the  Executive  for  the  costs  of  a  cellular  telephone.

     7.2     Subject  to  the  approval  of  the  Board  of  Directors  of  the
Company, the Executive shall be provided with disability insurance providing for
disability  payments  to  the  Executive  following a termination of Executive's
employment  hereunder  as  a  result  of  Disability  (as defined in Section 8.2
below). In the event such policy is not obtained, Executive shall be entitled to
participate  in  such  disability plan(s) as are available to Company executives
generally.

     7.3     Subject  to the Executive's meeting the eligibility requirements of
each  respective plan, Executive shall be offered the opportunity participate in
and  be  covered  by  each  pension,  life insurance, accident insurance, health
insurance,  hospitalization  and  any other employee benefit plan adopted by the
Company,  as  the  case  may  be,  made  available  generally  from


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<PAGE>
and  after  the  date  hereof to its respective executives, on the same basis as
shall be available to such other executives without restriction or limitation by
reason  of  this  Agreement;  provided,  however,  that  Executive  shall  not
                              -------------------
participate in two or more plans providing duplicative benefits or coverage. The
Company  shall  use  its  reasonable  efforts to waive any qualifying period for
participation  in  any  such
plan  by  the  Executive.

     7.4  Nothing  herein  contained  shall prevent the Company from at any time
increasing  the  compensation  herein  provided  to be paid to Executive, either
permanently or for a limited period, or from paying bonuses and other additional
compensation  to  Executive,  whether  or  not  based  upon  the earnings of the
business  of  Company,  or  from  increasing  or  expanding any employee benefit
program  applicable  to  the  Executive,  in  the event the Company, in its sole
discretion,  shall  deem  it  advisable  so  to  do  in  order  to recognize and
compensate  Executive  fairly  for  the  value  of  his  services.

     8.     DEATH  OR  DISABILITY.
            ----------------------
          8.1  If  Executive  shall  die  during the term hereof, this Agreement
shall  immediately  terminate,  except that Executive's legal representatives or
designated beneficiaries shall be entitled to receive (i) the Base Salary due to
Executive  hereunder  to  the last day of the third month following the month in
which his death occurs, payable in accordance with the Company's regular payroll
practices,  (ii)  a  portion  of  the  Annual  Bonus  payable  under  Section  4
(determined  as provided under Section 8.4), based on the Company's Adjusted Net
Income  through  the  month of the bonus year preceding the month in which death
occurs; and (iii) all other payments and entitlements available upon death under
any  employee  benefit  program  covering the Executive as of the date of death.
Except for the payments required pursuant to this Section 8.1, no payments shall
be  made  for  any  period  after  Executive's  death.

          8.2  In  the  event  of the Disability (as hereinafter defined) of the
Executive,  the  Executive  shall  be  entitled  to continue to receive from the


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<PAGE>
Company  and  its  several  benefit  plans  an  amount  equal to his Base Salary
(prorated  as may be necessary) in accordance with the terms of Section 3 hereof
through the last day of the third month following the month in which Executive's
employment  hereunder  is terminated as a result of such Disability. At any time
after the date of the Notice (as hereinafter defined) and during the continuance
of  the Executive's Disability, the Company may at any time thereafter terminate
Executive's  employment  hereunder  by written notice to the Executive. The term
"Disability"  shall mean physical or mental illness or injury which prevents the
Executive  from  performing his customary duties for the Company for a period of
twenty-five (25) consecutive business days or an aggregate period of ninety (90)
days  out  of  any  consecutive  twelve (12) months. The date of commencement of
Disability  shall  be  the  date  set  forth in the notice of a determination of
Disability  (the  "Notice")  given  by  Company  to  the  Executive  at any time
following  a  determination  of Disability, which date shall not be earlier than
the  date  the  Notice  is  given  by  Company. A determination of Disability by
Company shall be solely for the purposes of this Section 8.2 and shall in no way
affect  the  Executive's  status  under  any  benefit  plan  applicable  to  the
Executive.

     8.3     Upon  the  occurrence  of  a Disability, and unless the Executive's
employment  shall have been terminated AS provided in Section 8.2, the Executive
shall  continue to perform such services for Company, consistent with his duties
under  Section  1  hereof, as he is reasonably capable of performing in light of
the  condition  giving  rise to a Disability. All payments due under Section 8.2
shall  be  payable in accordance with Company's regular payroll practices. Those
payments,  together with the aggregate amount of all periodic payments which the
Executive  is  entitled  to  receive  under  all  workers  compensation  plans,
disability  plans  and  accident,  health  or  other insurance plans or programs
maintained  for  the  Executive  by  Company  (or  by  any  company controlling,


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<PAGE>
controlled  by or under common control with the Company), shall be not less than
Executive's  Base  Salary  for  the  month  or  period  in  question.

     8.4     If  the Executive's employment is terminated due to Disability, the
Executive  shall  be  entitled, in addition to the payments described in Section
8.2, to a pro-rated portion of the Annual Bonus otherwise payable for the fiscal
year in which such Disability occurs, determined by multiplying the Annual Bonus
that  would  otherwise  be  payable by a fraction, the numerator of which is the
number  of  days  the  Executive  was  employed  during such fiscal year and the
denominator  of  which  is  360.

6.     NON-DISCLOSURES;  NON-COMPETITION.  As  a  condition  to  the  employment
arrangement,  Executive  agrees  to  execute  and  comply  with  the  terms  and
conditions  of  the  "Employee Non-Disclosure, Non-Competition and Assignment of
Inventions  Agreement"  attached  hereto  as  Exhibit  1.

7.     TERMINATION.  7.1  TERMINATION  BY  THE  COMPANY.

(a)     The  Company,  by  action  of  its  Board, may terminate the Executive's
employment under this Agreement without Cause (as defined in herein) at any time
by  giving  notice thereof to the Executive at least ninety (90) days before the
effective  date of such termination. The Employment Period shall terminate AS of
the  date  of  such  termination  of  employment.

(b)     The  Company,  by  action  of  its  Board, may terminate the Executive's
employment under this Agreement for Cause at any time by notifying the Executive
of  such  termination. For all purposes of this Agreement, the Employment Period
shall  end  as  of the date of such termination of employment. "Cause" means the
Executive's:  (i) persistent and repeated refusal, failure or neglect to perform
the  material  duties  of his/her employment under this Agreement (other than by
reason  of  the  Executive's physical or mental illness or impairment), provided
that such Cause shall be deemed to occur only after the Company has given notice
thereof  to  the  Executive  specifying  in  reasonable  detail  the  conduct
constituting  Cause,  and  the  Executive has failed to cure and correct his/her
conduct  within  thirty  (30) days after such notice; (ii) committing any act of
fraud  or  embezzlement,  provided that such Cause shall be deemed to occur only
after  the  Company  has  given  notice  thereof  to  the  Executive


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<PAGE>
specifying in reasonable detail the instances of such conduct, and the Executive
has  had  the opportunity to be heard at a meeting of the Board; (iii) breach of
the  Employee  Non-Disclosure,  Non-Competition  and  Assignment  of  Inventions
Agreement  or  of  such  other  subsequent  agreements  entered  into during the
Employment  Period  that  results  in  a material detriment to the Company; (iv)
conviction  of a felony (including pleading guilty to a felony); or (v) habitual
abuse  of  alcohol  or  drugs.

       7.2 TERMINATION  BY  THE EXECUTIVE.  The  Executive  may  terminate  this
Agreement  at any time, for any reason or for no reason at all, by giving notice
thereof  to  the  Company at least ninety (90) days before the effective date of
such  termination.  The Employment Period shall terminate as of the date of such
termination  of  employment.

     10.  TERMINATION  UPON  CHANQE  OF  CONTROL  OR  BY  COMPANY WITHOUT CAUSE.
          --------------------------------------------------------------- ------

     10.1  A  "Change in Control" shall occur: (A) if any Person, or combination
of  Persons,  (as  hereinafter  defined),  or any affiliate of any Person, is or
becomes  the  "beneficial owner" (AS defined in Rule 13d-3 promulgated under the
Securities  Exchange  Act  of 1934) directly or indirectly, of securities of the
Company  representing  twenty- five percent (25%) or more of the total number of
outstanding shares of common stock of the Company; or (B) if individuals who, at
the  date  of  this  Agreement, constitute the Board (the "Incumbent Directors")
cease,  for any reason, to constitute at least a majority thereof, provided that
any  new  director whose election wa$ approved by the favorable vote of at least
75%  of  the  Incumbent Directors shall be treated as an Incumbent Director. For
purposes hereof, "Person" shall mean any individual, partnership, joint venture,
association,  trust,  or  other  entity,  including  a "group" as referred to in
section  13(d)(3)  of  the  Securities Exchange Act of 1934. 10.2 If a Change in
Control  occurs,  and  if  there  subsequently occurs a material adverse change,
without  the  Executive's written consent, in the Executive's working conditions
or  status,  including  but not limited to a significant change in the nature or
scope  of  the  Executive's  authority,  powers,  duties  or


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<PAGE>
responsibilities,  or  a  reduction  in  the level of support services or staff,
then,  whether  or  not  such change would otherwise constitute a breach of this
Agreement  by  the  Company, this Agreement may be terminated by notice given by
the  Executive,  specifying the Change of Control and significant adverse change
or  changes.

10.3  Upon  the  termination  of  this Agreement in accordance with Section 10.2
above, the Executive will be entitled, without any duty to mitigate damages, to:

          (a)  All  unpaid  Base Salary pro-rated up to the date of termination;
     and

          (b)  The  greatest of (i) the full Annual Bonus for the entire year in
     which  the termination referred to in Section 10.2 takes place, or (ii) the
     portion of the Annual Bonus earned from the first day of the fiscal year in
     which such termination occurred until the date of the Change of Control, or
     (iii)  the  portion  of  the  Annual Bonus earned from the first day of the
     fiscal  year in which such termination occurred until the effective date of
     such  termination;  and

          (c)  A  severance  payment  equal to the sum of (i) the Base Salary in
     effect  for  the  prior  fiscal  year  and  (ii)  the Annual Bonus paid (or
     payable)  on  account  of  such  prior  fiscal  year;  and

          (d)  All  benefits  available  under  the  Company's  employee benefit
     programs,  to  the  extent  applicable to senior executives voluntarily and
     amicably  retiring  from  employment  with  the  Company.

          10.4  In  the  event that the Company shall actually or constructively
terminate  this  Agreement  without  cause  (and  with  or  without  a Change of
Control), the Executive shall be entitled to the same payments, compensation and
rights  as  provided in the case of a termination by the Executive under Section
10.3.


                                        9
<PAGE>
          10.5  The  payments,  and other compensation and benefits to which the
Executive  is  entitled  under  this  Section  10 shall be made available to the
Executive no later than ten (10) days after the date of any termination referred
to  in  Section  10.2,  10.3  or  10.4.

          10.6  In  the  event  that  Executive receives the payments, and other
compensation  and  benefits  referred to in this Section 10, he will be bound by
the  restrictive  provisions  of  Section  12  for  the period therein provided.

7.3  SEVERANCE  BENEFITS.

     (a) If the Executive's employment under this Agreement is terminated by the
     Company for Cause, by the Executive without Good Reason , the Company shall
     only  pay  the Executive a lump sum cash payment within thirty (30) days of
     the  date of such termination, equal to the sum of: Executive's unpaid Base
     Salary  earned  to  the  termination  date.

     (b)  "Good  Reason"  means:  any  material failure by the Company to pay or
     provide  the compensation and benefits under this Agreement; provided that,
     in  each  such  event,  the Executive shall give the Company notice thereof
     which  shall  specify  in  reasonable detail the circumstances constituting
     Good  Reason,  and  there  shall be no Good Reason with respect to any such
     circumstances  cured  by  the  Company  within  thirty (30) days after such
     notice.

     (c)  If  the  Executive  is  entitled to receive payments or other benefits
     under  this  Agreement  upon the termination of his/her employment with the
     Company,  the  Executive hereby irrevocably waives the right to receive any
     payments  or  other  benefits  under  any  other  severance or similar plan
     maintained  by  the  Company  ("Other  Severance  Plan").

8.     REPRESENTATION  BY  EXECUTIVE.  The  Executive  represents  and  warrants
to  the  Company  that  his/her  employment  hereunder will not conflict with or
result  in a violation or breach of, or constitute a default under any contract,
agreement or understanding to which he/she is or was a party.(except as noted in
Appendix  1)

9.     NOTICES. Any notices, requests, demands and other communications provided
for  by  this  Agreement  shall  be  sufficient  if  in  writing  and if sent by
registered  or  certified mail to the Executive at the last address he has filed
in  writing  with  the


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<PAGE>
Company  or,  in  the  case of the Company, to the Company's principal executive
offices.

10.     WITHHOLDING  TAXES.  The Company shall have the right, but not the duty,
to  the extent permitted by law, to withhold from any payment of any kind due to
the Executive under this Agreement to satisfy the tax withholding obligations of
the  Company  under  applicable  law.

11.     VALIDITY;  COMPLETE  AGREEMENT.  The  validity and enforceability of any
provision  hereof  shall  in no way affect the validity or enforceability of any
other  provision  hereof. This Agreement sets forth the entire understanding and
embodies  the entire Agreement of the parties with respect to the subject matter
covered  hereby  and  supersedes  all  prior  or contemporaneous oral or written
agreements,  understandings,  arrangements,  negotiations  or  communications, .
among  the  parties  hereto.

12.     AMENDMENT.  This  Agreement  shall  not be modified or amended except by
written  agreement  of  the  parties  hereto.

13.     CHOICE  OF LAW; JURISDICTION AND VENUE. This Agreement shall be governed
by  and  construed  in  accordance  with  the  law  of  the  State  of  Texas.

14.     COUNTERPART.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  all  of  which  shall  be  considered one and the same agreement.

15.     DELAY;  PARTIAL EXERCISE. No failure or delay by any party in exercising
any  right,  power  or  privilege under this Agreement shall operate as a waiver
thereof;  nor  shall  any  single  or  partial  exercise  of any right, power or
privilege  hereunder  preclude  any  other  or  further  exercise thereof or the
exercise  of  any  other  right,  power  or  privilege.

16.     SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and
be  binding  upon  the Company and its successors and assigns.
The  Company  shall  have  the  right  to  assign  this  Agreement to any of its
respective  affiliates.  The  rights  and  obligations  of  Executive under this
Agreement  are  personal  to  him/her  and  no such right or obligation shall be
subject  to  voluntary  or  involuntary  alienation,  assignment,  or  transfer.

17.     MANDATORY  ARBITRATION. DISPUTES REGARDING THE EXECUTIVE'S ENGAGEMENT BY
THE  COMPANY,  INCLUDING,  WITHOUT  LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT
WHICH  CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE,
BUT  EXCLUDING  ANY  DISPUTES  REGARDING  THE  EXECUTIVES  COMPLIANCE  WITH  THE
RESTRICTIONS  CONTAINED  IN  THIS  AGREEMENT,  SHALL BE SUBMITTED TO, AND SOLELY
DETERMINED  BY,  FINAL  AND  BINDING  ARBITRATION  CONDUCTED  UNDER THE RULES OF
ARBITRATION  OF  THE  STATE  OF TEXAS APPLICABLE TO EMPLOYMENT DISPUTES, AND THE


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<PAGE>
PARTIES  AGREE  TO  BE  BOUND  BY  THE FINAL AWARD OF THE ARBITRATOR IN ANY SUCH
PROCEEDING.  THE  ARBITRATOR  SHALL  APPLY  THE  LAWS OF THE STATE OF TEXAS WITH
RESPECT  TO  THE  INTERPRETATION  OR  ENFORCEMENT OF ANY MATTER RELATING TO THIS
AGREEMENT.  ARBITRATION MAY BE HELD IN HARRIS COUNTY, TEXAS, OR SUCH OTHER PLACE
AS  THE PARTIES HERETO MAY MUTUALLY AGREE, AND SHALL BE CONDUCTED BY A QUALIFIED
ARITRATOR  APPOINTED  UNDER  THE  LAWS  OF THE STATE OF TEXAS. JUDGMENT UPON THE
AWARD BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

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


                                            Witness
                                                          R
                                                                  J


                                            Witness



             rr'                               FT./              41,0


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<PAGE>
                                    Exhibit 1

                  EMPLOYEE NON-DISCLOSURE, NON-COMPETITION AND
                       ASSIGNMENT OF INVENTIONS AGREEMENT



The  Undersigned  Warren  C. Lau, for and in consideration of his/her employment
with PharmaFrontiers Corporation plus other good and valuable consideration, the
receipt and sufficiently of which is hereby acknowledge, intending to be legally
bound  by  the terms and conditions of this Agreement, hereby agrees as follows:

     1.  RESPECTIVE  PERSONS OR ENTITIES COVERED. UNDERSIGNED ACKNOWLEDGES that,
as  an  employee of PharmaFrontiers, Corp., a Texas corporation, he/she may also
be  working  closely  with  its  respective  subsidiaries  and  or  parents
(PharmaFrontiers,  Corp  and  its  respective  parents  and  subsidiaries  shall
collectively  hereinafter  be  referred  to  herein  as  the  "Companies")

     2.  INVENTIONS.  Undersigned  agrees  as  follows:

     A.  DISCLOSURE.  He/She will promptly disclose to the Companies and each of
     them,  any  invention,  discovery,  know-how,  improvement, design, device,
     apparatus, composition, process, plans, programs, or use made, conceived or
     discovered  by  Employee,  either  solely  or in collaboration with others,
     during  the  term  of  this  Agreement  which (i) relates in any way to the
     products,  services  processes  or systems relating to any of the Companies
     respective  businesses  (ii)  results  from  or  is  suggested  by any work
     performed  by  Employee  for  any  of  the  Companies  (all  the  foregoing
     hereinafter  referred  collectively  as  "Inventions");

     B. OWNERSHIP OF INVENTIONS. Each Invention shall be and remain the sole and
     exclusive  property  of  the  Companies,  whether  patented or not, and any
     Invention  conceived  within six months after termination of this Agreement
     shall  be  presumed to be the property of the Companies subject to proof of
     the  Companies'  satisfaction that such Invention was first conceived after
     the  termination  of  this  Agreement.  In  furtherance  of  the foregoing,
     Employee  agrees  to execute, acknowledge and deliver any and all documents
     and  instruments  as  may  be  requested  by the Companies (but without any
     additional  compensation  from  the  Companies)  for the purpose of vesting
     title  to  any  Invention  in  the  Companies.

     C.  PRIOR  INVENTIONS. Employee attaches as Schedule A hereto, concurrently
     with  the  execution hereof, a list and brief description of all unpatented
     Inventions  or  proprietary  information,  if  any,  made  or


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<PAGE>
     conceived  by  him/her prior to the date of this Agreement and which are to
     be  excluded  from  the  provisions  of  this  Section.  If no such list is
     attached  at  the  time  of  the  execution  of this Agreement, it shall be
     conclusively presumed that Employee has waived any right he may have to any
     such  Invention  that  relates  to  any  of  the  Companies  businesses.

     D.  REPRESENTATION.  Employee represents and warrants to the Companies that
     except  as  set.  forth  on Schedule B, attached hereto, neither he/she nor
     his/her Associates or Affiliates have any agreements with or obligations to
     any  person  or  entity  in  conflict  with  any  of the provisions of this
     Agreement.

     3. CONFIDENTIALITY. Employee, covenants and agrees that he/she will not, at
any time either during the term of this Agreement of thereafter, for a period of
one  year  after  the  receipt by Employee of the last disclosure of proprietary
information,  reveal  (or  permit  to  be  revealed where such is within his/her
control)  to a third party or use for his/her own benefit, without prior written
consent  of  the Companies, any information pertaining to the Inventions, or any
of the Companies' respective businesses including but not limited to information
relating to research results, formulations, computer code, suppliers, employees,
customers  financial  condition,  procedures,  tests,  know-how,  production,
distribution,  work  and  organizational  methods, experimental results or trade
secrets.

     4.  NON-COMPETITION.  During the term of this Agreement and for a period of
one  year  thereafter,  Employee  agrees  that,  except  as contemplated by this
Agreement, he/she shall not, without the prior written consent of the Companies,
either  individually  or  with  others,  directly or indirectly, as an employee,
representative,  partner,  principal, agent, independent contractor, consultant,
stockholder,  or  in  any  other  capacity,  participate in, engage in or have a
financial  interest  in any activity, business or entity relating to or involved
in  the  development,  testing  or  marketing  of products, services, systems or
processes related to the Companies' respective businesses, except as provided in
Schedule  B.

Employee  acknowledges  that  the  claim  for  or the payment of any damages for
breach  of  the  provisions contained in this paragraph 4 shall not preclude the
Companies  from  seeking  injunctive  or  such  other  forms of relief as may be
obtained  in a court of law or equity. Employee acknowledges that he/she will be
fully  able  to  earn  an  adequate  livelihood  for himself/herself and his/her
dependents  if the provisions of this paragraph 4 shall be specifically enforced
against  him/her.  In  the  event that any court of competent jurisdiction shall
determine  that  any term, covenant, or condition of this paragraph 4 is void or
unenforceable,  such  court  shall  have the powers and authority to modify this
paragraph  4 in accordance with the original intent of the parties so as to make


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<PAGE>
such  term,  covenant or condition and the remainder of this Agreement valid and
binding  upon  the  parties  hereto.

     5.  NON-SOLICITATION, During the term of this Agreement and for a period of
one  year  thereafter,  Employee agrees that he/she shall not, without the prior
written  consent  of the Companies, either individually or with others, directly
or  indirectly  solicit or hire any of the Companies' employees or key employees
of  the  Companies' customers for employment with a person or entity involved in
marketing products or services competitive with any of the Companies' respective
businesses.  Key  employees include supervisory personnel, executives, personnel
in  charge  of  any department, section or subdivision, and project managers (or
directors)  and senior personnel on any individual project or projects. Employee
further  agrees  that  all  customers  of  the  Companies,  and  all prospective
customers  from  whom  Employee  may have solicited business while engaged as an
employee  by  the  Companies  hereunder,  shall  be  solely the customers of the
Companies.  Employee  therefore agrees that he/she will not, for a period of one
year immediately following the termination of this Agreement, either directly or
indirectly,  solicit business, as to products or services competitive with those
of  the  Companies  respective  businesses, from any of the Companies" customers
within  one  year  prior  the  termination  of  this  Agreement.

The  term  "Employee"  shall,  for  purposes  of paragraphs 1 through 5 includes
Employee  along  with  any  of Employee's Affiliates, Associates, or entities of
which  he/she  is  a Beneficial Owner. The term "Affiliate" shall means a person
controlling,  controlled  by  or under common control with Employee and the term
"control" (including the terms "controlling," "controlled by," and "under common
control  with")  means  the  power  to  direct  or  cause  the  direction of the
management  and policies of a person or entity, whether through the ownership of
voting  securities, by contract or otherwise. The term "Associate," shall mean a
relationship  with:  i)  any  corporation,  or  organization  (other  than  the
Companies)  of  which  Employee  or any of his/her Affiliates or Associates is a
director,  officer  or partner, ii) any corporation, or organization (other than
the  Companies) of which Employee or any of Employee's Affiliates or Associates,
directly or indirectly, are the beneficial owner of five percent (5%) or more of
any class of equity securities; iii) any trust or other estate in which Employee
or  any  of  his/her  Affiliates  or  Associates  have  a substantial beneficial
interest  or  with  respect  to  which  Employee or any of his/her Affiliates or
Associates  serve  as  a  trustee  or  in  any  other fiduciary capacity; or iv)
Employee's  spouse,  or any blood relative of Employee, or any blood relative of
Employee's spouse, or who is an officer or director, or partner of any Affiliate
or  Associate  of Employee. The term "beneficial ownership" shall mean interests
which  Employee  or  his/her  or  Affiliates or Associates may possess which are
substantially  equivalent to those of ownership and are enjoyed by reason of any
contract,  understanding,  relationship, agreement or other arrangement, whether
or  not  such  are  set  forth  in  a  legally  binding  contract  or  document.


                                       15
<PAGE>
IN  WITNESS  WHEREOF,  the  Undersigned a/     '  ~-      intending
                                        ---------------------
to
be  legay.bound, hereby executes and delivers this Agreement this ZQ',t-
                                                                  ------    ----
day ofd A~  2004.
    ------



Witness


                     /s/ Warren Lau
                     ------------------------------
                     Warren Lau

L     1. Tt~~~I





Appendix  1

Mr.  Lau  agrees  not  to compete in the fields of (1) Alkylating or Platinating
agents  for  the Treatment of Cancer, (2) Biomodulating Agents for the treatment
of Cancer, (3) Non-nucleoside Reverse Transcriptase Inhibitors for the treatment
of  HIV  Infection/AIDS,  (4)  Cell  Mediated Immunity Inducing Vaccines for the
treatment/prevention  of  HIV infection/AIDS, (5) Viral Entry Inhibitors for the
treatment  of  HIV  infection/AIDS.




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