EMPLOYMENT AGRERMEN'T
                              ---------------------


     This Employment Agreement (this "Agreement") is made and entered into as of
they  day  of  2,424'/ , 2004, (the "Effective Date"), by and between C. W. Bill
              ---------
Rouse  (hereinafter  referred  to as "Employee") and PharmaFrontiers Corporation
(hereinafter  referred  to  as  "PharmaFrontiers").

                                   WITNESSETH:


     WHEREAS, Employee desires employment with PharmaFrontiers on the terms and
conditions below; and

     WHEREAS,  PharmaFrontiers'  success  requires  the  protection  of  its
intellectual  property, proprietary information and goodwill and PharmaFrontiers
is  willing  to  employ  Employee,  subject  to  the terms and conditions below;

     NOW,  THEREFORE,  for  and  in  consideration  of  the  employment  by
PharmaFrontiers,  the compensation and other remuneration paid and to be paid by
PharmaFrontiers  and received by the Employee for such employment, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged  by  Employee,  it  i5  agreed by and between the parties hereto as
follows:

1.   Employment

     PharmaFrontiers  agrees  to  employ  the Employee, and Employee agrees that
Employee  will  devote  Employee's full productive time, skill, and best efforts
during  the  period of Employee's employment to such duties as may be reasonably
assigned  to  Employee.  Employee  will  faithfully  and  diligently endeavor to
further  the  best  interests of PharmaFrontiers during the period of Employee's
employment.

2.   Term

     Unless  earlier  terminated  in accordance with this Agreement, the term of
the Employee's employment shall continue from the Effective Date for a period of
one (1) year. Either PharmaFrontiers or Employee may terminate this Agreement on
two  (2)  weeks'  prior written notice in the event of a material breach of this
Agreement  by  the  other  party.

3.   Duties and Title

     During  the  term  of  this Agreement, Employee shall have the title of and
shall  act  as  the  Vice  President,  Operations  and Administration, and Chief
Financial  Officer  of  PhannaFronticrs.  Employee  shall  have  the  following
responsibilities and duties: Employee shall report to PharmaFrontiers' President
and  the  Company's  Audit  Committee,  shall  handle  corporate  administration
matters,  including the administration of finance and accounting, interface with
the  Company's  accountants and attorneys to ensure timely securities regulatory
filings,  administration  of  contracts, and/or have such other responsibilities
and  duties  as may be assigned to Employee by PharmaFrontiers' President and/or
Board  of  Directors  from  time  to  time.


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<PAGE>
4.   Compensation

     As  compensation,  PhannaFrontiers  shall,  upon the complete execution and
delivery  of  this  Agreement  to  PharmaFrontiers,  grant  Employee a salary of
$55,000  per year, paid monthly and allow Employee to purchase One Hundred Fifty
Thousand  (150,000)  shares of tIhe common stock of PharmaFrontiers at $0.01 per
share.  In addition, PharmaFrontiers grants to Employee two (2) options, each to
purchase,  at  a  price  per  share  of eighty percent (80%) of the then current
market  value,  Fifty  Thousand  (50,000)  shares  of  the  common  stock  of
PharmaFrontiers,  one  each upon the occurrence of the earlier of the following:
(1)  the  acquisition  of  more  than  fifty  percent  (50%)  of  the  stock  of
PharmaFrontiers  by  an  acquirer  at a total market value exceeding two hundred
fifty  million  dollars,  or  (2)  a  financing of PharmaFrontiers with one time
proceeds  of  at  least  ten  million  dollars which values the then outstanding
PharmaFrontiers  common stock at one hundred million dollars or more_ Employee's
exercise  of such options shall be pursuant to the execution of a stock purchase
agreement  with  terms  acceptable  to PharmaFrontiers. Any compensation, salary
and/or  bonuses  paid  Employee shall be subject to such payroll and withholding
deductions  as  may  be  required  by  law  or  the policies of PhannaFrontiers.

5.   Benefits

     PharmaFrontiers  will  provide  Employee  with  the  benefits and insurance
coverage  as  generally provided by PharmaFrontiers to its management employees,
but  only  if  and  when  such  benefits and/or coverage are provided. As of the
Effective  Date,  no  such  benefits or coverage are provided. If provided, such
benefits  and insurance coverages may be changed by PharmaFrontiers from time to
time.

6.   Confidential and Proprietary Information; Documents

     ta_1  PharmaFrontiers shall provide Employee with information deemed secret
and  confidential by PharmaFrontiers. Such secret or confidential information or
know-how  of  PharmaFrontiers  (referred  to  collectively  as  "Confidential
Information")  shall  include, without limitation, the following: the status and
plans  for  research  and  development;  materials,  cells,  tissues,  and other
biological samples and specimens; cell banking methods, apparatus, and services;
pending  and planned patent applications (until published by the Patent Office);
invention  disclosures;  research and technical data and information; methods of
creating,  preparing,  and  using  stern  cells  and other biological materials;
license,  sublicense,  and  other  agreements  relating to intellectual property
rights;  PhannaFrontiers'  plans;  customer  or contact information; contributor
information;  strategies,  costs,  prices,  uses,  applications  of products and
services; results of and data from investigations or experiments; all apparatus,
products, processes, compositions, samples, formulas, computer programs, pricing
policy,  financial  information,  and  methods  of doing business; policy and/or
procedure  manuals,  training  and recruiting procedures; accounting procedures;
the  status  and  content  of  PharmaFrontiers' contracts with its contributors,
clients,  and  customers;  PharmaFrontiers'  business  philosophy, and servicing
methods  and  techniques;  all  at  any time used, developed, or investigated by
PharmaFrontiers, before or during the Employee's tenure of employment, which are
not generally available to the public or which arc maintained as confidential by
PharmaFronticrs.


                                        2
<PAGE>
     6.2  Employee recognizes and acknowledges that Employee will have access to
certain  information of PharmaFrontiers that is confidential and proprietary and
constitutes  valuable  and  unique  property of PharmaFrontiers. Employee agrees
that  Employee  will  not at any time, either during or subsequent to Employee's
employment,  disclose  to  others,  use,  copy or permit to be copied, except in
pursuance  of  Employee's  duties  on behalf of PharmaFrontiers, its successors,
assigns  or nominees, any Confidential Information or mow-how of PharmaFrontiers
(whether  or  not  developed  by  the  Employee)  without PharmaFrontiers' prior
written  consent.  Employee  further  agrees  to  maintain  in  confidence  any
confidential  infonnation  of  third  parties received as a result of Employee's
employment  with  PharmaFrontiers_

     6.3  Employee  further  agrees  to  deliver  to  PharmaFrontiers  at  the
termination  of  Employee's  employment all biological materials correspondence,
memoranda,  notes,  records,  drawings, sketches, plans, customer, client and/or
contributor  lists,  product  compositions,  or  other  documents and all copies
thereof  (all  of  which  are  hereafter  referred to as the "Documents"), made,
composed  or  received by Employee, solely or jointly with others, and which are
IN Employee's possession, custody, or control at such date and which are related
in  any manner to the past, present, or anticipated business of PharmaFrontiers.
In this regard, Employee hereby grants and conveys to PharmaFrontiers all right,
title  and  interest  in  and  to,  including  without  limitation, the right to
possess,  print,  copy,  and  sell  or  otherwise  dispose  of,  any  biological
materials,  reports,  records,  papers summaries, photographs, drawings or other
documents,  and  writings,  copies, abstracts or summaries thereof, or any other
works  of  authorship,  which  may  be  prepared by Employee or under Employee's
direction  or  which  may  come into Employee's possession in any way during the
term of Employee's employment with PharmaFrontiers which relate in any manner to
the  past,  present  or  anticipated  business  of  PharmaFrontiers.

     6.4  Employee  further  agrees  that  Employee  will not, during Employee's
                    -------
employment,  receive  from  persons  not  employed  by  PharraFrontiers,  any
confidential  information  not  belonging  to  PharmaFrontiers,  unless  a valid
agreement  is signed by both an officer of PharmaFrontiers and by the disclosing
party  that  states  that  PharmaFrontiers  will  not  be  in  a  confidential
relationship  with  the  disclosing party. Employee further agrees that Employee
will  not  use  or  disclose  to  other  employees  of  PharmaFrontiers,  during
Employee's  employment  with PhammaFrontiers, confidential information belonging
to  Employee's  former  employers,  or  any  other  third parties unless written
permission  has  been  given  by  such  persons to PharmaFrontiers to use and/or
disclose  such  information.

     6.5  In the event of a breach or threatened breach of any of the provisions
of  Section  6,  PharmaFrontiers shall be entitled to an injunction ordering the
return of such Documents and any and all copies thereof and restraining Employee
from  using  or  disclosing, for Employee's benefit or the benefit of others, in
whole or in part, any Confidential Information, including but not limited to the
Confidential  Information  which  such Documents contain, constitute, or embody.
Employee  further  agrees  that  any  breach  or threatened breach of any of the
provisions  of  Section  6 would cause irreparable injury to PharmaFrontiers for
which it would have no adequate remedy at law. Nothing herein shall be construed
as  prohibiting PharmaFrontiers from pursuing any other remedies available to it
for  any  such  breach  or threatened breach, including the recovery of damages.


                                        3
<PAGE>
     Noncompetition/hTo-Hire Agreement

     7.1  Employee  agrees  that, from the Effective Date until a period of [two
(2)  years]  following the date of the termination of Employee's employment (the
"Noncompetition Period"), Employee will not directly or indirectly, either as an
employee,  employer,  consultant,  agent, principal, partner, corporate officer,
director,  or  in  any  other  individual  or representative capacity, engage or
participate  in  any  "Competitive  Business"  anywhere  in the United States of
America,  Canada or the European Union (the "Noncompetition Territory"). As used
herein,  a  "Competitive  Business"  is defined as any business, including those
relating  to  stern  cells  or  cell  banking,  which  provides  the  same  or
substantially  the same services or licenses to intellectual property rights, in
whole  or  in  part,  as are provided by PharmaFrontiers during the term of this
Agreement.

     7.2  Employee  further  agrees  that  during  the Noncompetition Period and
within  the  Noncompetition Territory Employee will not, directly or indirectly,
either  as  an  employee,  employer,  consultant,  agent,  principal,  partner,
corporate  officer,  director,  or  in  any  other  individual or representative
capacity, call on, solicit, recruit, or attempt to call on, solicit, or recruit,
or  attempt  to  hire  any  of  the  employees of PharmaFrontiers, regardless of
whether  for  the  benefit  of  the  Employee  or for any other person, firm, or
corporation.

     7.3  Employee  shall  not  during  the Noncompetition Period and within the
Noncompetition  Territory,  either  directly or indirectly (i) make known to any
Competitive  Business  the  names  and  addresses  of  any  of  PharmaFrontiers'
customers  or  contacts  or  any other information pertaining to such persons or
businesses  or  (ii)  call  on,  solicit,  or  take away, or attempt to call on,
solicit  or take away any of the customers of PharmaFrontiers with whom Employee
became acquainted during Employee's association with PharmaFrontiers, regardless
of  whether  for  the  benefit  of the Employee or for any other person, firm or
corporation.

     7.4 Employee agrees that the restraints created by the covenants in Section
7  are  no  greater  than  necessary  to  protect  PharmaFrontiers'  legitimate
interests.  Furthermore, Employee agrees that such covenants of Section 7 do not
hinder,  or  otherwise  cause  hardship  to  Employee  in finding and performing
employment  elsewhere  upon  termination  of this Agreement. Similarly, Employee
agrees  that  PharmaFrontiers' need for the protection afforded by the covenants
of  Section 7 is not outweighed by either the hardship to Employee or any injury
likely  to  the  public.

     7.5  Employee  agrees that this Section is ancillary to this Agreement, and
independent  of  any  other  agreement  related  to  Employee's  employment with
PharmaFrontiers,  and  Employee  acknowledges  that  the  consideration given by
PharmaFrontiers  for  this  Agreement  includes  PharmaFrontiers'  agreement  to
provide  to  the  Employee  access  to  the Confidential information, as well as
employment.  Further,  the existence of any claim or cause of action of Employee
against  PharmaFrontiers  or  any  officer,  director,  or  employee  of
PharmaFrontiers,  whether  predicated  on this Agreement or otherwise, shall not
constitute  a  defense  to  the  enforcement  by  PharmaFrontiers  of Employee's
covenants contained in this Agreement In addition, this Agreement shall continue
to  be  binding  upon Employee in accordance with its terms, notwithstanding the
temiination  of  Employee's  employment

     7.5 Employee agrees that Employee's breach or violation, or threat thereof,
of  this  covenant  not to compete shall entitle PharmaFrontiers, as a matter of
right,  to  an  injunction  without the necessity of posting bond, issued by any
court  of competent jurisdiction, restraining any further or continued breach or
violation  of this covenant. Such right to an injunction shall be cumulative and
in  addition to, and not in lieu of, any other remedies to which PharmaFrontiers
may show itself justly entitled. Further, during any period in which Employee is
in  breach  of  this  covenant  not to compete, the time period of this covenant
shall  be  extended  for  an  amount  of  time  that  Employee  is  in  breach.


                                        4
<PAGE>
8.   Inventions  and  Other  Intellectual  Property

     8.1  Employee  agrees  to  hold  in  complete  trust  for  the  benefit  of
PharmaFrontiers,  and  to  disclose  promptly  and  fully  to PharmaFrontiers in
writing,  and  hereby  assigns,  and  binds  Employee's  heirs,  executors,
administrators,  and all legal representatives to assign, to PharmaFrontiers any
and  all  inventions,  discoveries, ideas, concepts, improvements, copyrightable
works,  biological  materials,  and  other  developments  (all  of the above are
collectively  referred  to as the "Developments") conceived, made, discovered or
developed  by  him, solely or jointly with others, during the term of Employee's
employment  by PharmaFrontiers, whether during or outside of usual working hours
and  whether  on PharmaFrontiers' premises or not, which relate in any manner to
the  past,  present or anticipated business of PharmaFrontiers. Any and all such
Developments  shall  be  the  sole  and  exclusive  property of PharmaFrontiers,
whether patentable, copyrightable, or neither, and Employee agrees that Employee
will  assist  and  fully cooperate in every way, at PharmaFrontiers' expense, in
securing,  maintaining, and enforcing, for the benefit of PharmaFrontiers or its
designee,  patents,  copyrights  or  other  types of proprietary or intellectual
property  protection  for  such  Developments in any and all countries. Employee
acknowledges  and  agrees that any and all such Developments conceived, created,
or authored by him within the scope of Employee's employment is a "work made for
hire," as defined by the federal copyright laws, and therefore all copyrights in
and  to  such works are and will be owned by PharmaFronticrs_ To the extent that
Employee  authors  any  copyrightable work in any medium during the Term of this
                                                                            ----
Agreement  which relates or pertains in any way to PharmaFrontiers or any of the
operations  or  activities of either and which was not prepared within the scope
of  Employee's  employment,  Employee  hereby  assigns  all  right,  title,  and
interest,  including  but not limited to all rights of copyright, in and to such
works  to  PharmaFrontiers.  Within  six  months  following  the  termination of
Employee's employment, and without limiting the generality of the foregoing, any
Development  of  the  Employee relating to any PharmaFrontiers subject matter on
which  Employee  worked  or  was  informed  during  Employee's  employment  by
PharmaFrontiers  shall  be conclusively presumed to have been conceived and made
prior  to  the termination of Employee's employment (unless the Employee clearly
proves that such Development was conceived and made following the termination of
Employee's  employment),  and  shall  accordingly  belong,  and  be assigned, to
PharmaFrontiers  and  shall  be  subject  to  this  Agreement.

     8.2  Without  limiting  the  foregoing,  Employee  agrees at the request of
PharmaFrontiers (but without additional compensation from PharmaFrontiers during
Employee's  employment  by  PharmaFrontiers)  to  execute any and all papers and
perform  all  lawful  acts  which  PharmaFrontiers  deems  necessary  for  the
preparation,  filing,  prosecution,  and


                                        5
<PAGE>
maintenance of applications for United States and foreign letters patent, or for
United  States  and foreign copyrights, on the Developments, and to execute such
instruments  as  are  necessary  or convenient to assign to PharmaFrontiers, its
successors,  assigns  or  nominees,  all  of  the  Employee's  right, title, and
interest  in  the  Developments  and  the  like, so as to establish, maintain or
perfect,  in  PharinaFronticrs,  its successors, assigns or nominees, the entire
right,  title,  and  interest  to  the  Developments,  and  also  to execute any
instruments  necessary or which PharmaFrontiers may deem desirable it connection
with  any  continuation,  renewal  or  reissue thereof, or in the conduct of any
proceedings  or  litigation  in  regard  thereto.

     8.3  All  expenses incurred by the Employee by reason of the performance of
any of the obligations set forth in this Section on Inventions shall be borne by
PharmaFrontiers.  Should  the  Employee's  assistance  be  requested  by
PharmaFrontiers  after  termination  of  employment,  PharmaFrontiers  would
compensate  the  Employee  at  a  reasonable  rate.

9.   Conflicts  of  Interest

     9.1  In  keeping  with  Employee's  fiduciary  duties  to  PhannaFrontiers,
Employee agrees that Employee shall not, directly or indirectly, become involved
in any conflict of interest, or upon discovery thereof, allow such a conflict to
continue. Moreover, Employee agrees that Employee shall promptly disclose to The
Board  of  PharmaFrontiers  any  facts  which  might  involve  any  reasonable
possibility  of  a  conflict  of  interest.  Employee shall maintain the highest
standards  of conduct, and shall not do anything likely to injure the reputation
or  goodwill  of  PharmaFrontiers,  or  embarrass  or otherwise generate adverse
publicity  for  or  bring  unwanted  attention  to  PharmaFrontiers.

     9.2  It is agreed that any direct or indirect interest in, connection with,
or  benefit  from  any  outside  activities, particularly commercial activities,
which  interest  might in any way adversely affect PharmaFrontiers or any of its
subsidiaries  or  affiliates,  involves  a  possible  conflict  of  interest.
Circumstances  in  which a conflict of interest on the part of Employee would or
might  arise, and which should be reported immediately by Employee to an officer
of PharmaFrontiers, include, without limitation, the following: (a) ownership of
a  material  interest  in,  acting in any capacity for, or accepting directly or
indirectly  any  payments,  services  or  loans  from  a  supplier,  contractor,
subcontractor,  customer  or  other  entity  with  which  PharmaFrontiers  does
business;  (b)  misuse of information or facilities to which Employee has access
in  a  manner  which  will  be  detrimental  to  PharmaFrontiers'  interest; (c)
disclosure  or  other  misuse  of  information  of any kind obtained through the
Employee's  connection  with  PharmaFrontiers;  (d)  acquiring  or  trading  in,
directly or indirectly, other properties or interests connected with the design,
manufacture  or  marketing  of  products  designed,  manufactured or marketed by
PharmaFrontiers;  (e)  the  appropriation  to  the  Employee or the diversion to
others, directly or indirectly, of any opportunity in which it is known or could
reasonably  be anticipated that PharmaFrontiers would be interested; and (f) the
ownership,  directly  or  indirectly, of a material interest in an enterprise in
competition with Phatma.prontiers or its dealers and distributors or acting as a
director,  officer,  partner,  consultant,  employee  or agent of any enterprise
which  is  in  competition  with PharmaFrontiers or its dealers or distributors_


                                        6
<PAGE>
10.  Activities Associated With Maintenance of Professional Status and Community
     Activities

     PharmaFrontiers  will  reimburse  Employee  for  the  costs  of  activities
associated with the maintenance of the Employee's professional status, including
the  payment  of  licensing fees and required continuing education, expenses for
professionallnetwork  meetings,  as  well  as  community  activities.

11.  Prior Discoveries

     Employee  attaches  hereto,  concurrently  with  the  execution  of  this
Agreement,  a  list  and  brief  description  of  all  unpatented inventions and
discoveries,  if  any  exist,  made or conceived by Employee prior to Employee's
employment  with  PharmaFrontiers  and  which  are  to  be  excluded  from  this
Agreement.  If  no  such  list  is  attached  at  the  time of execution of this
Agreement,  it shall be conclusively presumed that Employee has waived any right
Employee  may  have  to  any  such  invention  or  discovery  which  relates  to
PharmaFrontiers'  business.

12.  Publicity

     12.1  Employee  agrees  that  PharmaFrontiers  may  use,  and hereby grants
PharmaFrontiers  the  nonexclusive  and worldwide right to use, Employee's name,
picture,  likeness,  photograph, signature, or any other attribute of Employee's
persona  (all  of  such  attributes  are  hereafter  collectively referred to as
"Persona")  in  any media for any advertising, publicity or other purpose at any
time,  either  during or subsequent to Employee's employment by PharmaFrontiers.
Employee  agrees  that  such  use  of  Employee's Persona will not result in any
invasion  or  violation of any privacy or property rights Employee may have; and
Employee  agrees  that  Employee will receive no additional compensation for the
use of Employee's Persona. Employee further agrees that any negatives, prints or
other material for printing or reproduction purposes prepared in connection with
the  use  of  Employee's  Persona  by  PharmaFrontiers shall be and are the sole
property  of  PharmaFrontiers.

     12.2  Employee further agrees that at no time shall Employee write, author,
publish,  distribute,  or  cause  to  be published or distributed any pictorial,
graphic,  or  literary  works,  such as but without Iimitation, books, articles,
stories, or pamphlets, in any medium of expression, tangible or intangible, that
relate, describe, or pertain in any way to PharmaFrontiers OR TO the operations,
activities,  or  employees  of PharmaFrontiers without first obtaining the prior
written  consent  of the Board of Directors of PhanmaFrontiers to do so and also
the  prior  written  approval  of  the contents of any such work by the Board of
Directors  of  PharmaFrontiers.

13.  Remedies

     Employee  and  PhannaFrontiers  agree  that, because damages at law for any
breach  or  nonperformance of this Agreement by Employee, while recoverable, are
and  will  be  inadequate,  this Agreement may be enforced in equity by specific
performance,  injunction,  accounting  or  otherwise.


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<PAGE>
14.  Miscellaneous

     14.1  This  Agreement is made and entered into as of the Effective Date and
the rights and obligations of the parties hereto shall be binding upon the heirs
and  legal  representatives  of  the  Employee and the successors and assigns of
PharmaFrontiers_  This  Agreement  may  be  assigned  by  PharmaFrontiers but is
personal  to  the  Employee  and  no rights, duties, and obligations of Employee
hereunder  may  be  assigned_

     14.2  No waiver or non-action with respect to any breach by the other party
of any provision of this Agreement, nor the waiver or non-action with respect to
any breach of the provisions of similar agreements with other employees shall be
construed  to  be  a  waiver of any succeeding breach of such provision, or as a
waiver  of  the  provision  itself.

     14.3  Should  any  portions  hereof  be  held  to  be  invalid or wholly or
partially unenforceable, such holding shall not invalidate or void the remainder
of  this  Agreement.  The  portions held to be invalid or unenforceable shall be
revised  and  reduced in scope so as to be valid and enforceable, or, if such is
not  possible,  then  such portions shall be deemed to have been wholly excluded
with  the  same  force  and  effect  as  if  it  had never been included herein.

     14.4  Employee's  obligations under this Agreement to PharmaFrontiers shall
survive  the  termination,  for  whatever  reason,  of  Employee's employment by
PharmaFrontiers.

     14.5  This  Agreement supersedes, replaces and merges any and all prior and
contemporaneous  understandings,  representations,  agreements  and  discussions
relating to the same or similar subject matter as that of this Agreement between
Employee  and  PharmaFrontiers  and  constitutes  the  sole and entire agreement
between  the  Employee and PharmaFrontiers with respect to the subject matter of
this  Agreement.

     14.6 The laws of the State of Texas, excluding any conflicts of law rule or
                                                        ---------
principle  that  might  otherwise  refer  to  the  substantive  law  of  another
jurisdiction,  will  govern  the  interpretation,  validity  and  effect of this
Agreement  without regard to the place of execution or the place for performance
thereof,  and  PharmaFrontiers  and  Employee  agree  that the state and federal
courts  in Harris County, Texas, shall have personal jurisdiction and venue over
PharmaFrontiers  and Employee to hear all disputes arising under this Agreement.
This  Agreement  is  to be at least partially performed in Harris County, Texas.

     14.7  All  notices and other communications required or permitted hereunder
or  necessary or convenient in connection herewith shall be in writing and shall
be  deemed  to have been given when mailed by registered mail or certified mail,
return  receipt  requested,  as  follows:

     If to PharmaFrontiers, to:

     Mr. Warren C. Lau
     PharmaFrontiers Corporation 10211 Silver Leaf Lane
     Tomball, Texas 77375


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<PAGE>
     If to Employee, to:

     Mr. C. W. Bill Rouse
     2030 McClendon
     Houston, Texas 77030


or to such other addresses as either party may designate by notice to the other
party hereto in the manner specified in this section.

     14.8 This Agreement may not be changed or terminated orally, and no change,
termination  or  waiver  of  this  Agreement  or of any of the provisions herein
contained  shall  be  binding unless made in writing and signed by both parties,
and in the case of PharmaFroutiers, by an authorized officer of PhannaFrontiers.
Any  change  or  changes,  from time to time, in Employee's salary and/or duties
shall  not  be,  nor  be  deemed  to be, a change, termination or waiver of this
Agreement  or  of  any  of  the  provisions  herein  contained.

PHRQNTIERS CORP' TION              EMPLOYEE


By
  -------------------------------
         Warren C. Lau


       C. W. Bill Rouse


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<PAGE>