EX 10.31


    EXHIBIT
      10.31

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT is
      effective as of the 1st
      day of
      April, 2002 by and between GENEREX
      BIOTECHNOLOGY CORPORATION
      (the
“Company”), a Delaware corporation and GERALD
      BERNSTEIN, M.D.
      ("Executive"), an individual residing at 48 Carleon Avenue, Larchmont, New
      York
      10538.

    


    WITNESSETH:

    


    WHEREAS,
      the Company is engaged, directly and through subsidiary corporations (all of
      which, for the purposes of this Agreement, are included and encompassed by
      any
      reference in this Agreement to the Company) in the research, development,
      testing and commercialization of drug delivery technologies, including drug
      technologies for oral administration of pharmaceuticals such as peptidic drugs,
      vaccines and hormones using a buccal spray device (collectively, the
“Technology”); and 

    


    WHEREAS,
      the Company wishes to engage the Executive to provide certain services, as
      more
      particularly described below, and the Executive agrees to provide such services,
      all on the terms and conditions set forth herein.

    


    NOW
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, and for other good and valuable consideration, receipt of which is
      hereby acknowledged, the parties hereto, intending to be legally bound, agree
      as
      follows:

    


    
      	
              1.

            	
              Employment

            


    

    


    
      	 	
              1.1

            	
              The
                Company agrees to employ the Executive and the Executive agrees to
                serve
                the Company pursuant to the terms of this Agreement as Vice President
                of
                Medical Affairs of the Company (hereinafter the "Employment"), reporting
                to Anna E. Gluskin, President of the
                Company.

            


    

    


    
      	 	
              1.2

            	
              The
                term of this Agreement shall be for the period commencing on the
                date
                hereof and expiring three years thereafter, subject to earlier termination
                in accordance with the provisions of Section 5 of this
                Agreement.

            


    

    


    
      	 	
              1.3

            	
              The
                Executive hereby warrants and undertakes to the Company (in the knowledge
                that the Company is relying on such undertaking by agreeing to enter
                into
                this Agreement) that:

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	1.3.1	
              by
                entering into this Agreement and performing his obligations hereunder,
                he
                is not and will not be in breach of any other contract of employment
                or
                other agreement (whether still in effect or not) and neither he nor
                the
                Company will be liable to any action relating to any such contract;
                and

            


    

    


    
      	 	
              1.3.2

            	
              he
                is not or will not on commencement of this Agreement and thereafter
                be
                subject to any restriction or obligation, howsoever arising, which
                may
                hinder or restrict him from performing fully any of the duties required
                under the terms of this Agreement.

            


    

    


    
      	 	
              1.4

            	
              The
                Company hereby warrants and undertakes to the Executive (in the knowledge
                that the Executive is relying on such undertaking by agreeing to
                enter
                into this Agreement) that during the Employment the Executive shall
                be
                primarily based in the State of New York, unless the Executive otherwise
                agrees with the Company, and that the Executive shall be insured
                from
                liability arising from his status, actions or omissions as an officer
                of
                the Company to the extent of the coverage provided by the Company’s
                directors’ and officers’ liability insurance policy as in effect from time
                to time and subject to the limitations and exclusions set forth in
                such
                policy. Notwithstanding anything to the contrary herein, the Company,
                without limiting the rights of Executive to compensation and benefits
                hereunder, shall have the right at any time to assign this Agreement
                and
                the Executive’s Employment hereunder to any business entity which is
                controlling, controlled by or under common control with the Company
                (“Affiliates”). In the event of such assignments, (i) any amounts paid to
                or for the benefit of Executive by the Affiliate shall be credited
                against
                amounts payable to Executive by the Company under this Agreement,
                and (ii)
                references to the “Company” in Sections 2, 5 and 6 of this Agreement shall
                be deemed to include, in addition to the Company, any Affiliate to
                which
                this Agreement shall have been
                assigned.

            


    

    


    
      	
              2.

            	
              Duties

            


    

    


    The
      Executive covenants and agrees that during the Employment he will:

    


    
      	 	
              2.1

            	
              faithfully
                and diligently perform the duties of Vice President of Medical Affairs
                as
                may be assigned to or vested in him from time to time by the Company
                and
                which shall be consistent with the responsibilities generally entrusted
                to
                senior management of a corporation in the same business as that of
                the
                Company, and will use his best efforts to promote the interests of
                the
                Company and its shareholders;

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	 	
              2.2

            	
              comply
                with all laws, rules and regulations applicable to the Company's
                business
                and in accordance with all applicable policies or guidelines (including
                any applicable policies or guidelines pertaining to disclosure of
                conflicts of interest) of any institution or organization with which
                the
                Executive is affiliated;

            


    

    


    
      	 	
              2.3

            	
              give
                to the President and/or the Board of Directors such information regarding
                the affairs of the Company as they may
                request;

            


    

    


    
      	 	
              2.4

            	
              agree
                to comply with all laws and regulations under the U.S. federal securities
                laws and regulations against misuse or miscommunication of material
                non-public information about the Company and acknowledge that he
                is aware
                of these prohibitions;

            


    

     

    
      	 	
              2.5

            	
              devote
                the whole of his business time, attention and skills to the business
                and
                affairs of the Company and will not, except with the prior consent
                by the
                President and/or the Board of Directors, be directly or indirectly
                engaged
                or concerned in the conduct of any other business, whether or not
                competing in any respect with the business of the Company; provided,
                however, that the Executive (a) may continue to serve during the
                term of
                this Agreement as a director or trustee of the American Diabetes
                Association or of any affiliated foundation thereof, (b) may serve
                during
                the term of this Agreement, subject to the prior consent of the President
                and/or the Board of Directors (which may be withheld for any reason
                or no
                reason), as a director or trustee of any other organization, (c)
                may
                maintain or establish during the term of this Agreement an affiliation
                with any medical institution or educational institution (including,
                without limitation, as an adjunct or emeritus faculty member or as
                a
                physician with admitting privileges), provided that such affiliation
                does
                not detract in any material way from the available time and the ability
                of
                the Executive to fulfill his obligations under this Agreement, and
                (d) may
                continue to serve as a consultant in connection with a legal proceeding
                for which he was engaged as a medical expert prior to the effective
                date
                of this Agreement until the resolution or conclusion of such proceeding,
                provided that such activity does not detract in any material way
                from the
                available time and the ability of the Executive to fulfill his obligations
                under this Agreement.

            


    

    


    
      	
              3.

            	
              Compensation

            


    

    


    
      	 	
              3.1

            	
              During
                the Employment the Company will pay to the Executive, a base salary
                at the
                annual rate of $150,000 (or such higher rate
                as

            


    

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    may
      from
      time to time be determined by the Company and notified to the Executive), which
      salary will be payable in equal monthly installments (less customary
      withholdings) in arrears. 

    


    
      	 	
              3.2

            	
              In
                addition to payments provided in Paragraph 3.1, the Company shall
                pay to
                the Executive advances, bonuses, options and other compensation in
                such
                amounts and on such terms as are described in Exhibit A
                hereto.

            


    

    


    
      	 	
              3.3

            	
              The
                Company will be entitled at any time during the Employment, and in
                all
                events on termination howsoever arising, to deduct from the Executive's
                compensation under this Agreement or from any other sums owed by
                the
                Company to the Executive any monies due from him to the Company,
                including, but not limited to, any outstanding loans or advances
                taken
                (including advances pursuant to Exhibit
                A).

            


    

    


    
      	
              4.

            	
              Benefits.

            


    

    


    
      	 	
              4.1

            	
              During
                the Employment, the Executive will be
                entitled:

            


    

    


    
      	 	
              4.1.1

            	
              to
                paid vacation during each year to be accrued and taken in accordance
                with
                the Company's vacation policy as set forth in the Company's Employee
                Manual;

            


    

    


    
      	
            	4.1.2	
              to
                payment of or reimbursement for health insurance premiums to continue
                (i)
                Executive’s health insurance in the form of his Medicare Supplement (at an
                annual cost at the present time of approximately $4,100.00) and (ii)
                his
                wife’s individual health insurance policy (at an annual cost at the
                present time of approximately $6,900.00);


            


    

    


    
      	
            	4.1.3	
              to
                reimbursement for the cost of Executive’s professional expenses (e.g.
                journals, professional societies) in the amount of no more than $4,000
                annually; and

            


    

     

    
      	 	
              4.1.4

            	
              for
                the Company to bear the costs of any reasonable and necessary costs
                for
                travel and lodging incurred by the Executive at the request of the
                Company. To the extent practicable, the Executive will make travel
                and
                lodging arrangements through the Company or agents designated by
                the
                Company. To the extent practicable, the Company shall bear such expenses
                for its own account. If it is not feasible for the Company to bear
                an
                expense directly for its own account, the Executive will submit expenses
                borne by the Executive for reimbursement of expenses. The
                Executive

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    shall
      provide receipts in support of any request hereunder for reimbursement of
      expenses. Individual expenses in excess of $200 must be arranged through the
      Company or agents of the Company and approved in advance by the Company in
      order
      to be eligible for reimbursement. Notwithstanding anything to the contrary
      set
      forth herein, the Executive will not be entitled to reimbursement for expenses
      incurred by the Executive (regardless of the dollar amount) that could
      reasonably have been arranged through the Company or agents of the Company
      and
      were not. 

    


    
      	5.	
              Termination

            


    

    


    
      	
            	5.1	
              Either
                party may terminate its obligations under this Agreement (except
                for the
                payment of sums having become due) in its or his absolute discretion,
                upon
                written notice to the other party of not less than ninety (90)
                days.

            


    

    


    
      	 	
              5.2

            	
              The
                Company may terminate its obligations hereunder for cause (effective
                immediately upon the giving of notice to the Executive except as
                set forth
                in Section 5.2.5) if the Executive shall
                have:

            


    

    


    
      	 	
              5.2.1

            	
              become
                disqualified or prohibited by law, rule or regulation from carrying
                out
                the material duties or functions he is employed under this Agreement
                to
                carry out; or

            


    

    


    
      	 	
              5.2.2

            	
              been
                convicted of any felony or other crime which has the effect of bringing
                the Company into disrepute; or

            


    

    


    
      	 	
              5.2.3

            	
              committed
                any act of misconduct in the course of the Employment which had the
                effect
                of bringing the Company into disrepute or which caused material harm
                to
                the Company; or

            


    

    


    
      	 	
              5.2.4

            	
              made
                any material misrepresentation in connection with his securing the
                Employment; or

            


    

    


    
      	 	
              5.2.5

            	
              failed
                to carry out any of the material duties provided in this Agreement
                to be
                performed by him after having received notice of such non-performance
                from
                the Board of Directors of the Company and after having had a reasonable
                opportunity, not to exceed 30 days, to cure the non-performance specified
                in such notice.

            


    

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    
      	
            	5.3	
              The
                Company may terminate its obligations hereunder for other than cause
                (effective immediately upon the giving of written notice to the Executive)
                if the Executive shall have:

            


    

    


    
      	 	
              5.3.1

            	
              been
                unable to perform his regular duties for the Company by reason of
                a
                disability for more than 9 months in any 12 month period;
                or

            


    

    


    
      	 	
              5.3.2

            	
              in
                the event of Executive's death.

            


    

    


    
      	 	
              5.4

            	
              The
                Executive may terminate his obligations under this Agreement upon
                written
                notice in the event of a material breach or default by the Company
                of any
                of its material obligations hereunder, provided that in respect to
                termination of this Agreement by the Executive pursuant
                hereto:

            


    

    


    
      	 	
              5.4.1

            	
              notice
                of termination given by the Executive hereunder shall not be effective
                unless the Executive first shall have given written notice to the
                Company
                specifying any breach or default by the Company and such breach or
                default
                shall not have been cured within 14 days after the receipt of such
                notice;
                and

            


    

    


    
      	 	
              5.4.2

            	
              not
                later than 14 days following the date of notice given by the Executive
                hereunder, the Company shall pay to Executive an amount equal to
                the sum
                of (i) the lesser of (x) $150,000 or (y) the aggregate amounts payable
                to
                Executive by way of base salary under Paragraph 3.1 from the date
                of such
                notice to the date on which this Agreement would have expired in
                accordance with its terms, plus (ii) all amounts earned or credited
                to the
                account of the Executive to the date of such notice under any bonus
                or
                other incentive or deferred compensation plan maintained by the Company
                but which were not paid to the Executive by reason of the delay or
                deferral provisions of such plan; payment of the amounts described
                in this
                subparagraph 5.4.2 shall be the Executive's exclusive right and remedy
                for
                breach of this Agreement and Executive shall not be entitled to any
                other
                damage or remedies for breach of this Agreement including equitable
                relief
                or special, incidental or consequential
                damages.

            


    

    


    
      	 	
              5.5

            	
              In
                the event of a termination by the Executive (except a termination
                pursuant
                to Section 5.4) or by the Company pursuant to Sections 5.2 or 5.3,
                the
                Executive shall receive only that portion of the Executive's salary
                due
                and owing as of his last day
                worked,

            


    

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    less
      any
      applicable set-off pursuant to Section 3.3. The Executive shall not be entitled
      to any bonus or incentive compensation.

    


    If
      the
      Company gives notice of termination of the Executive's employment pursuant
      to
      Section 5.1 (not under circumstances under which the Company could terminate
      its
      obligations for cause pursuant to Section 5.2 or to Section 5.3), the Executive
      shall be entitled to severance payments in the form of base salary continuation
      for the lesser of twelve months or the remainder of the term of this Agreement
      (which severance payments shall not include any bonus or incentive compensation
      other than amounts earned or credited to the account of the Executive to the
      date of such notice under any bonus or other incentive or deferred compensation
      plan maintained by the Company but which were not paid to the Executive by
      reason of the delay or deferral provisions of such plan).

    


    
      	 	
              5.6

            	
              Upon
                the Executive's ceasing to be an employee of the Company for any
                reason,
                the Executive will:

            


    

    


    
      	 	
              5.6.1

            	
              on
                or before the date upon which the Executive ceases to perform services
                as
                an employee of the Company ("Termination Date"), deliver up to the
                Company
                or its authorized representative all property, including (without
                limitation) all documents, copies of documents, records, keys,
                correspondence, discs, tapes, credit cards or other items in his
                possession which are the property of the Company or which were made
                by
                Executive from media which were the property of the
                Company;

            


    

    


    
      	 	
              5.6.2

            	
              not
                at any time wrongfully represent himself as being employed by or
                connected
                with the Company; and

            


    

    


    
      	 	
              5.6.3

            	
              make
                himself reasonably available to the Company and its counsel, without
                cost
                to the Executive, to provide information and testimony in connection
                with
                any litigation involving activities of the Executive while he was
                employed
                by the Company.

            


    

    


    
      	6.	
              Covenants

            


    

    


    
      	 	
              6.1

            	
              The
                Executive acknowledges that the Company has developed and/or possesses,
                and will continue to develop and/or possess, valuable business and
                scientific and technical information, including scientific, technical,
                medical, financial and other data; test formulations; research and
                development projects; devices,

            


    

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    methods,
      systems, solutions, processes and applications relating to the preparation,
      administration or delivery of formulations; and other know-how and trade secrets
      that are proprietary or are otherwise or a confidential nature (collectively,
      “Confidential Information”). The obligations set forth in this Section 6 with
      regard to Confidential Information shall not apply to information which is
      generally known to the public or in the future becomes generally known to the
      public other than through a direct or indirect breach of this Section 6 by
      the
      Executive.

    


    
      	 	
              6.2

            	
              The
                Executive agrees that all information, work product, data, equipment,
                methods, systems, expertise, know-how, solutions, processes, applications,
                inventions, discoveries, developments, concepts and ideas provided
                to or
                developed by the Executive in the course of his employment hereunder
                which
                relate to the Technology or which are based in whole or part on
                Confidential Developments (collectively, “Developments”), as well as
                embodiments and representations thereof (such as, for example, manuals,
                reports, schematics, drawings, blueprints, software, tapes and disks,
                workpapers, narratives, programming and manufacturing materials and
                visual
                aids)(collectively, “Materials”), whether or not patentable or protectable
                and whether or not conceived, developed or reduced to practice by
                Executive alone or in conjunction with others, or both, are exclusive
                property of the Company.

            


    

    


    
      	 	
              6.3

            	
              Consultant
                agrees (i) not to disclose (other than within the Company or to authorized
                representatives of the Company), utilize or exploit any Confidential
                Information, Developments or Materials without the prior consent
                of the
                Company, (ii) to take reasonable precautions against unauthorized
                disclosure of Confidential Information, Developments or Materials;
                (iii)
                to advise the Company of any Developments and will make prompt full
                written disclosure of same to the Company, (iv) at the request of
                the
                Company, to acknowledge in writing the Company’s full right, title and
                interest in and to all Developments and Materials and to assign worldwide
                rights in the same to the Company, and (v) at the Company’s cost and
                expense, to execute all and any applications for patents, trademarks,
                copyrights or other commercial protection and to do such other acts
                (including the execution and delivery of instruments of further assurance
                or confirmation) deemed by the Company to be necessary or desirable
                at any
                time or times in order to effect the full ownership and enjoyment
                of the
                Company of all Developments and
                Materials.

            


    

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    
      	 	
              6.4

            	
              At
                the termination of this Agreement, Executive will promptly return
                to the
                Company all Materials and all other writings and other tangible
                embodiments reflecting or containing Confidential Information or
                Developments.

            


    

     

    
      	 	
              6.5

            	
              The
                Executive undertakes that except as set forth at the end of this
                Section
                6.5, for a period of twelve months immediately following the Termination
                Date or if the Agreement has not yet expired, the period between
                the
                Termination Date and the expiration of the then remaining term of
                the
                Agreement, whichever is longer, he will
                not

            


    

    


    
      	 	
              6.5.1

            	
              induce
                or procure or attempt to induce or procure any person who on the
                Termination Date is an employee or consultant of or under contract
                of
                services to the Company to terminate such relationship, whether or
                not
                such person would commit any breach of his or her employment or
                appointment by reason of leaving the service of the
                Company;

            


    

     

    
      	 	
              6.5.2

            	
              accept
                into employment or otherwise engage or use the services of any person
                who
                is on the Termination Date an employee or consultant of the Company;
                or

            


    

     

    
      	 	
              6.5.3

            	
              compete
                with the Company, anywhere in Canada or the United States or in any
                other
                jurisdiction where the Company, during Executive's employment or
                at the
                time of his termination from employment engages in operations, either
                alone or together with another or others, for his own account or
                for the
                account of any entity, as an employee, partner, stockholder or other
                investor (other than as a stockholder or investor in an entity whose
                equity securities are publicly traded and in which he, together with
                other
                former employees of the Company, own less than two percent of the
                outstanding capital stock or other equity interests), agent or contractor
                of any other person (except for employment as an employee, and not
                as a
                consultant or independent contractor, by a single governmental entity).
                The term "compete with the Company” means to be involved or engaged in the
                development of non-injection methods of administering insulin (or
                any
                variants, analogs or mimetics thereof) or to be employed by or engaged
                as
                an advisor, consultant or director by any entity or person involved
                or
                engaged in such development. 

            


    

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

       

    

    
      	 	
              6.6

            	
              Each
                of the restrictions contained in this Paragraph 6 is considered by
                the
                parties to be reasonable in all the circumstances. However if any
                one or
                more of such restrictions shall be determined to be invalid by reason
                of
                breadth or duration, but would be valid and enforceable if any particular
                restriction or restrictions were modified, the offending restriction
                shall
                be deemed to be reduced to a scope or period which is valid, and
                as so
                reduced shall be binding and enforceable against the
                Executive.

            


    

     

    
      	 	
              6.7

            	
              Executive
                agrees that (i) upon his breach, threatened breach, or violation
                of any of
                his obligations set forth in this Section 6, the Company shall be
                entitled
                as a matter of right to obtain relief in any court of competent
                jurisdiction enjoining such breach, or violation, in addition to
                all other
                remedies provided to the Company at law, in equity or under this
                Agreement; and his obligations under this Section 6 shall survive
                the
                expiration or earlier termination of this
                Agreement.

            


    

     

    
      	 	
              6.8

            	
              Notwithstanding
                anything to the contrary elsewhere in this Agreement, all rights,
                obligations and waivers under Paragraphs 6 and 7 will continue in
                force in
                accordance with their terms after termination of the Employment for
                any
                reason and will be binding upon the Executive's personal
                representative(s), receiver or trustee (as the case may be), except
                in the
                case of a termination of this Agreement by the Executive pursuant
                to the
                terms of Paragraph 5.4.

            


    

    


    
      	
              7.

            	
              Miscellaneous

            


    

    


    
      	 	
              7.1

            	
              This
                Agreement sets out the entire terms and conditions of Employment
                and
                supersedes all prior agreements between Executive and the Company
                relating
                to the Executive's employment, consultancy with the Company or otherwise,
                and any variation or amendment of this Agreement shall be valid only
                if
                expressed in writing and signed on behalf of both the Executive and
                the
                Company.

            


    

    


    
      	 	
              7.2

            	
              To
                be effective all notices, consents, approvals and requests relating
                to
                this Agreement must be in writing and may be delivered in person
                or sent
                by certified mail, return receipt requested, or facsimile transmission
                to
                the party to be served.

            


    

    


    
      	 	
              7.3

            	
              This
                Agreement will be governed by and interpreted in accordance with
                the laws
                of the State of Delaware.

            


    

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    
      	
            	7.4	
              This
                Agreement is binding only upon the parties hereto, and may-not be
                assigned
                or transferred by either party, with the sole exception that the
                Company
                may assign its interests in this Agreement (i) pursuant to Paragraph
                1.4,
                above or (ii) to its secured lender for the purpose of obtaining
                financing
                and, in the event of such assignment, the secured lender may assign
                its
                interest in this Agreement to a buyer of the business of the
                Company.

            


    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto, intending to be legally bound, have executed this Agreement
      on
      the date first above written.

     

    GENEREX
      BIOTECHNOLOGY CORPORATION

     

     

    By: 
      /s/
      Anna
      E. Gluskin

      
        

      

    

    Anna
      E.
      Gluskin, President

     

     

    /s/
      Gerald Bernstein, M.D.

      
        

      

    

    GERALD
      BERNSTEIN, M.D.

     

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    


    Description
      of Compensation

    


    In
      addition to the compensation described in Section 3 of this Agreement, the
      Company will provide Executive with the following:

    


    
      	
              l

            	
              Discretionary
                cash bonuses in amounts, if any, to be determined for each fiscal
                year
                (from August 1 through July 31 of each year) by the Company’s Board of
                Directors within four months after the end of each such fiscal
                year.

            


    

    


    
      	
              l

            	
              Cash
                bonuses, if any, for any partial fiscal year will be prorated, except
                that
                for the fiscal year ended July 31, 2002, the Company will provide
                the
                Executive with service credit for the months of April, May, June
                and July
                and two additional months in recognition of his service at forty
                percent
                (40%) of full time as a consultant to the Company during the prior
                six
                months (i.e. for the year ended July 31, 2002, the Executive will
                be
                entitled to fifty percent (50%) of the full cash bonus rate, if any,
                set
                by the Company’s Board of
                Directors).

            


    

    


    
      	
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              Advances
                against potential cash bonuses in the sum of $2,500 per month shall
                be
                paid by the Company to the Executive with his base salary on an ongoing
                basis. Such advances will be credited as set-off against any cash
                bonus
                awarded. In the event that such cash bonuses for a particular fiscal
                year
                amounts to less than actual advances the Company provides to the
                Executive, then the net amount will be treated as set-off against
                the
                Executive’s base salary until the net amount is zero. The Company and the
                Executive may by mutual agreement decide to discontinue such
                advances.

            


    

    


    
      	
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              Options
                exercisable for the 50,000 shares of the Company’s common stock will be
                granted to the Executive for each contract year during the term of
                this
                Agreement. The options for each contract year will be granted on
                or before
                the end of each anniversary of the effective date of this Agreement.
                The
                options will be exercisable at the fair market value at the time
                of grant.
                The Board of Directors of the Company will determine the applicable
                fair
                market value in its discretion at the time of grant.