EXHIBIT 10.2

LOGO

September 1, 2009

James G. Bender, Ph.D.

3 Cloverdale

Rancho Santa Margarita, CA 92688

Dear Jim

This letter outlines the basis upon which ImmunoCellular Therapeutics, Ltd. (the Company) will continue to engage
you as its Vice President  Clinical Development.

1. Engagement. You will be engaged as Vice President
 Clinical Development of the Company for the term and upon the terms and conditions set forth herein, and you accept such offer of engagement. As the Vice President  Clinical Development, your duties will be those that are customary for
a Vice President  Clinical Development of a company such as the Company, including without limitation assisting the Company in developing and implementing clinical development plans and strategies for the Companys product candidates,
designing clinical trial protocols, securing and monitoring manufacturers for clinical supplies of product candidates, and communicating with the FDA on all matters relating to the Companys product candidates. You will report to the President
and Chief Executive Officer of the Company.

2. Term. The term of your engagement will be one year, commencing
on September 1, 2009, unless sooner terminated by you or the Company as set forth below in Section 7.

3.
Commitment/Part-time Status. For the compensation provided in Section 4, you will set aside and commit a minimum (on average) of two business days per week toward attending to the affairs of the Company as the Vice President
 Clinical Development. The Company recognizes and agrees that, due to your part-time status, you may accept other employment or consulting assignments concurrent with your engagement by the Company, which may include employment as an officer
of publicly-traded companies and/or employment by other companies engaged in biotech or pharmaceutical research and development, provided that you disclose such employment by any other company to the Company and such other companys activities
are not directly competitive with the Companys activities in the cancer vaccine field.

4. Compensation.
As payment in full for your services during the term of this Agreement, the Company shall compensate you as follows:

(a) The
Company will pay you a monthly cash payment of $6,000 for each month during the term of the Agreement;



LOGO



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James G. Bender, Ph.D.

September 1, 2009

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(b) the Company will grant you on the date of commencement of the term of this Agreement an
option to purchase 66,000 shares of the Companys common stock (the Option); and

(c) the Company will pay
you the following cash bonuses and the following shares issuable upon exercise of the Option will vest upon the Company achieving the following milestones (the Development Milestones) by the following dates:

(i) complete by December 31, 2009 the manufacturing of ICT-121 drug product in a form and quantity suitable and sufficient to conduct
a Phase I clinical trial for ICT-121 - $3,000 and 3,000 shares;

(ii) complete by March 31, 2010 all required in
vitro preclinical studies with final reports to support an IND filing for ICT-121 - $3,000 and 3,000 shares;

(iii) complete
by March 31, 2010 a mouse study and report to examine immunogenicity of mouse CD 133 peptide - $4,000 and 4,000 shares;

(iv) IND (or EU equivalent) for ICT-121 is cleared by June 30, 2010 - $10,000 and 10,000 shares;

(v) treat
first patient in ICT-121 Phase I trial within two months of IND clearance - $5,000 and 5,000 shares; and

(vi) complete
by June 30, 2010 the evaluation of Notch and Numb peptides to enable a go/no go decision on license option exercise - $5,000 and 5,000 shares.

The monthly cash compensation shall be paid on the last business day of each month, and the cash compensation for achieving the Development Milestones will be paid within 15 days of the Company achieving
those respective milestones. The Option will have a seven-year term commencing on the date of grant; will vest at the rate of 3,000 shares per month over the term of this Agreement as to 36,000 shares and will vest as to the remaining shares upon
achieving the respective Development Milestones as set forth above; will have an exercise price of the last reported trading price of the Companys common stock on the OTC Bulletin Board on September 1, 2009; and will have such other terms
and conditions as are included in the Companys standard nonqualified stock option agreement under its 2006 Equity Incentive Plan. The Company will have no obligation to pay you any of the cash compensation or vest any of the shares covered by
the Option specified in this Section 4 with respect to a Development Milestone that is not timely achieved for any reason, including a decision by the Company in its sole discretion to abandon the development of ICT-121 for any reason. You
acknowledge that you have been paid in full by the Company for all services rendered by you to the Company through August 31, 2009 and have been reimbursed by the Company for all expenses incurred through August 31, 2009.



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James G. Bender, Ph.D.

September 1, 2009

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5. Expenses. The Company will promptly reimburse you for all reasonable
business expenses incurred by you in connection with the business of the Company in accordance with regular Company policy regarding the nature and amount of expenses and the maintenance and submission of receipts and records necessary for the
Company to document them as proper business expenses. These expenses shall include, without limitation, out-of-pocket telephone, facsimile, office supplies and authorized travel expenses (including mileage to Cedars-Sinai Medical Center and to
clinical manufacturer sites) but shall not include rent, utilities or similar overhead expenses incurred by you to maintain your office space.

6. Indemnity. To the extent permitted by California law, you agree to indemnify and hold the Company harmless from and against any and all losses, damages, liabilities, costs, and expenses,
including attorneys fees, arising from or attributable to or resulting from your gross negligence or willful misconduct in rendering the services. You warrant and represent that you have full power and authority to enter into and perform this
Agreement and that your performance of this Agreement will not violate the provisions of any other agreement to which you are a party. The Company agrees to indemnify and hold you harmless from and against any and all claims, demands, causes of
action, losses, damages, liability, costs and expenses, including attorneys fees arising out of your services hereunder, other than those arising from or attributable to or resulting from your gross negligence or willful misconduct. The Company will
name you as an officer on any policy of directors and officers liability insurance it secures throughout the term of your engagement.

7. Termination. This Agreement and your rights and obligations hereunder shall, under any of the following circumstances, terminate in advance of the time specified in Section 2 above, and you shall have the right to
receive only your compensation that shall be accrued hereunder through the effective date of such termination and shall have no right to receive any further compensation hereunder from and after the time of such termination.

7.1 Death or Disability. This Agreement and your duties hereunder shall terminate immediately upon your death or upon your
becoming disabled and unable to perform your duties under this Agreement for more than a 30-day period.

7.2 Termination
by the Company. The Company may, at its option, terminate this Agreement and your duties hereunder by written notice to you at any time without cause upon 15 days written notice to you. If you are terminated without cause, in addition to all
accrued compensation, the Company shall grant you 50% of any unvested options as of the date of termination. The Company may terminate this Agreement for Cause (as hereinafter defined) at any time upon written notice to you. Cause as
used in this Agreement means that you, (i) after reasonable notice and warning, have failed to perform your assigned duties as defined in this Agreement, with such failure to be determined by the Board of Directors, (ii) have materially
breached any of the terms or conditions of this Agreement and have failed to correct such breach within 15 days following written notice from the Company of such breach, or (iii) have been charged with a felony or any intentionally fraudulent
act that materially damages, or may materially damage, the business or reputation of the Company.



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James G. Bender, Ph.D.

September 1, 2009

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7.3 Termination by the You. You may terminate this Agreement at any time upon
written notice to the Company if the Company shall have materially breached any of the provisions of this Agreement and has failed to correct such breach within 15 days following written notice from you of such breach.

8. Arbitration. In the event of any dispute under this Agreement, such dispute shall be resolved by binding arbitration with
JAMS/ENDISPUTE in Los Angeles, California. The arbitrator shall be a retired judge with at least five years of experience on the bench. This provision shall not be interpreted so as to require arbitration of claims that the state and/or Federal
Courts of California have ruled may not be the subjects of compelled arbitration in employment matters, nor shall it be interpreted so as to restrict any remedy, right of appeal or discovery device available to either party in a manner that violates
the rulings of the state and/or Federal Courts of California with respect to employment-related arbitration. This provision shall not be interpreted so as to preclude the making of reports to governmental offices, or to preclude either party from
seeking injunctive or provisional relief in a court of appropriate jurisdiction under such circumstances as may merit such relief.

9. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, you shall hold and keep secret and confidential all trade secrets (within the meaning of California law) and shall
use such information only in the course of performing your duties hereunder; provided, however, that with respect to trade secrets, you shall hold and keep secret and confidential such trade secrets for so long as they remain trade secrets under
California law. You shall maintain in trust all such trade secrets as the Companys property, including, but not limited to, all documents concerning the Companys business, including your work papers, telephone directories, customer
information and notes, and any and all copies thereof in your possession or under your control. Upon the expiration or earlier termination of your employment with the Company, or upon request by the Company, you shall deliver to the Company all such
documents belonging to the Company, including any and all copies in your possession or under your control.

10. No
Conflict. You represent that your performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence any proprietary information acquired by you in confidence prior to the date of this Agreement.
You have not brought and will not bring with you any equipment, supplies, facility or trade secret information of any current or former employer which are not generally available to the public.

11. License and Assignment of Rights. You acknowledge that all inventions, original works of authorship, developments,
concepts, know-how, improvements or trade secrets which are made by you (solely or jointly with others) within the scope of and as part of your serving as the Companys Vice President  Clinical Development (collectively referred to herein
as Inventions) are



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James G. Bender, Ph.D.

September 1, 2009

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works made for hire (to the greatest extent permitted by applicable law) and are compensated by the consideration provided by the Company as described in this Agreement, unless
regulated otherwise by the mandatory law of the State of California. You also agree and warrant that you will not use or incorporate third party proprietary materials into Inventions, disclose third party proprietary information to Company or
knowingly engage in any activities or use any facilities in the course of providing services under this Agreement that could result in claims of ownership to any Inventions being made by any third party.

12. Applicable Law. This Agreement shall be interpreted in accordance with the internal laws of the State of California.

We are delighted that you have agreed to continue to serve as our Vice President  Clinical Development and look forward
to working with you to advance the Companys clinical development programs.



Very truly yours,IMMUNOCELLULAR THERAPEUTICS, LTD.By:

/s/    Manish SinghManish Singh, Ph.D.President and Chief Executive Officer.




|                                                           
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|Agreed to and Accepted as of this 1st dayof September 2009.
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|/s/    James Bender                                        
|James G. Bender, Ph.D.