**EXHIBIT
      10.1**





**COOPERATIVE
      RESEARCH**


**AND
      DEVELOPMENT AGREEMENT**


**Project
      Title: Radiation, Cell Cycle and Protein Kinase C**




This
      Cooperative Research and Development Agreement (CRADA), takes effect as of
      the
      last dated signature, is entered into by and between Inhibetex Therapeutics,
      Inc., hereinafter referred to as IT, Inc., and the VA Medical Center, Tampa,
      FL,
      a laboratory of Department of Veterans Affairs, hereinafter referred to as
      VA.





A. **Whereas** ,
      the
      Congress in enacting the Federal Technology Transfer Act (FTTA) of 1986, Pub.
      L.
      No. 99-502, October 20, 1986, which was amended by Pub.L.No. 104-113, March
      7,
      1996, and Pub.L. No. 106-404, November 1, 2000, has found that Federal
      laboratories' developments and expertise should be made accessible to private
      industry, State and local governments, has declared that one of the purposes
      of
      such Act is to improve the economic, environmental and social well being of
      the
      United States by stimulating the utilization of Federally-funded technology
      developments by such parties;





B. **Whereas** ,
      the
      FTTA, among other technology transfer improvements, has provided each Federal
      agency with the authority to permit the directors of Government-operated Federal
      laboratories to enter into CRADAs with Federal or non-Federal entities,
      including private firms and organizations for the purposes of providing to
      or
      obtaining from collaborating parties, those resources, e.g., personnel,
      services, property, facilities, equipment and funds, (except that funds may
      only
      be obtained from collaborating parties and may not be provided to such
      collaborating parties) necessary to the conduct of specified research and
      development efforts, and may include the disposition of patent rights in
      inventions resulting from such collaboration;





**C.
      Whereas** ,
      Mr.
      Henry Fong from Inhibetex Therapeutics, Inc. has a Masters degree in Business
      Administration and the ability to market a PKC-iota inhibitor and Kit for
      detecting PKC-iota in malignant tumors to pharmaceutical companies. **** For
      more
      than 25 years Mr. Fong has been involved in the formation of, and early stage
      development of, numerous small-cap and mid-cap companies including those
      involved in biotech activities. During that time Mr. Fong was involved either
      directly, or indirectly, in raising more than $500 million in
      capital.





From
      1959
      to 1982 Mr. Fong served in various accounting, finance and budgeting positions
      with the Department of the Air Force. During the period from 1972 to 1981 he
      was
      assigned to senior supervisory positions at the Department of the Air Force
      headquarters in the Pentagon. In 1978, he was selected to participate in the
      Federal Executive Development Program and in 1981, he was appointed to the
      Senior Executive Service. In 1970 and 1971, he attended the Woodrow Wilson
      School, Princeton University and was a Princeton Fellow in Public Affairs.
      Mr.
      Fong received the Air Force Meritorious Civilian Service Award in 1982. Mr.
      Fong
      is a certified public accountant. In March 1994, Mr. Fong was one of twelve
      CEOs
      selected as Silver Award winners in FINANCIAL WORLD magazine's corporate
      American "Dream Team."

















D. **Whereas** ,
      VA
      possesses certain advanced scientific skills, facilities, special information,
      and know-how pertaining to the Technology. This includes the knowledge and
      preliminary data to support the concept that in brain cancer cells (glioma),
      two
      isozymes of PKC (PKC-beta II and PKC-iota) directly or indirectly activates
      the
      enzyme CAK (cyclin dependent kinase activating kinase), one of the primary
      enzymes that regulates the cell cycle; Mildred Acevedo-Duncan has performed
      substantial research and development of a model involving brain cancer cells
      (glioma) proliferation and has shown that two isozymes of protein kinase C
      (PKC;
      PKC-beta II and PKC-iota) directly or indirectly activates the enzyme CAK
      (cyclin dependent kinase activating kinase), one of the primary enzymes that
      regulates the cell cycle, Dr. Acevedo-Duncan has the knowledge to model
      PKC- ι’s ** structure
      inorder to establish target inhibition sites, develop PKC-ι ** inhibitors
      for their antiproliferative effects on brain cancer cells and has substantial
      expertise in the generation and characterization of efficacy and safety
      hereinafter referred to as "the Technology";





E. **Whereas** ,
      VA
      desires to pursue the development of the Technology with the final objective
      of
      developing therapeutic reagents consisting of a PKC-iota inhibitor to inhibit
      cancer cell proliferation. The immediate objective of this CRADA is to first
      develop a mechanism to establish how PKC-beta II and PKC-iota directly or
      indirectly activates the enzyme CAK.





F. **Whereas** ,
      the VA
      is interested in the further development of the Technology and its utilization
      by veterans and others.





G. **Whereas** ,
      IT, Inc
      desires to provide resources for VA's further development of the Technology
      and
      subsequently, upon the successful completion of development, carry out a plan
      for marketing, on a commercial availability basis, [a PKC-iota inhibitor and
      a
      brain cancer PKC-beta II and/or PKC-iota marker diagnosis test];





H. **Whereas** ,
      VA
      views its collaboration with IT, Inc to develop the Technology and the
      commitment of IT, Inc. to fund
      the commercial development and ultimately develop and
      undertake its marketing plan and make the Technology available for use, to
      be in
      the furtherance of the public interest.





Now,
      therefore, the parties hereto agree as follows:





**ARTICLE
      I. DEFINITIONS**





As
      used
      in this Agreement, the following terms shall have the following meanings and
      such meanings should be equally applicable to both the singular and plural
      forms
      of the terms defined:





1.1 **CRADA
      (Cooperative Research and Development Agreement** **)** means
      this agreement as used herein.





1.2 **Invention** means
      any invention or discovery which is or may be patented or otherwise protected
      under title 35 of the United States Code or any novel variety of plant which
      is
      or may be protected under the Plant Variety Protection Act (7 U.S.C. 2371 et
      seq.).





1.3 **Laboratory
      Director** means
      the director of the VA medical center that is a party to this
      Agreement.





1.4 **Made** in
      relation to any invention means the conception or first actual reduction to
      practice of such invention.








1.5 **Principal
      Investigator(s** **)** means
      those persons designated under Article 2.3 hereof, and by name or position
      in
      the Statement of Work (SOW) by the Parties to this CRADA who will be responsible
      for the scientific and technical conduct of the research under this
      CRADA.





1.6 **Proprietary/Confidential
      Information** means
      information which embodies trade secrets developed at private expense or which
      is confidential science, business or financial information provided that such
      information:





1.6.1
      Is
      not publicly known or available from other sources that are not under a
      confidentiality obligation to the source of the information;





1.6.2
      Has
      not been made available by the owners to others without a confidentiality
      obligation;





1.6.3
      Is
      not already available to the Government without a confidentiality obligation;
      or,





1.6.4
      Is
      not related to potential hazards or cautionary warnings associated with the
      production, handling or use of the subject matter of this CRADA.





1.7 **Statement
      of Work** identifies the main research goals to be achieved under this CRADA, together
      with time estimates, methodology, individuals and facilities responsible in
      attempting to achieve the research goals under this CRADA.





1.8 **Subject
      Data** means
      all recorded information first produced in the performance of this CRADA by
      the
      parties.





1.9 **Subject
      Invention** means
      any invention of the parties, conceived or first actually reduced to practice
      in
      the performance of work under this CRADA.





1.10
            **Pre-existing
                Inventions**that are directly related and basic to the work to be accomplished
                under
                this CRADA is co-owned by the VA and the University of South Florida
                VA
                Invention Disclosure 04-121 'Association of PKC-iota with CAK in
                Malignant
                Cells'.





**1.11**
            **VA
                Employee includes any employee who has a VA appointment**





**ARTICLE
      II. COOPERATIVE RESEARCH**


**2.1
      Statement of Work** .





2.1.1
      Cooperative research performed under this CRADA shall be performed in accordance
      with the Statement of Work (SOW) attached hereto as Appendix
      A, Statement of Work to
      CRADA. Such SOW will include time estimates for completion of each phase of the
      SOW; as well as a time estimate for completion of the research project being
      performed under this CRADA.








2.1.2
      Consistent with the SOW, VA agrees to perform the cooperative research and
      to
      utilize such personnel, resources, facilities, equipment, skills, know-how
      and
      information as it considers necessary, consistent with





its
      own
      policies, missions and requirements. IT, Inc. agrees to provide personnel,
      resources, etc., and funds as set forth in Article 4.





2.1.3 **Recommendations
      for modification(s) to the SOW shall be submitted jointly by the Principal
      Investigators (PI) to the signatories of this CRADA. Changes in the SOW shall
      be
      made consistent with the requirements for amendment(s) set forth under Paragraph
      13.6.**





2.2 **Review
      of Work** .
      Periodic conferences shall be held between VA (Dr. Acevedo-Duncan) and IT,
      Inc.
      personnel for the purpose of reviewing the progress of work; however, VA shall
      have exclusive control and supervision over the conduct of all cooperative
      research. It is understood that the nature of this cooperative research is
      such
      that completion within the period of performance specified, or within the limits
      of financial support allocated, cannot be guaranteed. Accordingly, it is agreed
      that all cooperative research is to be performed on a "best efforts"
      basis.





2.3 **Principal
      Investigation** .
      The
      work will be performed under the primary supervision of Mildred Acevedo-Duncan,
      who as VA’s principal investigator has the responsibility for the scientific and
      technical conduct of this project. The principal investigator for IT, Inc.
      is
      Henry Fong or designee.





ARTICLE
      III. REPORTS


3.1 **Semi-Annual
      Reports** .
      Commencing 6 months after the effective date, Mildred Acevedo-Duncan shall
      submit to each party semi-annual written reports during the term of this
      Agreement on the progress of its work and the results being obtained and shall
      make available, to the extent reasonably requested, other project information
      in
      sufficient detail to explain the progress of the work. Monthly reports or
      reports as needed may be submitted to IT, Inc.





3.2 **Final
      Reports** .
      VA
      shall submit a final report of its results within 4 months after completing
      the
      SOW, or the termination of this CRADA.





**ARTICLE
      IV. FINANCIAL AND STAFFING OBLIGATIONS**





4.1 **Advance
      Payment.** The
      performance of research by VA under this CRADA is conditioned on the provision
      of funds from IT, Inc. to be distributed by amount in the timeframe established
      in the SOW Appendix A





4.2 **Deposit
      Account** .
      IT,
      Inc. may, at its discretion, provide additional future funding to VA for the
      research being performed under this CRADA; however, IT, Inc ’s contribution, at
      this time, is limited to $313,685 per year for 3 years. The amount and timeframe
      for distribution of funds is established in the SOW Appendix A.





**4.2.1** IT,
      Inc.’s provision of funding for the research being performed under this CRADA
      will be administered by the Affiliated Research Foundation in accordance with
      the VHA Handbook on Research Business Operations. Funds must be sent per the
      distribution schedule in Appendix A. to Jack Hern Executive Director James
      A.
      Haley Veterans Research & Education Foundation (JAHVREF)


13000BruceB.DownsBlvd


VAR151-J,
      Room 208C, Tampa, Florida, 33612


Office
      813-972-2000 ext 7003








4.2.2
      Responsibility for all costs associated with the maintenance and transportation
      of capital and other equipment used under this CRADA will remain with the party
      having title to such equipment.





4.2.3
      VA
      shall not be obligated to perform any of the research specified herein or to
      take any other action required by this CRADA if the agreed-to funds are not
      deposited as required by this Article and in accordance with the distribution
      schedule in Appendix A. All required payments by IT, INC. to VA shall be paid
      in
      U.S. dollars by check or bank draft drawn on a US bank and sent as directed
      in
      4.2.1. The first page of this CRADA must accompany each check.





4.3 **Insufficient
      and Excess Funds** .
      VA
      shall not be required to continue its research and development activities under
      this CRADA if its funding is insufficient. Should IT, Inc. provide funds to
      cover all or part of VA's costs, such IT, Inc. funds that are not expended
      shall
      be returned to JAHVREF, Inc. upon VA's submission of a final fiscal report
      to
      IT, Inc., except for staffing support pursuant to Article 10.3. Notwithstanding
      any other provision of this CRADA, IT, Inc. acknowledges that the U.S.
      Government will have the authority to retain and expend any excess funds for
      up
      to one (1) year subsequent to the expiration or termination of the CRADA to
      cover any costs incurred during the term of the CRADA in undertaking the work
      set forth in the SOW.





4.4 **Accounting
      Records** .
      JAHVREF
      shall maintain separate and distinct current accounts, records, and other
      evidence supporting all its expenditures under this CRADA. VA shall provide
      IT,
      Inc. with a report within three (3) months after completing the SOW or ending
      its research activities under this CRADA. Those accounts and records of IT,
      Inc.’s funds shall be available for reasonable inspection and copying by IT,
      Inc. and its authorized representative.





**ARTICLE
      V. TITLE TO PROPERTY**


5.1 **Capital
      Equipment**




5.1.1
      All
      capital equipment acquired under this CRADA and all Government Furnished
      Equipment (GFE), if any, shall be the property of VA, except that title to
      items
      of equipment purchased by IT, Inc., provided to VA by IT, Inc., or acquired
      by
      VA with funds supplied by IT, Inc. shall remain or vest in IT, Inc. Co-developed
      equipment shall follow the rules set in section VI. Any GFE shall be used solely
      for the performance of the effort contemplated by this CRADA. [list
      equipment]





5.1.2
      Upon completion of the research by VA, and in accordance with the provisions
      of
      Article 4.2.2, IT, Inc. shall be responsible for all costs attendant to the
      maintenance, removal, storage and shipping of identified capital
      equipment.





**ARTICLE
      VI. PATENT RIGHTS, COPYRIGHTS & TRADEMARKS**





6.1 **Reporting** .
      VA
      shall promptly report to IT, Inc. each Subject Invention reported to VA by
      its
      employees. IT, Inc. shall promptly report to VA each Subject Invention reported
      to IT, Inc. by any of its employees. Such reports shall be treated as
      "Proprietary/Confidential Information" in accordance with the provisions of
      Article 8.3.





6.2 **Employee
      Inventions.** VA, on
      behalf of the U.S. Government, agrees that IT, Inc. shall have right, title
      and
      interest to any subject invention made solely by IT, Inc. employees. However,
      VA
      shall retain, as consideration for its contribution towards development of
      a
      subject invention, a nonexclusive, nontransferable, irrevocable, paid-up license
      to practice or have practiced the invention throughout the world by or on behalf
      of the Government. Should IT, Inc. elect not to retain right, title and interest
      to subject invention, under this agreement, it agrees to assign right, title
      and
      interest to the subject invention to the VA.





6.3. **VA
      Employee Inventions** .
      As
      appropriate, VA shall retain right, title and interest to any subject invention
      made solely by a VA employee. VA agrees to timely file patent applications
      on
      such subject invention at its own expense. Should VA elect not to retain right,
      title and interest to a subject invention under this paragraph, it agrees,
      to
      assign right, title and interest to IT, Inc. subject to the provisions of
      paragraph 6.7 and the reservation by the Government of a nonexclusive,
      nontransferable, irrevocable, paid-up license to practice or have practiced
      the
      invention throughout the world by or on behalf of the Government.





6.4 **Joint
      Inventions** .
      The VA
      and IT, Inc. will be co- owners to each subject invention made jointly IT,
      Inc.
      Corporation and one or more VA employees.





6.5 **Filing
      of Patent Applications.** If IT,
      Inc. elects not to file a patent application on a subject invention; it so
      must
      advise the VA within 90 days from the date it reports the subject invention.
      Thereafter, VA may elect to file patent applications on such subject invention.
      In the event neither of the parties to this agreement elects to file a patent
      application on a subject invention, either or both (if a joint invention) may
      release the right to file to the inventor(s) with a nonexclusive,
      nontransferable, irrevocable, paid-up license in each party for research,
      education or US Government purposes **(see
      e.g., 37 C.F.R. § 501.6 and 38 C.F.R. § 1.655)**





6.6 **Patent
      Expenses** .
      The
      expenses attendant to the filing of patent applications as specified in
      paragraph 6.5, shall be borne by the party filing the patent application. Each
      party shall provide the other party with copies of the patent applications
      it
      files on any subject invention along with the power to inspect and make copies
      of all documents retained in the official patent application files by the
      applicable patent office.





6.7 **Payments
      of Royalties** .
      Corporation shall distribute royalty payments in accordance with the terms
      defined in the license or other such agreement at the time of election and
      execution. Such license agreement will adhere to the provisions of Article
      VII.





6.8
      Copyrights:





6.8.1
      Work under this CRADA may **generate
      intellectual property that can be copyrighted by**


**the
      non-government partner, to include software (17 USC 106).**





**6.8.2
      IT, Inc. grants to the US Government a nonexclusive, irrevocable, paid-up,
      license in such copyrighted works resulting from the work accomplished under
      this CRADA.**





6.8.3
      Company shall include the following statement on any copyrighted work(s) created
      in the performance of this CRADA:





“ *The
      US Government has a copyright license in this work pursuant to a Cooperative
      Research and Development Agreement with the U.S. Department of Veterans
      Affairs.”*





6.9
      Trademarks and Service Marks:





**6.9.1
      Ownership of Trademarks and Service Marks. The Party first establishing a
      trademark or service mark for goods or services with which the mark is used
      shall be considered the owner of the mark.**





6.9.2
      Obligation of Employees to Report Trademarks and Service Marks. Employees of
      both Parties shall report the adoption of a trademark or service mark associated
      with the CRADA to their employer within thirty (30) days of the first use of
      the
      mark. Use includes internal use of any product or service of the
      CRADA.





6.9.3
      Obligation of Parties to Notify Each Other. Each Party shall notify the other
      Party within thirty (30) days of their employee’s report of the first use of a
      trademark or service mark.





6.9.4
      Responsibility for Filing an Application for Trademark or Service Mark. The
      Party owning a trademark or service mark shall establish the use of the mark
      in
      intra- and interstate commerce and shall be responsible for filing all
      applications for trademark or service mark registration as
      appropriate.





**6.9.5
      License to Use Trademark or Service Mark. The Party owning the trademark or
      service mark shall grant a paid-up, irrevocable, nonexclusive license to the
      other Party for use of the trademark or service mark on the goods or services
      for which the mark is intended to be used.**








**ARTICLE
      VII. LICENSING**





7.1 **License
      for VA Employee Inventions and Joint Inventions** .
      In the
      exercise of licenses provided pursuant to Articles 6.3 and 6.4, the Government
      shall not publicly disclose trade secrets or commercial financial information
      that is privileged or confidential within the meaning of 5 U.S.C. § 552(b)(4) or
      which would be considered as such if it had been obtained from a non-Federal
      party. Such disclosures will be consistent with the requirements Articles 8.3
      and 8.4.2.





**7.1.1
      For VA employee or co-owned patents, VA grants to IT, Inc. an exclusive option
      to elect an exclusive, or partially exclusive license to commercialize any
      subject invention valid for 60 days from the date of patent filing. If IT,
      Inc.
      elects to license the inventions within this time period, this license will
      substantially follow the VA model on the web site -** **http://www.vard.org/tts/page/page.html** **;
      VA and IT, Inc. will negotiate for a period of 6 months. If no agreement is
      reached within that time period, IT, Inc. may elect to extend this time period
      for a fee, to be negotiated by the parties. If an agreement is still not
      reached, then VA will be free to pursue other options.**





**7.1.2
      For preexisting inventions, in particular the pre-existing
      Inventions** that are
      directly related and basic to the work to be accomplished under this CRADA
      is
      co-owned by the VA and the University of South Florida (USF) VA Invention
      Disclosure 04-121 'Association of PKC-iota with CAK in Malignant Cells'. ****





**7.1.3
      If, and only if, an exclusive license is granted, IT, Inc. shall be responsible
      for all VA past and future out-of-pocket expenses in connection with the
      preparation, filing, prosecution and maintenance of subject patent. If a
      partially exclusive, or non-exclusive license is granted to IT, Inc., then
      a
      percent of the patent costs will be the responsibility of IT, Inc. to be
      negotiated at the time of executing the license.**





7.2 **Third
      Party License** .
      Pursuant to 15 U.S.C. § 3710a (b)(1)(B), if VA assigns title or grants an
      exclusive license to a subject invention made wholly by VA employees or jointly
      with IT, Inc. under this CRADA, pursuant to Articles 6.3 and 6.4, the Government
      shall retain the right to require **IT, Inc.** to grant
      to a responsible applicant a nonexclusive, partially exclusive, or exclusive
      license to use the invention in the applicant’s licensed field of use on terms
      that are reasonable under the circumstances; or, if **IT,
      Inc.** fails
      to
      grant such a license, to grant the license itself. The Government may exercise
      its rights retained herein only in exceptional circumstances and only if the
      Government determines that (i) the action is necessary to meet health or safety
      needs that are not reasonably satisfied by **IT,
      Inc.** ,
      (ii)
      the action is necessary to meet requirements for public use specified by Federal
      regulations, and such requirements are not reasonably satisfied by **IT,
      Inc.** ;
      or,
      (iii) **IT,
      Inc.** has
      failed to comply with an agreement containing provisions described in 15 U.S.C.
      § 3710a(c)(4)(B). The determination made by the Government under this Article
      is
      subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).





7.3 **Joint
      Inventions Not Exclusively Licensed** .
      In the
      event that IT, Inc. does not acquire an exclusive commercialized license to
      intellectual property rights in all fields that involve the joint subject
      inventions described in Article 6.4, then each Party shall have the right to
      use
      such joint subject inventions and to license their use to others in all fields
      not exclusively licensed to IT, Inc. The Parties may agree to a joint licensing
      approach for such intellectual property rights.





7.4 **Enforcement** .
      A
      collaborating party in an exclusive license in any invention made under this
      CRADA shall have the right of enforcement under chapter 29 of title 35, United
      States Code.








**ARTICLE
      VIII. DATA AND PUBLICATION**





8.1 **Rights** .
      VA and
      IT, Inc. agree to exchange all subject data produced in the course of research
      under this CRADA, whether developed by VA (except to the extent that such
      subject data is subject to a claim of confidence or privilege by a third party),
      by IT, Inc., or jointly by VA and IT, Inc. The Parties to the CRADA will share
      research materials equally unless other disposition is agreed to by the Parties.
      All Parties to this CRADA will be free to use the subject data and research
      materials for their own purposes, consistent with their obligations under this
      CRADA.





8.2 **Ownership
      of Subject Data and Research Materials** .
      Subject
      to the sharing requirements of Article 8.1, the producing Party will retain
      ownership of and title to all subject data and all research materials produced
      solely by their investigators. Jointly developed subject data and research
      materials will be jointly owned.





8.3 **Proprietary
      Information** .
      IT,
      Inc. shall place a proprietary notice on all information it delivers to VA
      under
      this CRADA, which it asserts is proprietary. VA agrees that any information
      designated as proprietary, which is furnished by IT, Inc. to VA under this
      CRADA, or in contemplation of this CRADA, shall be used





by
      VA
      only for the purpose of carrying out this CRADA. Information designated as
      proprietary shall not be disclosed, copied, reproduced or otherwise made
      available in any form whatsoever to any other person, firm, corporation,
      partnership, association or other entity without the consent of [the Company]
      except as such information may be subject to disclosure under the Freedom of
      Information Act (FOIA) (5 U.S.C. § 552). VA agrees to use its best efforts to
      protect information designated as proprietary from unauthorized disclosure.
      IT,
      Inc. agrees that VA is not liable for the disclosure of information designated
      as proprietary which, after notice to and consultation with IT, Inc., VA
      determines may not lawfully be withheld or which a court of competent
      jurisdiction requires to be disclosed.





8.4 **Release
      Restrictions** .
      VA
      shall have the right to use all subject data for any governmental purpose,
      but
      shall not release such subject data publicly except:





8.4.1
      VA,
      when reporting on the results of sponsored research, may publish Subject Data,
      subject to the provisions of paragraph 8.5, and provided **IT,
      Inc.** is given
      a 90-day opportunity to review the manuscript and provide suggestions before
      publication; and





8.4.2
      VA
      may release such subject data where such release is required pursuant to a
      request under FOIA (5 U.S.C. § 552); provided, however, and consistent with
      FOIA, such data shall not be released to the public if a patent application
      is
      to be filed (35 U.S.C. § 205) until the party having the right to file has had a
      reasonable time to file.





8.5 **Publication** .
      VA and
      IT, Inc. agree to confer and consult prior to the publication of subject data
      to
      assure that no proprietary information is released and that patent rights are
      not jeopardized. If no such review is made, each party shall be offered an
      ample
      opportunity to review such proposed publication and to file patent applications
      in a timely manner, if it is so entitled under this CRADA.





**ARTICLE
      IX. REPRESENTATIONS AND WARRANTIES**





9.1 **Representations
      and Warranties of VA** .
      VA
      hereby represents and warrants to IT, Inc. as follows:





9.1.1 **Organization** .
      The VA
      Medical Center, Tampa, FL, is a Federal laboratory of VA, is wholly owned by
      the
      Government of the United States, and a substantial purpose of the medical center
      is the performance of research, development, evaluation, or engineering by
      employees of said Government;





9.1.2 **Mission.** The
      performance of the activities specified by this CRADA is consistent with the
      mission of VA.





9.1.3 **Authority.** The VA
      official executing this CRADA has the requisite authority to do so. The Office
      of General Counsel (OGC) (024), VA Central Office, retains the right to modify
      or reject this CRADA within 30 days of receipt of the CRADA. Any rejection
      or
      modification will be accompanied by a written explanation to the laboratory
      head
      and IT, Inc.





9.1.4 **Statutory
      Compliance** .
      The
      laboratory head, prior to entering into this CRADA, has given special
      consideration to entering into CRADAs with small business firms and consortia
      involving small business firms.





9.2 **Representations
      and Warranties of** IT, Inc.
      hereby represents and warrants to VA as follows:





9.2.1 **Corporate
      Organization. IT, Inc.** ,
      as of
      the date hereof, is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Colorado NEEDS TO BE COMPLETED BY IT,
      INC., in the USA. It is/ is not classified as a small business in the
      US.





9.2.2 **Power
      and Authority** .
      IT,
      Inc. has the requisite power and authority to enter into this CRADA and to
      perform according to the terms thereof.





9.2.3 **Due
      Authorization** .
      The
      Board of Directors and stockholders of IT, Inc. have taken all actions required
      to be taken by law, IT, Inc.’s Certificate or Articles of Incorporation, its
      bylaws or otherwise, to authorize the execution and delivery of this
      CRADA.





9.2.4 **No
      Violation** .
      The
      execution and delivery of this CRADA does not contravene any material provision
      of, or constitute a material default under any material agreement binding on
      IT,
      Inc. or any valid order of any court, or any regulatory agency or other body
      having authority to which IT, Inc. is subject.





9.2.5 **IT,
      Inc.**  **certifies
      that they are in good standing to do business with the federal government
      regarding debarment, suspension, proposed debarment or other matters rendering
      them ineligible**





**ARTICLE
      X. TERMINATION**





10.1 **Termination
      by Mutual Consent** .
      IT,
      Inc. and VA may elect to terminate this CRADA, or portions thereof, at any
      time
      by mutual consent in writing. In such event the Parties shall specify the
      disposition of all property, patents and other results of work accomplished
      or
      in progress, arising from or performed under this CRADA. Upon a termination
      by
      mutual consent which has been reduced to writing, VA shall not make any new
      commitments and shall, to the extent feasible, cancel all outstanding
      commitments that relate to this CRADA or portions thereof mutually terminated
      by
      the termination date, or as soon thereafter as feasible.





10.2 **Termination
      by Unilateral Action** .





10.2.1 **Written
      Notice** .
      Either
      Party may unilaterally terminate this entire CRADA at any time by giving the
      other Party written notice, not less than 30 days prior to the desired
      termination date.





10.2.2 **New
      Commitments** .
      Neither
      VA nor **IT,
      Inc.** shall
      make any new commitments after receipt of a written termination notice from
      either party to this CRADA and shall, to the extent feasible, cancel all
      outstanding commitments and contracts by the termination date.





10.3 **Staffing** .
      If this
      CRADA is mutually or unilaterally terminated prior to its expiration, funds
      will
      nevertheless remain available to VA for continuing any staffing commitment
      made
      by IT, Inc. pursuant to Article 4.3 above, if applicable, for a period of six
      (6) months after such termination. If there are insufficient funds to cover
      this
      expense, IT, Inc. agrees to pay the difference.





10.4 **Termination
      Costs** .
      Within
      90 days following termination of this CRADA, VA shall submit a statement of
      all
      costs incurred prior to the date of termination and for all termination costs
      for removal of abandoned property. Any unspent funds provided to VA by IT,
      Inc.
      shall be used to fund termination costs.





In
      the
      event such funds are insufficient to cover all the termination costs, IT, Inc.
      agrees to promptly meet with VA to reach a settlement agreement regarding the
      payment of the remaining termination costs.





**ARTICLE
      XI. DISPUTES**





11.1 **Settlement.** Any
      dispute arising under this CRADA which is not disposed of by agreement shall
      be
      submitted jointly to the signatories of this CRADA. A joint decision of the
      signatories or their designees shall be the disposition of such dispute. Nothing
      in this Article shall prevent any Party from pursuing any additional
      administrative remedies that may be available and, after exhaustion of such
      administrative remedies, pursuing all available judicial remedies.





11.2
      VA
      policy is to try to resolve all issues arising from or related to a Cooperative
      Research and Development Agreement by mutual agreement. VA and IT, Inc. are
      therefore encouraged to use **Alternative
      Dispute Resolution (ADR)** procedures to the maximum extent practicable. ADR procedures are any voluntary
      means used to resolve issues in controversy without resorting to formal
      administrative appeals or to litigation. The ADR procedures or techniques to
      be
      used may either be agreed upon by VA and IT, Inc. in advance or may be agreed
      upon at the time the parties elect to use ADR procedures. If VA and IT, Inc.
      are
      not able to resolve an issue through unassisted negotiations, the VA signatory
      shall encourage IT, Inc. to enter into ADR procedures. Nothing in this section
      is intended to limit a recipient’s right to any remedy under the
      law.





11.3 **Continuation
      of Work** .
      Pending
      the resolution of any dispute or claim pursuant to this Article, the Parties
      agree that performance of all obligations shall be pursued diligently in
      accordance with the direction of the VA signatory named in Article
      2.3.





**ARTICLE
      XII. LIMITATION OF LIABILITY**





12.1 **Property** .
      The
      U.S. Government shall not be responsible for damages to any of IT, Inc.’s
      property provided to VA, where IT, Inc. retains title to the property, or any
      property acquired by IT, Inc. for its own use pursuant to this CRADA.





12.2 **No
      Warranty** .
      Except
      as specifically stated in Article 9, VA makes no express or implied warranty
      as
      to any matter whatsoever, including the conditions of the research or any
      invention or product, whether tangible or intangible, made or developed under
      this CRADA, or the ownership, merchantability, or fitness for a particular
      purpose of the research or any invention or product.





12.3 **Force
      Majeure** .
      Neither
      Party shall be liable for any unforeseeable event beyond its reasonable control
      not caused by the fault or negligence of such Party, which causes such Party
      to
      be unable to perform its obligations under this CRADA (and which it has been
      unable to overcome by the exercise of due diligence), including, but not limited
      to, flood, drought, earthquake, storm, fire, pestilence, lightning and other
      natural catastrophes, epidemic, war, riot, civic disturbance or disobedience,
      strikes, labor dispute, or failure, threat of failure, or sabotage of the VA
      facilities, or any order or injunction made by a court or public agency. In
      the
      event of the occurrence of such a force majeure event, the Party unable to
      perform shall promptly notify the other Party. It shall suspend performance
      only
      for such period of time as is necessary as a result of the force majeure
      event.





**ARTICLE
      XIII. MISCELLANEOUS**





13.1 **Governing
      Law** .
      The
      construction validity, performance and effort of this CRADA for all purposes
      shall be governed by Federal law, as applied by the Federal Courts in the
      District of Columbia. Federal law and applicable regulations will preempt any
      conflicting or inconsistent provisions in this CRADA.





13.2 **Entire
      Agreement** .
      This
      CRADA constitutes the entire agreement between the Parties concerning the
      subject matter hereof and supersedes any prior understanding or written or
      oral
      agreement relative to said matter.





13.3 **Headings** .
      Titles
      and headings of the articles and subarticles of this CRADA are for convenient
      reference only, and do not form a part of this CRADA and shall in no way affect
      the interpretation thereof.





13.4 **Waivers.** None of
      the provisions of this CRADA shall be considered waived by any Party hereto
      unless such waiver is given in writing to all other Parties. The failure of
      any
      Party to insist upon strict performance of any of the terms and conditions
      hereof, or failure or delay to exercise any rights provided herein or by law,
      shall not be deemed a waiver of any rights of any Party hereto.





13.5 **Severability** .
      The
      illegality or invalidity of any provisions of this CRADA shall not impair,
      affect or invalidate any of the other provisions of this CRADA.





13.6 **Amendments** .
      If any
      Party desires a modification in this CRADA, the Parties shall, upon reasonable
      notice of the proposed modification by the Party desiring the change, confer
      in
      good faith to determine the desirability of such modification. Such modification
      shall not be effective until a written amendment is signed by all the
      signatories hereto, or by their representatives duly authorized to execute
      such
      amendment.





13.7 **Assignment** .
      Neither
      this CRADA nor any rights or obligations of any Party hereunder shall be
      assigned or otherwise transferred by any Party without the prior written consent
      of the other Party or Parties.





13.8 **Notices** .
      All
      notices pertaining to or required by this CRADA shall be in writing and shall
      be
      signed by an authorized representative and shall be delivered by hand or sent
      by
      certified mail, return receipt requested, with postage prepaid, addressed as
      follows:








13.8.1


If
      to
      [IT, Inc.]:


Inhibetex
      Therapeutics Corporation, Inc.


500
      S.
      Australian Ave. # 625


West
      Palm
      Beach, FL 33401-6223


Attn:
      Mr.
      Henry Fong








13.8.2
      If
      to VA: Director





VA
      Medical Center


13000
      Bruce B. Downs Blvd.


Tampa,
      FL. 33612


_________________


Attn:
      Lynette A. Roff





13.8.3
      Any Party may change such address by notice given to the other Party or Parties
      in the manner set forth in Article 13.6.





13.8.4
      Notices regarding the exercise of license options shall be made pursuant to
      Article XII





13.9 **Independent
      Contractors** .
      The
      relationship of the Parties to this CRADA is that of independent contractors
      and
      not as agents of each other or joint venturers or partners. VA shall maintain
      sole and exclusive control over its personnel and operations.





13.10 **Use
      of Endorsements and Credits** .
      By
      entering into this CRADA, VA neither directly, nor indirectly, endorses any
      products or services provided, or to be provided, whether directly or indirectly
      related either to this CRADA, or to any patent or other intellectual property
      license or agreement which implements this CRADA. IT, Inc. shall not in any
      way
      state or imply that this CRADA is an endorsement of any such products or
      services by the U. S. Government or any of its organizational units or
      employees.





13.10.1
      The VA must receive credit for sponsorship of the R&D in all commercial
      literature, brochures, and other promotional media; and the US government shall
      receive preferential pricing on the resultant commercial product.





13.10.2
      IT, Inc. issued press releases that reference or rely on the work of VA under
      this CRADA shall be provide to VA at least seven (7) days prior to publication
      for review and comment.





13.11 **Reasonable
      Consent** .
      Whenever a Party’s consent or permission is required under this CRADA, such
      consent or permission shall not be unreasonably withheld.





**ARTICLE
      XIV. DURATION OF CRADA AND EFFECTIVE DATE**





14.1 **Duration
      of CRADA** .
      It is
      mutually recognized that the duration of this project cannot be rigidly defined
      in advance, and that the contemplated time periods applicable to each phase
      of
      the project are only good faith guidelines subject to adjustment by mutual
      agreement to fit the circumstances as the project proceeds. In no case will
      the
      term of this CRADA extend beyond the term indicated in the SOW for completion
      of
      the research project under this CRADA, unless such completion date is amended
      in
      accordance with the provisions of Article 13.6. The work to be accomplished
      in
      this CRADA is projected to be completed by June 1, 2007.











14.2 **Effective
      Date** .
      This
      CRADA is effective as of the date of the last signature of the
      Parties.




IN
      WITNESS WHEREOF, the Parties have caused this CRADA to be executed by their
      duly
      authorized representatives as follows:





For
      [Corporation]:





Inhibetex
      Therapeutics Corporation, Inc.


500
      S.
      Australian Ave. # 625


West
      Palm
      Beach, FL. 33401-6223


Attn:
      Mr.
      Henry Fong








9/30/04


Date





/s/
      Henry Fong


Henry
      Fong








For
      the
      Department of Veterans Affairs:





Lynette
      A. Roff


VA
      Medical Center


13000
      Bruce B. Downs Blvd.


Tampa,
      FL. 33612








Sept.
      30,
      2004


Date





/s/
      Lynette A. Roff


Lynette
      A. Roff








Appendix
      A, Statement of Work :