Unassociated Document


     

    EMPLOYMENT
      AGREEMENT

     

    Employment
      Agreement, between Duska Therapeutics, Inc., a Nevada corporation (the
      "Company"), and James S. Kuo (the "Employee").

     

    
      	1.  	
              For
                good consideration, the Company employs the Employee on the following
                terms and conditions.

            


    

     

    
      	2.  	
               Term
                of Employment.
                Subject to the provisions for termination set forth below this agreement
                will begin the day the Company closes on a financing of at least
                $5
                million, which is anticipated to be September 24,
                2007.

            


    

     

    
      	3.  	
               Salary.
                The Company shall pay Employee a salary of $250,000 per year, for
                the
                services of the Employee, payable
                semimonthly.

            


    

     

    
      	4.  	
               Stock
                options.
                Upon commencing employment, the Company shall grant nonqualified
                stock
                options to purchase 8% of the Company's fully-diluted stock (calculated
                immediately after the Company has closed on a minimum $5 million
                in
                financing). Twenty five percent (25%) of the Employee’s stock options will
                vest on the first day of employment with an exercise price of $0.50
                per
                share with the remaining 75% vesting at a rate of 2.083% per month
                on the
                same day of each of the 36 calendar months following the effective
                date of
                this agreement, beginning with the 30th
                day after the closing. The exercise prices of the second 50% of the
                options will be $0.75 per share, with the remaining 25% at an exercise
                price of $1.00 per share. Any unvested stock options will immediately
                vest
                and become exercisable upon the closing of a merger or sale of
                substantially all of the Company’s assets. This provision is subject to
                the approval by the board of directors and shareholders, if necessary,
                to
                change the 2004 Equity Incentive Plan to permit such options to be
                awarded.

            


    

     

    
      	5.  	
              Annual
                bonus and salary increase.
                The Employee shall receive an annual bonus upon the achievement of
                written
                objectives set by the Company’s Board of Directors in the prior year. The
                target bonus will be up to 35% of the base salary, subject to the
                discretion of the Board of Directors. The Employee shall receive
                an annual
                salary increase subject to the discretion of the Board of Directors,
                but
                at a minimum, the increase shall be equal to the rate of inflation
                in San
                Diego, California as measured by the prior year’s Consumer Price
                Index.

            


    

     

    
      	6.  	
              Duties
                and Position.
                The Company hires the Employee in the capacity of Chief Executive
                Officer.

            


    

     

    
      	7.  	
              Employee
                to Devote Full Time to Company.
                The Employee will devote full time, attention, and energies to the
                business of the Company, and, during this employment, will not initiate
                and engage in any other for profit business employment. Employee
                is not
                prohibited from making personal investments in any other businesses
                provided those investments do not require active involvement in the
                operation of said companies. Not-withstanding the foregoing, the
                Employee
                is permitted to serve as a Board Director of other companies, provided
                that said company’s business does not directly compete with the Company’s
                business.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	8.  	
              Confidentiality
                of Proprietary Information.
                Employee agrees, during or after the term of this employment, not
                to
                reveal confidential information, or trade secrets to any person,
                firm,
                corporation, or entity not covered by a confidentiality agreement
                between
                said entity and the Company. Should Employee reveal or threaten to
                reveal
                this information, the Company shall be entitled to an injunction
                without
                providing a bond or undertaking restraining the Employee from disclosing
                same, or from rendering any services to any entity to whom said
                information has been or is threatened to be disclosed, the right
                to secure
                an injunction is not exclusive, and the Company may pursue any other
                remedies it has against the Employee for a breach or threatened breach
                of
                this condition, including the recovery of damages from the
                Employee.

            


    

     

    
      	9.  	
              Reimbursement
                of Expenses.
                The Employee may incur reasonable expenses for furthering the Company's
                business, including expenses for entertainment, travel, and similar
                items.
                The Company shall reimburse Employee for all business expenses after
                the
                Employee presents an itemized account of expenditures, pursuant to
                Company
                policy.

            


    

     

    
      	10.  	
              Benefits.
                The Company will pay for reasonable premiums for medical, dental
                and
                orthodontic benefits for the Employee and his immediate family.
                Notwithstanding any provision to the contrary, the Company’s reimbursement
                obligation under this Section 10 shall never exceed $20,000 per
                year.

            


    

     

    
      	11.  	
              Vacation.
                The Employee shall be entitled to accrue vacation time of three weeks
                yearly at full pay. The Employee shall cease accruing vacation time
                after
                accruing 12 weeks of unused vacation
                time.

            


    

     

    
      	12.  	
              Office.
                The Company shall provide the Employee with an office in the San
                Diego,
                California area. The monthly rent shall not exceed $2,500 during
                the first
                12 months.

            


    

     

    
      	13.  	
              Disability.
                In the event that the Employee cannot perform the duties because
                of
                illness or incapacity for a period of more than eight (8) weeks,
                the
                compensation otherwise due during said illness or incapacity will
                be
                reduced by 50% (fifty percent) . The Employee's full compensation
                will be
                reinstated upon return to work. However, if the Employee is absent
                from
                work for any reason for a continuous period of over two (2) months,
                the
                Company may terminate the Employee's employment, and the Company's
                obligations under this agreement will cease on that
                date.

            


    

     

    
      	14.  	
              Termination
                of Agreement.
                Without cause, the Company may terminate this agreement at any time
                upon
                30 days' written notice to the Employee. If the Company so requests,
                the
                Employee will continue to perform his/her duties and may be paid
                his/her
                regular salary up to the date of termination. In addition, the Company
                will pay the Employee accrued and unpaid vacation and over the three
                months following the date of the termination a severance allowance
                of
                $62,500 less taxes and Social Security required to be withheld. Medical
                and dental benefits reimbursements would also continue over the three
                months following the date of termination. The Employee may terminate
                employment upon 30 days' written notice to the Company. Employee
                may be
                required to perform his or her duties and will be paid the regular
                salary
                to date of termination but shall not receive the aforementioned severance
                allowance. Notwithstanding anything to the contrary contained in
                this
                agreement, the Company may terminate the Employee's employment upon
                30
                days' notice to the Employee should any of the following events
                occur:

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	(a)  	
              The
                sale of substantially all of the Company's assets to a single purchaser
                or
                group of associated purchasers; or

            


    

     

    
      	(b)  	
              The
                sale, exchange, or other disposition, in one transaction of the majority
                of the Company's outstanding corporate shares;
                or

            


    

     

    
      	(c)  	
              The
                Company's decision to terminate its business and liquidate its
                assets;

            


    

     

    
      	(d)  	
              The
                merger or consolidation of the Company with another
                company.

            


    

     

    
      	(e)  	
              Bankruptcy
                or chapter 11 reorganization.

            


    

     

    In
      the
      case of (a) (b) (c) or (d), the Company will pay the Employee over the three
      months following the date of the termination a severance allowance of $62,500
      less taxes and Social Security required to be withheld. In addition, all stock
      options granted to Employee will fully vest immediately and become
      exercisable.

     

    
      	15.  	
              Death
                Benefit.
                Should Employee die during the term of employment, the Company shall
                pay
                to Employee's estate any compensation due through the end of the
                month in
                which death occurred as well as vested stock
                options.

            


    

     

    
      	16.  	
              Proprietary
                Information & Innovations Agreement. The
                Employee hereby agrees to sign and be bound by the Company’s standard
                Proprietary Information and Innovations Agreement, in substantially
                the
                form set forth in Exhibit
                A
                hereto (the “Proprietary Information Agreement.”) The Employee shall be
                bound by the Proprietary Information Agreement even if the Employee
                does
                not sign the Proprietary Information
                Agreement.

            


    

     

    
      	17.  	
              Assistance
                in Litigation.
                Employee shall upon reasonable notice, furnish such information and
                proper
                assistance to the Company as it may reasonably require in connection
                with
                any litigation in which it is, or may become, a party either during
                or
                after employment. If Employee’s assistance is requested after Employee’s
                termination other than for cause, and Employee is not a named defendant
                in
                the litigation, the Company shall reasonably compensate Employee
                for his
                time in assisting the Company, provided such compensation is permitted
                under applicable law.

            


    

     

    
      	18.  	
              Effect
                of Prior Agreements.
                This Agreement supersedes any prior agreement between the Company
                or any
                predecessor of the Company and the Employee, except that this agreement
                shall not affect or operate to reduce any benefit or compensation
                inuring
                to the Employee of a kind elsewhere provided and not expressly provided
                in
                this agreement.

            


    

     

    
      	19.  	
              Settlement
                by Arbitration.
                Any claim or controversy that arises out of or relates to this agreement,
                or the breach of it, shall be settled by arbitration in San Diego,
                California by a single arbitrator in accordance with the rules of
                the
                American Arbitration Association. Judgment upon the award rendered
                may be
                entered in any court with jurisdiction. This Agreement is entered
                into in
                San Diego, California and shall be construed under the internal laws
                of
                California.

            


    

     

    
      	20.  	
              Limited
                Effect of Waiver by Company.
                Should Company waive breach of any provision of this agreement by
                the
                Employee, that waiver will not operate or be construed as a waiver
                of
                further breach by the Employee.

            


    

     

    
      	21.  	
              Severability.
                If, for any reason, any provision of this agreement is held invalid,
                all
                other provisions of this agreement shall remain in effect. If this
                agreement is held invalid or cannot be enforced, then to the full
                extent
                permitted by law any prior agreement between the Company (or any
                predecessor thereof) and the Employee shall be deemed reinstated
                as if
                this agreement had not been
                executed.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	22.  	
              Assumption
                of Agreement by Company's Successors and Assignees.
                The Company's rights and obligations under this agreement will inure
                to
                the benefit and be binding upon the Company's successors and
                assignees.

            


    

     

    
      	23.  	
              Oral
                Modifications Not Binding.
                This instrument is the entire agreement of the Company and the Employee.
                Oral changes have no effect. It may be altered only by a written
                agreement
                signed by the party against whom enforcement of any waiver, change,
                modification, extension, or discharge is
                sought.

            


    

     

    
      	24.  	
              Construction.
                Each party has been urged to consult with independent legal counsel.
                Therefore, this Agreement shall not be strictly construed against
                the
                drafting party or parties.

            


    

     

    
      	25.  	
              Counterparts.
                This Agreement may be executed in original or faxed
                counterparts.

            


    

     

    
      	Signed this_____ day of
              September,
              2007	 	 	 
	 	 	 	 
	/s/ Amir
              Pelleg	 	 	/s/ James
              S.
              Kuo
	
              
                

              

              Duska
                Therapeutics, Inc., a Nevada

              corporation

            	 	 	
              
James
              S. Kuo, M.D., M.B.A.
	By:	
              Dr.
                Amir Pelleg

            	 	 	 
	Title:	
              President