The Company is engaged in the business of drug discovery and development;

The Contractor has been providing services to the Company and wishes to continue to provide services pursuant to the terms of this Agreement; and

The Company wishes to hire the Contractor pursuant to the terms of this Agreement.

“Agreement” means this Agreement and all schedules and amendments hereto.

“Approved Holder” means any person or group of persons acting in concert which as of the date of this Agreement hold, directly or indirectly, a sufficient number of the outstanding Voting Shares to affect materially the control of the Company.

“Board” means the Board of Directors of the Company.

“Company” has the meaning attributed to it on Page 1 of this Agreement.

“Change of Control Event” means the occurrence of any one of the following events:

an acquisition, directly or indirectly, of Voting Shares, whether through one transaction or a number of transactions, by any person or group of persons acting in concert (other than an Approved Holder) the result of which is that such person or group of persons hold, directly or indirectly, at least forty (40%) percent of the Voting Shares;

the consummation of a merger, amalgamation or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after the transaction are owned by persons who were not stockholders of the Company or an Approved Holder immediately prior to such merger, amalgamation, consolidation or reorganization;

the consummation by an entity, person or group (other than the Company, a wholly owned subsidiary of the Company, or an Approved Holder) of a tender offer, an exchange offer, a take-over bid or any other offer or bid for more than 40% of the issued and outstanding common shares of the Company; or

consummation of a sale, transfer or disposition by the Company of all or substantially all of the assets of the Company.

In the case of the occurrence of any of the events set forth in this section 1.1(e), a Change of Control Event shall be deemed to occur immediately prior to the occurrence of any such events. An event shall not constitute a Change of Control Event if it is a merger with a parent or subsidiary, or its sole purpose is to change the jurisdiction of the Company’s organization or to create a holding company, partnership or trust that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such event or by the persons who held the Company’s securities immediately before such event. Additionally, a Change of Control Event will not be deemed to have occurred, with respect to the Contractor, if the Contractor is part of a purchasing group that consummates the Change of Control Event.

“Common Shares” means the common shares, without par value, of the Company.

“Competing Business” shall have the meaning attributed to it in Section 4.3, below.

“Confidential Information” means information, whether or not originated by the Contractor, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature (whether or not reduced to writing or designated or marked as confidential):

work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;

computer software of any type or form and in any stage of actual or anticipated development including, by way of example and not in limitation, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs;

information relating to Developments prior to any public disclosure thereof including, by way of example and not in limitation, the nature of the Developments, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);

internal Company personnel and financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business;

marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; and

all information that becomes known to the Contractor as a result of the performance of the Services that the Contractor, acting reasonably, believes is Confidential Information or that the Company takes measures to protect.

the general skills and experience gained during the Contractor’s engagement with the Company that the Contractor could reasonably have been expected to acquire in similar engagements with other companies;

information publicly known without breach of this Agreement or similar agreements; or

information, the disclosure of which is required to be made by any law, regulation or governmental authority (to the extent of the requirement), provided that before disclosure is made, notice of the requirement (and the extent of the requirement) is provided to the Company (to the extent reasonably possible in the circumstances), and the Company is afforded an opportunity to dispute the requirement.

“Date of Termination” means the date of termination of this Agreement pursuant to its terms.

“Developments” means all discoveries, inventions, designs, works of authorship, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that:

result or derive from the Contractor’s engagement or from the Contractor’s knowledge or use of Confidential Information;

are conceived or made by the Contractor (individually or in collaboration with others) during the term of and related to the Contractor’s engagement by the Company;

result from or derive from the use or application of the resources of the Company or its affiliates; or

relate to the business operations of the Company or to actual or demonstrably anticipated research and development by the Company or its affiliates.

“Directors” means the Directors of the Company, and “Director” means any one of them.

“Effective Date” means September 1, 2010.

“Good Reason” means the occurrence of any of the following events without the express written consent of the Contractor:

any material change to this Agreement; or

a material breach by the Company of this Agreement.

the Company’s re-location of the Contractor’s place of work to a distance not less than 50 miles by usual highways from the Contractor’s agreed place of work at the effective date of this agreement, without mutual agreement of the Contractor and the Company.

“Indemnification Amounts” has the meaning attributed in Section 6.1, below.

“Initial Term” means the period of time beginning on the Effective Date and ending on the second anniversary of the Effective Date.

“Just Cause” includes, but is not limited to:

the Contractor’s failure to properly discharge the Services, or any material breach or non-observance by the Contractor of any material provision of this Agreement;

the Contractor’s conviction for any crime respecting the property of the Company, or which calls into question the Contractor’s personal honesty;

any breach by the Contractor of the Contractor’s obligations under the Company’s code of conduct or any policies or procedures adopted by the Company from time to time and disseminated to the Contractor;

any breach by the Contractor of the fiduciary duties normally owed by a Chief Financial Officer of a corporation including the duty to avoid conflicts of interest, and to act honestly and in good faith with a view to the best interests of the Company;

any other material breach of this Agreement by the Contractor; or

just cause as that term is defined by the common law applicable in New Jersey.

“ Bonus” has the meaning attributed in Appendix “B”, below.

“Renewal Term” means any period of time after expiration of the Initial Term during which the engagement of the Contractor pursuant to this Agreement continues, if the parties to this Agreement have agreed to the renewal in writing.

“Termination Notice Period” is the period of six (6) months plus two (2) months per year of engagement of the Contractor up to a maximum of twelve (12) months during which the terms of this Agreement shall remain in effect following notice of termination being given by the Contractor or the Company pursuant to Section 5.3 below.

“Voting Shares” means voting shares of the Company.

“Year” means any year during the term of this Agreement whether occurring during the Initial Term or, if applicable, any Renewal Terms.

As of the Effective Date, the Contractor will provide to the Company, the services generally provided by the Chief Financial Officer of a corporation as stated in Schedule “A” to this Agreement (the “Services”).

The Company may require the Contractor to provide other services from time to time; such services shall be provided to the Contractor in writing.

The Contractor shall report primarily to the Executive Chairman (the “Chair”)and shall keep the Chair and Board informed of all matters concerning the Services as requested from time to time.

All Confidential Information, whether developed by the Contractor while engaged by the Company or by others employed or engaged by or associated with the Company or its affiliates or clients, is the exclusive and confidential property of the Company or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected as such, as provided in this Agreement.

The Contractor acknowledges that, by reason of this contract for services, the Contractor will have access to Confidential and Proprietary Information which the Company has spent time, effort and money to develop and acquire. In view of the foregoing, it is reasonable and necessary for the Contractor to make the following covenants regarding the Contractor’s conduct during and subsequent to the provision of Services to the Company.

At all times both during and subsequent to the termination of this Agreement, the Contractor will not disclose Confidential Information to any person (other than as necessary to perform the Services) without first obtaining the Company’s consent, and the Contractor will take all reasonable precautions to prevent inadvertent disclosure of any Confidential Information.

At all times both during and subsequent to the termination of this Agreement, the Contractor will not use, copy, transfer or destroy any Confidential Information (other than as necessary to perform the Services), without first obtaining the Company’s consent and the Contractor will take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential Information or exercising judgment or performing analysis based upon knowledge of Confidential Information.

Within ten (10) business days of the termination of this Agreement for any reason, the Contractor will promptly deliver to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information that is embodied in any form, whether in hard copy or on electronic media, and that is within the Contractor’s possession or under the Contractor’s control.

All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments. The Contractor agrees that no intellectual property rights in the Developments are or will be retained by the Contractor. For greater certainty, all work done during the term of this Agreement by the Contractor for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright will vest in the Company or the relevant affiliate, as the case may be. In consideration of the benefits to be received by the Contractor under the terms of this Agreement, the Contractor hereby irrevocably sells, assigns and transfers and agrees in the future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights therein including, without limitation, all patents, copyright, industrial design, circuit topography and trademarks, and any goodwill associated therewith to the Company and the Contractor will hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company.

The Contractor will do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Contractor’s cooperation is required in order for the Company to obtain or enforce legal protection of the Developments following the termination of the Contractor’s engagement, the Contractor will provide that cooperation so long as the Company pays to the Contractor reasonable compensation for the Contractor’s time at a rate to be agreed between the Contractor and the Company.

contact companies or persons who were investors in, or who purchased or agreed to purchase products or services of, the Company within a two year period before the Date of Termination, on behalf of a Competing Business;

solicit any of the Company’s employees or consultants to resign or work for any other business; or

work for a Competing Business unless Termination is pursuant to section 5.3.

any Stock Options granted to the Contractor which have not vested shall vest immediately and be immediately exercisable subject to the terms of the Company’s stock option plan and any applicable Stock Option Agreement;

the Company shall promptly pay and provide the Contractor (or in the event of the Contractor’s death, the Contractor’s estate):

any unpaid Fees; and

shall reimburse any unreimbursed expenses incurred through to the Date of Termination;

the Company shall pay to the Contractor (or in the event of the Contractor’s death, the Contractor’s estate) the payments referred to in section 5.3.

The Contractor may terminate this Agreement at any time within thirty (30) days after the date the Contractor has given written notice to the Company of the alleged “Good Reason” and provided that the Company has failed to cure such event or situation within 30 days of receiving such notice. In such event, the Company will continue to pay the Contractor the Fees and the Contractor will continue to perform the Services during the Termination Notice Period, or the Company, at its discretion, may pay a lump sum to the Contractor equal to the Fees payable during the remainder of the Termination Notice Period (the “Lump Sum Payment”). Additionally, the Contractor shall be entitled to a pro-rata Bonus based upon an objective evaluation of the Contractor’s achievement of goals in accordance with Appendix “B” up to the date of Termination, calculated by multiplying the Target Bonus by the fraction which represents the number of months elapsed from September 1 of the fiscal year in question through the Date of Termination divided by twelve (12). For clarity, the Date of Termination will be the earlier of the last day of the Termination Notice Period or the date on which the Company, at its discretion, pays the Lump Sum Payment.

The Company may elect to terminate the Agreement at any time other than for Just Cause, following the Termination Notice Period, by delivering to the Contractor written notice of termination in advance of the Termination Notice Period. In such event, the Company will continue to pay the Contractor the Fees during the applicable Termination Notice Period, and the Contractor will continue to perform the Services under the Agreement during the applicable Termination Notice Period, or the Company, at its discretion, may pay a lump sum to the Contractor equal to the Fees payable during the remainder of the Termination Notice Period. Additionally, the Contractor shall be entitled to a pro-rata Bonus based upon an objective evaluation of the Contractor’s achievement of goals in accordance with Appendix “B” up to the date of Termination, calculated by multiplying the Target Bonus by the fraction which represents the number of months elapsed from September 1 of the fiscal year in question through the Date of Termination divided by twelve (12). For clarity, the Date of Termination will be the earlier of the last day of the Termination Notice Period or the date on which the Company, at its discretion, pays the Lump Sum Payment.

If the Agreement is terminated pursuant to this section 5.3 the Stock Options granted to the Contractor will continue to vest for the number of months of the applicable Termination Notice Period, notwithstanding any election by the Company to pay the Lump Sum Payment to the Contractor and will be exercisable subject to the terms of the applicable stock option plan.

If the Contractor is terminated pursuant to this section 5.6, the Stock Options granted to the Contractor which have not vested shall vest immediately and be immediately exercisable subject to the terms of the applicable stock option plan.

in the case of the Company:

in the case of the Contractor:

Coordinate the Development of a comprehensive long range strategic plan in collaboration with the COO, the CSO and the Chair for approval by the Board.

Coordinate the Development of a comprehensive annual operating plan for the Company and coordinate updates to the annual plan as requested in collaboration with the COO, the CSO and the Chair for approval by the Board.

Develop and propose company policies and procedures as they relate to financial activities and internal controls over the assets of the Company and over the financial reporting process in coordination with the COO, CSO and Chair and assist in the implementation of such policies and procedures as requested by the COO and the Chair.

Assist the COO in the management of the monthly accounting processes for the Company and in managing the outside accounting services in collaboration with the COO and the Chair.

Assist in the management of the Treasury operations of the Company in collaboration with the COO and the Chair.

Assist in the preparation of the monthly and quarterly financial statements, financial reports, special analyses and information reports internally and for the Board in collaboration with the COO and the Chair.

Assist in the management of the SEC filings in collaboration with the COO, the Chair, the Company audit firm and securities counsel as necessary for the process.

Develop and propose a plan for obtaining a senior exchange listing, including a proposal to bring the Company into compliance with regulations required by the SEC, the proposed exchange and with the applicable Blue Sky laws within the United States and assist in the implementation of such plan as requested by the COO and the Chair.

Provide assistance to the Chair and the Board for fundraising initiatives as requested.

Assist in the performance of other initiatives as requested by the Chair and Board and attend meetings of the Board as requested.

Fees. The Company will pay to the Contractor the sum of $100,000 per annum as of the Effective Date. Payment of the Fees shall be made in advance with the first payment of $8,333.33 due upon signing of the agreement and subsequent payments due on the first day of each month thereafter. In addition, the company will reimburse the Contractor for all reasonable expenses associated with discharging his duties under Schedule A.

Bonus. The Contractor shall be eligible to receive a bonus at the end of each Year (the “Bonus”). The Bonus shall initially be 50% of the Fees (the “Target Bonus”). Both the decision to pay a Bonus and the amount of the Bonus, shall be at the discretion of the Board, acting reasonably and subject to the achievement of the following milestones for the first year:

Development and proposal of a plan for obtaining a senior exchange listing and providing assistance as requested to the COO and the Chair with the implementation of such plan to secure a senior exchange listing by June 30, 2011

Additional objectives will be set for a Bonus for the second year and any renewal terms of the Agreement. The Bonus will be payable in cash, in Company equity, or as a combination of both, with a minimum cash award of no less than 50% of the total Bonus.

Stock Options. The Company will grant to the Contractor 200,000 common share purchase options subject to the terms of the Company’s stock option plan. The exercise price of the options so granted will be set at the closing price of the Company’s common stock on September 1, 2010 and shall vest over the initial term of the agreement. Contractor shall also be eligible to receive an annual stock option award at the end of each Year (the “Option Award”). Both the decision to make an Option Award and the amount and specifics of the Option Award shall be at the discretion of the Board, acting reasonably, subject to achievement of the milestones identified in this Appendix (b) above, and in compliance with all applicable laws and the rules of any quotation system or stock exchange.