1.1.          “ Affiliate ” means any corporation, partnership or other entity, controlling, controlled by, or under common control with UT, by virtue of direct or indirect beneficial ownership of voting securities of or voting interest in the controlled entity.

1.2.          “ Board ” means the Board of Directors of UT.

1.3.          “ Cause ” means (a) the willful and continued failure by Executive to substantially perform her duties with UT (other than any such failure resulting from Executive’s incapacity due to physical or mental illness, or any such actual or anticipated failure resulting from Executive’s termination for Good Reason) after a demand for substantial performance is delivered to Executive by the Board (which demand shall specifically identify the manner in which the Board believes that Executive has not substantially performed her duties); or (b) the willful engaging by Executive in gross misconduct materially and demonstrably injurious to UT.  For purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless done or omitted to be done by Executive not in good faith and without reasonable belief that her action(s) or omission(s) was in the best interests of UT.  Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until UT provides Executive with a copy of a resolution adopted by an affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and opportunity for Executive, with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive has been guilty of conduct set forth in subsections (a) or (b) above, setting forth the particulars in detail.  A determination of Cause by the board shall not be binding upon or entitled to deference by any finder of fact in the event of a dispute, it being the intent of the parties that such finder of fact in the event of a dispute shall make an independent determination of whether the termination was for “Cause” as defined in (a) and (b) above.

1.4.          “ Code ” means the Internal Revenue Code of 1986, as amended.

1.5.          “ Confidential Information ” means all information known to UT or learned by Executive during the term of employment and not generally known, including any and all general and specific knowledge, experience, information and data, technical or non-technical, including, without limitation and whether or not patentable, processes, skills, information, know-how, trade secrets, data, designs, formulae, algorithms, specifications, samples, methods, techniques, compilations, computer programs, devices, concepts, inventions, developments, discoveries, improvements, and commercial or financial information, in any form, including without limitation, oral, written, graphic, demonstrative, machine recognizable, specimen or sample form.

1.6.          “ Conflicting Product or Service ” means any product or service of any person or organization other than UT, in existence or under development, which resembles or competes with a product or service of UT’s which is then in existence or under development, excluding, however, the preclinical compound AFP-07 under development by the PPH Cure Foundation.

1.7.          “ Conflicting Organization ” means any person or organization engaged in, or about to become engaged in, research on or development, production, marketing, or selling of a “Conflicting Product or Service.”

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1.8.          “ Date of Termination ” means (a) the effective date on which Executive’s employment by UT terminates as specified in a Notice of Termination by UT or Executive, as the case may be, or (b) if Executive’s employment by UT terminates by reason of death, the date of death of Executive.  Notwithstanding the previous sentence, (i) if the Executive’s employment is terminated for Disability as defined in Section 1.9, then such Date of Termination shall be no earlier than thirty (30) days following the date on which a Notice of Termination is received, and (ii) if the Executive’s employment is terminated by UT other than for Cause, then such Date of Termination shall be no earlier than thirty (30) days following the date on which Notice of Termination is received.

1.9.          “ Disability ” means Executive’s failure to substantially perform her duties with UT on a full-time basis for at least one hundred eighty (180) consecutive days as a result of Executive’s incapacity due to mental or physical illness.

1.10.        “ Good Reason ” means, without Executive’s express written consent, the occurrence of any of the following events:

(a)           (i) The assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s position(s), duties, responsibilities or status with UT immediately prior thereto, (ii) a material adverse change in Executive’s reporting responsibilities, titles or offices with UT as in effect immediately prior thereto, (iii) any removal or involuntary termination of Executive by UT otherwise than as expressly permitted by this Agreement (including any purported termination of employment which is not effected by a Notice of Termination), or (iv) any failure to re-elect Executive to any position with UT held by Executive immediately prior thereto;

(b)           A reduction by UT in Executive’s rate of annual base salary as in effect immediately prior thereto or the failure of UT in any year (commencing with calendar year 1999) to increase the Executive’s annual base salary by an amount equal to the average percentage increases in base salary for all officers of UT during the two full calendar years immediately preceding such year except for across-the-board salary reductions, freezes, or reduced increases similarly affecting all of UT’s officers (as defined by Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) and any person in control of UT;

(c)           Any requirement of UT that Executive (i) be based anywhere other than the facilities where Executive is located on the date of this Agreement or reasonably equivalent facilities within twenty five (25) miles of such facilities or (iii) travel for the business of UT to an extent substantially more burdensome than the travel obligations of Executive immediately prior to the date of this Agreement;

(d)           The failure of UT to continue the Executive’s participation in any bonus or other incentive plans in which she was participating immediately prior thereto or any reduction in the amount of bonus or incentive compensation which she is able to receive, without replacement of such bonus or incentive plans with bonus, incentive or other compensation of at least substantially comparable value to the Executive;

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(e)           The failure of UT: (i) to continue in effect any employee benefit plan or compensation plan in which Executive is participating immediately prior thereto, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits, or the taking of any action by UT which would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any such plan, (ii) to provide Executive and Executive’s dependents with welfare benefits (including without limitation, medical prescription drug, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) in accordance with the most favorable plans, practices, programs and policies of UT in effect for Executive immediately prior thereto or as is in effect for other senior Executive of UT, (iii) to provide fringe benefits and perequisites in accordance with the most favorable plans, practices, programs and policies of UT in effect for Executive immediately prior thereto or as is in effect for senior Executives of UT, or (iv) to provide Executive with paid vacation in accordance with the most favorable plans, policies, programs and practices of UT as in effect for Executive immediately prior thereto or as is in effect for other senior Executives of UT.

(f)            The failure of UT to pay on a timely basis any amounts owed Executive as salary, bonus, deferred compensation or other compensation;

(g)           The failure of UT to obtain an assumption agreement from any successor as contemplated in Section 8.8;

(h)           The refusal by UT to continue to allow Executive to attend to matters or engage in activities not directly related to the business of UT which were permitted by UT immediately prior thereto, including without limitation serving on the boards of directors of other companies or entities;

(i)            The purported termination of Executive’s employment which is not effected pursuant to a Notice of Termination which satisfies the requirements of a Notice of Termination; or

(j)            Any other material breach by UT of its obligations under this Agreement.

For the purposes of this Agreement, any good faith determination of Good Reasons made by Executive shall be conclusive on the parties; provided, however, that an isolated and insubstantial action taken in good faith and which is remedied by UT within ten (10) days after receipt of written notice thereof given by Executive shall not constitute Good Reason.

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1.11.        “ Inventions ” means inventions, designs, discoveries, developments, creations and improvements created, discovered, developed or conceived, regardless of whether reduced to practice.

1.12.        “ Nonqualifying Termination ” means a termination of Executive’s employment (a) by UT for Cause, (b) by Executive for any reason other than for Good Reason with Notice of Termination, (c) as a result of Executive’s death, (d) by UT due to Executive’s Disability, unless within thirty (30) days after Notice of Termination is provided to Executive following such Disability Executive shall have returned to substantial performance of Executive duties on a full-time basis, or (e) as a result of Executive’s Retirement.

1.13.        “ Notice of Termination ” means a written notice by UT or Executive as the case may be, to the other, which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifies the termination date.  The failure by Executive or UT to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or UT hereunder or preclude Executive or UT from asserting such fact or circumstance in enforcing Executive’s or UT’s right hereunder.

1.14.        “ Positive Spread ” means the spread between the exercise price of any non-vested options held by Executive to acquire common stock of UT under any stock option plan adopted by UT prior or subsequent hereto, and the average of the bid and asked price of the common stock as reported for the Date of Termination on the Automated Quotation System of the National Association of Securities Dealers or if no such trades are reported on that date, the last preceding date on which shares of UT or its Affiliates common stock were traded, or if such common stock of UT is not publicly traded, the “Fair Market Value” of such stock as determined pursuant to the applicable stock option plan or plans.

1.15.        “ Retirement ” means termination of employment by either the Executive or UT on or after the Executive’s attainment of age 65.

1.16.        “ Works of Authorship ” means all computer software programs or other writings, including, without limitation, verbal works, designs, models, drawing, or audio, visual or audiovisual recordings.

ARTICLE 2
EMPLOYMENT

2.1.          Employment .  UT agrees to employ Executive as Chief Executive Officer, and Executive agrees to accept such employment by UT on the terms and conditions set forth herein.  Executive represents and warrants that the execution, delivery and performance by her of this Agreement will not violate any agreement, order, judgment or decree to which she is a party or by which she is bound.

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2.2.          Term .  Subject to the provisions of Article 4 hereof, UT shall employ Executive for a term of five (5) years commencing as of the Effective Date and continuing to and including December 31, 2004.  The term (as herein extended) shall automatically be extended by one (1) additional year at the end of each year unless at least six (6) months prior to the end of the term or any anniversary thereof, UT shall deliver to Executive or Executive shall deliver to UT, written notice that the term shall not be so extended.

2.3.          Duties .  As Chief Executive Officer of UT, Executive shall have the duties and responsibilities as may from time to time be assigned to or vested in Executive by the Board.

(a)           Executive’s employment with UT shall be full-time.  During the term of employment, Executive shall, except during periods of vacation, sick leave or other duly authorized leave of absence, and except for not more than a few hours per week for the activities described in subparagraph 2.3(b) below, devote the whole of Executive’s time, attention, skill and ability during usual business hours (and outside those hours when reasonably necessary to Executive’s duties hereunder) to the faithful and diligent performance of Executive’s duties hereunder.  Executive acknowledges and agrees that Executive may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with Affiliate as the Board may reasonably require.  Executive shall comply with all applicable polices of UT and/or its Affiliates during her term of service to UT and/or its Affiliates.

(b)           During the term of employment, it shall not be a violation of this Agreement for Executive to serve as of Counsel to Mahon, Patusky, Rothblatt and Fisher, Chartered; President of Beacon Projects, Inc.; an officer of UT’s telemedicine affiliates; to manage personal passive investments; to serve as an officer, manager and a member of the board of directors of PPH Cure Foundation or World Against Racism Foundation or William Harvey Medical Research Foundation or, with the prior approval of the Board, the board of directors of any other corporation or trade association; so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of Executive’s duties hereunder.

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ARTICLE 3
COMPENSATION

3.1.          Base Salary .  For services rendered by Executive pursuant to this Agreement, UT agrees to pay Executive a base annual salary (“ Base Salary ”) commencing as of the Effective Date at the annual rate of One Hundred Eighty Thousand Dollars ($180,000) per year, payable in accordance with UT’s then prevailing Executive payroll practices.  Such Base Salary shall be subject to review and increase at least annually by the Board (with the first such review to occur not later than December 31, 1999) in the Board’s sole discretion.  In determining any such increase, the Board shall consider any increases in the cost of living and may provide for any performance, merit or other increase.  The term “Base Salary” as used herein shall include any increases thereto made from time to time as permitted by this Section 3.1.

3.2.          Bonuses .

(a)           Annual Incentive Compensation .  During each year of the term of this Agreement, UT shall grant options to purchase shares of UT’s Common Stock, exercisable for ten years at the fair market value at the time of grant (or exercisable for five years at 110% of the fair market value at the time of grant if Executive is a more than 10% owner of UT) (the “ Stock Options ”).  The number of shares of Common Stock subject to Stock Options granted each year in accordance with this Section 3.2(a) shall equal, for the first year, the quotient of one percent of the difference in UT’s market capitalization from the date of UT’s initial public offering (“ IPO ”) to the one year anniversary thereof divided by $18.00, and for each year thereafter, commencing with the period beginning in December 2000 and with the next option grant to be made in December 2001, based on the average NASDAQ closing prices for December of each year compared to the previous December (beginning with a grant date on the last day of December 2001 for the rise (if any) in market capitalization from December 2000 to December 2001).  Each Stock Option shall be granted as of the last day in December each year.  Incentive compensation shall be vested when granted.  The maximum incentive compensation that may be earned shall be capped by the projected market capitalization of UT at the end of each year under the January 1999 UT Business Plan.

(b)           Discretionary Bonuses .  During the term of this Agreement, Executive shall be entitled to such bonuses as may be authorized, declared and paid by the Board, in its sole discretion.  Factors which the Board may, in its sole discretion, and without limitation, consider with respect to any determination by the Board with respect to the payment or amount of such bonus or bonuses, include Executive’s job performance and UT’s financial performance.

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3.3.          Participation in Benefit Plans .  Executive shall be eligible to participate in any long-term incentive, stock option, employee stock ownership, pension, thrift, profit sharing, group life or disability insurance, medical or dental coverage, education, or other retirement or employee benefit plan or program that UT has adopted or may adopt for the benefit of its employees, on the same basis as other Executive employees.  Such participation shall be subject to the terms and conditions of such plans or programs, including, but not limited to, such generally applicable eligibility provisions as may be in effect from time to time.  Executive shall be entitled to paid vacation (initially four (4) weeks per calendar year), paid sick leave, and holidays (initially eleven (11) days per calendar year) on the same basis as may from time to time apply to other UT Executive employees generally.

3.4.          Expenses .  UT shall reimburse Executive for all reasonable, ordinary and necessary business expenses actually incurred by Executive in connection with her performance hereunder, including ordinary and necessary expenses incurred by Executive in connection with travel on UT business, provided all such expenses have been approved in advance by UT in accordance with and subject to the terms and conditions of UT’s then-prevailing expense policy.  As a condition precedent to obtaining such reimbursement, Executive shall provide to UT any and all statements, bills or receipts evidencing the expenses for which Executive seeks reimbursement, and such other related information or materials as UT may from time to time reasonably require.  Executive shall account to UT for any expenses that are eligible for reimbursement under this Section 3.4 in accordance with UT policy.

3.5.          Automobile .  During the term of this agreement, UT shall supply Executive with the use of an automobile, and shall pay the cost of maintenance and insurance for such automobile.

3.6.          Withholding .  Anything in this Agreement to the contrary notwithstanding, all payments required to be made by UT hereunder to Executive or Executive’s estate or beneficiaries in connection with Executive’s employment hereunder shall be subject to the withholding of such amounts relating to taxes as UT may reasonably determine it should withhold pursuant to any applicable law or regulation.

ARTICLE 4
TERMINATION

4.1.          Nonqualifying Termination .

(a)           If the employment of Executive shall terminate during the term of this Agreement (including any extension of such term), by reason of a Nonqualifying Termination, then Executive shall be paid the Executive’s unpaid base salary from UT through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given as well as any benefits to which Executive was entitled through the Date of Termination.  In addition, in the event that termination of employment is due to Executive’s death or Disability, UT shall continue to pay Executive’s then current Base Salary to Executive (in the case of Disability) or Executive’s legal representatives, estate, beneficiaries or heirs (in the case of death), in accordance with UT’s then-prevailing Executive payroll practices, through the end of the calendar year following Executive’s death or termination due to Disability, but shall have no further obligation to

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Executive or Executive’s legal representatives, estate, beneficiaries or heirs for any compensation, benefits or other payments hereunder.

(b)                                  In the event that termination of employment is due to Executive’s Disability, the payment of benefits under UT’s short-term and long-term disability insurance programs, if any, to the extent payable with respect to any period prior to the Date of Termination, shall offset UT’s obligations under Section 4.1(a).

(c)                                   Except as otherwise provided herein or as may be required by law, Executive’s participation in any benefit plans of UT or any of its Affiliates shall ter