OMNIMMUNE CORP. EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 20th day of June 2008 by and between Omnimmune Corp., a Texas corporation (“Company”), and Harris A. Lichtenstein, Ph.D., a resident of the State of Texas (“Executive”).

WHEREAS, Executive desires to accept the terms and conditions of this Agreement in exchange for the benefits offered hereunder.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.1           Employment.  Upon and coincident with the Effective Date (as defined below), Company agrees to employ and Company hereby employs Executive, and Executive hereby accepts employment by Company, upon the terms and conditions set forth in this Agreement.

1.2           Duties.

1.2.1                      In General.  Executive shall serve as Company's President and Chief Executive Officer (“CEO”), until such time as Company engages the services of an individual to serve in such capacity, whereupon Executive shall thereafter serve as Company’s Chief Operating Officer (“COO”).   In his capacity as the President and Chief Executive Office, Executive shall report directly to Company’s Board of Directors (the “Board”); in his capacity as Company’s COO, he shall report to Company’s President and CEO.  In any one of such capacities, Executive shall perform the duties and responsibilities customarily performed by an individual with such titles and as may otherwise be assigned to him from time to time by either the Board or, in the case of the COO, by the President and CEO (the “Services”).  Except as otherwise provided in Section 1.2.2, below, during the term of Executive's employment hereunder, Executive shall devote his full working time and efforts to the performance of his duties and the furtherance of the interests of Company and shall not be otherwise employed.

1.2.2                      Other Activities.  Except as otherwise agreed upon by Company, Executive shall devote all of Executive's business time, energy and skill to performing the Services and shall perform the Services diligently, faithfully and to the best of Executive's abilities.  Notwithstanding the above, Executive may (a) serve as a director or trustee of other organizations, or (b) engage in charitable, civic, and/or governmental activities, provided that any such services and activities do not interfere with Executive's ability to perform his duties under this Agreement and that Executive obtains written consent for all such activities from Company, which consent will not be unreasonably withheld, and (c) render services for and on behalf of Intrepid Technologies, Inc. which Executive shall be free to pursue at no more than 5% of his business time.  Consistent with the foregoing, Executive may engage in personal activities, including, without limitation, personal investments, provided that such activities described under this Section 1.2.2 do not interfere with Executive's performance of the Services or any other of Executive's written agreements with Company.

1.2.3                      Compliance with Policies.  Subject to the terms of this Agreement, during the Term, Executive shall comply in all material respects with all Company policies and procedures applicable to employees of Company generally and Executive specifically.  In connection with and as a condition to this Agreement, Executive and Company shall enter into as of the Effective Date that certain Statement of Additional Terms and Conditions Relating to Employment Agreement substantially in the form attached hereto as Exhibit A, which is incorporated herein and made a part hereof, and Assignment, a form of which is attached thereto (together, the “Statement”).

1.3           Employment Term.  Company agrees to employ Executive pursuant to the terms of this Agreement, and Executive hereby accepts employment with Company, upon the terms set forth in this Agreement, for the period commencing upon and coincident with the 1^st day of May 2008 (the “Effective Date”) and ending upon the earlier of:

(a)           Expiration Date.  That date which coincides with the last day of either the Initial Term (as defined below) or the Renewal Term (as defined below), as the case may be (such date shall be referred to as the “Expiration Date”) (For purposes of this Agreement, the phrase “Initial Term” shall mean that period from the Effective Date through and including the fourth anniversary of the Effective Date; and the phrase “Renewal Term” shall mean each consecutive twelve month period immediately following the Initial Term, during which period this Agreement shall automatically renew on the same terms and conditions hereof and without any further act on the part of either party, provided, however, that in no event shall the term of this Agreement be renewed hereunder if and to the extent either party delivers to the other written notice of his or its intent to not renew this Agreement at least one hundred and eighty (180) days prior to the end of the Initial Term or any succeeding Renewal Term (as the case may be) (the “Notice of Nonrenewal”)); or

(b)           Termination Date.  The term Termination Date (as such phrase is defined in Section 1.5 of this Agreement).

The period from the Effective Date to the earlier to occur of either the Expiration Date or Termination Date shall be hereinafter referred to as the “Employment Term.”

1.4 Compensation and Benefits.

1.5 Term

1.5.1 Termination Date.  Executive's employment and this Agreement (except as otherwise provided hereunder) shall terminate upon the first to occur of any of the following, at the time set forth therefore (the “Termination Date”):

1.5.1.1 Mutual Termination.  At any time by the mutual written agreement of Company and Executive;

1.5.1.2 Death or Disability.  Immediately upon the death of Executive or a determination by Company that Executive has ceased to be able to perform the essential functions of his duties, with or without reasonable accommodation, for a period of not less than ninety (90) consecutive days, due to a mental or physical illness or incapacity (“Disability”) (termination pursuant to this Section being referred to herein as termination for “Death or Disability”);

1.5.1.3 Voluntary Termination By Executive.   Four (4) weeks following Executive's written notice to Company of termination of employment; provided, however, that Company may waive all or a portion of such notice period and accelerate the effective date of such termination (and the Termination Date) (termination pursuant to this Subsection being referred to herein as “Voluntary” termination);

1.5.1.4 Termination For Cause By Company.  Immediately following notice of termination for “Cause” given by Company (as defined below) and failure by Executive to cure, if applicable, with such notice specifying such Cause (termination pursuant to this Subsection being referred to herein as termination for “Cause”)(As used herein, “Cause” means (i) termination based on Executive's conviction or entry of a plea of guilty for any crime constituting a felony in the jurisdiction in which committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures Company (whether or not a felony)(notwithstanding the forgoing, if Executive is named as a target of an investigation into or otherwise indicted for any such crimes, then Company shall have the right to suspend both Executive from having the right to perform his duties under this Agreement and Company’s obligation to pay Executive any and all compensation, including, without limitation, Base Salary, any and all Bonuses and benefit continuation, otherwise due to him until such time as Executive is cleared or otherwise determined not guilty of any such allegations, in which event all such performance obligations shall be reinstated for the remaining Term of this Agreement and all such compensation that went unpaid as a result thereof shall be paid to Executive in lump sum within thirty (30) days thereafter); (ii) Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Executive's failure or refusal to (A) follow the lawful and proper directives of the Board or Executive's supervisor(s) that are within the scope of Executive's duties and Executive's failure to cure the same within thirty (30) days following written notice thereof or (B) comply in all material respects with Company's written policies, including, without limitation, relating to its employment of personnel, handling of confidential information or trade secrets and trading in its securities and Executive's failure to cure the same within thirty (30) days following written notice thereof; (iv) Executive's material breach of this Agreement or any other agreement entered into with Company in connection with Company's confidential information, trade secrets or other property and Executive's failure to cure the same within thirty (30) days following written notice thereof; or (v) misconduct by Executive that has or could materially discredit or damage Company and Executive's failure to cure the same within thirty (30) days following written notice thereof);

1.5.1.5 Termination Without Cause By Company.  Notwithstanding any other provision in this Agreement to the contrary, including, but not limited to Section 1.3 above, Company may terminate without Cause Executive's employment under this Agreement two (2) weeks following its notice of such termination; provided, however, that during any such period, Company may suspend, with no reduction in pay or benefits, Executive from his duties as set forth in this Agreement (including, without limitation, Executive's position as President and CEO or COO, as the case may be, and his Services relating thereto) (termination pursuant to this Subsection being referred to herein as termination “Without Cause”);

1.5.1.6 Termination For Good Reason by Executive.  At the election of Executive for Good Reason.  A “Good Reason” shall occur only if:

1.5.1.6.1 Either Executive's compensation or benefits as described under this Agreement is reduced, discontinued or otherwise adversely affected without his prior written consent; or

1.5.1.6.2 Executive's Employment Base is relocated more than fifty (50) miles outside of the Houston MSA without Executive's prior written consent; or

1.5.1.6.3 Company fails to perform timely any of its material obligations under or otherwise engages in any other act or omission in material breach of this Agreement and fails to cure the same within thirty (30) days following written notice thereof.

Prior to invoking a “Good Reason” termination, Executive must first notify Company of the grounds for the “Good Reason” termination and permit Company, within thirty (30) days after receipt of such notice, an opportunity to cure.

1.5.1.7 Other Remedies.  Termination pursuant to Section 1.5.1.4 above shall be in addition to and without prejudice to any other right or remedy to which Company may be entitled at law, in equity, or under this Agreement.

1.6 Severance and Termination.

1.6.1 Voluntary Termination, Termination for Cause, or Termination for Death or Disability.  In the case of a termination of Executive's employment hereunder by mutual agreement under Section 1.5.1.1, for Death or Disability in accordance with Section 1.5.1.2 above, or Executive's Voluntary termination of employment hereunder in accordance with Section 1.5.1.3 above, or a termination of Executive's employment hereunder for Cause in accordance with Section 1.5.1.4 above, (a) Executive shall not be entitled to receive payment of, and Company shall have no obligation to pay, any severance or similar compensation attributable to such termination, other than the Executive Note,  Base Salary earned but unpaid, accrued but unused vacation or personal leave days to the extent required by Company's policies, vested benefits under any employee benefit plan, and any unreimbursed expenses pursuant to Section 1.4.6 hereof incurred by Executive as of the Termination Date, and (b) Company's obligations under this Agreement shall immediately cease.

1.6.2 Termination Without Cause by Company, or For Good Reason by Executive.  Subject to the provisions set forth in this Agreement, in the case of a termination prior to the fourth anniversary of the Effective Date of Executive's employment hereunder Without Cause in accordance with Section 1.5.1.5 or for Good Reason by Executive in accordance with Section 1.5.1.6 above, (a) Company shall pay, and Company shall continue to pay Executive's Base Salary (in the case where Executive’s employment is terminated by him for Good Reason due to a reduction in his Base Salary without his consent, then Base Salary in this circumstance shall mean that amount paid as such prior to any such reduction) and Executive shall continue to be eligible to receive all benefits provided pursuant to Section 1.4.4 for a period ending on the fourth anniversary of the Effective Date and the Revenue Percentage Bonuses for such period and on such terms and conditions as such payments were awarded at the time of grant  (hereinafter the “Severance Payments”); provided that for the avoidance of doubt, Severance Payments shall not include any Other Bonuses; and (b) all unvested stock options held by Executive shall immediately vest.  Any such Severance Payments shall be payable in installments in accordance with Company's normal payroll practices and subject to the tax withholding specified in Section 1.4.1 above, as full, final and complete satisfaction of its obligations under this Agreement, and Executive shall have no further claims against Company for any further compensation whatsoever, other than the continuation of any employee welfare benefits as may be and to the extent required by law.

1.6.3 Severance Conditioned on Release of Claims. Unless it otherwise elects to waive any such condition precedent, Company's obligation to provide Executive with the Severance Payment set forth in Section 1.6.2 is contingent upon Executive's and Company's execution of that certain Form of Release, a copy of which is attached hereto and marked as Exhibit “C” (the “Release”).  If Executive fails to sign the Release within twenty-one (21) days of receipt of notice of termination pursuant to Section 1.5.1.5, or subsequently rescinds the Release, Executive shall not be entitled to receive Severance Payments pursuant to Section 1.6.2 and Section 1.6.3.

1.6.4  Mitigation. Executive promises and agrees to use reasonable efforts to secure substitute employment or other source of income consistent with Executive's skills, education  and experience (a “Comparable Position”) and promptly advise Company of the amount and source of any wages or other compensation received by him from any such Comparable Position during any period in which Executive is receiving Severance Payments from Company (the “Severance Period”).  During the Severance Period, such Severance Payments to be provided to Executive shall be reduced on a dollar-for-dollar basis by any wages or other compensation actually received by Executive during the Severance Period, regardless of whether such wages or compensation are from employment, consulting, or other related activities, from Comparable Positions.

1.6.5 WARN Act Offset.  In the event that Executive's termination Without Cause in accordance with Section 1.5.6 above is covered by the Worker Adjustment Retraining Notification Act (“WARN”) at the time of Executive's termination, or is deemed to be covered by WARN retrospectively within 90 days after Executive's termination, the amount of any Severance Payment or Benefit Continuation Executive is entitled to receive pursuant to Section 1.6.2 shall be reduced by an amount equal to any payments Company is required to provide Executive under WARN or by the amount of pay Executive receives during any portion of WARN's 60-day notice period where Executive does not perform any work for Company.

2.           REPRESENTATIONS AND WARRANTIES BY EXECUTIVE

Executive represents and warrants to Company that (a) this Agreement is valid and binding upon and enforceable against him in accordance with its terms, (b) Executive is not bound by or subject to any contractual or other obligation that would be violated by his execution or performance of this Agreement, including, but not limited to, any non-competition agreement presently in effect, and (c) Executive is not subject to any pending or, to Executive's knowledge, threatened claim, action, judgment, order, or investigation that could adversely affect his ability to perform his obligations under this Agreement or the business reputation of Company.  Executive has not entered into, and agrees that he will not enter into, any agreement either written or oral in conflict herewith.

3.1 Notices.  All notices, requests, and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission with answer back confirmation or mailed (postage prepaid by certified or registered mail, return receipt requested) or by overnight courier to the parties at the following addresses or facsimile numbers:

If to the Executive, to:

Harris A. Lichtenstein

15 Wyden Place Lane

Houston, Texas 77056

If to Company, to the Board at the following address:

Omnimmune Corp.

4600 Post Oak Place, Suite 352

Houston, Texas 77027

Attn:  Board of Directors

With copy to:

Frank McDaniel, Esq.

McDaniel & Henry, LLP

PO Box 681235

Marietta, Georgia  30067-0021

All such notices, requests and other communications will (a) if delivered personally to the addresses as provided in this Section be deemed given upon delivery, (b) if delivered by facsimile transmission to the facsimile number as provided in this Section be deemed given upon receipt, and (c) if delivered by mail in the manner described above to the addresses as provided in this Section be deemed given upon receipt (in each case regardless of whether such notice, request, or other communication is received by any other person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section).  Any party from time to time may change its address, facsimile number, or other information for the purpose of notices to that party by giving written notice specifying such change to the other parties hereto.

3.2 Authorization to be Employed.  This Agreement, and Executive's employment hereunder, is subject to Executive providing Company with legally required proof of Executive's authorization to be employed in the United States of America.

3.3 Entire Agreement.  This Agreement, together with the Statement, the Release Agreement, the Stock Option Agreement and Executive Note (all of which being entered into by and between Company and Executive of even date herewith (with the Executive Note being dated as of March 1^st, 2008)), supersedes any and all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect thereto.  In particular, except for claims arising under the Executive Note, Executive hereby and forever releases and discharges Company and each Affiliate thereof from any and all causes of action, actions, affirmative defenses, defenses, counterclaims, judgments, liens, indebtedness, damages, losses, claims, liabilities  and demands of every kind and character, whether known or unknown, liquidated or unliquidated, suspected or unsuspected, existing or prospective, from the beginning of time through and including the Effective Date arising from, under or in connection with that certain employment agreement entered into by and between Company and Executive dated as of the __th day of ____ 200_.

3.4 Survival.  The parties hereby acknowledge and agree that, notwithstanding any provision of this Agreement to the contrary, their respective obligations pursuant to Sections 1.6 2, 3 and the Statement shall survive the termination of this Agreement, the Employment Term and/or the Executive's employment with Company.

3.5 Waiver.  Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition.  No waiver by any party hereto of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.  All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

3.6 Amendment.  This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each party hereto.

3.7 Recovery of Attorney's Fees.  In the event of any litigation arising from or relating to this Agreement, the prevailing party in such litigation proceedings shall be entitled to recover, from the non-prevailing party, the prevailing party's reasonable costs and attorney's fees, in addition to all other legal or equitable remedies to which it may otherwise be entitled.

3.8 No Third Party Beneficiary.  The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and Company's successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.

3.9 No Assignment; Binding Effect.  This Agreement shall inure to the benefit of any successors or assigns of Company.  Executive shall not be entitled to assign his obligations under this Agreement.

3.10 Headings.  The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

3.11 Severability.  Company and Executive intend all provisions of this Agreement to be enforced to the fullest extent permitted by law.  Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of any provision of this Agreement is too broad to be enforced as written, Company and Executive intend that the court should reform such provision to such narrower scope and/or operation as it determines to be enforceable.  If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such provision was never a part of this Agreement, and (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by illegal, invalid, or unenforceable provisions or by their severance.

3.12 Governing Law and Jury Trial.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL MATTERS, INCLUDING EMPLOYMENT AGREEMENTS, ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES (IF ANY) BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS EMPLOYMENT AGREEMENT OR MATTERS RELATED HERETO.

3.13 Jurisdiction.  The parties hereby consent to the personal jurisdiction and venue of any court physically located within the County of Harris, Texas in connection with any legal or equitable action between the parties arising out of or in connection with this Agreement.