COLLEXIS HOLDINGS, INC. FIRST RESTATEMENT AND AMENDMENT OF SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST RESTATEMENT AND AMENDMENT OF SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 20th day of August 2009, by and between Collexis Holdings, Inc., a Nevada corporation (“Company”), and Darrell Gunter, a resident of the State of New Jersey (“Executive”).  Capitalized terms and phrases shall have the meaning ascribed thereto in this Agreement.

WHEREAS , Company and Executive entered into an agreement on the 1st day of April 2007 pursuant to which Company agreed to employ Executive and Executive agreed to be employed for the purpose of performing the duties described therein (the “Original Agreement”);

WHEREAS , each of the parties to the Original Agreement desire to amend and restate the Original Agreement by entering into this Agreement, which, among other things, would amend the definition of the phrase “Initial Term,” such that the Expiration Date would be extended by an additional three (3) years, and increase Executive's Base Salary and Severance Payments (in the case where the same should become due and payable);

WHEREAS , Company’s board of directors (the “Board”) has determined that it is in Company’s best interest to enter into this Agreement with Executive; and

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.

(a)            In General .  Executive shall serve as Company's Chief Marketing Officer (“CMO”).   In his capacity as Company’s CMO, Executive shall report directly to the Company’s Chief Executive Officer.  In such capacity, Executive shall (i) perform the duties and responsibilities customarily performed by an individual with such titles and as may otherwise be reasonably assigned to him from time to time.  Except as otherwise agreed upon by Company, Executive shall devote all of Executive's business time, energy and skill to performing the Services, shall not be otherwise employed and shall perform the Services diligently, faithfully and to the best of Executive's abilities.

Exhibit 10.9

(b)            Other Activities .  Notwithstanding the above, Executive may (i) serve as a director or trustee of other organizations, or (ii) 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.  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(b) do not interfere with Executive's performance of the Services or any other of Executive's written agreements with Company.

(c)            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 (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 1st day of April 2007 (the “Effective Date”) and ending upon the earlier of:

(a)            Expiration Date .  That date which coincides with the last day of the later of the Initial Term (as defined below) or the Renewal Term (as defined below)(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 sixth (6th) anniversary of the Effective Date (the “Initial Term Expiration 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 twenty (120) 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 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 .

(a)            Base Salary .  In consideration of the Services rendered to Company by Executive and Executive's covenants under this Agreement, Company agrees to pay Executive during the Employment Term a salary at the annual rate of Two Hundred and Forty Thousand Dollars ($240,000) (the “Base Compensation”), subject to upward adjustments as may from time to time be determined by Company’s Board, less statutory deductions and withholdings, payable in accordance with Company's regular payroll practices.

(b)            Bonus .  In addition to the Base Salary, during the Employment Term, Executive shall be entitled to such Bonuses (as defined below) as may from time to time be determined by the Board, which may be described in that certain schedule entitled “Bonuses,” attached hereto, marked as Exhibit “B,” and made a part hereof or evidenced under a separate writing.

(c)            Benefits Package .  Company has adopted and maintains for its employees generally an employee health and welfare benefit and retirement plan.  Subject to Company’s continued maintenance of such plans and satisfaction of applicable participation requirements, Employee shall be entitled to participate in the following such plans and such other plans as the right to participate may be extended, from time to time, to other members of Company’s senior management team:  401(k) Plan and   medical, life, disability and dental insurance.

(d)            Vacation and   Personal Leave .  Executive shall be entitled to twenty one (21) business days paid vacation, in accordance with the vacation accrual schedule, if any, set forth in Company's personnel policies or, if any, employee handbook.  Additionally, Executive shall be entitled to take personal leave up to a maximum of seven (7) business days for each year of this Agreement, such days being utilized for observance of religious holidays or sick leave, which days may not be accrued or otherwise carried over from year to year.

(e)            Reimbursement of Company Business Expenses .  Company shall within ninety (90) days of its receipt from Executive of supporting receipts to the extent required by applicable income tax regulations and Company’s reimbursement policies, reimburse Executive for all out-of-pocket 409A Permitted Business Expenses;  provided , however , that if such reimbursement would jeopardize the ability of the Company to continue as a going concern, Company’s obligation to make such reimbursement shall be deferred until such date as any such reimbursement would no longer have such effect.  For purposes of this Agreement, the phrase “409A Permitted Business Expenses” shall mean those reasonably and actually incurred expenses that are incurred by Executive in connection with his employment hereunder and consistent with Company policies and could otherwise be deducted by Executive under Code Section 162 or 167 as business expenses incurred in connection with the performance of services (ignoring any applicable limitation based on adjusted gross income).  Reimbursement of any and all 409A Permitted Business Expenses is conditioned on Executive submitting his request for reimbursement and supporting substantiation within sixty (60) of the date on which any such expenses shall have been incurred.

Exhibit 10.9

1.5 Termination of Agreement.

(a)            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”):

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

(ii)           Death or Disability .  Immediately upon the death of Executive or, subject to applicable law, if any, a determination by Company that Executive is or has become Disabled (termination pursuant to this Section being referred to herein as termination for “Death or Disability”)(For purposes of this Agreement, the term “Disabled” or “Disability” shall mean one of the following (A) 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, by reason of any medically determinable physical or mental impairment or other incapacity that can be expected to result in death or can be expected to last for a continuous period of not less than ninety (90) days

(iii)          Voluntary Termination By Executive .   Thirty (30) days following Executive's written notice to Company of his 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 (termination pursuant to this Subsection being referred to herein as “Voluntary” termination);

(iv)         Termination For Cause By Company .  Immediately following notice of termination for “Cause” (as defined below) given by Company and failure by Executive to Cure (as defined below), 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 (A) Executive being convicted of or entering a plea of guilty or nolo contendere 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); (B) subject to applicable law, if any, Executive's substance abuse that in any manner interferes with the performance of his duties and Executive’s failure to Cure; (C) 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; or (E) misconduct by Executive that has or could result in Company’s material discredit or diminution in value and Executive's failure to Cure the same.)(For purposes hereof the term “Cure” shall mean that conduct or refrain from conduct that shall be required to remedy within thirty (30) days of any such notice thereof any act or omission on the part of Executive that is the subject of the clam hereunder by Company to terminate Executive for Cause; provided , however , that (I) Executive shall have only one opportunity during the Term to exercise such right to Cure, (II) any such remedial conduct or refrain thereof shall be to Company’s reasonable satisfaction and (III) Company shall have the right to suspend Executive’s duties under this Agreement during any such period.);

Exhibit 10.9

(v)          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 for reasons other than Cause or for no reason Executive's employment under this Agreement upon and coincident with any delivery of written notice thereof; provided , however , that if and to the extent Company determines to provide less than thirty calendar days notice of its intent to terminate Executive (the “Optional Notice Period”), then in such event the Severance Payments (as such phrase is defined below) shall be extended by that number of days that the period between the delivery date of any such notice and the Termination Date is less than such Optional Notice Period.  Notwithstanding the foregoing, if Company elects to provide an Optional Notice Period, then at any time during such period, Company may elect to immediately either suspend, with no reduction in pay or benefits, Executive from all or any part of his duties as set forth in this Agreement (including, without limitation, Executive's position as CMO, as the case may be, and his Services relating thereto) or terminate this Agreement in accordance with this subsection (termination pursuant to this Subsection being referred to herein as termination “Without Cause”) or in accordance with any other applicable subsection under this Section 1.5(a) if and to the extent grounds for any such determination should exist;

(vi)         Termination For Good Reason by Executive .  Subject to the notice and cure provisions described below, Executive may terminate this Agreement for Good Reason so long as the Termination Date relating to such Separation From Service (as such phrase is defined in Internal Revenue Code, as amended (the “Code”) Section 409A; Treas. Reg. Section 1.409A-1(h)) occurs not later than ninety (90) days following the initial existence thereof.  A “Good Reason” shall be deemed to occur on account of any one of the following events so long as such act or omission occurred without Executive’s consent:

(A)           A material diminution in Executive’s Base Compensation without his prior written consent; or

(B)           A material diminution in Executive’s authority, duties or responsibility;

(C)           A material change in Executive's Employment Base must perform his services (for purposes of this subsection, a material change shall mean Executive’s Employment Base is relocated more than fifty (50) miles outside of the Employment Base without Executive's prior written consent);

(D)           Any other action or inaction that constitutes a material breach by Company of this Agreement;

Exhibit 10.9

(E)       Any act or omission on the part of any shareholder or any person who is a Related Person (within the meaning of Treas. Reg. Section 1.409A-1(f)(2)(ii)) of any such shareholder that could reasonably constitute either a breach of this Agreement or conduct for which Company or such person (or both) could be charged with a felony under any applicable state or federal law; provided , however , that in no event may Executive rely upon this clause (E) for the purpose of terminating this Agreement for Good Reason if and to the extent he has engaged in any act or omission in association with such person to cause or otherwise contribute to such breach or violation of law; or

(F)       Any repeated request to act or refrain from acting by any shareholder or any person who is a Related Person of any such shareholder which if complied with by any of member of Company’s senior executive team or board of directors could reasonably constitute either a breach of this Agreement or conduct for which Company or such person (or both) could be charged with a felony under any applicable state or federal law; provided , however , that in no event may Executive rely upon this clause (F) for the purpose of terminating this Agreement for Good Reason if and to the extent he has engaged in any act or omission in association with such person to cause or otherwise contribute to an actual or possible breach of this Agreement or violation of law.

Notwithstanding the foregoing, Executive’s right to terminate this Agreement for Good Reason shall be conditioned upon and may in no event be exercised until and unless Executive shall have provided Company written notice within thirty (30) days of the initial existence of any such condition, upon notice of which Company shall thereafter have forty five (45) days within which it may remedy the condition.  For purposes of clauses (E) and (F), any such remedy may include either Company or any person acting on its behalf making demand on or taking any reasonably appropriate legal action to cause such shareholder or Related Person to cease and desist from the act or omission described in Executive’s written notice.

(b)            Other Remedies .  Termination pursuant to Section 1.5(a)(iv) above shall be in