EMPLOYMENT AGREEMENT

Exhibit 10.52

EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT (this "Agreement"), effective as of January 1, 2007 (the "Effective Date " ) by and between IGI, Inc., having an address at 105 Lincoln Avenue, Buena, New Jersey 08310 (" Company ") and Rajiv Mathur have an address at 35 Milestone Drive, Ringoes, New Jersey 08551(" Executive" ). Company and Executive are referred to hereinafter as the " Parties ".

R E C I T A L S :

      WHEREAS, the Company desires to employ the Executive on the terms and subject to the conditions set forth herein, and Executive is willing to accept such employment on such terms and conditions; and

      WHEREAS, by virtue of such employment, Executive will have access to Confidential Information of IGI and its subsidiaries (the "IGI Companies"); and

      WHEREAS, Executive acknowledges and agrees that the Company (on behalf of itself and the IGI Companies) has a reasonable, necessary and legitimate business interest in protecting its own and the IGI Companies' Confidential Information, client accounts, relationships with prospective clients, Goodwill and ongoing business, and that the terms and conditions set forth below are reasonable and necessary in order to protect these legitimate business interests.

      NOW THEREFORE, in consideration of the representations, warranties, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are conclusively acknowledged, the Parties, intending to become legally bound, agree as follows:

A G R E E M E N T :

1.    DEFINITIONS

      1.1   Specific Definitions . Capitalized terms not defined elsewhere herein shall have the following meanings ascribed to them:

       "Board" means the Board of Directors of IGI, Inc.

      " Change in Control" shall mean the occurrence of any of the following events:

      (a)  any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than an individual or entity to which the Company sells securities representing at least 3% of its voting power (after giving effect to the sale) on or before June 1, 2007, Jane Hager, Edward Hager, Steve Morris, Frank Gerardi or any of their respective affiliates, any entity of which any of the foregoing are trustees, or trusts established for their benefit, the Company, any trustee or other fiduciary

holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company) is or becomes the owner, directly or indirectly, of outstanding securities of the Company representing 60% or more of the combined voting power of the Company's then outstanding securities;

      (b)  the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 40% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a re-capitalization of the Company (or similar transaction); or

      (c)  a sale of all or substantially all of the assets of the Company;

      " Goodwill " means the expectation of continued patronage from client accounts and new patronage from prospective clients.

      " Person " means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a limited liability company, or a governmental entity (or any department, agency, or political subdivision thereof).

      " IGI Business " means the businesses provided by any of the IGI Companies.

      " IGI Companies " or " IGI Company " means the Company, its subsidiaries (including the Company), and any entity under the control (as defined in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended, without regard to whether any party is a "registrant" under such Act) of IGI, and any of their successors or assigns.

2 .   POSITION, RESPONSIBILITIES AND TERM

      2.1.   Executive's Position. On the terms and subject to the conditions set forth in this Agreement, the Company shall employ Executive to serve as President and Chief Executive Officer of the Company. Executive shall report to the Board of Directors of the Company and the Executive Committee thereof. Executive shall perform such services in the Company's offices in Buena New Jersey (except for the time before the executive can relocate to a reasonable distance from Buena as per section 4.5 of this agreement, in which Executive is expected to work from his Buena office for an average of three days per week and from his home for the remainder of the time) and shall incur such business travel as may be reasonably required of him in the performance of his duties. Executive shall also be nominated by the Board of Directors each year during the Term (provided a notice of non-renewal or notice of termination of employment has not been sent by either party prior to the date the annual Proxy Statement is sent to stockholders) to be a director of the Company. Nothing herein shall require the Board of Directors to nominate Executive, the only consequence of such failure being that the Company shall be in breach of this Agreement.

      2.2   Executive's Responsibilities . The Executive shall perform all duties customarily attendant to the position and shall perform such services and duties commensurate with such positions as may from time to time be reasonably prescribed by the Board.

      2.3   No Conflicts of Interest. Executive further agrees that throughout the period of his employment hereunder, he will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would interfere with or present a conflict of interest concerning Executive's employment with the Company; provided , that Executive shall be permitted to serve on the boards of directors of such other companies as the Board shall approve, and that Executive may make personal investments and may act as a director and engage in other activities for any charitable, educational, or other nonprofit institution, as long as such investments and activities do not materially interfere with the performance of Executive's duties hereunder. Executive agrees to adhere to and comply with any and all business practices and requirements of ethical conduct set forth in writing from time to time by the Company in its employee manual or similar publication.

      2.4.   Initial Term. Executive shall be employed for an initial three year term (the " Initial Term ") commencing on January 1, 2007 and ending on the third anniversary of the date thereof, unless sooner terminated in accordance with the provisions of Section 8 of this Agreement.

      2.5   Renewal Term. Unless written notice of termination of this Agreement is given by one party to the other not less than 180 days prior to the termination of the then current Term, this Agreement shall be extended for an additional year term (the " Renewal Term(s) ") provided that nothing herein shall obligate either party hereto to renew or extend the Agreement. For purposes of this Agreement all references to "Term" shall also apply to the "Initial Term" and any "Renewal Terms(s)" unless otherwise specified. For purposes of this Agreement, failure by the Company (as opposed to Executive) to renew this Agreement shall be considered a termination "without cause" under Section 8.1 hereof (unless the reason for such non-termination fits within the definition of "cause").

3.  ACCEPTANCE

      3.1  Executive hereby accepts such employment and agrees that throughout the period of employment hereunder, Executive will devote his full business time, attention, knowledge and skills faithfully, diligently and to the best of his ability, in the furtherance of the business of the IGI Companies.

4.  COMPENSATION

      4.1.   Base Salary . As compensation for the services to be rendered by Executive hereunder, the Company agrees to pay Executive, and Executive agrees to accept, an initial base salary (" Base Salary ") during employment hereunder at the annual rate of not less than Two Hundred and Ninety Two Thousand (292,000) Dollars. Executive's salary shall be reviewed no later than January 15 ^th of each year during the term commencing 2008 and Executive shall receive no less than a 3.5% increase in Base Salary for the twelve month periods commencing January 1, 2008 and January 1, 2009. In addition, each year Executive may be granted options

and all such options shall fully vest one year from the date of grant, other than options granted pursuant to Section 4.7 hereof, provided Executive is employed by the Company on the vesting date. The Base Salary shall be payable in equal installments by the Company according to its normal payroll practices.

      4.2   Benefits. In addition to such compensation, Executive shall be entitled to the benefits which are afforded generally, from time to time to similarly situated executive employees of the IGI Companies. Notwithstanding the foregoing, nothing contained in this Agreement shall require the IGI Companies to establish, maintain or continue any of the group benefits plans already in existence or hereafter adopted for the employees of the IGI Companies, or restrict the right of the IGI Companies to amend, modify or terminate such group benefit plans in a manner which does not discriminate against Executive as compared to other executive employees of IGI Companies.

      4.3   Paid Time Off. Executive shall be entitled to thirty business days of paid time off (consisting of vacation and personal days) and sick days and holidays as are provided in general to similarly situated employees of the IGI Companies, in accordance with usual practices and procedures. Without limiting the foregoing, unless otherwise required by law, Executive shall not be entitled to any additional compensation for any unused paid time off. Paid time off shall stop accruing once Executive has accumulated and not used the number of days to which he is entitled to in a year.

      4.4   Automobile Allowance . The Company agrees to pay to Executive $750 per month, during the Term to be used exclusively by Executive for the retention (whether by lease or otherwise), maintenance, insurance and care of an automobile to be used by Executive in the discharge of his duties to Company. In addition, Company shall reimburse Executive for all gas and parking incurred by Executive in connection with the performance of his duties and the conduct of the business of the Company. Other than as set forth in the foregoing sentences and section 4.5, and other than for car rentals on business trips, Executive will not be reimbursed for mileage.

      4.5   Relocation. The Company shall pay Executive's relocation expenses in an amount not to exceed $75,000, upon presentation of appropriate vouchers therefore, provided that the Company shall not be obligated to make any such reimbursement until later of (i) the one year anniversary of this Agreement and (ii) when the Company can reasonably afford payment. The Company shall reimburse Executive for actual commuting gasoline expenses and prior agreed hotel stay expenses until the time of actual relocation. Executive agrees to relocate within a reasonable time once notification is given him that the Company can afford payment. Relocation expenses shall include but not limited to, closing costs, attorney fees, inspection fees, mortgage points, packaging costs, moving costs and any other cost related to buying or selling a house.

      4.6   Annual Performance Bonus . The Company shall grant Executive an annual bonus (the "Annual Bonus") for each of FY 2007, 2008 and 2009 during the Term payable in cash and/or stock options within 90 days after the end of such fiscal year . Executive must be employed by the Company on December 31 of a fiscal year in order to be eligible for a bonus under this Section 4.6 for such fiscal year.

      During the Term, Executive's annual bonus will be determined by the Board of Directors or Compensation Committee thereof. The Compensation Committee of the Board shall establish an objectively determinable performance target, which shall include one or more of the following components of overall Company performance: (i) growth in annual revenue, (ii) growth in operating profit, and (iii) growth in EPS, in each case as determined in accordance with the Company's accounting practices, as in effect on the first day of such fiscal year, and which may also provide for adjustments. Achievement of specified levels will result in a bonus award to the executive up to 100% of Base Compensation. The Committee shall establish such specified levels and the bonus award to be paid at each such specified level.

      For purposes of this Section 4.6, the Company's "sales revenues" shall be net of discounts and allowances and shall be otherwise determined under GAAP and shall include the sales revenues of the Company and all entities included in its consolidated financial statements, The Company's cash flow from continued operation activities as determined by independent auditors shall be used for the purpose of section 4.6 (iii).

      4.7   Grant of Stock Options.

      Upon the effective date of this Agreement the Company will grant Executive an option to purchase 500,000 shares of the Company's Common Stock under the Company's 1999 Equity Incentive Plan against delivery by Executive of documents deemed necessary under such plan by IGI at an exercise price equal to the average of the last 30 days clising price of the Company's stock on the effective date of this agreement. Such options shall be fully vested over a period of two years with one-half vesting each year on the anniversary date of employment.

      4.8   One Time Bonus . In addition, the Company will pay Executive a $50,000 bonus on or before September 15, 2007, if he is employed by the Company on the date of payment.

5.  EXPENSES

      5.1  Except as provided in Section 4.4 and Section 4.5, the Company shall reimburse Executive, in accordance with Company policy, for all expenses reasonably and properly incurred by Executive in connection with the performance of Executive's duties hereunder and the conduct of the business of the Company, upon the submission to the Company (or its designee) of appropriate vouchers therefor.

6.  CONFIDENTIAL INFORMATION AND PROPERTY

      6.1   Confidential Information.   Without the prior written consent of the Company, or except to the extent required in the good faith execution of his duties with the Company or as required by law or a valid order of a court of competent jurisdiction (in which event Executive shall notify such IGI Company as promptly as practicable (and, if possible, prior to the making of such disclosure)) , the Executive shall not, at any time, directly or indirectly, use, attempt to use, disclose, or otherwise make known to any person or entity (other than the Board): (a) any confidential or proprietary knowledge or information, including without limitation, lists of customers or suppliers, trade secrets, know-how, inventions, discoveries, processes, and systems,

as well as any data and records pertaining thereto, which the Executive may acquire in the course of his employment; or (b) any confiden