Exhibit 10.1

EMPLOYMENT AGREEMENT

        This Employment Agreement (this “Agreement”) is entered into between AVAX Technologies, Inc., a Delaware corporation (the “Corporation”), and Mr. Richard P. Rainey, an individual (the “Executive”) residing at 203 North Blakely Street, Dunmore, Pennsylvania, effective as of April 1, 2004, (the “Effective Date”).

WITNESSETH:

        WHEREAS, the Corporation and the Executive desire to enter into this Agreement, setting forth certain terms of the Executive’s employment.

        NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

        (a)   The Corporation engages and employs the Executive, and the Executive hereby accepts engagement and employment as President of the Corporation.

        (b)   The Executive shall perform his duties with all such powers and authority as appertain to such office in accordance with the Corporation’s by-laws, subject to overall direction consistent with the legal authority of the Board of Directors of the Corporation (the “Board”) and such duties, powers and authority shall not be limited or materially changed by the Corporation during the Employment Period. The Executive shall perform his duties hereunder from the Corporation’s offices and at such other places as shall be necessary according to the needs, business or opportunities of the Corporation; provided, that the Executive acknowledges and agrees that the performance by the Executive of his duties hereunder may require significant domestic and international travel by the Executive.

        (c)   The Executive shall report solely to the Board, and, subject to such direction and supervision, the Executive shall supervise, control and be responsible for all financial aspects of the Corporation and have such other executive powers and duties as may from time to time be prescribed by the Board.

        (d)   The Executive shall devote such of his time and efforts as shall be necessary to the proper discharge of his duties and responsibilities under this Agreement. The Executive may engage in other ventures and activities only with the permission of the Board.

        The Executive’s employment hereunder shall, unless earlier terminated, be for a term of three (3) years (the “Initial Period”) commencing on the Effective Date of this Employment Agreement. The Initial Period and any Renewal Periods (as defined below) are collectively referred to herein as the “Employment Period”. On a date not less than nine (9) months before the end of the Employment Period, the Company and the Employee shall negotiate in good faith whether to extend the Term of this Agreement for a further three year period (the “Renewal Periods”) which term(s) are subject to earlier termination as hereinafter provided.

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        (a)   As compensation for the performance of his duties on behalf of the Corporation, the Executive shall be compensated during the Employment Period as follows:

        (b)   The Corporation hereby awards to the Executive the right and option to purchase from the Corporation all or any part of an aggregate 250,000 shares of the Common Stock of the Corporation, par value $.004, at an exercise price of $0.125 per share. These options shall vest and be exercisable in accordance with the terms and conditions of the Corporation’s Incentive Stock Option Plan. In addition, from time to time, at the discretion of the Board of Directors, the Executive may be entitled to additional stock options pursuant to the Corporation’s Incentive Stock Option Plan.

        (c)   The Corporation shall reimburse the Executive for all normal, usual and necessary expenses incurred by the Executive in furtherance of the business and affairs of the Corporation, including reasonable travel and entertainment, against receipt by the Corporation of appropriate vouchers or other proof of the Executives expenditures and otherwise in accordance with such Expense Reimbursement Policy as may from time to time be adopted by the Board of Directors of the Corporation.

        (d)   The Executive shall be entitled, during the Employment Period, to not less than four weeks per year of paid vacation time, so long as it does not, in the discretion of the Board, disrupt operations. The days selected for the Executive’s vacation must be mutually agreeable to the Corporation and the Executive.

        (e)   During the Employment Period, the Executive shall be entitled to participate in any group insurance, hospitalization, medical, dental, health and accident, disability or similar plan or program of Corporation now existing or established hereafter to the extent that he is eligible under the general

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provisions thereof. The Corporation shall at all times during the term of this Agreement maintain at its expense life insurance on the life of the Executive with death benefits of at least Six Hundred Thousand Dollars ($600,000) in the form of a policy owned by the Executive, the beneficiaries of which are the Executive’s estate or other beneficiaries designated by the Executive. Upon termination of this Agreement, the Corporation shall transfer the policy and all accrued benefits thereunder to the Executive at no cost to the Executive such that thereafter the Executive may maintain the full benefits of the policy by paying premiums that become due for periods after termination at levels not greater than those being paid by the Corporation during the term of this Agreement.

        (f)   The Executive shall continue to be entitled to receive his salary and benefits hereunder during any period (up to a maximum of 10 business days (or such greater number of days as are consistent with the Corporation’s sick leave policies) per year) during which he is unable to perform his duties hereunder because of ill health or Disability (as defined below).

        (g)   Subject to paragraphs (d) through (f) of Section 10 below, the Executive must be an employee of the Corporation at the time that any compensation is due in order to receive such compensation.

        The Executive hereby represents and warrants to the Corporation as follows:

        (a)   Neither the execution and delivery of this Agreement nor the performance by the Executive of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which the Executive is a party or by which he is bound.

        (b)   The Executive has the full right, power and legal capacity to execute and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Executive enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for the Executive to execute and deliver this Agreement or perform his duties and other obligations hereunder.

        The Corporation hereby represents and warrants to the Executive as follows:

        (a)   The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, which has all requisite corporate power and authority to own its properties and conduct its business in the manner presently contemplated.

        (b)   The Corporation has full power and authority to enter into this Agreement and to incur and perform its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms.

        (c)   The execution, delivery and performance by the Corporation of this Agreement does not conflict with or result in a breach or violation of or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) the certificate of incorporation or by-laws of the Corporation, or any agreement or instrument to which the Corporation is a party or by which the Corporation or any of its properties may be found or affected.

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        (a)   The Executive understands and recognizes that his services to the Corporation are special and unique and agrees that, during the Employment Period and for a period of two years from the date of termination of his employment for cause hereunder, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business directly competitive with the Corporation’s business or relating to — immunotherapies for the treatment of cancer, or other therapies, treatments or matters within the scope of, or research and development relating to, the Corporation’s business, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate within the area that the Corporation is, at the date of termination, conducting its business (collectively, “Restricted Business”). This paragraph 5(a) shall be null and void if the Executive is terminated by the Corporation for any reason other than that pursuant to Section 10(a)(iii).

        (b)   In the event that the Executive breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 6, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Corporation be prevented from seeking any other remedies that may be available.

        (a)   The Executive agrees that during the course of his employment and for a period of three years after termination, he will not disclose or make accessible to any other person, the Corporation’s products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets and other confidential and proprietary business information of the Corporation or any of its clients except to the extent the same have become generally known to the public other than through a breach of this Section 6. The Executive agrees: (1) not to use any such information for himself or others during such three-year period; and (ii) not to take any such material or reproductions thereof from the Corporation’s facilities at any time during his employment by the Corporation, except as required in the Executive’s duties to the Corporation. The Executive agrees immediately to return all such material and reproductions thereof in his possession to the Corporation upon request and in any event upon termination of employment.

        (b)   Except with prior written authorization by the Corporation, the Executive agrees not to disclose or publish any of the confidential, technical or business information or material of the Corporation, its clients or any other party to whom the Corporation owes an obligation of confidence, at any time during or for a period of three (3) years after his employment with the Corporation.

        (a)   The Executive agrees that all information that has been created, discovered or developed by the Corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Corporation’s business created by, discovered by, developed by or made known to the Corporation or the Affiliates by Executive during the Employment Period and information relating to Corporation’s customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Corporation or the Affiliates, shall be the sole property of the Corporation or the Affiliates, as applicable, and the Corporation or the Affiliates, as the case may be, shall be the sole owner of all patents,

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copyrights and other rights in connection therewith, including but no limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called “Proprietary Information”. By way of illustration but without limitation, Proprietary Information shall include all discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Corporation’s or the Affiliates’ employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).

        (b)   The Executive further agrees that at all times, both during the Employment Period and after the termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Corporation or the Affiliates, as appropriate, except as maybe necessary in the ordinary course of performing his duties hereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Corporation and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Executive, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Corporation or the Affiliates would be wrongful and could cause irreparable harm to the Corporation or the Affiliates, as the case may be.

        Notwithstanding the foregoing, the parties agree that, at all such times, the Executive is free to use (1) information in the public domain not as a result of a breach of this Agreement, (ii) information lawfully received from a third party and (iii) the Executive’s own skill, knowledge, know-how and experience to whatever extent and in whatever way he wishes, in each case consistent with his obligations as the Executive and that, at all times, the Executive is free to conduct any non-commercial research not relating to the Corporation’s business.

        (a)   During the Employment Period, the Executive agrees that he will promptly disclose to the Corporation, or any persons designated by the Corporation, all improvements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, information about the Corporation’s or the Affiliates’ employees and/or consultants (including, without limitation, job performance of such employees and/or consultants), techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications, made or conceived or reduced to practice or learned by him, either alone or jointly with others, during the Employment Period (all said improvements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, manufacturing or other strategies, customer lists, information about the Corporation’s or the Affiliates’ employees and/or consultants, techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications shall be collectively hereinafter called “Inventions”).

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        (b)   The Executive agrees that all Inventions shall be the sole property of the Corporation to the maximum extent permitted by applicable law and to the extent permitted by law shall be “works made for hire” as that term is defined in the United States Copyright act (17 USCA, Section 101). The Corporation shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith. The Executive hereby assigns to the Corporation all right, title and interest he may have or acquire in all Inventions. The Executive further agrees