EMPLOYMENT AGREEMENT

Exhibit 10.1

     WHEREAS, the Executive has heretofore been employed by the Company as President and Chief Executive Officer;

     WHEREAS , both the Company and the Executive wish the Executive to continue his employment pursuant to a formal employment contract between the parties;

     WHEREAS the Executive represents that he possesses the necessary qualifications and experience and wishes to provide the Company with the benefit of such experience; and

     WHEREAS the Company represents that it will provide the necessary latitude to the Executive to assume fully his role as Chief Executive Officer and is in a position to honor its obligations and undertakings mentioned in this Agreement.

2.1    The Company hereby agrees to employ the Executive as President and Chief Executive Officer for the Company and on the representations and undertakings of the Company; the Executive agrees to accept such employment, all in accordance with the express terms in appendix 1, duties and obligations hereinafter set forth. The Executive will be entitled to the rights and benefits provided by the Company to its employees.

2.1   Subject to Section 5, the present agreement shall be for a period of an indeterminate term starting on the Effective Date, (hereinafter referred to as the "Term" ),

3.    DUTIES

3.1    The Company will employ the Executive on a full time basis in the position of President and Chief Executive Officer reporting to the board of directors of the Company (the "Board" ).  The Executive shall  carry out his  duties and exercise his powers in connection with the Company as the Board shall from time to time  reasonably  require and confer upon him; The Executive shall be given the necessary  latitude,  discretion  and power to adequately and properly discharge his duties and responsibilities,

3.2   The Executive shall, during the term of this agreement:

      a)    Devote his full time and effort to the Company ,  well and faithfully serve the Company and use his best efforts,  talents and  endeavors to promote the interest of the Company ; and

      b)    Carry out such other duties as may be from time to time, assigned to him by the Board.

3.3   The Executive shall not without prior written consent of the Company fulfill a paid function or a time-consuming non-paid function on his own behalf or that of third parties.

3.4   The Executive may continue his engagement as a Business Development member of BioQuébec.

4     COMPENSATION

The Executive shall be entitled to an annual salary of $100,000 Can. The salary will be reviewed annually by the Compensation Committee of the Board. Performance bonuses of 10% annual salary or stock shares may be paid to the Executive in accordance to the yearly objectives set by the Compensation Committee and the yearly business plan adopted by the Board.

The Executive shall be entitled to three weeks paid vacation. Additional vacation allotments up to a maximum of an additional two weeks shall be determined by the Board.  The Executive shall participate in all executive benefit plans (the "Executive Benefits" ) which the Company may provide, including medical/hospital and extended health care benefits and life insurance.  These plans provided to the Executive will be at least equivalent with those provided to the other Executives of the Company . The Company reserves the right to unilaterally revise the terms of the Executive Benefits.

The Company will reimburse the Executive for any reasonable expense incurred in connection with his duties under this Agreement, provided that the Executive provides to the Company in a timely  manner an  itemized  written  account and receipts acceptable to the Company and the Board's Audit Committee in accordance with the policies established  from time to time by the Company .

The Executive shall be entitled to a car allowance which will be reimbursed in accordance to the policies of the Company.

The Executive shall be granted 750,000 shares of the Company's common stock, at their closing price, on the business day prior to the date of ratification of this agreement by the Board, of which 375,000 will be disbursed immediately, 375,000 shall be distributed 6 months after the signature of the contract.  Notwithstanding the foregoing, all of the Executive's shares shall be vested ipso facto, in the event of a take-over bid which results in a change in the control of the Company

5.1    The Company acknowledges that the Executive is bound by confidentiality, non-solicitation, non-competition and intellectual property agreement with Biosyntech Corporation and the Company will not cause the Executive to breach the terms and conditions of the Agreement.

5.2   The Executive believes that he is not in breach of the confidentiality, non-solicitation, non-competition and intellectual property agreement with Biosyntech Corporation by accepting employment by the Company .

5.3   The Executive acknowledges  that as a result of his  employment,  he will have  access to  confidential information  of   the Company   which is highly important to the Company . Such confidential information includes, but is not limited to, all present and future technical knowledge, unpatented or non-patentable inventions, manufacturing  and trade  secrets, processes,  manufacturing procedures, methods, discoveries, concepts, formulas, techniques, systems, data,  results,  drawings, algorithms, models,  prototypes, products developed  by and for the Company , in whatever  form, codes, ideas, designs, integrated circuit topographies, trademarks, copyrights, business information relating to inventions or products, research and development, strategies  and  methods  which  are not standard  industry practices, proposals, industrial skills, operating and testing procedures, production processes,  finances,  customers, marketing, and future business plans (hereinafter, referred to as the "Confidential Information" ).

      The Executive agrees that he will maintain in confidence and will not disclose or make use of, the Confidential Information, other than for the benefit of the Company , at any time during or after the term of his employment with the Company , without the prior written consent of the Company , any Confidential Information whether or not the Confidential Information is in writing or in any other form.

      Upon termination of his employment or upon request by the Company , the Executive will deliver to the Company any and all written and tangible material in the Executive's possession incorporating the Confidential Information or otherwise relating to the business.

      This obligation with respect to the Confidential Information extends to information belonging to the customers and suppliers of the Company , or persons or entities who license Confidential Information or technology rights from or to the Company , and who may have disclosed such information to the Executive.

5.4   Subject to article 2095 of the Quebec Civil Code, the Executive agrees with and for the benefit of the Company that during his employment with the Company and for a period of twelve (12) months from the date of termination of his employment, however caused, he will not for any reason, directly or indirectly, either as an individual or as a partn