EXECUTIVE EMPLOYMENT AGREEMENT

a.    Position. Executive shall be employed as President of Company’s majority-owned subsidiary, Bio Check. Executive shall perform such duties and responsibilities as are normally related to the position of President and any additional duties now or hereafter reasonably assigned to Executive. At all times during which the Company owns less than all of the issued and outstanding capital stock of Bio Check, Executive shall report to the Board of Directors of Bio Check. On and after the time the Company owns all of the issued and outstanding capital stock of Bio Check (the “Complete Ownership Date”), Executive shall report to the Chief Executive Officer of the Company. Executive shall abide by the rules, regulations, and practices as adopted or modified from time to time by the Board of Directors of Bio Check. Executive shall also be appointed as a member of the Board of Directors of Bio Check and, provided that Executive is serving as Bio Check’s President, the Board of Directors of Bio Check shall nominate and recommend a vote for Executive in connection with any election of the Board of Directors.

b.    Other Activities. Executive covenants and agrees to devote not less than ninety percent (90%) of his business time and efforts to the primary business of Bio Check. The parties acknowledge that Executive will, consistent with the terms of this Agreement, be providing services to Evernew Biotech, Inc. that involves less than ten percent (10%) of his business time and efforts. Except as otherwise contemplated by this Agreement, Executive will not, during the term of this Agreement, (i) accept any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with Executive’s duties and responsibilities hereunder or create a conflict of interest with the Company, Bio Check or their affiliates. Subject to the time and efforts limitation of this Section 1(b), providing business development support to Evernew Biotech, Inc. to build and maintain relationships with its customers and investors shall not be deemed to be a violation of this Section 1(b), so long as (i) within six months from the date hereof, the Executive is no longer affiliated as an executive officer or director of Evernew Biotech, Inc., and (ii) Executive (together with his family members) no longer holds any shares of Evernew Biotech, Inc., within six months from the date that a principal product or service of Evernew Biotech, Inc. competes with a principal product or service of the Company, as reasonably determined by the Company.

c.    No Conflict. Executive represents and warrants that Executive’s execution of this Agreement, Executive’s employment hereunder, and the performance of Executive’s proposed duties under this Agreement shall not violate any obligations Executive may have to any other employer, person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity.

a.    Base Salary. In consideration of the services to be rendered under this Agreement, Bio Check shall pay Executive a salary at the rate of Two Hundred Forty Thousand Dollars ($240,000) per year (“Base Salary”). The Base Salary shall be paid in accordance with Bio Check’s regularly established payroll practice. Executive’s Base Salary will be reviewed from time to time by the Board of Directors of Bio Check in accordance with the established procedures for adjusting salaries and may be adjusted in the sole discretion of the Board of Directors; provided however, Executive’s salary shall not be reduced without the consent of Executive.

b.    Stock Options. The Board of Directors of the Company has approved the grant to Executive of an option to purchase 500,000 shares of the common stock of the Company (the “Initial Options”) at an exercise price equal to the fair market value of the Company’s common stock as of the date of grant pursuant to the form of Notice of Stock Option Award and Stock Option Agreement appended hereto as Exhibit A . If the Company consummates the purchase of all of the outstanding shares of Bio Check pursuant to that Stock Purchase Agreement between the Company, Bio Check and the stockholders of Bio Check dated September 19, 2005, as amended on November 18, 2005 and December 6, 2005 (“Stock Purchase Agreement”), Executive will be eligible for an additional grant of options equal to 250,000 shares of the common stock of the Company (as adjusted for stock splits, dividends, combinations or other recapitalizations) at the conclusion of each of the twelve (12) month and twenty-four (24) month periods following the date hereof (collectively, “Additional Options”) (the Initial Options and the Additional Options, collectively, the “Options”), so long as at the conclusion of the applicable twelve (12) month and twenty-four (24) month period, Bio Check’s net sales for the then most recently completed fiscal year exceed the net sales of the fiscal year which immediately precedes such most recently completed fiscal year (“Net Sales Goals”). If Bio Check fails to meet or exceed the Net Sales Goal at the conclusion of the initial twelve (12) month period following the date hereof, Executive shall nevertheless be eligible to receive the Additional Options allocated for the initial twelve (12) month period following the date hereof, if at the end of the twenty-four (24) month period following the date hereof, the Company exceeds its overall Net Sales Goal for the overall twenty-four (24) month period. Executive’s eligibility to receive each of the Options is conditioned upon Executive’s signing of the Company’s form of Stock Option Agreement as attached hereto as Exhibit A and is subject to its terms and the terms of the Company’s 2003 Stock Incentive Plan under which such Options are granted and other applicable law. All Additional Options to be granted hereunder shall have an exercise price equal to the fair market value of the Company’s common stock on the date of grant. All Options and accompanying grants of restricted stock, if any, shall be subject to vesting at a rate of 25% per annum subject to continued employment, and all options shall be exercisable for ten (10) years from the date of grant. Executive shall have a period of twelve (12) months following any termination of employment by the Company or Bio Check to exercise vested options.

c.    Performance Bonus. Each fiscal year, Executive shall also be eligible upon achieving annual performance goals (which prior to the Complete Ownership Date shall be established by Bio Check’s Board of Directors and on and after the Complete Ownership Date shall be established by the Company’s Board of Directors), to earn a target bonus (which prior to the Complete Ownership Date shall be set in advance by Bio Check’s Board of Directors in its sole discretion and on and after the Complete Ownership Date shall be set in advance by the Company’s Board of Directors in its sole discretion). If Executive’s employment with Bio Check or the Company is terminated, for any reason, prior to the conclusion of a fiscal year, he shall not be eligible to earn a performance bonus for such year.

d.    Benefits. Executive shall be eligible to participate in the benefits made generally available by Bio Check to senior executives, in accordance with the benefit plans established by Bio Check, and as may be amended from time to time in the sole discretion of the Bio Check Board of Directors.

e.    Expenses. Bio Check shall reimburse Executive for reasonable business expenses incurred in the performance of Executive’s duties hereunder in accordance with the Bio Check’s expense reimbursement guidelines.

f.    Indemnification. Bio Check agrees to defend and indemnify Executive against any liability that Executive incurs within the scope of his employment with Bio Check to the fullest extent permitted by Bio Check’s articles and by-laws and applicable law.

a.    At-Will Termination by   Company. Subject to the provisions of Section 3(c), the employment of Executive shall be “at-will” at all times. Subject to the provisions of Section 3(c), Bio Check may terminate Executive’s employment with Bio Check at any time, without any advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of Bio Check relating to the employment, discipline or termination of its employees. Upon and after such termination, all obligations of the Company and Bio Check under this Agreement shall cease, unless Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, in which case Bio Check shall provide Executive with the severance benefits described in Section 3.b below.

b.    Severance. Except in situations where the employment of Executive is terminated for Cause, By Death or By Disability (as defined below), in the event that Bio Check terminates the employment of Executive at any time, or if Executive terminates his employment at any time for Good Reason, Executive will be eligible to receive an amount equal to twelve (12) months of the then-current Base Salary of the Executive payable in the form of salary continuation (“Severance”). Executive’s eligibility for Severance is conditioned on Executive having first signed a release agreement in a form attached hereto as Exhibit B . Executive shall not be entitled to any Severance payments if Executive’s employment is terminated for Cause, By Death or By Disability, or if Executive’s employment is terminated by Executive for any reason, except for Good Reason.

c.    Limitation . Notwithstanding the provisions of Section 3(a), Bio Check may not terminate this Agreement or Executive’s employment with Bio Check prior to the Complete Ownership Date without the unanimous consent of all of the members of the Board of Directors of Bio Check then in office, provided that the foregoing unanimous consent shall not be required for a termination for Cause, By Death or By Disability.

a.    Termination for Cause. For purposes of this Agreement, for “Cause” shall mean: (i) Executive commits a crime involving dishonesty, breach of trust, or physical harm to any person; (ii) Executive willfully engages in conduct that is in bad faith and materially injurious to Bio Check or the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive commits a material breach of this Agreement or the Shareholders Agreement between Bio Check, the Company and the Company’s shareholders of even date herewith, which breach is not cured within twenty (20) days after written notice to Executive from Bio Check or the Company; (iv) Executive willfully refuses to implement or follow a reasonable and lawful policy or directive of the Board of Directors of Bio Check, which breach is not cured within twenty (20) days after written notice to Executive from Bio Check; or (v) Executive engages in misfeasance or malfeasance demonstrated by a pattern of failure to perform job duties diligently and professionally. Bio Check may terminate Executive’s employment for Cause at any time, without any advance notice. Bio Check shall pay to Executive all compensation to which Executive is entitled up through the date of termination, subject to any other rights or remedies of Bio Check or Company under law; and thereafter all obligations of the Company and Bio Check under this Agreement shall cease.

b.    By Death. Executive’s employment shall terminate automatically upon Executive’s death. Bio Check shall pay to Executive’s beneficiaries or estate, as appropriate, any compensation then due and owing. Thereafter, all obligations of the Company and Bio Check under this Agreement shall cease. Nothing in this Section shall affect any entitl