Agreement

1.

Term and Compensation . (a) This Agreement shall continue for a two year period, except the term shall be automatically renewed for a period of one year on each expiration date ("Employment Term") unless either party provides three months written notice of non-renewal to the other party.

(a)

Executive shall be paid $175,000 per year (the "Base Salary"), payable on a bi-monthly basis in arrears. The Base Salary may be increased from time to time as determined by the Compensation Committee of the Board of Directors (the "Committee"). Such salary shall be effective upon the Corporation completing a Minimum Financing Transaction. A Minimum Financing Transaction is defined as a single or series of transactions that take place subsequent to the date of this Agreement whereby the Corporation raises at least $4 million in gross proceeds. A Minimum Financing Transaction may consist of, or a combination of, the sale of equity or debt, the exercise of warrants or proceeds received under a licensing agreement. From the date of this Agreement until such time that the Minimum Financing Transaction is completed, Executive shall be paid the interim salary of $144,000, payable on a bi-monthly basis in arrears.

(b)

Executive shall be entitled to an annual cash performance bonus of up to 50% of the Base Salary (the "Performance Bonus") based on annual target performance objectives approved by the Committee. The bonus target may be raised during the Employment Term at the discretion of the Committee. The bonus will only be earned and payable in the event that the Corporation completes a Minimum Financing Transaction. The Compensation Committee of the Board shall be responsible for determining annual bonuses and shall make such determination on or before December 15 ^th of each fiscal year. Bonuses earned in any fiscal year shall be paid in full on or before March 15 ^th of the following fiscal year (e.g. bonus earned in FY'05 shall be paid no later than March 15, 2006).

(c)

Executive currently holds options to purchase 400,000 shares of the Corporation's common stock and options to purchase 750,000 shares of common stock of Osmotics Corporation, all as evidenced by formal option agreements. From time to time, at the discretion of the Committee, Executive may be eligible for additional stock option grants and/or other equity incentive awards.

2.

Position and Responsibilities. Subject to the terms and conditions set forth herein, the Corporation hereby engages and employs you, and you hereby accept engagement and employment as the Chief Financial Officer of the Corporation. Your responsibilities and authority will be consistent with those customarily assigned to a senior executive holding the title of Chief Financial Officer including, but not limited to, overall responsibility for the finances and accounting of the Corporation, overall responsibility for financial reporting; overall responsibility for treasury and taxation; overall responsibility for financial planning and analysis; any other projects or responsibilities as determined by the CEO of the Corporation. The Executive's employment shall be on substantially a full-time basis, and the Executive shall spend such time as may reasonably be necessary, including being on call when out of the office to fully and adequately perform his duties as customarily understood and assigned by the Board of Directors.

3.

Vacation. Executive shall be entitled to four (4) weeks of paid vacation during each calendar year.

4.

Non-Competition. As of the date of this Agreement, the Corporation's business areas include: (1) the development and sale of prescription barrier repair skin care products; and (2) the development and sale of products based on technology in-licensed from Brigham Young University which may have applications as antibiotic, antiviral and anti-cancer agents. Executive understands and recognizes that his services to the Corporation are special and unique and agrees that, during the Employment Term, and for a period of twelve (12) months from the date of termination of the Employment Term, Executive shall not in any manner directly or indirectly, on behalf of Executive or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into, engage in or consult for any commercial business that directly competes with the Corporation (the "Restricted Business") within the geographic area of the Corporation's business. In the event that at the time the restriction applies the Corporation is no longer actively engaged in one or more of its business areas (as outlined above), then the Executive shall not be restricted from engaging in such line of business. However, nothing shall prevent the Executive from purchasing shares of any company in the public market or for working for a company that conducts a Restricted Business, so long as Executive is not performing work which is directly competitive to the Corporation's business areas. Executive acknowledges and agrees that given the services to be provided hereunder that this non-compete clause is reasonable.

5.

Confidential Information . Executive agrees that during the course of the Employment Term, and at any time after termination, Executive will keep in strictest confidence and will not disclose or make accessible to any other person without prior written consent of the Corporation, the Corporation's products, services, business plan, manner of doing business and technology, both current and under development, promotion, marketing and educational programs, customer and other lists, trade secrets and other confidential information and proprietary business information of the Corporation or any of its clients and third parties including, without limitation, Proprietary Information (as defined in Section 6) (all the foregoing collectively being referred to herein as the "Confidential Information"). Executive agrees (i) not to use any such Confidential Information for himself or others, (ii) not to disclose or publish any of the Confidential Information and (iii) not to take any such material or reproductions thereof from the Corporation's facilities at any time during the Employment Term, except, in each case, as required in connection with Executive's duties to the Corporation. Upon written notice by the Corporation, Executive shall promptly redeliver to the Corporation, or, if requested by the Corporation, promptly destroy all written or electronic Confidential Information and any other written or electronic material containing any information included in the Confidential Information, and will not retain any copies, extracts or other reproductions in whole or in part of such written or electronic Confidential Information (and upon request certify such redelivery or destruction to the Corporation in a written instrument reasonably acceptable to the Corporation and its counsel). Confidential Information shall not include information or materials which becomes publicly known through no fault of the Executive.

6.

Ownership of Proprietary Information. Executive agrees that all information, materials and/or inventions created, discovered or developed by Executive during the term of this Agreement (collectively, the "Inventions"), by the Corporation, its subsidiaries, affiliates or licensors, or made known to the Corporation or any of its affiliates by Executive during the Employment Term, and information relating to the Corporation's customers, suppliers, consultants, and licensees, and/or in which property rights have been assigned or otherwise conveyed to the Corporation or any of its affiliates ("Proprietary Information"), shall be the sole property of the Corporation or affiliates, as applicable, and the Corporation or the affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including without limitation the right to make application for statutory protection.

7.

Non-Solicitation . During the Employment Term, and for one (1) year thereafter, Executive shall not, directly or indirectly, without prior written consent of the Corporation: (a) interfere with, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Corporation and any of its licensees, clients, customers, suppliers, employees, consultants or other related parties, or (b) solicit or induce to hire any of the employees, agents, consultants or advisors of the Corporation, within six (6) months of the termination of said individuals employment or retention by the Corporation; provided, however, that this prohibition shall not apply to consultants or advisors so long as Executive is not in violation of this non-compete agreement and such consultant or advisor do not terminate their relationship with the Corporation as a result of such consultant's or advisor's involvement with the Executive, or (c) solicit or accept employment or be retained by any party who, at any time during the Employment Term, was a customer or supplier of the Corporation or any of its affiliates or any licensor or licensee thereof where such person's position will be related to a Restricted Business, or (d) solicit or accept the business of any customer or supplier of the Corporation or any affiliate of the Corpora