EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 31 ^st day of August, 2007, is between and among Gamma Pharmaceuticals Inc., a Delaware corporation (together with its successors or assigns as permitted under this Agreement, the “Company”), and Joseph Cunningham (the “Executive”).

The Company desires to employ the Executive and enter into an agreement embodying the terms of such employment, and the Executive desires to enter into this Agreement and to accept such employment.

In consideration of the mutual covenants and for other good and valuable consideration, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

(a)  “Base Salary” shall mean the salary provided for in Paragraph 4 below subject to such increases as may be made from time to time.

(c)  “Business Day” shall mean any day other than a weekend, a federal or state holiday or a vacation day for the Executive.

the conviction of ( not including any act as a result of pleading nolo contendere ) or entry of judgment against the Executive by a civil or criminal court of competent jurisdiction of a felony, or any other offense or wrongdoing involving embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty;

the indictment of the Executive by a state or federal grand jury or the filing of a criminal complaint or information for a felony, or any other offense involving embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty, unless such indictment or filing is dismissed within one hundred eighty (180) days from the date of such indictment or filing. The Board may elect to suspend and extend the Term of Employment by such one hundred eighty (180) day period or the number of days actually taken by the Executive to dismiss such indictment or filing, whichever is less; provided that the Executive notifies the Company in writing that the Executive intends to contest in good faith such indictment or filing and pursues the dismissal of such indictment or filing with reasonable diligence. During such period of suspension, the

Executive may be relieved of duties, but shall be entitled to receive Base Salary;

the written confession by the Executive of embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty or acts constituting a felony;

the finding by a court of competent jurisdiction in a criminal or civil action or by the U.S. Securities and Exchange Commission or state blue sky agency in an administrative proceeding that the Executive has willfully violated any federal or state securities law;

the engagement by the Executive in willful and continued misconduct, or the Executive’s willful and continued failure to substantially perform the Executive’s obligations as a director of the Company or as an employee of the Company, if, in the sole discretion of the Company, such failure or misconduct is materially damaging or materially detrimental to the business, operations or reputation of the Company;

the use by the Executive of alcohol or any controlled substance to an extent that it interferes, in the sole discretion of the Board, on a continuing and material basis with the performance of the Executive’s duties under this Agreement;

the willful, unauthorized disclosure by the Executive of Confidential Information, as defined in Paragraph 14, concerning the Company or any of its subsidiaries, unless such disclosure was (A) believed in good faith by the Executive to be appropriate in the course of properly carrying out duties under this Agreement, or (B) required by an order of a court having jurisdiction over the subject matter or a summons, subpoena or order in the nature thereof of any legislative body (including any committee thereof) or any governmental or administrative agency; or

the performance of services by the Executive, other than in the course of properly carrying out the Executive’s duties under this Agreement and as otherwise provided herein, for any other corporation or person that competes with the Company while the Executive is employed by the Company.

(e)  “Change in Control” shall mean the occurrence of any one of the following events:

any “person” (as that term is used in Section 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), other than an employee benefit plan of the Company, a trustee or other of their affiliates, Peter Cunningham, Joseph Cunningham or Hao Zhang becomes the “beneficial owner” (as defined in Rule 13d-3 under the

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Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at the election of directors; or

individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by at least a majority of the directors comprising the Incumbent Board, or whose nomination or election was approved by a majority of the Board of Directors of the Company serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as if he or she were a member of the Incumbent Board; or

the merger, consolidation or sale of all or substantially all the assets of the Company occurs; or

a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company with one or more corporations as a result of which the outstanding shares of the Company’s securities are actually exchanged for or converted into cash or property or securities not issued by the Company.

(g)  “Consolidated EBITDA” shall mean the Company’s consolidated “Earnings (Losses) from Operations” plus Interest, Taxes, Depreciation and Amortization but excluding (i) the sale of any material asset not in the ordinary course of business, and (ii) any charge against earnings for stock options pursuant to Paragraph 6 below. Consolidated EBITDA shall be determined on the accrual basis of accounting in accordance with generally accepted accounting principles. Consolidated EBITDA for a calendar year shall be determined by the Company’s independent accountants based on audited financial statements. Consolidated EBITDA for a period of less than one year shall be determined by the Company’s independent accountants based on a written report setting forth the basis of the review.

without the Executive’s prior written consent, one or more of the following events occurs:

the Executive is removed from the position of Chief Financial Officer (CFO) for any reason other than the termination of employment;

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the Executive suffers a material diminution in the authorities, duties or responsibilities normally associated with the foregoing position, including but not limited to an adverse change to Executive’s then position or title with the Company, or there are assigned to the Executive duties and responsibilities materially inconsistent with those normally associated with such positions;

the Executive’s Base Salary is decreased or Executive’s right to participate in the Variable Compensation Pool Plan described in Paragraph 5 is terminated by the affirmative act of the Company, or benefits under any material employee benefit plan or program of the Company is or are reduced by the affirmative act of the Company;

the Company fails to obtain a written agreement from any successors of the Company to assume and perform this Agreement;

If the Executive is a member of the Board, or is elected to the Board during the Term of Employment, a failure to re-elect to, or removal of the Executive from, the Board of Directors;

any other material breach by the Company of this Agreement; and

within 90 days of learning of the occurrence of such event (but in no event later than 180 days after the occurrence of such event), the Executive terminates the Executive’s employment with the Company.

(i)   “Disability” shall mean the Executive’s inability, for a period of twelve consecutive months, to render substantially the services provided for in Paragraph 3(a) below by reason of mental or physical disability, whether resulting from illness, accident or otherwise.

(j)   “Term of Employment ” shall mean the initial 5 year period specified in Paragraph 2 below and if, but only if, automatically renewed as provided in Paragraph 2, shall include the period of such renewal.

(a) The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, in the position and with the duties and responsibilities as set forth in Paragraph 3 below for the Term of Employment, subject to the terms and conditions of this Agreement.

(b) The Executive’s Term of Employment under this Agreement shall commence on the date this Agreement is executed by the Executive in the year 2007 and shall,

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unless sooner terminated as provided in Paragraph 11, terminate at 11:59 p.m. (P.D.T.) on the same date in the year 2012; provided that the Term of Employment shall automatically renew for successive five-year periods unless (i) it has sooner terminated as provided in Paragraph 11 or (ii) either Party has notified the other in writing at least 60 days prior to the otherwise scheduled expiration of the Term of Employment that such Term of Employment shall not so renew.

(a)       During the Term of Employment, subject to supervision and in accordance with the policies and directives established by the Board, and subordinate to and working under the supervision of the Chief Executive Officer (CEO) of the Company, the Company shall employ Executive as the CFO of the Company, with the duties, responsibilities and authorities customarily associated with such positions. The Executive shall be entitled to no additional remuneration for serving as an officer of the Company.

(b)       The Executive is permitted to engage in charitable, community and business affairs, managing personal investments and serving as a member of boards of directors of industry associations or non-profit or for profit organizations and companies so long as such activities do not materially interfere, in the opinion and sole discretion of the CEO of the Company, with the Executive’s duties and responsibilities under the Agreement. Thereafter, not less often than on January 1 of each year, the Executive shall disclose in writing to the CEO of the Company any changes to the information with respect to involvement in such entities or organizations.

During the Term of Employment, the Executive shall be paid by the Company a Base Salary payable no less frequently than in equal semi-monthly installments at an annualized rate of $150,000.00; subject to increase as may be determined by the Company within its sole discretion and as set forth below. Notwithstanding the foregoing, the Base Salary shall be increased each April 1 during the term hereof in an amount at least equal to the percentage increase in the Consumer Price Index - All Urban Areas (“CPI”) issued by the U.S. Department of Labor, Bureau of Labor Statistics, for the preceding calendar year.

The Company shall pay the Executive variable compensation for each quarter of each calendar year during the Term of Employment in amounts determined in accordance with the terms and provisions of the Variable Compensation Pool Plan.

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The Executive shall be entitled to participate in any stock option program of the Company now or hereafter established for the Company’s senior executives in accordance with the terms and provisions of such program .

The Executive shall be entitled to participate in any stock compensation program of the Company now or hereafter established for the Company’s senior executives in accordance with the terms and provisions of such program.

(a)       During the Term of Employment, the Executive and his or her dependents shall be entitled to participate in, at the Company’s expense, whatever employee benefit plans the Company opts to obtain, such as medical, surgical, hospitalization, dental and visual insurance coverage, in accordance with the terms and provisions of such plans. The Company will pay all expenses for these insurance program(s) or plan(s). Following the termination of this Agreement for any reason, the Company will continue to provide to the Executive, at the Company’s expense, medical, surgical, hospitalization, dental and visual insurance coverage with substantially the same benefit levels, deductibles and out of pocket maximums as in the insurance program(s) or plan(s) in place on the date of the termination of this Agreement, for the Executive’s lifetime, the lifetime of the Executive’s spouse, or until the Executive’s children (if any) reach the age of 25 or graduate from a four year college or university, whichever occurs later.

(b)       During the Term of Employment, the Executive shall also be provided with long-term disability insurance which shall provide the Executive with an annual benefit of no less than 66 2/3 percent of Base Salary continued until age 65 or until the Executive dies or is no longer disabled, if sooner. To the extent available, the Executive shall be provided an opportunity to purchase additional long-term disability insurance, at the Executive’s own expense. To the extent possible, the amount of long-term disability insurance described in the first two sentences of this Paragraph 8(b) shall be provided by an individual policy that gives the Executive the right to assume the policy in the event of the termination of this Agreement for any reason, provided that the amount of such insurance to be so provided shall be offset by any long-term disability insurance coverage provided to the Executive under the Company’s employee long-term disability insurance programs described in Paragraph 8(d) below.

(c)       During the Term of Employment the Company shall provide the Executive with life insurance coverage in an amount equal to $1,000,000.00. To the extent available, the Executive shall be provided an opportunity to purchase additional life insurance, at the Executive’s own expense. To the extent possible, the amount of life

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insurance described in the first two sentences of this Paragraph 8(c) shall be provided by an individual policy that gives the Executive the right to assume the policy in the event of termination of employment, provided that the amount of such insurance to be so provided shall be offset by any life insurance coverage provided to the Executive under the Company’s employee group life insurance programs described in Paragraph 8(d) below.

(d)       During the Term of Employment, the Executive shall be entitled to participate in all employee incentive and benefit programs of the Company now or hereafter made available to the Company’s senior executives or salaried employees generally, as such programs may be in effect from time-to-time, including, without limitation, pension and other retirement plans, profit-sharing plans, group life insurance, accidental death and dismemberment insurance, hospitalization, surgical, major medical and dental coverage, sick leave (including salary continuation arrangements), long-term disability, holidays and up to eight weeks annually of vacations.

(e)       During the Term of Employment, the Executive shall be entitled to four (4) weeks paid vacation per calendar year. Any unused vacation weeks attributable to a particular calendar year shall carry over to subsequent calendar years.

(f)        The Company shall during the Term of Employment keep in force errors and omissions liability insurance for officers and directors in amounts determined appropriate by the Board.

(a)       During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company of any of the Executive’s relocation costs incurred by the Executive due to a Company action.

(b)       During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company, upon submission of adequate documentation, for all reasonable out-of-pocket expenses incurred by the Executive in performing services under this Agreement.

(c)       During the Term of Employment, the Executive shall be entitled to the use of an automobile and reimbursement for all operating expenses associated therewith, including, without limitation, collision and liability insurance. The Executive shall have the right to choose the automobile; provided, however, the retail value of the first automobile that the Executive shall be entitled to use excluding sales taxes and licensing fees, shall not exceed $50,000.00. The Executive shall be entitled to the use of subsequent automobiles, and reimbursement for all operating expenses associated therewith, including, without limitation, collision and liability insurance, every two years, calculated from the date of the previous automobile purchase. The retail value of any subsequent automobiles shall be determined by the Board prior to the time Executive purchases said subsequent automobiles, but in no event shall the value be less than the

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