Executive Stock Option Agreement

Omnimmune Corp., a Texas corporation (the “Company”), hereby grants to the undersigned optionee (“Optionee”) a non-qualified option (this “Option”) to purchase the total number of shares of common stock of the Company shown below (“Shares”) at the exercise price per Share set forth below (the “Exercise Price”), subject to all of the terms and conditions set forth in this Agreement (the “Agreement”).  The term “Company” means and includes the Company as well as any successor entity resulting from the merger or consolidation of the Company with another entity.

1.             Exercise Period of Option .   Subject to the terms and conditions of this Agreement, and unless otherwise modified in writing signed by the Company and Optionee, this Option may be exercised with respect to all of the Shares subject to this Option prior to the date which is the last day of the Term (hereinafter “Expiration Date”).

2.             Restrictions on Exercise .   This Option may not be exercised, unless such exercise is in compliance with the Securities Act of 1933 and all applicable state securities laws, as they are in effect on the date of exercise, and the requirements of any stock exchange or national market system on which the Company’s Shares may be listed at the time of exercise.  Optionee understands that the Company is under no obligation to register, qualify or list the Shares subject to this Option with the Securities and Exchange Commission (“SEC”), any state securities commission or any stock exchange to effect such compliance.

3.            Manner of Exercise .

(a)            Exercise Agreement.   This Option shall be exercisable by delivery to the Company of an executed Exercise Agreement (“Exercise Agreement”) in the form of the Exercise Agreement delivered to Optionee, if applicable, or in such form as may be approved or accepted by the Company, which shall set forth Optionee’s election to exercise this Option with respect to some or all of the Shares subject to this Option, the number of Shares subject to this Option being purchased, and any restrictions imposed on the Shares subject to this Option (including, without limitation, investment intent restrictions, restrictions on transfer, “lock up” type restrictions in the case of a public offering of the Company’s securities, restrictions or limitations that would be applied to Shareholders under any applicable restriction agreement among the Shareholders, and restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and/or under any blue sky or state securities laws applicable to such Shares).  The Company may modify the required Exercise Agreement at any time.

(b)            Exercise Price. Such Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased.  Payment for the Shares being purchased may be made in U.S. dollars in cash (by check), or by delivery to the Company of a number of Shares which have been owned and completely paid for by the holder for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes having an aggregate Fair Market Value (as defined below) equal to the amount to be tendered, or a combination thereof.  In addition, this Option may be exercised through a brokerage transaction following registration of the Company’s equity securities under Section 12 of the Securities Exchange Act of 1934 as permitted under the provisions of Regulation T applicable to cashless exercises promulgated by the Federal Reserve Board.

(c)            Withholding Taxes.   Prior to the issuance of Shares upon exercise of this Option, Optionee must pay, or make adequate provision for, any applicable federal or state withholding obligations of the Company.  Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld.  In such case, the Company shall issue the net number of Shares to Optionee by deducting the Shares retained from the Shares exercised.

(d)            Issuance of Shares. Provided that such Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall cause the Shares purchased to be issued in the name of Optionee or Optionee’s legal representative.  Optionee shall not be considered a shareholder until such time as Shares have been issued as noted on the books of the Company.  If this Option should be exercised in part only, the Company shall, upon surrender of this Option for cancellation, execute and deliver a new Option evidencing the right of the Optionee to purchase the balance of the Shares subject hereto.

(e)            Securities Regulation.   Upon the receipt of Shares as a result of the exercise of this Option, Optionee shall hold such Shares for investment and not with a view of resale or distribution to the public.  In addition, if the Optionee is an officer, director or ten percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, a tender of Shares or a cashless exercise must (1) meet the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) be a subsequent transaction the terms of which were provided for in a transaction initially meeting the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act.

(f)            Cashless Exercise .  In lieu of the payment of the Exercise Price in cash or by delivery of previously owned Shares, the Optionee may require the Company to convert this Option, in whole or in part, into Shares (“cashless exercise”).  Upon such cashless exercise, the Company shall deliver to the Optionee that number of Shares equal to the quotient obtained by dividing (x) the value of this Option (or portion thereof if being exercised in part) at the time of the cashless exercise (determined by subtracting the aggregate Exercise Price of the Shares as to which the Option is being exercised from the aggregate Fair Market Value of the Shares as to which the Option is being exercised) by (y) the Fair Market Value of one Share immediately prior to the cashless exercise.

For purposes of this Agreement, “Fair Market Value” of each Share on any date shall be deemed to be the average of the daily closing prices for the five consecutive trading days immediately preceding the date in question.  The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such day, the closing bid price, in either case on the principal national securities exchange on which the Shares are listed or admitted to trading or, if the Shares are not listed or admitted to trading on any national securities exchange, the highest reported bid price for the Shares as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or a similar organizati