Somanta Pharmaceuticals Inc.
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>16
<FILENAME>ex10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

                                                                    EXHIBIT 10.3

                          SOMANTA PHARMACEUTICALS, INC.
                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

         THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is by and
between Somanta Pharmaceuticals, Inc., a Delaware corporation with a principal
place of business at 19200 Von Karman Avenue, Suite 400, Irvine CA 92612
("Employer") and Agamemnon A. Epenetos an individual ("Executive").

                                    RECITALS
                                    --------

A.       Employer desires to engage Executive and Executive desires to accept
such engagement and to provide such services to Employer as are set forth in
this Agreement.

                                    AGREEMENT
                                    ---------

         In consideration of the promises and mutual covenants contained herein,
the above recitals which are incorporated by reference herein, and for other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:

         1.       Employment. Employer hereby engages Executive to serve as
Chief Executive Officer of the Employer and Executive hereby accepts such an
engagement upon the terms and conditions set forth herein. Executive shall be
accountable to and report to the Board of Directors of the Employer (the
"Board"). The parties acknowledge and agree that the Employer intends to merge
with an entity subject to the public reporting requirements of Securities
Exchange Act of 1934, as amended or a wholly-owned subsidiary of such entity.
The parties agree that this Agreement shall be assigned to such successor entity
and shall become binding upon such successor entity. At the time of such
assignment, references herein to "Employer" shall be references to such
successor entity and the remaining terms and provisions of this Agreement shall
continue on in full force and effect.

         2.       Term. The initial term of this Agreement shall be for a period
of one (1) year (the "Initial Term"), commencing on January 31, 2006 (the
"Effective Date") and terminating on January 31, 2007. This Agreement shall be
automatically renewed for additional one (1) year terms (each, a "Renewal Term"
and together with the Initial Term, the "Term"), unless either party provides
the other with notice of non-renewal of this Agreement at least sixty (60) days
prior to the end of the Initial Term or any Renewal Term, as applicable. This
Agreement may be terminated at any time during the Term pursuant to Section 12
of this Agreement. Executive's employment with Employer will end when this
Agreement terminates or expires due to non-renewal. Upon termination of
Executive's employment with Employer for any reason, Executive shall deliver a
written resignation to the Board stating that Executive has resigned from all
offices and directorships with Employer and any and all of its subsidiaries.
<PAGE>

         3.       Duties; Outside Activities. Employer requires that: (i)
Executive will devote utmost knowledge and best skill to the performance of his
duties under this Agreement; (ii) Executive shall devote his full business time
to the rendition of such services, subject to absences for customary vacations
and for temporary illness; and (iii) Executive will not engage in any other
gainful occupation, business or activity which requires his personal attention
or creates a conflict of interest with his job responsibilities under this
Agreement without the prior approval of the Board, with the exception that (i)
Executive may personally trade in stock, bonds, securities, commodities or real
estate investments for his own benefit and (ii) Executive may continue
participation in certain outside activities as set forth on Exhibit A attached
to this Agreement.

         4.       Compensation.
                  ------------

                  4.1.     Base Salary. Executive shall be paid a gross annual
salary of Two Hundred and Seventy Five Thousand Dollars ($275,000) (the "Base
Salary"), payable on a pro-rated basis according to Employer's payroll schedule
and subject to applicable state and federal withholdings and other payroll
deductions. The Base Salary is subject to upward adjustment, from time to time,
by the Board in its sole discretion.

                  4.2.     Bonus. The Board may award the Executive an incentive
bonus of up to Forty percent (40%) of the Base Salary (the "Bonus"). The award
of the Bonus to Executive will be based upon the achievement by Employer of
certain milestones (the "Milestones"), as mutually agreed to by Executive and
Employer from time to time, with the first year Milestones described in Exhibit
B, attached hereto. Achievement of the Milestones by Employer shall result in a
Bonus equal to Forty percent (40%) of the Base Salary. Should Employer exceed
the Milestones, the Board may award Executive up to an additional Ten percent
(10%) of the Base Salary.

                  4.3.     Stock Options. The Board may grant to Executive
options (the "Options") to purchase shares of the Employer's Common Stock
("Common Stock"), pursuant to the Company's then in effect equity incentive
plan. Should the Employer terminate Executive's employment during the Term
without Cause, then (a) any and all of Executive's unvested Options shall become
fully vested and exercisable; and (b) if the Common Stock is not publicly traded
on an established securities market at the time of termination, Executive shall
have the right to require Employer to repurchase shares of Common Stock acquired
upon the exercise of such Options at the then fair market value of such Common
Stock, in accordance with reasonable procedures to be agreed upon by the parties
from time to time.

         5.       Fringe Benefits.
                  ---------------

                  5.1.     Health Insurance. Executive, and Executive's
dependents, shall be entitled to participate in Employer's health insurance and
disability insurance plans, as offered to similarly situated employees from time
to time.

                  5.2.     Vacation Days. Executive will accrue vacation days at
the rate of two (2) vacation days per month. Executive cannot earn or accrue
more than twenty (20) vacation days. Once Executive has accrued this maximum,
Executive cannot earn or accrue additional vacation days until some or all of

                                       2
<PAGE>

the prior unused vacation days credit has been used. Executive's vacation days
will be scheduled at those times which are mutually convenient to Employer's
business and Executive. Accrued but unused vacation days shall be paid in a cash
lump sum promptly after Executive's termination of employment.

                  5.3.     Other Benefits. Executive shall participate in such
other benefits as Employer shall maintain from time to time for its employees,
provided, however, Executive shall have five sick days on an annual basis, in
lieu of any sick days ordinarily provided by Employer to other employees.

         6.       Expenses. During the Term, the Executive will be reimbursed
for travel, entertainment and other out-of-pocket expenses reasonably incurred
by him on behalf of the Employer in the performance of his duties hereunder so
long as such expenses are (i) consistent with the type and amount of expenses
which would be customarily incurred by similarly-situated corporate executives
in the United States, (ii) the Executive properly accounts for such expenses in
accordance with the Internal Revenue Code and Employer policy, and (iii) the
Executive provides copies of receipts for expenses in excess of Twenty-Five
Dollars ($25.00).

         7.       Trade Secrets and other Confidential Information.
                  ------------------------------------------------

                  7.1.     In General. During the course of Executive's
employment, Executive will have access to Employer's confidential information
including, but not limited to, various trade secrets (collectively, the
"Information"). The Information is of economic benefit to Employer for various
reasons, including its confidential nature. Executive and Employer agree that
Information shall include, but not be limited to, all information developed or
obtained by Employer and comprising or relating to the following items, whether
or not such information has been reduced to tangible form (e.g., physical
writing): all methods, techniques, processes, ideas, research and development,
trade names, service marks, slogans, forms, customer lists, pricing structures,
menus, business forms, business plans, marketing programs and plans, layouts and
designs, financial structures, financial information, operational methods and
tactics, cost information, the identity of or contractual arrangements with
third parties, the identity or buying habits of customers, accounting
procedures, software, data bases, any document, record or other information of
Employer relating to the above, and any and all other confidential information.
Information includes not only information belonging to Employer which existed
before the date of this Agreement, but also information developed by Executive
for Employer or its employees during the term of this Agreement and thereafter.

                  7.2.     Restriction on Use of Information. Executive agrees
that his use of Information is subject to the following restrictions during the
term of the Agreement and for an indefinite period thereafter so long as the
Information have not become generally known to the public:

                           7.2.1.   Non-Disclosure. Executive will not publish
or disclose, or allow to be published or disclosed, Information to any person
who is not an employee of Employer unless such disclosure is necessary for the
performance of Executive's obligations under this Agreement.

                                       3
<PAGE>

                           7.2.2.   Use Restriction. Executive shall use the
Information only for the limited purpose for which it was disclosed. Executive
shall disclose the Information only to Employer's employees having a need to
know. Executive shall promptly notify Employer of any items of Trade Secrets
prematurely or improperly disclosed.

                           7.2.3.   Non-Removal. Executive will not remove any
Information from the offices of Employer or the premises of any facility in
which Employer is performing services, or allow such removal, unless permitted
in writing by the Board or necessary for the performance of Executive's
obligations under this Agreement.

                           7.2.4.   Surrender Upon Termination. Upon termination
of his employment with Employer for any reason, Executive will surrender to
Employer all documents and materials in his possession or control which contain
Information.

                           7.2.5.   Prohibition Against Unfair Competition. At
any time after the termination of his employment with Employer for any reason,
Executive will not engage in competition with Employer while making use of the
Information of Employer.

                  7.3.     Creative Works Agreement. Executive agrees to be
subject to and abide by Employer's general confidentiality policy set forth in
its Creative Works and Invention Assignment Agreement attached hereto as Exhibit
C and incorporated by this reference as though fully set forth herein (the
"Creative Works Agreement").

         8.       Solicitation of Employees or Customers.
                  --------------------------------------

                  8.1.     Information About Other Executives and Employees.
Executive will be called upon to work closely with Employees of Employer in
performing services under this Agreement. All information about such Employees
which becomes known to Executive during the course of his employment with
Employer, and which is not otherwise known to the public, including compensation
or commission structure, is Information and shall not be used by Executive in
soliciting Employees of Employer at any time during or after termination of his
employment with Employer.

                  8.2.     Solicitation of Employees Prohibited. During
Executive's employment and for one (1) year following the termination of
Executive's employment, Executive shall not, directly or indirectly ask, solicit
or encourage any employee(s) of Employer to leave their employment with
Employer. Executive further agrees that he shall make any subsequent employer
aware of this non-solicitation obligation.

                  8.3.     Solicitation of Customers Prohibited. For a period of
one (1) year following the termination of Executive's employment, Executive
shall not, directly or indirectly, solicit the business of any of Employer's
customers.

         9.       Unfair Competition, Misappropriation of Trade Secrets and
Violation of Solicitation Clauses. Executive acknowledges that unfair
competition, misappropriation of trade secrets or violation of any of the
provisions contained in Sections 7 or 8 would cause irreparable injury to
Employer, that the remedy at law for any violation or threatened violation
thereof would be inadequate, and that Employer shall be entitled to temporary

                                       4
<PAGE>

and permanent injunctive or other equitable relief without the necessity of
proving actual damages.

         10.      Representation Concerning Prior Agreements. Executive
represents to Employer that he is not bound by any non-competition and/or
non-solicitation agreement that would preclude, limit or in any manner affect
his employment with Employer. Executive further represents that he can fully
perform the duties of his employment without violating any obligations he may
have to any former employer, including but not limited to, misappropriating any
proprietary information acquired from a prior employer. Executive agrees that
Employer will indemnify and hold Employer harmless from any and all liability
and damage, including attorneys' fees and costs, resulting from any breach of
this provision.

         11.      Personnel Policies and Procedures. The Employer shall have the
authority to establish from time to time personnel policies and procedures to be
followed by its employees. Executive agrees to comply with the policies and
procedures of the Employer. To the extent any provisions in Employer's personnel
policies and procedures differ with the terms of this Agreement, the terms of
this Agreement shall control.

         12.      Termination. Executive's employment may only be terminated
prior to expiration of the Term upon occurrence of one of the following events:

                  12.1.    By Death. This Agreement shall automatically
terminate immediately upon Executive's death. Employer and Employee shall treat
termination under this Section 12.1 as termination by Employer without cause
under Section 12.5 with payments made to Executive's beneficiaries or estate, as
appropriate.

                  12.2.    By Mutual Agreement. This Agreement may be terminated
at any time by mutual agreement of the parties hereto.

                  12.3.    Disability. If Executive is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, then the Board
may terminate Executive's employment in its sole discretion in accordance with
state and federal law. Employer and Employee shall treat termination under this
Section 12.3 as termination by Employer without cause under Section 12.5 hereof.
Executive will cooperate with Employer's efforts to obtain disability insurance
to reimburse Employer for its costs of such payment, if Employer, in its
discretion, chooses to obtain disability insurance for such purpose.

                  12.4.    By Employer For Cause. This Agreement may be
terminated by the Employer at any time for Cause. For purposes of this
Agreement, "Cause" shall mean, as determined by the Board in a nondiscriminatory
manner:

                           (i)      Executive's material breach of this
                                    Agreement;

                           (ii)     Executive's willful misconduct or gross
                                    negligence in the performance of Executive's
                                    duties;

                                       5
<PAGE>

                           (iii)    Executive's conviction of or entering of a
                                    plea of guilty or no contest to a felony;

                           (iv)     The order of a regulatory agency that
                                    Executive be removed from any office,
                                    authority, or employment with Employer;

                           (v)      Executive's appropriation or attempted
                                    appropriation of a material business
                                    opportunity of Employer; or

                           (vi)     Executive's chronic absenteeism.

Termination for disability as described in Section 12.3 or death as described in
Section 12.1 shall not be considered Cause. In the event the Board determines
that Cause exists to terminate Executive's employment, Executive shall have ten
(10) days to respond to any such allegation or conclusion and to cure the same
if possible. Prior to any final decision of the Board regarding whether Cause
exists to terminate Executive's employment, Executive shall be permitted to make
a presentation to the Board, either individually or through counsel, regarding
the matter.

                  12.5.    By Employer Without Cause. Employer may, at any time,
terminate Executive's employment without Cause and for reasons not specified
above. In the event Executive's employment is terminated without Cause, Employer
shall pay Executive the Base Salary computed pro rata up to and including the
date Executive ceases to perform services for Employer. If (i) Executive
executes and delivers to Employer a waiver and release of claims satisfactory to
Employer and its counsel (the "Release") and (ii) Executive has not instituted
any dispute resolution procedure or taken any other legal action in any way
related to Employer or Executive's employment with Employer, then (a) Employer
shall pay Executive Executive's then current Base Salary for the twelve (12)
month period following the date of termination (the "Base Severance Payment");
(b) Employer shall pay Executive an Incentive Bonus which Executive would have
otherwise received based upon the applicable Milestones in effect at time of
Executive's termination (the "Incentive Severance Payments"); (iii) Employer
shall continue to provide Executive with employee benefits, including health,
life and disability insurance, not to exceed an aggregate amount of $5,000 for
such payments that could not have been deducted for income tax purposes by the
Executive if Executive had paid them directly, for twelve (12) months following
the date of termination of Executive's employment with Employer; and (iv) all of
Executive's unvested Options shall immediately vest upon such termination date.
The Base Severance Payment and Incentive Severance Payment shall be paid in one
lump sum on or before the date that is thirty (30) days after the termination
date. The Incentive Severance Payment shall be subject to deduction for state
and federal withholding tax, Social Security, and other employee taxes and
payroll deductions. The obligation of Employer to pay the Base Severance Payment
and Incentive Severance Payment shall cease in the event that Executive breaches
any terms of this Agreement, the Creative Works Agreement, or the Release that
apply to Executive after termination of Executive's employment with Employer.

                  12.6.    By Executive for Good Reason. Executive may terminate
this Agreement at any time for "Good Reason." In the event Executive terminates
employment for Good Reason, Employer shall provide Executive with the same
payments and benefits under the same terms and conditions as it would have
provided in the event Executive was terminated without Cause, as described in

                                       6
<PAGE>

Section 12.5 above. For purposes of this Agreement, "Good Reason" shall mean any
of the following: (i) a material diminution in Executive's duties or a change in
Executive's direct reporting to the Board; (ii) the relocation of Employer's
headquarters to a location outside London, England; (iii) the failure of
Employer to make any payment due to Executive in a timely manner, provided that
Employer has the ability to make such payment to Executive and such failure
remains uncured for more than seven (7) calendar days; and (iv) a "Change of
Control" of the Employer. For purposes of this Agreement, "Change of Control"
means (1) a merger, consolidation or reorganization involving Employer, where
the shareholders of Employer as of the date of such transaction have less than a
majority of the equity ownership of the resulting merged or consolidated
company; or (2) a sale of all or substantially all of the assets of Employer,
where the shareholders of Employer as of the date of such transaction have less
than a majority of the equity ownership of the buyer of such assets. For the
avoidance of any doubt, any transaction contemplated by Section 5.8 of the Share
Exchange Agreement dated as of August 22, 2005, among Employer, Somanta Limited
and the other parties as signatories thereto shall not be considered to be a
Change of Control for purposes of this Agreement.

         13.      Key Man Insurance. Executive agrees to cooperate with Employer
in the event Employer seeks "key man" insurance on Executive's life, including,
without limitation, providing a proposed insurer necessary access to Executive's
medical records.

         14.      Successors and Assigns. The rights and obligations of the
Employer under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of Employer. Executive shall not be entitled to
assign any of his rights or obligations under this Agreement.

         15.      Governing Law. This Agreement shall be interpreted, construed,
governed and enforced in accordance with the laws of the State of California,
without reference to its conflicts of laws principles.

         16.      Amendments. No amendment or modification of the terms or
conditions of this Agreement shall be valid unless in writing and signed by the
parties hereto.

         17.      Severability. Each term, condition, covenant or provision of
this Agreement shall be viewed as separate and distinct, and in the event that
any such term, covenant or provision shall be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, the remaining provisions
shall continue in full force and effect.

         18.      Waiver. A waiver by either party of a breach of provision or
provisions of this Agreement shall not constitute a general waiver, or prejudice
the other party's right otherwise to demand strict compliance with that
provision or any other provisions in this Agreement.

         19.      Notices. All notices or other communications required
hereunder shall be made in writing and shall be deemed to have been duly given
if delivered by hand or mailed, postage prepaid, by certified or registered
mail, return receipt requested, and addressed to

Employer at:                           Executive at:

Somanta Pharmaceuticals, Inc.          _________________________________________
19200 Von Karman Avenue, Suite 400     _________________________________________
Irvine, CA 92612                       _________________________________________

                                       7
<PAGE>

With Copy to:                          With Copy to:

Ken Polin, Esq.                        _________________________________________
Foley & Lardner LLP                    _________________________________________
402 W. Broadway, Suite 2300            _________________________________________
San Diego, CA 92101                    _________________________________________


Notice of change of address shall be effective only when done in accordance with
this Section.

         20.      Arbitration. The parties agree that disputes concerning the
terms of this Agreement and Executive's employment under this Agreement are
subject to arbitration in accordance with the Executive Arbitration Agreement
attached hereto as Exhibit D and incorporated by this reference as though fully
set forth herein.

         21.      Entire Agreement. Executive acknowledges receipt of this
Agreement and agrees that this Agreement represents the entire Agreement with
Employer concerning the subject matter hereof, and supersedes any previous oral
or written communications, representations, understandings or Agreements with
Employer or any officer or agent thereof, except the Creative Works Agreement
and Executive Arbitration Agreement which are incorporated herein as set forth
in paragraphs 7.3 and 20 of this Agreement, respectively. Executive understands
that no representative of the Employer has been authorized to enter into any
Agreement or commitment with Executive which is inconsistent in any way with the
terms of this Agreement.

         22.      Construction. This Agreement shall not be construed against
any party on the grounds that such party drafted the Agreement or caused it to
be drafted.

         23.      Executive Acknowledgment. Executive acknowledges that he has
been advised by Employer to consult with independent counsel of his own choice,
at his expense, concerning this Agreement, that he has had the opportunity to do
so, and that he has taken advantage of that opportunity to the extent that he
desires. Executive further acknowledges that he has read and understands this
Agreement, is fully aware of its legal effect, and has entered into it freely
based on his own judgment.

         24.      Disclaimer. It is the intention of the parties that this
Agreement comply with the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended. Notwithstanding the foregoing, the Company shall have
no liability to Executive should any provision of this Agreement fail to satisfy
these provisions.

                                       8
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.

                                    EMPLOYER:

                                       Somanta Pharmaceuticals, Inc.
                                       a Delaware corporation

                                       By:  /s/ TERRANCE J. BRUGGEMAN
                                            ------------------------------------
                                       Its: Executive Chairman
                                            ------------------------------------

                                    EXECUTIVE:

                                            /s/ AGAMEMNON A. EPENETOS
                                            ------------------------------------
                                            Agamemnon A. Epenetos
                                            ------------------------------------

                                       9
<PAGE>

                                   EXHIBIT A

                         OUTSIDE ACTIVITIES OF EXECUTIVE

1.   Non-Executive Chairman Alexis Biotech Ltd., UK

2.   Non-Executive Chairman Trojantec Ltd., Cyprus

3.   Non-Executive Chairman Lifeline Biotech Ltd., Cyprus

4.   Specialist Consultant in Medical Oncology St. Bartholomew's Hospital, UK

5.   Consultant in Clinical Oncology, The Harley Street Cancer Clinic, UK

6.   Visiting Professor Imperial College London, and the School of Pharmacy, UK




                                      A-1
<PAGE>

                                    EXHIBIT B

                               YEAR ONE MILESTONES

            BONUS GUIDELINES FOR THE FISCAL YEAR ENDED APRIL 30, 2006


o    Successfully close a $15 million or greater equity funding for the Company
     by no later that 10/31/05

o    Complete all Company SOP's required for Pre-clinical and clinical
     activities

o    Establish Master cell bank for Phoenix for cGMP manufacture

o    Achieve cGMP Synthesis of Alchemix of at least 100 gm

o    Enter into an agreement with a CRO for toxicology and safety testing of
     Alchemix

o    Prepare IND filing package for a Company sponsored Phase IIa clinical trial
     of Alchemix, recognizing that some of the toxicology and safety testing
     data may not be available.


                                      B-1
<PAGE>

                                   EXHIBIT C

                            CREATIVE WORKS AGREEMENT



                                      C-1
<PAGE>

                                   EXHIBIT D

                              ARBITRATION AGREEMENT

         THIS ARBITRATION AGREEMENT ("Agreement") is made by and between Somanta
Pharmaceuticals, Inc. ("Employer") and Agamemnon A. Epenetos ("Employee").

         The purpose of this Agreement is to establish final and binding
arbitration for all disputes arising out of Employee's relationship with
Employer, including without limitation Employee's employment or the termination
of Employee's employment. Employee and Employer desire to arbitrate their
disputes on the terms and conditions set forth below to gain the benefits of a
speedy, impartial dispute-resolution procedure. Employee and Employer agree to
the following:

         1.       Claims Covered By the Agreement. Employee and Employer
mutually consent to the resolution by final and binding arbitration of all
claims or controversies ("claims") that Employer may have against Employee or
that Employee may have against Employer or against its officers, directors,
partners, employees, agents, pension or benefit plans, administrators, or
fiduciaries, or any subsidiary or affiliated company or corporation
(collectively referred to as "Employer"), relating to, resulting from, or in any
way arising out of Employee's relationship with Employer, Employee's employment
relationship with Employer and/or the termination of Employee's employment
relationship with Employer, to the extent permitted by law. The claims covered
by this Agreement include, but are not limited to, claims for wages or other
compensation due; claims for breach of any contract or covenant (express or
implied); tort claims; claims for discrimination and harassment (including, but
not limited to, race, sex, religion, national origin, age, marital status or
medical condition, disability, sexual orientation, or any other characteristic
protected by federal, state or local law); claims for benefits (except where an
employee benefit or pension plan specifies that its claims procedure shall
culminate in an arbitration procedure different from this one); and claims for
violation of any public policy, federal, state or other governmental law,
statute, regulation or ordinance.

         2.       Required Notice Of Claims And Statute Of Limitations. Employee
may initiate arbitration by serving or mailing a written notice to the President
of Employer at Employer's principal place of business. Employer may initiate
arbitration by serving or mailing a written notice to Employee at the last
address recorded in Employee's personnel file. The written notice must specify
the claims asserted against the other party. Notice of any claim sought to be
arbitrated must be served within the limitations period established by
applicable federal or state law.

         3.       Arbitration Procedures.
                  ----------------------

                  3.1.     After demand for arbitration has been made by serving
written notice under the terms of Section 2 of this Agreement, the party
demanding arbitration shall file a demand for arbitration with the American
Arbitration Association ("AAA") in San Diego County, California.

                                                      Employer Initial: /s/ TJB
                                                                        --------
                                                      Employee Initial: /s/ AAE
                                                                        --------
                                       D-1
<PAGE>

                  3.2.     The arbitrator shall be selected from the AAA panel
and the arbitration shall be conducted pursuant to AAA policies and procedures.
Except as provided herein, all rules governing the arbitration shall be the then
applicable rules set forth by the AAA. If the dispute is employment-related, the
dispute shall be governed by the AAA's then current version of the national
rules for the resolution of employment disputes. The AAA's then applicable rules
governing the arbitration may be obtained from the AAA's website which currently
is www.adr.org.

                  3.3.     The arbitrator shall apply the substantive law (and
the law of remedies, if applicable) of the state in which the claim arose, or
federal law, or both, as applicable to the claim(s) asserted. The arbitrator
shall have exclusive authority to resolve any dispute relating to the
interpretation, applicability, enforceability or formation of this Agreement,
including but not limited to any claim that all or any part of this Agreement is
void or voidable.

                  3.4.     Either party may file a motion for summary judgment
with the arbitrator. The arbitrator is entitled to resolve some or all of the
asserted claims through such a motion. The standards to be applied by the
arbitrator in ruling on a motion for summary judgment shall be the applicable
laws as specified in Section 3.3 of this Agreement.

                  3.5.     Discovery shall be allowed and conducted pursuant to
the then applicable arbitration rules of the AAA, provided that the parties
shall be entitled to discovery sufficient to adequately arbitrate their claims
and defenses. The arbitrator is authorized to rule on discovery motions brought
under the applicable discovery rules.

         4.       Application For Emergency Injunctive And/Or Other Equitable
Relief. Claims by Employer or Employee for emergency injunctive and/or other
equitable relief relating to unfair competition and/or the use and/or
unauthorized disclosure of trade secrets or confidential information shall be
subject to the then current version of the AAA's Optional Rules for Emergency
Measures of Protection set forth within the AAA's Commercial Dispute Resolution
Procedures. The AAA shall appoint a single emergency arbitrator to handle the
claim(s) for emergency relief. The emergency arbitrator selected by the AAA
shall be either a retired judge or an individual experienced in handling matters
involving claims for emergency injunctive and/or other equitable relief relating
to unfair competition and the use or unauthorized disclosure of trade secrets
and/or confidential information.

         5.       Arbitration Decision. The arbitrator's decision will be final
and binding. The arbitrator shall issue a written arbitration decision revealing
the essential findings and conclusions upon which the decision and/or award is
based. A party's right to appeal the decision is limited to grounds provided
under applicable federal or state law.

         6.       Place Of Arbitration. The arbitration will be at a mutually
convenient location in San Diego County, California. If the parties cannot agree
upon a location, then the arbitration will be held at the AAA's office in San
Diego, California.

         7.       Construction. Should any portion of this Agreement be found to
be unenforceable, such portion will be severed from this Agreement, and the
remaining portions shall continue to be enforceable.

                                                      Employer Initial: /s/ TJB
                                                                        --------
                                                      Employee Initial: /s/ AAE
                                                                        --------
                                       D-2
<PAGE>

         8.       Representation, Fees and Costs. Each party may be represented
by an attorney or other representative selected by the party. Each party shall
be responsible for its own attorneys' or representative's fees. However, if any
party prevails on a statutory claim that affords the prevailing party's
attorneys' fees, or if there is a written agreement providing for fees, the
arbitrator may award reasonable fees to the prevailing party. Employer shall be
responsible for the arbitrator's fees and costs to the extent they exceed any
fee or cost that Employee would be required to bear if the action were brought
in court.

         9.       Waiver of Jury Trial/Exclusive Remedy. EMPLOYEE AND EMPLOYER
KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL RIGHT TO HAVE ANY DISPUTE
BETWEEN THEM DECIDED BY A COURT OF LAW AND/OR BY A JURY IN COURT.

         10.      Sole And Entire Agreement. This Agreement expresses the entire
Agreement of the parties and shall supersede any and all other agreements, oral
or written, concerning arbitration. This Agreement is not, and shall not be
construed to create, any contract of employment, express or implied.

         11.      Requirements for Modification or Revocation. This Agreement to
arbitrate shall survive the termination of Employee's employment. It can only be
revoked or modified by a writing signed by the President of Employer and
Employee that specifically states an intent to revoke or modify this Agreement.

         12.      Voluntary Agreement. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS
CAREFULLY READ THIS AGREEMENT, UNDERSTANDS ITS TERMS, AND AGREES THAT ALL
UNDERSTANDINGS AND AGREEMENTS BETWEEN EMPLOYER AND EMPLOYEE RELATING TO THE
SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT. EMPLOYEE HAS KNOWINGLY
AND VOLUNTARILY ENTERED INTO THE AGREEMENT WITHOUT RELIANCE ON ANY PROVISIONS OR
REPRESENTATIONS BY EMPLOYER, OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

         EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE HAS BEEN GIVEN THE
OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH EMPLOYEE'S PRIVATE LEGAL COUNSEL AND
EMPLOYEE HAS UTILIZED THAT OPPORTUNITY TO THE EXTENT DESIRED.




Dated:   January 31, 2006              /s/ AGAMEMNON A. EPENETOS
       --------------------            -----------------------------------------
                                       Agamemnon A. Epenetos


                                       Somanta Pharmaceuticals, Inc.

Dated:   January 31, 2006              By: /s/ TERRANCE J. BRUGGEMAN
      ---------------------               --------------------------------------

                                       Title:  Executive Chairman
                                             -----------------------------------

                                      D-3
</TEXT>
</DOCUMENT>
