GLYCOGENESYS  INC
EMPLOYMENT AGREEMENT - JOHN W. BURNS
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JOHN W. BURNS
<TEXT>
<PAGE>

                                                                    Exhibit 10.2


                               GLYCOGENESYS, INC.

                              Employment Agreement

     THIS EMPLOYMENT AGREEMENT, dated as of this 12/th/ day of September 2002
(this "Agreement"), is between GlycoGenesys, Inc., a Nevada corporation
(hereinafter called the "Employer"), and John W. Burns (hereinafter called the
"Employee").

     WHEREAS, the Employer desires to employ the Employee as its Senior Vice
President, CFO and Secretary, and the Employee desires to accept such
employment, all upon the terms and conditions set forth below.

     NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto hereby mutually agree as follows:

     1.   Employment. The Employer hereby employs the Employee, and the Employee
hereby accepts employment, upon and subject to the terms and conditions set
forth herein.

     2.   Date and Term

          2.1  Effective Date and Term. The term (the "Term") of employment of
the Employee hereunder shall commence as of the date first above written (the
"Effective Date") and shall continue until the third anniversary of the
Effective Date subject to Section 2.2 unless terminated earlier in accordance
with the provisions hereof.

          2.2  Automatic Extensions. If Employee is not notified at least ninety
(90) days prior to the end of the Term that this Agreement will be not renewed,
then the Term is extended by one year.

     3.   Title, Powers and Duties: Extent of Services. The Employee shall
promote the business and affairs of the Employer as its Senior Vice President,
CFO and Secretary. The Employee shall report and be responsible to the President
& CEO and the Board of Directors of the Employer (the "Board") and, except for
vacations and absences due to temporary illness or disability shall devote his
full efforts, time, attention and energies to the business and affairs of the
Employer. As its Senior Vice President, CFO and Secretary, the Employee shall
have the duties and responsibilities normally inherent in his position and such
other duties and responsibilities consistent with his position, as may be
reasonably assigned to him by the President & CEO and the Board from time to
time. The Employee agrees to abide by the rules, regulations, instructions,
personnel practices and policies of the Employer and any changes therein which
may be adopted from time to time by the Employer.

     4.   Compensation.

          4.1. Salary. During the Term, the Employer shall pay the Employee a
base salary at the annual rate of $200,000, payable in accordance with the
Employer's standard payroll practices, subject to increases at the discretion of
the Compensation Committee to be reviewed at least annually. The base salary to
which the Employee is entitled pursuant to this Section 4.1 is hereinafter
referred to as the "Salary".

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          4.2. Expense Reimbursement. The Employer shall reimburse the Employee
for any actual expenses incurred by the Employee within the scope of his
employment under this Agreement so long as such expenses are reasonable and
necessary, appropriately documented, and in compliance with budgetary and policy
guidelines of the Employer. The Employee will be responsible for reporting and
documenting his own tax deductions for un-reimbursed business expenses.

          4.3. Benefits. The Employee shall be entitled to receive such employee
or fringe benefits as may be offered or made available by the Employer from time
to time to its employees (the "Benefits").

          4.4. Bonuses. The Employee will be eligible to receive cash and
equity-based bonuses in accordance with individual and company performance
criteria, to be reviewed at least annually, as determined by the Compensation
Committee of the Board in its sole discretion (the "Bonuses").

     5.   Termination

          5.1. Termination upon Death or Disability. This Agreement and the
Employee's employment hereunder shall terminate immediately upon the Employee's
death or Permanent Disability.

          5.2. Termination. The Employer may terminate the employment of the
Employee under this Agreement at any time immediately with Cause (as defined
below), or upon ninety (90) day notice without Cause. The Employee may terminate
his employment under this Agreement at any time immediately with Good Reason (as
defined below), or upon ninety (90) day notice without Good Reason. The rights
and obligations of the parties upon any termination of the Employee's employment
shall be as set forth in Section 5.3 hereof.

               (a) For purposes of this Agreement, the term "Cause" shall mean
     (i) any act of dishonesty, gross negligence or willful misconduct with
     respect to the Employer, including without limitation, fraud or theft, on
     the part of the Employee, (ii) conviction of the Employee or a plea of
     guilty or nolo contendere for a felony, or (iii) the Employee's sustained
     failure, as determined by the Employer's President & CEO and the Board of
     Directors, to perform significant duties hereunder (which duties are not
     inconsistent with the terms of this Agreement) after notice and a thirty
     (30) day opportunity to cure.

               (b) For purposes of this Agreement, the term "Good Reason" shall
     mean (i) if the President & CEO requires the Employee to perform his duties
     and responsibilities set forth herein primarily at any location other than
     within 50 miles of his present office location in Boston, Massachusetts
     (excluding business-related travel); (ii) in the event there is a sale of
     all of the capital stock of the Company or a sale of substantially all of
     the assets of the Company to a non-Affiliate of the Company; (iii) a
     material breach by the Employer of any term of this Agreement not cured
     within 30 days of notification by the Employee; or (iv) a diminution of
     responsibilities as defined in section 5.4 of this Agreement (collectively,
     "Good Reason"). The Employee's rights to a

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     termination for Good Reason must be exercised within one hundred twenty
     (120) days of the event constituting Good Reason.

          5.3  Rights Upon Termination. In the event that:

               (a)  the employment of the Employee is terminated by the Employee
for Good Reason or by the Employer without Cause, then the Employer (i) shall
pay to the Employee, nine (9) month's Salary at the rate in effect at the time
of termination payable at least monthly in accordance with the Employer's
standard payroll practices (the "Salary Continuation Period"), plus, if not yet
paid to the Employee, the Employee's cash and equity-based bonuses, if any,
earned in the year prior to such termination at such time as such bonus would be
paid had the Employee's employment hereunder not been terminated, (ii) shall
permit (A) all options vested at the time of termination to be exercised, or (B)
in the event such termination is for Good Reason due to a Change in Control (as
defined in the Company's 2000 Stock Incentive Plan, as amended) all outstanding
options to fully vest and to be exercised, for the lesser of (x) their full
remaining period pursuant to the terms of each such option grant and (y) three
years, and (iii) the Employer will provide appropriate outplacement services at
its expense. The obligations of the Employer pursuant to this Section 5.3(a)
shall be in lieu of any other rights of the Employee to compensation or Benefits
hereunder, and no other compensation of any kind or any other amounts shall be
due to the Employee by the Employer under this Agreement, except that Employee
shall be entitled to continue to receive health benefits for the Salary
Continuation Period paid by the Employer consistent with Employer practices at
the time of termination.

               (b)  the Employee's employment terminates by reason of Employee's
death or Permanent Disability, then the Employer shall pay and provide to the
Employee or Employee's estate or other successor in interest at the time all
Salary, Benefits and Bonuses due to the Employee under Section 4 through the end
of the day on which the termination occurs, but reduced in the case of
disability by any payments received under any disability plan, program or policy
paid for by the Employer. For purposes of this Agreement, "Permanent Disability"
shall mean the Employee qualifies to receive benefits under the Employer's Long
Term Disability Plan. In the absence of a Long Term Disability Plan sponsored by
the Employer, then "Permanent Disability" shall mean the Employee's inability to
perform his or her duties hereunder for a continuous period of six (6) months by
reason of his or her physical or mental illness or incapacity. In the event of
any dispute concerning the existence of a Permanent Disability, such question
shall be determined by a licensed physician selected by the Employer and
reasonably acceptable to the Employee, whose determination shall be final and
binding upon the parties. The Employee shall submit to such examinations and
furnish such information as such physician may reasonably request.

               (c)  the employment of the Employee is terminated by the Employee
without Good Reason or by the Employer for Cause, the Employee shall not be
entitled to compensation or Benefits granted hereunder beyond the date of the
termination of the Employee's employment. and no other compensation of any kind
or any other amounts shall be due to the Employee by the Employer under this
agreement.

          5.4. Diminution of Responsibilities. For purposes of this Section 5, a
substantial diminution of the Employee's responsibilities, authority or title as
they relate to the

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Employer's business, as a whole shall be deemed a "termination without Cause" by
the Company.

     6.   Confidential Information.

          6.1.  Definitions. For purposes of this Agreement, the term
"Confidential Information" shall mean (i) confidential information, knowledge or
data of the Employer, (ii) trade secrets of the Employer and (iii) any other
proprietary information of the Employer disclosed to the Employee or to which
the Employee is given access prior to the termination of the Employee's
employment with the Employer. Without limiting the generality of the foregoing,
the term Confidential Information shall include (A) all inventions,
improvements, developments, ideas, processes, prototypes, plans, drawings,
designs, models, formulations, specifications, methods, techniques,
shop-practices, discoveries, innovations, creations, technologies, formulas,
algorithms, data, computer databases, reports, laboratory notebooks, papers,
writings, photographs, source and object codes, software programs, other works
of authorship, and know-how (including all records pertaining to any of the
foregoing), whether or not reduced to writing and whether or not patented or
patentable or registered or registrable under patent, copyright, trademark or
similar statute, that are owned by the Employer or that are required to be
assigned to the Employer by any person, including, without limitation, the
Employee or any other employee or consultant of the Employer, or that are
licensed to the Employer by any person (all of the foregoing items listed or
described in this clause (A) are hereinafter referred to, collectively, as
"Inventions"), (B) information regarding the Employer's plans for research and
development for existing or new products, (C) information regarding regulatory
matters pertaining to the Employer, (D) information regarding any acquisition or
strategic alliance effected by the Employer or any proposed acquisition or
strategic alliance being considered by the Employer, (E) information regarding
the status or outcome of any negotiations engaged in by the Employer, (F)
information regarding the existence or terms of any contract entered into by the
Employer, (G) information regarding any aspect of the Employer's intellectual
property position, (H) information regarding prices or costs of the Employer,
(I) information regarding any aspect of the Employer's business strategy,
including, without limitation, the Employer's marketing, selling and
distribution strategies, (J) information regarding customers or suppliers of the
Employer, (K) information regarding the skills, compensation and other terms of
employment or engagement of the Employer's employees and consultants, (L)
business plans, budgets, unpublished financial statements and unpublished
financial data of the Employer, (M) information regarding marketing and sales of
any actual or proposed product or services of the Employer and (N) any other
information that the Employer may designate as or reasonably deem to be
confidential. "Confidential Information" shall exclude information known to the
Employee prior to the first date of employment with the Employer.

          6.2.  Nondisclosure. The Employee acknowledges that, except to the
extent otherwise provided below in this Section 6.2 or in Section 6.4 hereof,
all Confidential Information disclosed to or acquired by the Employee is a
valuable, special, and unique asset of the Employer and is to be held in trust
by the Employee for the Employers sole benefit. Except as otherwise provided
below in this Section 6.2 or in Section 6.4 hereof, the Employee shall not, at
any time during or after the Term, use for himself or others, or disclose or
communicate to any person for any reason, any Confidential Information without
the prior written consent of the Employer. Notwithstanding anything in this
Section 6.2 to the contrary, it is understood that,

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except to the extent otherwise expressly prohibited by the Employer, (A) the
Employee may disclose or use Confidential Information in performing his duties
and responsibilities to the Employer but only to the extent required or
necessary for the performance of such duties and responsibilities in the
ordinary course and within the scope of his employment, and (B) the Employee may
disclose any Confidential Information pursuant to a request or order of any
court or governmental agency, provided that the Employee promptly notifies the
Employer of any such request or order and provides reasonable cooperation (at
the Employer's expense) in the efforts, if any, of the Employer to contest or
limit the scope of such request or order.

          6.3.  Third Party Confidential Information. The Employee acknowledges
and agrees that the Employer has received, and may receive in the future
confidential or proprietary information from third parties ("Third Party
Confidential Information") subject to a duty on the Employer's part to maintain
the confidentiality of such Third Party Confidential Information and to use it
only for certain limited purposes. During the Term and thereafter, the Employee
shall hold Third Party Confidential Information in the strictest confidence and
will not use or disclose to anyone any Third Party Confidential Information,
unless expressly authorized in writing by the Employer or unless otherwise
provided in this Section 6.3 or in Section 6.4 below. Notwithstanding anything
in this Section 6.3 to the contrary, it is understood that, except to the extent
otherwise expressly prohibited by the Employer, (A) the Employee may disclose or
use Confidential Third Party Information in performing his duties and
responsibilities to the Employer but only to the extent required or necessary
for the performance of such duties and responsibilities in the ordinary course
and within the scope of his employment and (B) the Employee may disclose any
Third Party Confidential Information pursuant to a request or order of any court
or governmental agency, provided that the Employee promptly notifies the
Employer of any such request or order and provides reasonable cooperation (at
the Employer's expense) in the efforts, if any, of the Employer to contest or
limit the scope of such request or order.

          6.4.  Permitted Disclosures. The Employee's obligations under Section
6.2 and/or Section 6.3 hereof not to use, disclose or communicate Confidential
Information or Third Party Confidential Information to any person without the
prior written consent of the Employer shall not apply to any Confidential
Information or Third Party Confidential Information which (i) is or becomes
publicly known (as demonstrated by written evidence provided by the Employee)
under circumstances involving no breach by the Employee of this Agreement and/or
(ii) was or is approved for release by the Board or an authorized officer of the
Employer.

          6.5.  Other Duties. The obligations of the Employee under this Section
6 are without prejudice, and are in addition to, any other obligations or duties
of confidentiality, whether express or implied or imposed by applicable law,
that are owed to the Employer or any other person to whom the Employer owes an
obligation of confidentiality.

     7.   No Improper Disclosure or Use of Materials. The Employee shall not
improperly use or disclose to the Employer or for the Employer's benefit any
confidential information or trade secrets of (i) any former or future employer,
(ii) any person to whom the Employee has previously provided, currently provides
or may in the future provide consulting services or (iii) any other person to
whom the Employee owes an obligation of confidentiality. The Employee shall not
bring onto the premises of the Employer any unpublished documents or any
property

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belonging to any person referred to in any of the foregoing clauses (i), (ii) or
(iii) unless consented to, in writing by such person.

     8.   Right to Inspect. The Employee agrees that any property situated on
the Employer's premises, including disks and other storage media, filing
cabinets or other work areas, is subject to inspection by Employer personnel at
any time with or without notice.

     9.   Inventions: Assignment,

          9.1.  Definitions. For purposes of this Agreement, the term "Assigned
Inventions" shall mean any and all Inventions that (i) are made, conceived,
invented, discovered, originated, authored, created, learned or reduced to
practice by the Employee, either alone or together with others, in the course of
performing his duties and responsibilities hereunder or in the course of
otherwise rendering any services to the Employer (in either case, regardless of
whether or not such Inventions were made, conceived, invented, discovered,
originated, authored, created, learned or reduced to practice by the Employee at
the Employer's facilities or during regular business hours or utilizing
resources of the Employer) or (ii) arise out of or are based upon any
Confidential Information or Third Party Confidential Information. For purposes
of this Agreement, the term "Proprietary Rights" shall mean (x) any and all
rights under or in connection with any patents, patent applications, copyrights,
copyright applications, trademarks, trademark applications, service marks,
service marks applications, trade names, trade name applications, mask works,
trade secrets and/or other intellectual property rights with respect to Assigned
Inventions and (y) the goodwill associated with any and all of the rights
referred to in the foregoing clause (x).

          9.2.  Assignment; Notice. The Employee hereby agrees to hold any and
all Assigned Inventions and Proprietary Rights in trust for the sole right and
benefit of the Employer and such other person or persons as the Employer shall
designate in writing, and the Employee hereby assigns to the Employer and such
other person or persons as the Employer shall designate in writing all of his
right, title and interest in and to any and all Assigned Inventions and
Proprietary Rights. The Employee agrees to give the Employer prompt written
notice of any Invention or Proprietary Right and agrees to execute such
instruments of transfer, assignment, conveyance or confirmation and such other
documents as the Employer may request to evidence, confirm or perfect the
assignment of all of the Employee's right, title and interest in and to any
Assigned Invention or Proprietary Right pursuant to the foregoing provisions of
this Section 9.2. The Employee hereby waives and quitclaims to the Employer any
and all claims of any nature whatsoever that the Employee may now or hereafter
have for infringement of any Proprietary Rights assigned hereunder to the
Employer.

          9.3.  Works Made for Hire. The Employee hereby acknowledges and agrees
that those Assigned Inventions that are original works of authorship protectable
by copyright are "works made for hire," as that term is defined in the United
States Copyright Act.

          9.4.  Pre-Existing Employee Materials. The Company acknowledges that
the Employee has or may have ownership rights in inventions, discoveries,
processes, compounds, applications, devices, and formulae, works of authorship,
including, but not limited to, any and all reports, protocols, publications,
software, systems and writing or compilations of data of every kind and
description prepared or devised by him or her prior to his or her employment
with

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the Company (hereinafter collectively referred to as "Pre-Existing Employee
Materials") and that such Pre-Existing Employee Materials are or may be embodied
in various documents, publications or digital form. The Employee represents and
warrants that he/she has identified in writing and attached as Exhibit A to this
Agreement any and all Pre-Existing Employee Materials in which the Employee
claims, and intends to retain, ownership rights (hereinafter "Employee-Owned
Materials"). The Employee hereby assigns to the Company all of his or her right,
title and interest in all other Pre-Existing Employee Materials that relate in
any way to the Company's actual and/or anticipated business activities. To the
extent that the Employee, in the course of the Employee's employment, or anyone
working at the Employee's direction, directly or indirectly incorporates any
and/or all Employee-Owned Materials in any creation of the Company, the Employee
hereby grants to the Company, and the Company shall have, a non-exclusive,
royalty-free, irrevocable, perpetual, sub-licensable, worldwide license to make,
have made, use and sell such incorporated Employee-Owned Materials as part of or
in connection with such Company creations. In addition, the Employee agrees
that, in the event that the Employee intends to sell or license any such
incorporated Employee-Owned Materials, the Employee will give the Company sixty
(60) days prior notice of the proposed transfer of rights in such incorporated
Employee-Owned Materials, including in the notice reasonable specificity as to
the substance of Employee-Owned Materials to be transferred, together with
evidence reasonably satisfactory to the Company that only Employee-Owned
Materials are included in the proposed transfer.

          9.5.  Duties to Assist. At the request of the Employer, the Employee
will assist the Employer in every proper way (including, without limitation, by
executing patent applications) to obtain and enforce in any country in the world
Proprietary Rights relating to any or all Assigned Inventions. The Employee's
obligation under this Section 9.5 shall continue beyond the Term. If and to the
extent that, at any time after the Term, the Employer requests assistance from
the Employee with respect to obtaining and enforcing in any country in the world
any Proprietary Rights relating to Assigned Inventions, the Employer shall
compensate the Employee at a reasonable rate for the time and expenses actually
spent by the Employee on such assistance.

          9.6.  Power of Attorney. By this Agreement, the Employee hereby
irrevocably constitutes and appoints the Employer as his attorney-in-fact for
the purpose of executing, in the Employee's name and on his behalf, (i) such
instruments or other documents as may be necessary to evidence, confirm or
perfect any assignment pursuant to the provisions of this Section 9, (ii) such
instruments or other documents as may be necessary to assign, transfer or convey
any Assigned Invention to any third party to whom the Employer desires to
assign, transfer or convey any Assigned Invention or any interest therein or
(iii) such applications, certificates, instruments or documents as may be
necessary to obtain or enforce any Proprietary Rights in any country of the
world. This power of attorney is coupled with an interest on the part of the
Employer and is irrevocable.

          9.7.  Filings. Without the prior written consent of the Employer, the
Employee shall not, at any time, file any patent, trademark, service mark, trade
name or copyright application with respect to, or claiming,. any Assigned
Inventions.

          9.8.  Other Duties. The obligations of the Employee under this Section
9 are without prejudice, and are in addition to, any other obligations or duties
of the Employee

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whether express or implied or imposed by applicable law, to assign to the
Employer all Assigned Inventions and all Proprietary Rights.

     10.  Agreement Not to Compete.

          10.1.  Noncompetition. In view of the unique nature of the business of
the Employer and the need of the Employer to maintain its competitive advantage
in the industry, the Employee agrees that, during the Restricted Period (as
defined in Section 10.2 below) the Employee shall not, directly or indirectly,
within the United States of America or its Territories or Possessions or within
any other country in the world which the Employer has conducted or is then
conducting business, engage in, own an interest in (except as a holder of no
more than five percent (5%) of the shares of any publicly traded corporation),
be employed by, consult for, act as an advisor to, or otherwise in any way
participate in or become associated with, any Competitive Business (as defined
in Section 10.2 below) or any corporation, partnership, limited liability
company, business, enterprise, venture or other person or entity that is engaged
or participates in any Competitive Business (each, a "Competitive Business
Entity") unless in each case the Employee shall have given to the Board notice
of the Employee's intention to be employed by, consult for, act as an advisor
to, or otherwise in any way participate in or become associated with, any
Competitive Business or any Competitive Business Entity and the Board shall have
approved the Employee's relationship with or engagement in such Competitive
Business or Competitive Business Entity; provided, however, that,
notwithstanding anything in the foregoing provisions of this Section 10.1 to the
contrary, the Employee may be employed by, consult for, act as an advisor to, or
otherwise participate in any way with, any person or entity that is engaged in
any Competitive Business if, but only if, the services being rendered by the
Employee to such person or entity (whether in the nature of employment services,
consulting services or otherwise) do not pertain or in any way relate to such
Competitive Business. During the Restricted Period, the Employee also shall not
solicit, or arrange to have any other person or entity solicit, any person or
entity engaged by the Employer as an employee, customer or supplier of, or
consultant or advisor to, the Employer to terminate such party's relationship
with the Employer.

          10.2.  Definitions. For purposes of this Section 10, the following
terms shall have the meanings provided therefor below:

          (a) "Competitive Business" shall mean any business which is selling,
     marketing, or developing carbohydrate-based compounds for the treatment of
     cancer, and in the legal and complete fulfillment of duties would
     inevitably require the Employee to reveal or utilize Confidential
     Information. The definition of Competitive Business will be reviewed every
     twelve (12) months by the Employee and Employer in light of the Employer's
     then existing business and products.

          (b) "Restricted Period" shall mean the period commencing on the date
     of this Agreement and ending on the first anniversary of the effective date
     of the termination of the Employee's employment with the Employer.

          10.3.  Time Periods; Divisibility. The time periods provided for in
this Section 10 shall be extended for a period of time equal to any period of
time in which the Employee shall be in violation of any provision of this
Section 10 and any period of time required for litigation

                                      -8-

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to enforce the provisions of this Section 10. If at any time the provisions of
this Section 10 shall be determined to be invalid or unenforceable, by reason of
being vague or unreasonable as to area, duration or scope of activity, this
Section 10 shall be considered divisible and shall become and be automatically
amended to apply only to such area, duration and scope of activity as shall be
determined to be reasonable by the court or other body having jurisdiction over
the matter; and the Employee agrees that this Section 10, as so amended, shall
be valid and binding as though any invalid or unenforceable provision had not
been included herein.

     11.  Return of Documents. Employee will promptly deliver to the Employer,
upon the termination of the Employee's employment with the Employer or, if
earlier upon the request of the Employer, all documents and other tangible or
electronic media (including all originals, copies, reproductions, digests,
abstracts, summaries, analyses, notes, notebooks, drawings, manuals, memoranda,
records, reports, plans, specifications, devices, formulas, storage media,
including software, and computer printouts) in the Employee's actual or
constructive possession or control that contain, reflect, disclose or relate to
any Confidential Information, Third Party Confidential Information, Assigned
Inventions or Proprietary Rights. The Employee will destroy any related computer
entries on equipment or media not owned by the Employer.

     12.  No Use of Name, Etc. Without the prior written consent of the
Employer, the Employee shall not, at any time (including, without limitation, at
any time after the termination of the Employee's employment with the Employer),
use, for himself or on behalf of any other person, any name that is identical or
similar to or likely to be confused with the name of the Employer or the name of
any product or service produced or provided by the Employer, provided that the
Employee prior to termination may use the Employer's name in performing his or
her duties and responsibilities to the Employer but only to the extent required
or necessary for the performance of such duties and responsibilities in the
ordinary course and within the scope of his employment. Without the prior
written consent of the Employer, the Employee shall not, at any time after the
termination of the Employee's employment with the Employer, directly or
indirectly represent himself, whether on his behalf or on behalf of any other
person, as then being in any way connected or associated with the Employer.

     13.  No Conflicting Obligation. Employee represents that he is free to
enter into this Agreement and that his performance of all of the terms of this
Agreement and of all of his duties and responsibilities as an employee of the
Employer do not and will not breach (i) any agreement to keep in confidence
information acquired by the Employee in confidence or in trust, (ii) any
agreement to assign to any third party inventions made by the Employee and/or
(iii) any agreement not to compete against the business of any third party.
Employee further represents that he has not made and will not make any
agreements in conflict with this Agreement.

     14.  Indemnification. The Employer agrees to indemnify, defend and hold
harmless the Employee and his respective successors, heirs and assigns
("Indemnitees") against any liability, damage, loss or expense (including
reasonable attorney's fees and expenses of litigation) incurred by or imposed
upon the Indemnitees or any of them in connection with any claims, suits,
actions, demands or judgments arising from the good faith performance by the
Employee of his duties and responsibilities hereunder.

     15.  Nature of Agreement: Specific Enforcement. The Employer and the
Employee agree and acknowledge that the rights and obligations set forth in this
Agreement are of a unique

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and special nature and that the Employer is, therefore, without an adequate
legal remedy in the event of the Employee's violation of any of the covenants
set forth in this Agreement. The Employer and the Employee agree, therefore,
that, in addition to all other rights and remedies, at law or in equity or
otherwise, that may be available to the Employer, each of the covenants made by
the Employee under this Agreement shall be specifically enforceable in equity.

     16.  Survival. The provisions of Sections 6, 7, 9, 10, 12 and 14 shall
survive the termination of this Agreement,

     17.  Miscellaneous.

          17.1.  Entire Agreement. This Agreement represents the entire
agreement of the parties with respect to the arrangements contemplated hereby.
No prior agreement, whether written or oral, shall be construed to change,
amend, alter, repeal or invalidate this Agreement. This Agreement may be amended
only by a written instrument executed in one or more counterparts by the
parties.

          17.2.  Waiver. No consent to or waiver of any breach or default in
the performance of any obligations hereunder shall be deemed or construed to be
a consent to or waiver of any other breach or default in the performance of any
of the same or any other obligations hereunder. Failure on the part of either
party to complain of any act or failure to act of the other party or to declare
the other party in default, irrespective of the duration of such failure, shall
not constitute a waiver of rights hereunder and no waiver hereunder shall be
effective unless it is in writing, executed by the party waiving the breach or
default hereunder.

          17.3.  Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement may be assigned by the Employer to any Affiliate of the
Employer and to a successor of its business to which this Agreement relates
(whether by purchase or otherwise). "Affiliate of the Employer" means any person
which, directly or indirectly, controls or is controlled by or is under common
control with the Employer and, for the purposes of this definition, "control"
(including the terms "controlled by" and "under common control with") shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies or another whether through the
ownership of voting securities or holding of office in another, by contract or
otherwise. The Employee may not assign or transfer any or all of his rights or
obligations under this Agreement.

          17.4.  Arbitration.

          (a)  Disputes to be Arbitrated. Any controversy, claim, or dispute
arising out of or relating to this Agreement, including its formation, validity,
or breach thereof, whether arising during or after the period of this Agreement,
shall be settled by arbitration in accordance with the rules of the American
Arbitration Association, and the decision of the arbitrator shall be final and
binding upon the parties. Nothing in this paragraph, however, shall prevent the
parties from seeking injunctive relief from a state or federal court of
competent jurisdiction.

          (b)  Arbitration Procedure. The arbitration shall be conducted by one
neutral arbitrator, who shall be selected in accordance with the rules of the
American Arbitration

                                      -10-

<PAGE>

Association. The arbitration shall take place in Boston, Massachusetts. The
arbitrator shall issue a written decision and set forth the reasons for said
decision. Judgment upon the award rendered by the arbitrator may be entered in
any federal or state court having competent jurisdiction thereof. The costs of
arbitration, including the fees or the arbitrator, shall be borne equally. Each
side shall bear its own attorney's fees and costs, and punitive damages shall
not be allowed.

          17.5.  Severability. All headings and subdivisions of this Agreement
are for reference only and shall not affect its interpretation. In the event
that any provision of this Agreement should be held unenforceable by a court of
competent jurisdiction, such court is hereby authorized to amend such provision
so as to be enforceable to the fullest extent permitted by law, and all
remaining provisions shall continue in full force without being impaired or
invalidated in any way.

          17.6.  Governing Law. This Agreement shal1 be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts,
excluding choice of law rules thereof.

IN WITNESS WHEREOF, the parties have signed this agreement as of the date
written above as a sealed instrument.


                                    GLYCOGENESYS, INC,

                                    By: /s/ Bradley J. Carver
                                        --------------------------
                                        Name Bradley J. Carver
                                        Title: President and CEO


                                        /s/ John W. Burns
                                        --------------------------
                                        Name: John W. Burns

                                      -11-

</TEXT>
</DOCUMENT>
