SENTIGEN HOLDING CORP
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>y91790exv10w1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 2nd day
of September 2003 between Sentigen Holding Corp., a Delaware corporation (the
"Company") and Erik R. Lundh (the "Employee").

                                    RECITALS

         WHEREAS, Employee desires to be employed by the Company upon the terms
and conditions hereinafter set forth; and

         WHEREAS, the Company desires to employ the Employee upon the terms and
conditions hereinafter set forth.

                                   WITNESSETH:

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto, each intending to be legally bound hereby,
agree as follows:

1.       Employment.

         During the Employment Term (defined below), the Employee shall serve as
the Executive Vice President of Commercial Operations of the Company with the
authority and responsibilities typically associated with such position, and
shall report to and perform such duties as are assigned by Joseph Pagano, the
Chief Executive Officer and Chairman of the Board of Directors of the Company,
and the Board of Directors of the Company.

2.       Performance.

         (a)      The Employee shall devote his entire business efforts, time,
attention, skill and energy exclusively to the performance of his duties
hereunder. Since it is understood that Employee will be working full-time for
the Company at the offices of the Company or its subsidiaries in Phillipsburg,
New Jersey or New York, New York, as required, the Company is in the process of
renting an apartment for Employee with a lease term of six months to one year.

         (b)      The Employee represents and covenants to the Company that he
is not subject or a party to any employment agreement, non-competition covenant,
non-disclosure agreement, consulting or any similar agreement, covenant,
understanding or restriction that would prohibit the Employee from executing
this Agreement and performing his duties and responsibilities hereunder, or that
would in any manner, directly or indirectly, limit or affect the duties and
responsibilities that may now or in the future be assigned to the Employee by
the Company.

         (c)      The Employee shall at all times comply with policies and
procedures adopted by the Company for its employees, including without
limitation the procedures and policies adopted by the Company regarding
conflicts of interest, but only to the extent such policies are not in conflict
with the express provisions of this Agreement.

3.       Term.

         The employment term of this Agreement shall commence as of September 2,
2003 and shall continue for a term of one year from the date of this Agreement
(the "Employment Term"), unless otherwise terminated in accordance with Section
11 hereof. The Employment Term shall automatically be renewed for an additional
one year period automatically at the end of the then effective Employment Term,
unless the Company or Employee shall have provided the other party with at least
90 days' prior written notice that the Employment Term shall not be extended.

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4.       Base Compensation; Bonus.

         (a)      For all services rendered by the Employee hereunder, the
Company shall pay the Employee an annual salary at the rate of $200,000 for each
full year of the Employment Term (the "Salary"), plus such additional amounts,
if any, as may be approved by the Board, less withholding required by law or
agreed to by the Employee, payable in installments at such times the Company
customarily pays its other senior officers (but in any event no less often than
monthly). The Salary shall be reviewed at least annually by the Board to
determine if an increase (but not a decrease) is appropriate, which increase
shall be in the sole discretion of the Board. The Employee alone, and not the
Company, shall be responsible for the payment of all federal, state and local
taxes in respect of the payments to be made and benefits to be provided under
this Agreement or otherwise (except to the extent withheld or required to be
withheld by the Company).

         (b)      Employee may receive bonuses on such dates, in such amounts
and on such other terms as may be determined by the Board in its sole
discretion. Within one year from the date hereof, it is intended that the Board
shall develop, with the assistance of Employee, a bonus plan which provides for
the payment of a bonus (the "Bonus") to Employee upon achievement of certain
operational and financial milestones. Notwithstanding the foregoing, the Bonus
payable at the end of (i) 2003 shall not be less than $8,219.18 and (ii) 2004
shall not be less than $25,000.

5.       Incentive Compensation.

         The Company shall grant incentive stock options (the "Options") to the
Employee to purchase 50,000 shares of Company Common Stock at the fair market
value of the Company's Common Stock on the date of grant under the Company's
Stock Option Plan pursuant to the terms of the Company's form of Incentive Stock
Option Grant (the "Grant"). The Options will vest in five equal annual
installments except as provided in the Grant and Sections 11(d) and 12 herein.

6.       Expenses.

         The Employee shall be reimbursed for the reasonable business expenses
incurred by him in connection with his performance of services hereunder during
the Employment Term to the extent that such expenses are customarily paid to
senior officers by the Company upon presentation of an itemized account and
written proof of such expenses.

7.       Other Benefits.

         The Employee shall be entitled to participate in and receive any fringe
benefits customarily provided by the Company to its employees of comparable
standing with the Employee (including, but not limited to, any profit-sharing,
pension, hospital, major medical insurance and group life insurance plans as in
effect from time to time in accordance with the terms of such plans), all as
determined from time to time by the Board of Directors; provided, however, that
the Company has no obligation to provide these benefits to its employees.
Notwithstanding the foregoing, the Employee shall be entitled to (i) three
vacation days for the remainder of 2003 and 15 vacation days in 2004, (ii) term
life and accidental death and dismemberment insurance policies in the aggregate
amount of up to $450,000 of coverage, and (iii) medical insurance, dental
insurance and short-term and long-term disability insurance all with a 20%
co-pay contribution by Employee.

8.       Confidential Information.

         (a)      The Employee agrees that the Confidential Information is the
Company's exclusive property and shall not be copied or removed from the
Company's premises except for Company business.

         (b)      The Employee will not, without the Company's prior written
permission, disclose to anyone outside of the Company or use in other than the
Company's business, either during or after the term of his employment with the
Company, any Confidential Information. If the Employee leaves the employ of the
Company, the Employee will return all copies of any Confidential Information to
the Company.

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         (c)      The Employee will hold all third-party confidential or
proprietary information in the strictest confidence and do all things necessary
for the Company to comply with the provisions of all contracts to which the
Company is a party.

         (d)      For the purposes of Sections 8, 9 and 10 hereof:

                  (1)      "Confidential Information" shall mean confidential or
other proprietary information received, developed or learned by the Employee in
connection with his employment with the Company, including without limitation,
all data, reports, interpretations, research and development, forecasts,
records, agreements, contracts and other documents (whether written or oral, and
whether prepared by or on behalf of the Company) containing or otherwise
reflecting information concerning the Company, including without limitation,
trade secrets, strategies, studies, know-how, techniques, marketing plans and
opportunities, cost and pricing data, forecasts, customer lists, developments,
improvements, discoveries, patents, patent applications, technologies,
processes, research, methods, procedures, designs, models, testing systems,
computer software and programs (including source code and related
documentation), test and/or experimental data and results, laboratory notebooks,
drawings and technical information and materials and other confidential business
information. Confidential Information shall not include any portion of the
Confidential Information which (a) is or becomes generally available to the
public other than as a result of a disclosure or any improper action or inaction
by the Employee, (b) becomes available to the Employee on a non-confidential
basis from a source other than the Company or its representatives which has
represented to the Employee (and which Employee has no reason to disbelieve
after due inquiry) that it is entitled to disclose it, or (c) was in the
possession of or was known to the Employee on a non-confidential basis prior to
the disclosure thereof to the Employee by the Company or its representatives.

                  (2)      "Developments" shall mean any trade secret, idea,
invention, improvement, patent, patent application, novel technique, design of a
useful article (whether the design is ornamental or otherwise), computer program
(including source and object code), data base, documentation and original works
of authorship.

9.       Assignment of Inventions and Original Works.

         (a)      The Employee hereby assigns to the Company or to any party
designated by the Company the entire right, interest and title to all
Developments made, conceived or first reduced to practice solely or jointly by
the Employee, whether or not such Developments are patentable, copyrightable or
developed during normal working hours, which: (i) were made, conceived or first
reduced to practice in the course of performance of the Employee's employment
duties, or with the use of the Company's time, materials, funds or facilities;
or (ii) are directly related to information, technology or investigations of the
Company to which the Employee has access as part of work for the Company. The
Employee acknowledges that all original works of authorship which are made by
the Employee within the scope of his Employment and which are protectable by
copyright are "works made for hire," within the meaning of 17 U.S.C.
Section 10 1.

         (b)      In connection with any of the Developments assigned by Section
9(a) hereof, the Employee will (i) promptly disclose them to the Company and
(ii) on request of the Company, promptly execute an assignment to the Company
and do anything else necessary to enable the Company to secure a patent,
copyright or other form of protection therefor. Employee waives and releases, to
the extent permitted by law, all rights to the foregoing.

10.      Non-Competition.

         (a)      During the Employment Term, the Employee will not engage in
any activity competitive with or adverse to the Company's business or welfare,
whether alone or as a principal, employee or consultant of or to any other
person or entity.

         (b)      Upon termination of his employment, the Employee will return
all Confidential Information and all product specifications, documentation,
customer lists, and all other Company property and will not remove or retain any
product specifications, documentation, customer lists, letters, papers or copies
thereof or any other Confidential Information. All of the above-described
documents made available to the Employee by the Company or made or compiled by
the Employee and all copies thereof are and shall remain the sole and exclusive
property of the

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Company and shall be delivered to the Company on the termination of the
Employee's employment or at any other time upon request of the Company.

         (c)      Upon termination of his employment for any reason (other than
for "good reason" or for termination "without cause" as set forth in (d) below),
the Employee will not, for a period of twelve months after the date of
termination:

                  (1)      unless acting pursuant hereto or with the prior
written consent of the Chief Executive Officer of the Company, directly or
indirectly, own, manage, operate, join, control, finance or participate in the
ownership, management, operation, control or financing of, or be connected as an
officer, director, employee, partner, principal, agent, representative,
consultant or otherwise with or use or permit his name to be used in connection
with, any business or enterprise engaged within any portion of the United States
or Canada (whether or not such business is physically located within the United
States or Canada) and any other country where the Company does business during
the Employment Term (the "Territory") in any business whose products, services
or activities compete, directly or indirectly, in whole or in part with the
products, services or activities of the Company or its subsidiaries at the date
of termination of Employee's employment by the Company or at any time within one
year prior thereto. Without limiting the foregoing, the current products,
services and activities of the Company shall be deemed to include, without
limitation, (i) contract research and development services to the drug discovery
community in the areas of molecular and cellular biology, protein biochemistry,
bio-processing, high throughput screening and assay development and mouse
genetics; (ii) research products including media and reagents for culture of
mouse embryos, murine embryonic stem cells and reagents, reagents for gene
transfer and expression and cell culture media; and (iii) development of assays
for the screening of G Protein-Coupled Receptors;

                  (2)      directly or indirectly solicit or request any
customer of the Company to transfer its business from the Company to any other
person or entity; or

                  (3)      directly or indirectly induce or attempt to influence
any present or future employee of the Company to terminate his or her employment
with the Company.

         (d)      In the event Employee's employment is terminated for "good
reason" or "without cause" as defined in Section 11 herein, the provisions of
Section 10(c) will remain in effect for six (6) months after the date of
termination.

         (e)      It is recognized by Employee that the business of the Company
and Employee's connection therewith is or will be involved in activity
throughout the Territory, and that more limited geographical limitations on the
covenants contained in Section 10(c) hereof are therefore not appropriate.

         (f)      In the event that any of the provisions of this Section 10
should ever be deemed to exceed the temporal, geographic or occupational
limitations established by applicable law, then such provision shall be reformed
to the maximum temporal, geographic or occupational limitations established by
applicable law.

         (g)      Employee agrees that his obligations under this Section 10
shall survive and be enforceable after termination of his or her employment.

11.      Termination.

         The Employment Term, the Salary, the Bonus, the unvested Options and
any and all other rights of the Employee under this Agreement or otherwise as an
employee of the Company will terminate (except as otherwise provided in this
Section 11 or pursuant to the terms of the Grant):

         (a)      if the Employee becomes totally disabled (as defined below),
and thereafter the Company shall have no further liability or obligation to the
Employee hereunder except as follows: the employee shall receive (i) any unpaid
Salary that has accrued through the date of termination; (ii) continued Salary
for six (6) months following the date he is considered totally disabled; and
(iii) whatever benefits that he may be entitled to receive under any then
existing disability benefit plans of the Company. For the purposes hereof, the
Employee shall be

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deemed to be "totally disabled" if the Employee is considered totally disabled
under the Company's group disability plan in effect at that time, if any, or in
the absence of any such plan, under applicable Social Security regulations. In
the event of any dispute as to the disability of the Employee under this Section
11(a), the Employee shall submit to a physical examination by a licensed
physician mutually satisfactory to the Company and the Employee, the cost of
such examination to be paid by the Company, and the determination of such
physician shall be determinative.

         (b)      if the Employee dies, and thereafter the Company shall not
have any further liability or obligation to the Employee, his executors,
administrators, heirs, assigns or any other person claiming under or through him
except that the Employee's estate shall receive any unpaid Salary that has
accrued through the date of termination and any other benefits due Employee as
outlined in Section 7.

         (c)      for "cause" immediately upon notice from the Company of the
termination date (other than termination provided in (d) or (e) of this Section
11) or upon receipt by the Company of notice of termination from Employee other
than "for good reason" (as defined below), and thereafter the Company shall not
have any further liability or obligation to the Employee, except that the
Employee shall receive any unpaid Salary that has accrued through the date of
termination, net of any liabilities that the Employee may have to the Company.
For purposes of this Agreement, "cause" shall mean (i) the failure of the
Employee to observe or perform (other than by reason of illness, injury or
incapacity) any of the material terms or provisions of this Agreement; (ii) the
Employee's failure to materially adhere to any material written policy of the
Company unless such policy conflicts with this Agreement if the Employee has
been given a reasonable opportunity to comply with such policy or cure his
failure to comply; (iii) Employee's habitual or willful neglect or disregard of
directives of the Chief Executive Officer or the Board of Directors; (iv) the
appropriation (or attempted appropriation) of a material business opportunity of
the Company, including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the Company; (v) the
misappropriation (or attempted misappropriation) of any of the Company's funds
or property; or (vi) dishonesty, willful misconduct, material neglect of the
Company's business, act of moral turpitude which tends to reflect unfavorably on
the Company, fraud, embezzlement or habitual insobriety.

         (d)      "without cause" at any time by giving the Employee 30 days'
notice of the termination date. Under such circumstances, the Company will
continue to pay to Employee, over time as he would have been paid pursuant to
this Agreement, the Salary and Bonus (if due) under Section 4 for six (6) months
(which amount shall be paid, over time pursuant to this Agreement) and the
Company shall continue any benefits Employee is receiving at the time of such
termination for such period. The Employee shall also immediately vest in all
Options scheduled to vest for the twelve (12) months following the termination
date. The Employee shall not be entitled to any compensation under this Section
11(d) unless the Employee executes and delivers to the Company (after notice of
termination) a release in a form reasonably satisfactory to the Company by which
the Employee releases the Company from any obligations and liabilities of any
type whatsoever, except for the Company's obligation to provide the Salary,
Bonus and Option vesting specified in this Section 11(d). The parties hereto
acknowledge that the Salary, Bonus and Option vesting to be provided under this
Section 11(d) is to be provided in consideration for the above-specified
release.

         (e)      "for good reason" at any time with 30 days' notice if (i)
without Employee's express written consent, any failure by the Company to comply
with any material provision of this Agreement, which failure has not been cured
within 10 business days after notice of such non-compliance has been given by
Employee to the Company; (ii) the occurrence (without Employee's express written
consent which consent shall not be unreasonably withheld) during the Employment
Term of any change in Employee's responsibilities which, in the judgment of a
reasonably prudent person, represents a materially adverse change in his
responsibilities, except if such change is because of total disability,
retirement, death or for cause; (iii) the relocation of Employee's office to a
location more than 100 miles from the location or locations at which Employee
performed his duties previously, except for required travel on the Company's
business to the extent substantially consistent with Employee's normal business
travel obligations and except as, agreed to by the Company and Employee; or (iv)
any reduction in Employee's annual salary. Under such circumstances, the
Employee shall be subject to the restrictions set forth in, and shall be
entitled to the compensation provided in, Section 11(d).

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12.      Change of Control.

         In the event Employee is terminated or has the right to resign with
"good reason" as defined in Section 11(e) within ninety days (90) days before or
one (1) year after a "Change of Control, the Options scheduled to vest for the
next twelve (12) months shall then immediately vest. For purposes of this
paragraph, "Change of Control" means a change in the composition of the Board of
Directors of the Company as a result of which none of the directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either (i)
are directors of the Company as of the date hereof, or (ii) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination.

13.      Offset.

         The Company, in addition to all other rights and remedies, shall have
the right to offset against all moneys due to the Employee any sums due to the
Company from the Employee under this Agreement.

14.      Remedies.

         (a)      The Employee expressly acknowledges that the remedy at law for
any breach of Sections 8, 9 and 10 may cause irreparable harm to the Company,
that the Company's remedies at law for his breach of Sections 8, 9 and 10 will
be inadequate, and that upon any such breach or threatened breach, the Company
shall be entitled as a matter of right to injunctive relief in any court of
competent jurisdiction, in equity or otherwise, and to enforce the specific
performance of the Employee's obligations under these provisions without the
necessity of proving the actual damage to the Company or the inadequacy of a
legal remedy. Subject to the remainder of this Section 14, the rights conferred
upon the Company by the preceding sentence shall not be exclusive of, but shall
be in addition to, any other rights or remedies which the Company may have at
law, in equity or otherwise.

         (b)      Employee agrees that the Company shall be entitled to
preliminary and permanent injunctive relief, without the necessity of proving
actual damages, as well as an equitable accounting of all earnings, profits and
other benefits arising from any violation of Sections 8, 9 and 10 hereof, which
rights shall be cumulative and in addition to any other rights or remedies to
which the Company may be entitled.

         (c)      In the event of a lawsuit by either party to enforce the
provisions of this Agreement, including, but not limited to, Sections 8, 9 and
10 hereof, the prevailing party shall be entitled to recover reasonable costs,
expenses and attorney's fees from the other party.

15.      General.

         (a)      The terms of this Agreement shall be governed by the laws of
the State of New York, disregarding any principles of conflicts of law that
would otherwise provide for the application of the substantive law of another
jurisdiction. Each of the parties (i) agrees that any legal suit, action or
proceeding arising out of or relating to this Agreement shall be instituted
exclusively in New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, (ii) waives
any objection to the venue of any such suit, action or proceeding and the right
to assert that such forum is not a convenient forum, and (iii) irrevocably
consents to the jurisdiction of the New York State Supreme Court, County of New
York, and the United States District Court for the Southern District of New York
in any such suit, action or proceeding. Each of the parties further agrees to
accept and acknowledge service of any and all process which may be served in any
such suit, action or proceeding in the New York State Supreme Court, County of
New York, or in the United States District Court for the Southern District of
New York and agrees that process upon it mailed by certified mail to its address
shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding.

         (b)      For purposes of Sections 8, 9, 10 and 14, the term "Company"
shall be deemed to include any incorporated or unincorporated subsidiaries or
affiliates of the Company and any majority-owned subsidiaries thereof, including
without limitation, Cell & Molecular Technologies, Inc. and Sentigen Corp.

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         (c)      All notices required to be given under this Agreement shall be
in writing and shall be deemed to have been given when personally delivered or
when mailed by registered or certified mail, postage prepaid, return receipt
requested, or when sent by Federal Express or other overnight delivery service,
addressed as follows:

                  TO THE EMPLOYEE:

                           Erik R. Lundh
                           (Home Address)

                           with a copy to:

                           William H. Bryant
                           Bryant, Clohan & Baruh LLP
                           500 Hamilton Avenue, Suite 220
                           Palo Alto, CA 94301

                  TO THE COMPANY:

                           Sentigen Holding Corp.
                           580 Marshall Street
                           Phillipsburg, NJ 08865

                           Attention:  Chief Executive Officer

                           with a copy to:

                           Merrill M. Kraines
                           Fulbright & Jaworski L.L.P.
                           666 Fifth Avenue
                           New York, NY 10103

         (d)      This Agreement supersedes all prior agreements and sets forth
the entire understanding among the parties hereto with respect to the subject
matter hereof and may not be modified or amended in any way except upon written
amendment mutually agreed and executed by the Company and Employee. Without
limitation, nothing in this Agreement shall be construed as giving the Employee
any right to be retained in the employ of the Company beyond the expiration of
the Employment Term.

         (e)      All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit and be enforceable by the respective
heirs, representatives, successors (including any successor as a result of a
merger or similar reorganization) and assigns of the parties hereto, except that
the duties and responsibilities of the Employee hereunder are of a personal
nature and shall not be assignable in whole or in part by the Employee.

         (f)      Notwithstanding the termination of this Agreement and of the
Employee's employment by the Company, by reason of the Employee's disability
under Section 11(a) hereof, or for cause under Section 11(c) hereof, or by
expiration of the Employment term, this Agreement shall continue to bind the
parties for so long as any obligations remain under the terms of this Agreement.

         (g)      No waiver of any breach of this Agreement shall be construed
to be a waiver as to succeeding breaches.

         (h)      If any provision of this Agreement or application thereof to
anyone under any circumstances is adjudicated to be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application and shall not invalidate
or render unenforceable such provision in any other jurisdiction.

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         (i)      All section headings are for convenience only and shall not
define or limit the provisions of this Agreement.

         (j)      This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and shall be binding as of the date
first written above, and all of which shall constitute one and the same
instrument.

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto duly executed this Employment Agreement as of the day and year
first written above.

                                              SENTIGEN HOLDING CORP.

                                              By:    /s/ Joseph K. Pagano
                                              Title: Chairman of the Board

                                              ERIK R. LUNDH
                                              By:    /s/ Erik R. Lundh

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