INNOVEX INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a5863544ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                                                    Exhibit 10.2



                    Amended and Restated Employment Agreement
                                  Innovex, Inc.

     This Amended and Restated Employment and Confidentiality Agreement
(hereinafter "Agreement") is entered into between Innovex, Inc. and Randy Acres
(the "Employee") as of December 31, 2008. This agreement amends and restates and
supersedes the Employment Agreement dated March 17, 2008.

     WHEREAS, Innovex is a technology company engaged in continuing research and
development; and

     WHEREAS, the Employee has been hired by Innovex as Chief Financial Officer
to perform such duties as may from time to time be directed by Innovex; and

     WHEREAS, Innovex and the Employee deem it essential to formalize the
conditions of Employee's employment by written agreement; and

     WHEREAS, the Employee has entered into this Agreement in consideration of
his employment with Innovex, the benefits associated with that employment and
the additional consideration provided for in this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, it is hereby agreed by and between the parties
hereto as follows:

1.   Employment Duties and Obligations. Innovex hereby employs the Employee and
     the Employee accepts such employment on the following terms and conditions:

     1.1  Duties. Except as otherwise herein provided at Section 1.3, the
          Employee shall devote his full business time and best efforts to the
          operations of Innovex, including normal duties as Chief Financial
          Officer. Employee agrees to faithfully and diligently exert his best
          efforts to perform the duties and responsibilities of employment,
          promote the interest and welfare of Innovex and its business, be
          familiar with Innovex's policies that relate to his duties and to
          abide by these policies, and do nothing which may cause loss or damage
          to Innovex, its business or its business reputation and goodwill.
          During the period of employment, Employee agrees not to solely, or
          jointly with others, undertake or join any planning for or
          organization of any business activity competitive with the business
          activities of Innovex. Employee further agrees to comply with all
          reasonable rules, regulations, orders and directives of Innovex and/or
          its Board of Directors ("Board"). Employee acknowledges that some of
          the duties for this position are related to supporting the continuity
          of Innovex Inc. corporate technology, customers and suppliers. Another
          part of the duties is the day to day activities in support of the
          Thailand operation.
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     1.2  Supervision. Employee shall at all times discharge his duties in
          consultation with, and under the supervision of the Chief Executive
          Officer and the Board of Directors.

     1.3  Outside Activities. This Agreement shall not preclude the Employee
          from participating in the affairs of any other business organization,
          or any governmental, educational or other charitable institution,
          provided that the Board is notified in advance of such participation
          and has determined that such activities do not unreasonably interfere
          with Innovex's business or diminish the Employee's obligations under
          this Agreement. Such determination by the Board shall not be
          unreasonably withheld.

     1.4  Representation. The Employee warrants and represents to Innovex that
          Employee has no contractual commitments inconsistent with obligations
          set forth in this Agreement, and that during the period of employment,
          Employee will not render or perform services for any other
          corporation, firm, entity or person which are inconsistent with the
          provisions of this Agreement, and which are not authorized by Innovex.

2.   Compensation and Benefits. In return for the Employee's services to
     Innovex, the Employee shall receive compensation and benefits which shall
     include the following:

     2.1  Base Salary. Employee shall receive a monthly base salary of US
          $19,333.33 (Nineteen Thousand Three Hundred Thirty Three Dollars and
          33 cents).

     2.2  Incentive Stock Options. Innovex may grant Employee stock options
          based upon performance and in addition to any cash bonus. These stock
          option bonuses shall be at the sole discretion of the Board of
          Directors. Stock option bonuses are generally granted at the end of
          Innovex's fiscal year (September), and the exercise price for stock
          option bonuses is the fair market value of the stock on the date these
          options are granted, as determined by the mean of the high and low
          NASDAQ bid price for Innovex stock on the applicable date.

     2.3  Company Incentive Bonus. Employee will be eligible for an incentive
          bonus based upon the corporate incentive program, dependent on the
          Company's performance and at the sole discretion of the Board of
          Directors.

     2.4  Other Employee Benefits. The Employee shall not receive such employee
          benefits as are offered by Innovex to Thailand-based employees and as
          detailed in their Innovex (Thailand) Ltd. Employment Agreement. The
          Employee will be eligible for the Innovex, Inc. standard health,
          dental and life insurance plans. Employee will be provided with
          reasonable actual costs for transportation and housing as determined
          based on the travel and location requirements of the position,
          consistent with Innovex travel policy and as deemed appropriate by the
          Chief Executive Officer to be in the best interest of the Company.

     2.5  Vacation. Employee will be provided with up to four weeks of vacation
          annually, subject to the approval of the Chief Executive Officer. This

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          benefit is not for accrual but to be used as appropriate so there will
          be no payout for unused vacation days at the end of employment.

     2.6  Relocation. Upon termination of this agreement by Innovex, Innovex
          will pay or reimburse all reasonable actual costs, including but not
          limited to business class air fare, sea shipment of personal goods and
          up to two weeks' temporary living accommodations if necessary to
          relocate the Employee and his immediate family to their home country.
          These costs must be incurred within 60 (sixty) days of termination.
          Innovex will make any payment or reimbursement expenses no later than
          10 days from the later of the date the amount was incurred or the date
          the invoice was submitted by Employee. No payment or reimbursement in
          any year shall affect the amount of payment or reimbursement in any
          other year and the right to the payment or reimbursement cannot be
          liquidated or exchanged for any other benefit.

     2.7  Home Leave. The Employee will also be provided with one round trip
          Thailand-USA business class airfare in each of the first three
          calendar years of employment. This airfare may be provided to a
          designated individual in lieu of Employee at the discretion of the
          Chief Executive Officer.

     2.8  Stock Option Plans. All options granted shall be granted pursuant to
          and subject to the conditions of the applicable Stock Option Plan(s)
          adopted by the Board of Directors and approved by the shareholders,
          subject further to any amendments thereto.

3.   Term and Termination. Employee understands and agrees that he is an
     employee at will and, as such, his employment can be terminated by him or
     Innovex at any time, with or without reason or cause. However, subject to
     Section 3.1, should Employee's employment be terminated by Innovex
     involuntarily, other than by reason of death or disability, Employee will
     be provided with base salary and benefit continuation for twelve (12)
     months, provided that, within sixty days of such termination, Employee
     signs and does not rescind an agreement releasing any and all claims
     against Innovex, its affiliates and related entities and does not breach
     the terms under Sections 4, 5 and 6 of this Agreement and their subparts
     either during or after termination of employment.

     3.1  Termination for Cause. Employee is not entitled to receive the
          severance identified in Section 3 of this Agreement if his termination
          is a "Termination for Cause." For purposes of this Agreement, a
          "Termination for Cause" shall occur if:

          3.1.1 the Employee is indicted or a claim is brought against him
                alleging the commission of a felony or any misdemeanor arising
                out of a theft, embezzlement, other act of dishonesty, moral
                turpitude, or any willful violation of the Securities Exchange
                Act of 1934, as amended; or

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<PAGE>

          3.1.2 the Employee engages in acts of personal dishonesty that are
                intended to result in substantial personal enrichment of the
                Employee at the expense of Innovex; or

          3.1.3 the Employee breaches any of his obligations under this
                Agreement; or

          3.1.4 gross mismanagement.

                In the case of termination pursuant to Sections 3.1.3.or 3.1.4.
                herein, Employee shall be given written notice of the reason for
                termination and a 30 day period in which to cure the breach or
                violation to the satisfaction of the Board of Directors, in its
                sole discretion, or Innovex may terminate the Employee
                immediately and pay the Employee for 30 days, if the Board of
                Directors determines no cure to the breach or violation would be
                acceptable. Employee will be terminated immediately in the case
                of termination pursuant to Sections 3.1.1 or 3.1.2 and paid
                through the last day of employment.

     3.2  Termination by Employee. Employee may terminate his employment
          pursuant to this Agreement at any time by giving Innovex ninety (90)
          days' written notice and further agrees that during the notice period
          he will provide all reasonable aid and assistance in hiring, training,
          and introducing his replacement as may be requested by Innovex and
          will undertake such other responsibilities as Innovex may direct.
          Innovex may shorten or waive entirely the notice period at Innovex's
          sole discretion. Employee acknowledges and understands that if he
          voluntarily terminates his employment he is not entitled to receive
          the severance described in Section 3 of this Agreement.

4.   Confidentiality. During the period of employment with Innovex, Employee
     will have access to and become acquainted with various trade secrets and
     other proprietary and confidential information which are owned by Innovex
     and which are used in the operation of Innovex's business. "Trade secrets
     and other proprietary and confidential information" shall be understood to
     mean any information or knowledge possessed by Innovex which is not
     generally known to or readily ascertainable by outside parties who can
     obtain economic value from its use or disclosure. This shall include,
     without limitation, inventions, discoveries, ideas, know-how, research and
     development information, designs, specifications, formulas, patterns,
     compilations, computer programs, devices, methods, techniques, processes,
     data, improvements, ideas, algorithms, computer processing systems,
     drawings, proposals, job notes, reports, records, specifications,
     information concerning any matters relating to the business of Innovex and
     any of its customers, customer contacts, licenses, the prices it obtains or
     has obtained for the licensing of its software products and services, or
     any other information concerning the business of Innovex and Innovex's good
     will.

     4.1  Nondisclosure. Employee shall not disclose or use in any manner,
          directly or indirectly, any such trade secrets or other proprietary
          and confidential information either during the term of his employment
          or at any time thereafter, except as required during the period of
          employment with Innovex.

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<PAGE>

     4.2  Information Disclosed Remains Property of Innovex. All ideas,
          concepts, information, and written material disclosed to Employee by
          Innovex, or acquired from a customer or prospective customer of
          Innovex, are and shall remain the sole and exclusive property and
          proprietary information of Innovex or such customers, and are
          disclosed in confidence by Innovex or permitted to be acquired from
          such customers in reliance on Employee's agreement to maintain them in
          confidence and not to use or disclose them to any other person except
          in furtherance of Innovex's business.

     4.3  Return of Material. Employee agrees that, upon request of Innovex or
          upon termination of employment for any reason, Employee shall deliver
          to Innovex originals and any copies of all documents, files, disks or
          other computer media, or other material in his possession or under his
          control that (a) may contain or be derived from ideas, concepts,
          creations, or trade secrets and other proprietary and confidential
          information as set forth in Sections 4, 4.1, and 4.2 above, or (b) are
          connected with or derived from Employee's services to Innovex.

5.   Inventions and Creations. Any and all inventions, discoveries,
     improvements, or creations (collectively, "Inventions") made or conceived
     by Employee during the period of his employment by Innovex shall be the
     property of Innovex. Employee hereby assigns to Innovex all of his rights
     to any such Inventions and agrees to promptly disclose any such Inventions
     in writing to Innovex. Employee further agrees to execute and assign any
     and all proper applications, assignments and other documents and to render
     all assistance reasonably necessary to apply for patent, copyright or
     trademark protection in all countries.

     5.1  Exceptions. Section 5 of this Agreement does not apply to an Invention
          for which no equipment, supplies, facility or trade secret information
          of Innovex was used and which was developed entirely on Employee's own
          time and (a) which does not relate (i) directly to the business of
          Innovex or (ii) to Innovex's actual or demonstrably anticipated
          research or development; or (b) which does not result from any work
          performed by Employee for Innovex. Attachment 1 hereto constitutes a
          complete list of the inventions made by Employee prior to employment
          by Innovex as to which he has at least partial ownership. Innovex
          shall have no claim of right or title to the inventions listed on
          Attachment 1.

     5.2  Definition of Inventions. For purposes of this Agreement, the term
          "Inventions" shall mean discoveries, improvements, and ideas (whether
          or not shown or described in writing or reduced to practice) and works
          of authorship, whether or not patentable or copyrightable, which (a)
          relate directly to the business of Innovex; (b) relate to Innovex's
          actual or demonstrably anticipated research or development; or (c)
          result from any work performed by Employee for Innovex, or for which
          equipment, supplies, facilities or trade secret information of Innovex
          is used, or which is developed on Innovex time.

     5.3  Non-Covered Inventions. Should the Employee make a discovery,
          improvement or Invention that is not covered by the provisions of this

                                       5
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          Agreement (a "Non-Covered Invention"), the Employee may, at his sole
          option, disclose the Non-Covered Invention to Innovex and Innovex
          shall then have a right of first refusal to enter into a license
          agreement with Employee to acquire rights thereunder. If negotiations
          extend for more than six months from the date of disclosure to
          Innovex, Employee shall be free to submit the Non-Covered Invention to
          others without obligation to Innovex and with respect to such
          Non-Covered Invention.

6.   Covenant Not to Compete. Employee agrees that he will not, during the
     course of employment, or for a period of twelve (12) months commencing upon
     termination of employment, voluntarily or involuntarily, directly or
     indirectly, anywhere in the world, develop, or assist others to be
     developed, any product functionally similar to the product(s) developed or
     under development by Innovex. The term "develop" shall mean to design,
     create general or detailed functional or technical specifications for,
     enhance, or with respect to software, create or write code for, debug, or
     otherwise modify code for, or otherwise participate in the creation or
     modification of software product(s). Employee further agrees that he will
     not, during the period of employment or for a period of six months
     commencing upon the termination of employment, voluntarily or
     involuntarily, directly or indirectly, anywhere in the world, perform
     services for any directly competing business in the same field of
     commercial activities that Innovex pursues or engages in or engage or
     assist (a) in the organization of any such competing business or (b) in any
     preparations for the manufacture, assembly, production, or design of any
     product which competes with products of Innovex.

     6.1  Employee's Acknowledgments and Agreements. Employee acknowledges and
          agrees that the products developed by Innovex, are or are intended to
          be marketed and licensed to customers throughout the world. Employee
          further acknowledges and agrees to the reasonableness of this covenant
          not to compete and the reasonableness of the geographic area and
          duration of time which are part of said covenant. Employee also
          acknowledges and agrees that this covenant will not preclude Employee
          from becoming gainfully employed following termination of employment
          with Innovex.

     6.2  Inducing Employees to Leave Innovex; Employment of Employees. Any
          attempt on the part of Employee to induce others to leave Innovex's
          employ or terminate any other business relationship, or any effort by
          employee to interfere with Innovex's relationship with its other
          employees, independent contractors, or consultants would be harmful
          and damaging to Innovex. Employee agrees that during the period of
          employment and for a period of two years after termination, Employee
          will not in any way, directly or indirectly (a) induce or attempt to
          induce any employee, independent contractors, or consultant of Innovex
          to quit employment or terminate their business relationship with
          Innovex; (b) otherwise interfere with or disrupt Innovex's
          relationship with its employees, independent contractors, or
          consultants; (c) solicit, entice, or hire away any employee,
          independent contractors, or consultant of Innovex; or (d) hire or
          engage any employee, independent contractor or consultant of Innovex
          or any former employee, independent contractor or consultant of
          Innovex whose employment or business relationship with Innovex ceased
          less than one year before the date of such hiring or engagement.

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     6.3  Nonsolicitation of Business. For a period of two years from the date
          of termination of employment, Employee will not divert or attempt to
          divert from Innovex any business Innovex had enjoyed or solicited from
          its customers during the year prior to termination of his employment.

7.   Miscellaneous Provisions.

     7.1  Remedies - Injunction. In the event of a breach or threatened breach
          by Employee of any of the provisions of this Agreement, Employee
          agrees that Innovex, in addition to and not in limitation of any other
          rights, remedies or damages available to Innovex at law or in equity,
          shall be entitled to a permanent injunction in order to prevent or
          restrain any such breach by Employee or by Employee's partners,
          agents, representatives, servants, employees, and/or any and all
          persons directly or indirectly acting for or with Employee.

     7.2  Severability. In the event that any of the provisions of this
          Agreement shall be held to be invalid or unenforceable in whole or in
          part, those provisions to the extent enforceable and all other
          provisions shall nevertheless continue to be valid and enforceable as
          though the invalid or unenforceable parts had not been included in
          this Agreement. In the event that any provision relating to the time
          period or scope of a restriction shall be declared by a court of
          competent jurisdiction to exceed the maximum time period or scope such
          court deems reasonable and enforceable, then the time period or scope
          of the restriction deemed reasonable and enforceable by the court
          shall become and shall thereafter be the maximum time period or the
          applicable scope of the restriction.

     7.3  Governing Law. This Agreement shall be construed and enforced
          according to the laws of the State of Minnesota. All legal actions
          arising under this Agreement shall be instituted in, and both Innovex
          and Employee consent to the jurisdiction of, the court of Hennepin
          County, Minnesota.

     7.4  "Innovex" Defined. "Innovex" shall mean Innovex, Inc., Iconovex, and
          any of their existing or future affiliates, including parent
          companies, divisions, joint ventures, and partnerships.

     7.5  Amendment or Termination. This Agreement replaces and supersedes all
          prior agreements between Innovex and Employee relating to the same
          subject matter. In case of conflict with any subsidiary agreement,
          this agreement will take precedence. This Agreement may not be
          terminated, amended, or modified in any way, except in writing signed
          by both Innovex and Employee. It is the intention of the parties that
          this Agreement shall be exempt from the requirements of Code Section
          409a as a separation pay plan. Accordingly, all provisions herein
          shall be construed to exempt such payment from the definition of
          "deferral of compensation" that is subject to Code Section 409A in the
          least restrictive manner necessary without any diminution in the value
          of the payments to the Employee, so as to avoid the imposition of
          taxes and penalties pursuant to Code Section 409A.

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     7.6  Survival. Notwithstanding any termination of this Agreement,
          regardless of the reason, Employee, in consideration of his employment
          thereunder to the date of such termination shall remain bound by the
          provisions of this Agreement which specifically relate to periods,
          activities or obligations upon or subsequent to the termination of
          Executive's employment.

     7.7  Agreement Read, Understood and Fair. Employee has carefully read and
          considered all provisions of this Agreement and agrees that all of the
          restrictions set forth are fair and reasonable, are reasonably
          required for the protection of the interests of Innovex and that he
          has been provided adequate consideration in return for agreeing to be
          bound by those provisions.

     7.8  Dissolution of Agreement. In consideration of the benefits provided in
          this Agreement, Employee agrees that the original agreement entered
          into between Innovex (Thailand) Ltd. and Employee on March 17, 2008 is
          null and void. Employee agrees to execute a Dissolution of Employment
          Agreement effective the date of this Agreement.


                                        AGREED:


Dated: December 31, 2008                /s/Randy Acres
                                        --------------
                                        Randy Acres


                                        INNOVEX, INC.

Dated: December 31, 2008                /s/ Terry Dauenhauer
                                        --------------------
                                        By:  Terry Dauenhauer
                                        Its:  Chief Executive Officer

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                                  Attachment 1

           INVENTIONS MADE BY EMPLOYEE PRIOR TO EMPLOYMENT BY INNOVEX

                                      None.
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