EXHIBIT NO. 6.1

EMPLOYMENT AGREEMENT

1. AGREEMENT

This writing represents an agreement ("Agreement") between Herbert H. Dobbs, 448 West Maryknoll Rd., Rochester Hills, MI 48309 (the "Employee") and TORVEC Inc., 11 Pond View Drive, Pittsford, NY, 14534 (the "Employer") and defines the employment relationship between the Employee and the Employer.

2. THE EMPLOYEE'S POSITION The Employee shall hold the positions of Chairman and Chief Executive Officer and so long as elected by the stockholders a member of the Board of Directors of Employer.. The Employee's duties shall be those usual to the Employee's position in the Employer's industry; provided, however, the Employer, at the Employer's sole discretion, may increase, decrease or otherwise modify the Employee's duties. The Employee shall at all times exercise his best efforts for Employer and shall diligently and proficiently perform his duties for the Employer.

3. EMPLOYEE COMPENSATION
A. Annual Salary:

The Employer shall pay the Employee, in equal monthly installments, at the rate of $150,000.00 per year.
B. Stock Options:

Subject to the approval by its shareholders of the Company's 1998 Stock Option Plan, there is hereby granted to the Employee a non-qualified stock option to purchase up to 100,000 shares of the Company's $.01 par value Common Stock at an exercise price of $5.00 per share. The option granted

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

hereby shall be subject to the terms and conditions set forth in the Stock Option Agreement attached hereto and made a part hereof. The term of the option shall be for a period of 10 years, shall vest on a cumulative basis at a rate of 20% per year, shall provide for immediate and full vesting in the event the Company is acquired and shall provide that the right to exercise the option in accordance with its terms shall survive the Employee's termination of employment.
4. EMPLOYEE BENEFITS
A. Vacation:

The Employee is entitled to three (3) weeks paid vacation for each twelve (12) months of this Agreement.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

B. Additional Benefits:

1. The Employee will be included in such fringe benefit programs as the Employer hereafter adopts for the benefit of all employees.
2. Employer will provide suitable housing for Employee during such periods as Employee physically conducts his business from the Rochester, New York metropolitan area.
3. For a period of eighteen months after the commencement of this Agreement, Employer will pay to Employee as additional compensation an amount equal to the amount actually expended by Employee to continue COBRA insurance coverages with his present employer.
4. 12 paid holidays per year.
5. Sick pay days accrue at the same rate as vacation days.
5. TERM OF AGREEMENT This Agreement shall be for a period of three (3) years commencing on the first day of the month in which Employer receives the proceeds from its initial public offering of securities and shall automatically renew for three (3) years, unless the Employer informs the Employee of its intention to allow such Agreement to expire by giving written notice to the Employee at least six (6) months prior to the termination date.
6. CHANGE OF OWNERSHIP If TORVEC Inc. is bought out by another company, this Agreement may also be bought out at the prorated lump sum of base pay and bonus for lesser of twelve months or the remaining months on this Agreement.
7. TERMINATION OF THE CONTRACT
A. Cause of Termination:

1. Termination by the Employee The Employee may terminate this Agreement, for any reason, upon written notice to the Employer not fewer than twelve (12) months before the date of the intended termination.
2. Termination by Employer

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

The Employer may at any time terminate this Agreement without cause, by a notice to that effect to the Employee. As severance compensation, the Employer shall continue to pay the Employee his base pay and bonus for a period of twelve (12) months, subject to the limitations in Paragraph 7B2(b) below.
The Employer may terminate this Agreement without notice for just cause, including but not limited to, habitual neglect of or failure to perform duties after written warning from Employer to correct such failure, theft or misappropriation, or the Employee's continued incapacity due to mental or physical illness to perform the Employee's duties.
In the event of termination because of incapacity to perform due to mental or physical illness only, the Employer shall pay the Employee's monthly salary and minimum bonus for twelve (12) months.
B. Effect of Termination of Agreement:

Except as otherwise provided herein, upon expiration of the term of this Agreement, or by termination pursuant to any provision of this Agreement, all obligations of the Employee and the Employer shall terminate.
If the Employer gives notice to the Employee as provided in Paragraph 7A2 herein:
1. The Employee agrees:

(a) To continue to devote his best efforts and time to performance of his duties for the Employer and to cooperate with the Employer in effecting an orderly transfer of responsibilities and duties to a successor over a period of time to be determined by the Employer in its sole discretion, but not to exceed three (3) months.
(b) To consult with the Employer as may reasonably be required.
2. The Employer agrees:

(a) To cooperate in the Employee's effort to obtain new employment;
(b) To continue to pay the Employee, at the rate required hereunder, including both salary and minimum bonus until the Employee obtains new employment or until the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

conclusion of twelve (12) months; and, to the extent the Employee's total compensation in his new employment is less than his total compensation (salary and bonus) from the Employer would have been, the Employer shall pay the difference between the total compensation in the new employment and the total compensation that the Employee would have earned with the Employer until the conclusion of the term of the twelve (12) months following termination;
(c) To provide the benefits provided by this Agreement to the Employee until the Employee obtains new employment or until expiration of twelve (12) months whichever occurs first.
8. CONFIDENTIALITY AND TRANSFER OF INVENTIONS
A. Except as may be required by his employment hereunder, Employee will not at any time or in any manner, directly or indirectly, divulge, disclose or communicate to any person, firm, corporation, organization or entity any Trade Secrets of Employer. Trade Secrets include information concerning matters affecting or relating to the products, pricing, marketing and sales strategies, servicing of products, processes, formulas, inventions, discoveries, devices, finances or business of Employer or of its customers. Employee will at all times hold inviolate and keep secret all knowledge or information and Trade Secrets acquired by him concerning the names of the Employer's customers, their addresses, the prices Employer obtains or has obtained from them for its goods or services, all knowledge or information acquired by him concerning the products, formulas, processes, marketing and sales methodology and training and all other trade secrets of Employer's customers. In addition, Employee shall make no disclosure, directly or indirectly, of any financial information, contractual relationships, policies, past or contemplated future actions of policies of Employer, personnel matters, marketing or sales strategies or data, pricing information, technical data or specifications and written or oral communications of any sort of Employer or any of its customers which have not previously been disclosed to the general public with Employer's consent or without first obtaining the consent of Employer for such disclosure. Upon any termination of this Agreement or Employee's employment, Employee or his representatives shall immediately deliver to Employer all notes, notebooks, letters, papers, drawings, memos, communications, blueprints or other writings or data relating to the business of Employer or its customers.
B. Employee shall promptly disclose to Employer all ideas, discoveries, designs, improvements, innovations and inventions (collectively referred to herein as "inventions"), whether patentable or not, either relating to

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

the existing business, products, plans, processes, or procedures of Employer, or any parent or subsidiary of Employer, or suggested by or resulting from Employee's work at Employer, or resulting wholly or in part from the use of Employer's time, material, facilities or ideas, which Employee makes or conceives, in whole or in part, whether or not during working hours, alone or with others, at any time during the term of his employment pursuant to this Agreement or during the first six-month period immediately following termination of his employment for any reason, and Employee agrees that all such inventions shall be the exclusive property of Employer.
C. Employee hereby assigns to Employer all his rights and interests in and to all such inventions and all patents which may be obtained on them, in this or any foreign country. At Employer's expense, but without charge to it, Employee agrees to execute, acknowledge and deliver to Employer any specific assignments to any such inventions or other relevant documents and take any such further action as may be considered necessary by Employer at any time to obtain or defend letters patent in any and all countries or to obtain documents relating to registration, ownership or transfer of copyrights, or to vest title in such inventions in Employer or its assigns or to obtain for Employer any other legal protection for such inventions.
D. Because Employee shall acquire by reason of his employment and association with Employer an extensive knowledge of Employer's Trade Secrets, customers, procedures, and other confidential information, the parties hereto recognize that in the event of a breach or threat of breach by Employee of the terms and provisions contained in this Paragraph 8, compensation alone to Employer would not be an adequate remedy for a breach of those terms and provisions. Therefore, it is agreed that in the event of a breach or threat of a breach of the provisions of this Paragraph 8 by Employee, Employer shall be entitled to an immediate injunction from any court of competent jurisdiction restraining Employee from committing or continuing to commit a breach of such provisions without the showing or proving of actual damages. Any preliminary injunction or restraining order shall continue in full force and effect until any and all disputes between the parties regarding this Agreement have been finally resolved on the merits by settlement or by a court of law. Employee hereby waives any right he may have to require Employer to post a bond or other security with respect to obtaining or continuing any such injunction or temporary restraining order and, further, hereby releases Employer, its officers, directors, employees and agents from and waives any claim for damages against them which he might have with respect to Employer's obtaining in good faith any injunction or restraining order pursuant to this Agreement.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

Employee agrees that any action for injunction brought pursuant to this Paragraph 8 may be brought in the New York State Supreme Court in the County of Monroe and hereby submits to the jurisdiction of that court and waives any objection as to venue.
9. CONSTRUCTION OF THIS AGREEMENT
A. Choice of Law:

This Agreement is to be construed pursuant to the laws of the State of New York, including New York law regarding choice of law.
B. Invalid Agreement Provisions:

Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and the Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.
C. No Other Agreements:

This Agreement represents the entire Agreement between the Employee and the Employer, and supersedes any and all negotiations and other agreements, oral, implied or written, in any way related to the employment relationship between the Employee and the Employer. No agreements, representations, or understandings (oral, written, or implied) other than those expressly set forth herein have been made or entered into by either party with respect to any aspect of the Employee's employment or any of the matters dealt with herein. In executing this Agreement, neither the Employer nor the Employee relies upon any promise, representation, or other inducement that is not expressed in this Agreement. This Agreement may be modified only by a written Agreement signed by both the Employee and the Employer and may not be modified in any oral agreement or representation.
D. Practices Inconsistent With This Agreement:

No provision of this Agreement shall be modified or construed by any practice or policy that is inconsistent with such provision, and failure by either the Employee or the Employer to comply with any provision, shall not affect the rights of either to thereafter comply or require the other to comply.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

10. ARBITRATION Any dispute between Employer and the Employee in any way arising out of this Agreement, other than an action for an injunction brought pursuant to Paragraph 8 of this Agreement, including the termination of employees employment and/or this Agreement, shall be submitted to arbitration by an arbitrator selected by the American Arbitration Association. The arbitrator's decision with respect to any such dispute shall be final and binding. Any such disputes must be submitted to arbitration within six (6) months of termination, cancellation, or expiration of this Agreement. Any party who, in violation of this paragraph, initiates a lawsuit against the other party, shall pay the other party's reasonable attorney's fees and costs incurred in such lawsuit. Except as otherwise provided herein, such arbitration shall take place in accordance with the Rules of Commercial Arbitration of the American Arbitration Association, and shall be held in Monroe County, New York.

                  TORVEC Inc.

Date:   ______________      By: ____________________________
                                  President
                                  Employer


Date:   ______________      ________________________________
                               Herbert H. Dobbs
                               Employee

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT MADE as of this 1st day of January, 1998 between TORVEC, INC., a New York business corporation (herein referred to as the "Company"), and HERBERT H. DOBBS (herein referred to as the "Optionee");

WITNESSETH:

1. The Company hereby grants to the Optionee an Option (hereinafter referred to as "Option") to purchase an aggregate of 100,000 shares of the $.01 par value Common Stock of the Company (herein referred to as the "Shares") at an exercise price of $5.00 per Share to be paid by the Optionee with cash, a certified check or a bank cashier's check made payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, the Optionee may pay for the Shares, either in whole or in part, by the delivery of Common Stock of the Company already owned by him which will be accepted as payment for the Shares, based upon such Common Stock's fair market value on the date of exercise. In addition, provided the Board of Directors shall approve the specific transfer, payment for the Shares, either in whole or in part, may be made by delivery of Common Stock acquired by the Optionee under any of the Company's stock option plans, provided, however, that if this Option is exercised in part, Shares acquired by such partial exercise may not be used as payment for additional Shares to be acquired under this Agreement. In order for the Optionee to so use shares of Common Stock previously acquired under any of the Company's stock option plans as payment for the Shares either in whole or in part, the transfer of such previously acquired Common Stock as payment for all or a portion of the exercise price under this Agreement must occur more than two years from the date of the grant and one year from the date of exercise of the prior option pursuant to which the Optionee acquired such Common Stock.
2. The term during which the Option shall be exercisable shall commence on January 1, 1998 and expire on the close of business December 31, 2007, subject to earlier termination as provided in the Torvec, Inc. 1998 Stock Option Plan (herein referred to as the "Plan"). The Option to purchase the number of Shares granted under this Agreement shall vest on the 1st day of each of the first five years of the Option Term on a cumulative basis, in accordance with the following schedule:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

                         VESTED         NON-VESTED

1/1/98 - 12/31/98           20%             80%
1/1/99 - 12/31/99           40%             60%
1/1/2000 - 12/31/2000       60%             40%
1/1/01 - 12/31/2001         80%             20%
1/1/02 - 12/31/2002        100%              0%

provided however, that to the extent the Optionee shall fail to exercise or, due to the above limitation, be prohibited from exercising his Option in any year during the Option period, such annual right to exercise this Option shall not expire, but shall be cumulative, and carry over into and be exercisable in any subsequent year during which the Option is outstanding.
This Option may be exercised by the Optionee in accordance with its terms during the Option Term even though, at the time of such exercise, whether in whole or in part, the Optionee is no longer an employee of the Company.
3. Notwithstanding the vesting schedule set forth in
Section 2 hereof, the Optionee's right to exercise this Option in full shall immediately vest upon the occurrence of a change in control of the Company. For this purpose, the term "change in control of the Company" shall generally include a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. Specifically, the term shall include (i) the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any comparable successor provisions, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or (ii) the approval by the shareholders of the Company of a reorganization, merger, or consolidation with respect to which, in such case, persons who were shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter, own more than 50% of either the outstanding shares of common stock or the combined voting power of the reorganized, merged or consolidated Company's then outstanding voting securities entitled to vote generally or
(iii) the liquidation and/or dissolution of the Company.
4. The Option is not transferable by the Optionee other than by Will or the laws of descent and distribution and is exercisable, during his lifetime, only by the Optionee. In the event that the right to exercise the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

Option passes to the Optionee's estate, or to a person to whom such right devolves by reason of the Optionee's death, then the Option shall be non transferable in the hands of the Optionee's Executor or Administrator or of such person, except that the Option may be distributed by the Optionee's Executor or Administrator to the distributees of the Optionee's estate as a part thereof.
5. In order for the Option to be exercised, in whole or in part, the notice by the Optionee to the Company in the form attached hereto must be accompanied by payment in full of the option price for the Shares being purchased. In addition, the Optionee agrees to tender to the Company an additional amount, in cash, certified check, cashier's check or bank draft, equal to the amount of any taxes required to be collected or withheld by the company in connection with the exercise of his Option.
6. The Company agrees that it will use its best efforts to register the sale of the Shares to be issued upon the exercise of the Option with the Securities and Exchange Commission under the Securities Act of 1933. Upon the effectiveness of the Registration Statement covering the Shares, the Optionee shall be able to sell the Shares in "open market transactions" free of Federal Securities Law restrictions, provided that at the time of sale, or within the three month period immediately prior to such sale, he is not nor has he been an "affiliate" of the Company. The Optionee further understands that, in accordance with applicable Commission rules governing controlling persons of public companies, members of the board of directors of a public company, such as the Company, are deemed to be "affiliates" during their term of office. The Optionee, therefore, agrees that he will consult with the Company's counsel as to any Securities Law restrictions, including a limitation on the number of Shares which may be sold at any one time, on his ability to sell the Shares prior to any sale thereof.
7. The Company agrees to provide the Optionee with a copy of the Prospectus prepared by the Company in connection with the Registration Statement filed to register the Shares, together with its exhibits, and the Company hereby acknowledges its obligation to provide the Optionee with all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year of the Company and all updates thereof. The Optionee agrees that prior to exercise, either in whole or in part of the Option granted to him hereunder, he shall have read such materials, including the most recent annual and quarterly reports to shareholders, and shall have received, if requested, and read all the documents incorporated by reference in the Prospectus and Registration Statement filed with the Securities and Exchange Commission.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

8. The Optionee understands that except as provided in Paragraph 6 above, the Company has not agreed to register either the issuance or the resale of the Shares in accordance with the provisions of the Securities Act of 1933 or to register either the issuance or the resale of the Shares under any applicable State Securities Laws. Hence, the Optionee agrees that by virtue of the provision of certain rules respecting "restricted securities" promulgated under such Federal and/or State Laws, unless the resale of the Shares is registered as provided in Paragraph 6 above, and until the registration of such Shares in accordance with Paragraph 6 above shall have been declared effective by order of the Commission, the Shares which the Optionee shall purchase upon the exercise of this Option must be held indefinitely and may not be sold, transferred, pledged, hypothecated, or otherwise encumbered for value, unless and until a secondary distribution and/or resale of such Shares is subsequently registered under such Federal and/or State Securities Laws, or unless an exemption from registration is available, in which case the Optionee still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The Optionee therefore agrees that, until the registration of such Shares shall have been declared effective by order of the Commission, the Company may affix upon any certificate representing the Shares, a legend that such Shares may not be transferred in violation of Section 5 of the Securities Act of 1933.
9. The Optionee understands and agrees that the Shares to be acquired upon the exercise of the Option may not be sold, transferred, exchanged, hypothecated, encumbered, pledged or otherwise disposed of for value for a period of six (6) months from the date of the grant of this Option.
10. The Optionee understands that the Company has established certain policies and procedures governing trading in the Company's securities, including the Shares to be acquired upon the exercise of this Option, while in possession of material, inside information regarding the Company and/or any of its subsidiaries, receipt of which is hereby acknowledged. The Optionee agrees that upon exercise of this Option, either in whole or in part, he will comply with all of the terms and conditions of such policy, including the procedures and guidelines established for its implementation. In particular, the Optionee agrees that where required under such guidelines and procedures, he will obtain permission of the Company's Clearinghouse Committee composed of senior management prior to effectuating any sale or other transfer for value of the Shares to be acquired by virtue of the exercise of this Option.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

11. All the terms and provisions of the Plan, duly adopted at a meeting of the Company's Board of Directors on _______________ and approved by a majority vote of the Company's shareholders either in person or by proxy at a duly called meeting of such shareholders held on _______________ and as amended to date, are hereby expressly incorporated into this Stock Option Agreement and made a part hereof as if printed herein and the Optionee, by the Optionee's signature hereon, acknowledges receipt of a certified copy of said Plan. If there shall be any conflict between this Agreement and the Plan, the provisions of the Plan shall control.
12. In accordance with certain terms and conditions of the Plan, the aggregate number and kind of shares that may be purchased pursuant to the grant of the Option under this Agreement shall be proportionately adjusted for any increase, decrease or change in the total number of the outstanding shares of the Company resulting from a stock dividend, stock-split or other corporate reorganization which would result in or have the effect of the Optionee being treated differently (but for the adjustment) than he would be treated had he been the beneficial owner of the Shares subject to the Option on the record date for such dividend, split or reorganization, as the case may be.
13. The Optionee understands that the Option granted hereunder constitutes a "nonqualified stock option" for federal, and if applicable, state income tax purposes. Consequently, the Optionee understands that under current provisions of federal tax law, for regular as well as for purposes to the federal alternative minimum income tax, no gain or loss generally is recognized to the Optionee upon the grant of the Option. In addition, the Company will receive no business expense deduction as a result of the grant of the Option. For federal income tax purposes, upon the exercise of the Option, the difference between the exercise price and the fair market value of the Shares on the date of exercise constitutes ordinary income to the Optionee and is taxed to the Optionee at normal, ordinary tax rates, except to the extent the Shares are not transferable and are subject to a substantial risk of forfeiture. To the extent such difference is required to be included as income by the Optionee, the Company is entitled to a business expense deduction. Upon the later sale of the Shares, long or short term capital gain or loss will be recognized by the Optionee, depending upon the holding period (eighteen months for long term capital gain or loss) and the extent to which the selling price exceeds or is less than the Optionee's basis in the stock. The amount of gain will be taxed at normal, ordinary tax rates, with a maximum rate of 20% if the Shares are held for a period of at least eighteen months. If the Shares are held for a period of at least twelve months, the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

maximum rate on any gain from their sale will be taxed at 28%.
The Optionee also understands that the provisions of federal tax law described herein are subject to change and, consequently, the Optionee agrees to consult with his or her own tax advisor with respect to the tax treatment to be accorded the grant of the Option herein, the exercise of such Option, and the disposition of the Shares.
13. Consistent with the provisions of the Plan, this Agreement shall be binding upon and inure to the benefit of any successor or assignee of the Company and to any executor, administrator, legal representative, legatee, or distributee entitled by law to the Optionee's right hereunder.
14. Except insofar as an interpretation of federal securities law otherwise is required, or is controlling, this Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Optionee has hereunto set his hand, as of the day and year first above written.
TORVEC, INC.
By:____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

NOTICE OF EXERCISE OF STOCK OPTION
AND
RECORD OF STOCK TRANSFER

Torvec, Inc.
3740 Route 104
Williamson, New York 14587
Gentlemen:
I hereby exercise my Stock Option granted to me by Torvec, Inc. under a Stock Option Agreement dated _______________, subject to all the terms and provisions thereof and of the Torvec, Inc. 1998 Stock Option Plan referred to therein and notify you of my desire to purchase Shares of the $.01 par value Common Stock of the Company which were offered to me pursuant to the Stock Option Agreement. Enclosed is my payment in the sum of in full payment of such Shares.
I understand that a Registration Statement covering the Shares to be issued to me pursuant to this exercise of the Option granted to me was filed with the Securities and Exchange Commission on _______________. The Registration Statement became effective on _______________. Consequently, I understand that unless I am an "affiliate" of the Company, the Shares I am acquiring are freely tradeable and may be sold by me in "open market" transactions. If I am an "affiliate" of the Company, however, or have been one during the three month period prior to sale, I recognize that I may not sell freely on the open market and therefore agree that I will consult the Company's counsel as to the securities law restrictions on my ability to sell the Shares.
I also understand that under the Plan, and in accordance with the terms of the Stock Option Agreement, I may not sell, assign, alienate, pledge, encumber or otherwise transfer for value the Shares unless a period of six (6) months has elapsed from the date of the grant of the Option to me.
I acknowledge that I am aware that the Company has established a policy with respect to trading in its securities while in possession of material inside information regarding the Company and/or its subsidiaries, and that, in accordance with certain guidelines and procedures designed to implement such policy, I may be required to obtain permission from a Clearinghouse Committee, composed of Senior Management, prior

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

to any sale or other transfer for value of the Shares hereby acquired.
I also acknowledge that I have received and have read the Prospectus dated _______________ prepared by the Company in connection with the grant of the Option contained herein, together with its exhibits, and all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year and all quarterly and current updates thereof. I acknowledge that I have received all documents incorporated by reference in the Prospectus and the Registration Statement filed with the Securities and Exchange Commission that I requested and have read the same. I acknowledge that I have had the opportunity to ask questions of and receive answers from the Company's management concerning the information set forth in such Prospectus, reports and updates and have been satisfied with the answers provided regarding the same.
Finally, I acknowledge that there are significant federal income tax consequences resulting from my exercise of this Option, that I have consulted with and received advice from qualified tax counsel both as to the nature of such tax consequences and their impact upon my own personal income tax situation as the result of such exercise, and that I fully understand such impact and have planned accordingly.

DATED: ________________ __________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

Receipt is hereby acknowledged of the delivery to me by Torvec, Inc. on , 19 of stock certificates for shares of $.01 par value common stock purchased by me pursuant to the terms and conditions of the Torvec, Inc. 1998 Stock Option Plan referred to above.

DATED: ______________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-1.x2a

EXHIBIT NO. 6.2

EMPLOYMENT AGREEMENT

1.AGREEMENT This writing represents an agreement ("Agreement") between Lee E. Sawyer, 16 Williamsburg Lane, Rolling Hills, California, 90274 (the "Employee") and TORVEC Inc.. 11 Pond View Drive, Pittsford, NY, 14534 (the "Employer") and defines the employment relationship between the Employee and the Employer.
2.THE EMPLOYEE'S POSITION The Employee shall hold the positions of President and Chief Operating Officer and so long as elected by the stockholders a member of the Board of Directors of Employer.. The Employee's duties shall be those usual to the Employee's position in the Employer's industry; provided, however, the Employer, at the Employer's sole discretion, may increase, decrease or otherwise modify the Employee's duties. The Employee shall at all times exercise his best efforts for Employer and shall diligently and proficiently perform his duties for the Employer.
3.EMPLOYEE COMPENSATION
A.Annual Salary:

The Employer shall pay the Employee, in equal monthly installments, at the rate equivalent to the amounts listed below:

                         $240,000         CY     1998


          $252,000         CY     1999 (5%
                                  increase)


\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a



          $264,600         CY     2000 (5%
                                  increase)

Salary to be paid in equal monthly installments reduced by withholding the usual payroll deductions.
B.Bonus:
At the end of each quarter for each quarter worked or prorated portion of a quarter worked, the Employer shall pay the Employee the minimum bonus listed below:

$15,000 per quarter for 1998
$15,000 per quarter for 1999
$15,000 per quarter for 2000

Bonus to be paid withholding the usual payroll deductions. Any increase in bonus beyond the minimum will be determined by the Board of Directors taking into account Employee performance and the profitability and financial conditions of Employer.
C.Stock Options:

Subject to the approval by its shareholders of the Company's 1998 Stock Option Plan, there is hereby granted to the Employee a non-qualified stock option to purchase up to 180,000 shares of the Company's $.01 par value Common Stock at an exercise price of $5.00 per share. The option granted hereby shall be subject to the terms and conditions set forth in the Stock Option Agreement attached hereto and made a part hereof. The term of the option shall be for a period of 10 years, shall vest on a cumulative basis at a rate of 20% per year, shall provide for immediate and full vesting in the event the Company is acquired and shall provide that the right to exercise the option in accordance with its terms shall survive the Employee's termination of employment.
4.EMPLOYEE BENEFITS
A.Automobile(s):

The Employer shall provide a $700 per month lease car allowance for securing automobile(s) for the Employee's use. The Employee shall provide insurance (100/300), gasoline, usual expenses and maintenance for the automobile(s). The Employee shall be able to add to this lease car amount in order to obtain a higher level of vehicle(s) if he desires.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

B.Vacation:

The Employee is entitled to three (3) weeks paid vacation for each twelve (12) months of this Agreement.

C.Additional Benefits:

1. The Employee will be included in such fringe benefit programs as the Employer hereafter adopts for the benefit of all employees.
2. Employer will provide suitable housing for Employee during such periods as Employee physically conducts his business from the Rochester, New York metropolitan area.
3. For a period of eighteen months after the commencement of this Agreement, Employer will pay to Employee as additional compensation an amount equal to the amount actually expended by Employee to continue COBRA insurance coverages with his present employer.
4. 12 paid holidays per year.
5. Sick pay days accrue at the same rate as vacation days.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

5.TERM OF AGREEMENT This Agreement shall be for a period of three (3) years commencing on the first day of the month in which Employer receives the proceeds from its initial public offering of securities and shall automatically renew for three (3) years, unless the Employer informs the Employee of its intention to allow such Agreement to expire by giving written notice to the Employee at least six (6) months prior to the termination date.
6.CHANGE OF OWNERSHIP If TORVEC Inc. is bought out by another company, this Agreement may also be bought out at the prorated lump sum of base pay and bonus for lesser of twelve months or the remaining months on this Agreement.
7.TERMINATION OF THE CONTRACT
A.Cause of Termination:

1.Termination by the Employee The Employee may terminate this Agreement, for any reason, upon written notice to the Employer not fewer than twelve (12) months before the date of the intended termination.
2.Termination by Employer The Employer may at any time terminate this Agreement without cause, by a notice to that effect to the Employee. As severance compensation, the Employer shall continue to pay the Employee his base pay and bonus for a period of twelve (12) months, subject to the limitations in Paragraph 7B2(b) below. The Employer may terminate this Agreement without notice for just cause, including but not limited to, habitual neglect of or failure to perform duties after written warning from Employer to correct such failure, theft or misappropriation, or the Employee's continued incapacity due to mental or physical illness to perform the Employee's duties. In the event of termination because of incapacity to perform due to mental or physical illness only, the Employer shall pay the Employee's monthly salary and minimum bonus for twelve (12) months.
B.Effect of Termination of Agreement:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

Except as otherwise provided herein, upon expiration of the term of this Agreement, or by termination pursuant to any provision of this Agreement, all obligations of the Employee and the Employer shall terminate.
If the Employer gives notice to the Employee as provided in Paragraph 7A2 herein:
1.The Employee agrees:

(a)To continue to devote his best efforts and time to performance of his duties for the Employer and to cooperate with the Employer in effecting an orderly transfer of responsibilities and duties to a successor over a period of time to be determined by the Employer in its sole discretion, but not to exceed three (3) months.
(b)To consult with the Employer as may reasonably be required.
2.The Employer agrees:

(a)To cooperate in the Employee's effort to obtain new employment;
(b)To continue to pay the Employee, at the rate required hereunder, including both salary and minimum bonus until the Employee obtains new employment or until the conclusion of twelve (12) months; and, to the extent the Employee's total compensation in his new employment is less than his total compensation (salary and bonus) from the Employer would have been, the Employer shall pay the difference between the total compensation in the new employment and the total compensation that the Employee would have earned with the Employer until the conclusion of the term of the twelve (12) months following termination;
(c)To provide the benefits provided by this Agreement to the Employee until the Employee obtains new employment or until expiration of twelve (12) months whichever occurs first.
8. CONFIDENTIALITY AND TRANSFER OF INVENTIONS
A. Except as may be required by his employment hereunder, Employee will not at any time or in any manner, directly or indirectly, divulge, disclose or communicate to any person, firm, corporation, organization or entity any Trade Secrets of Employer. Trade Secrets include information concerning matters affecting or relating to the products, pricing, marketing and sales strategies, servicing

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

of products, processes, formulas, inventions, discoveries, devices, finances or business of Employer or of its customers. Employee will at all times hold inviolate and keep secret all knowledge or information and Trade Secrets acquired by him concerning the names of the Employer's customers, their addresses, the prices Employer obtains or has obtained from them for its goods or services, all knowledge or information acquired by him concerning the products, formulas, processes, marketing and sales methodology and training and all other trade secrets of Employer's customers. In addition, Employee shall make no disclosure, directly or indirectly, of any financial information, contractual relationships, policies, past or contemplated future actions of policies of Employer, personnel matters, marketing or sales strategies or data, pricing information, technical data or specifications and written or oral communications of any sort of Employer or any of its customers which have not previously been disclosed to the general public with Employer's consent or without first obtaining the consent of Employer for such disclosure. Upon any termination of this Agreement or Employee's employment, Employee or his representatives shall immediately deliver to Employer all notes, notebooks, letters, papers, drawings, memos, communications, blueprints or other writings or data relating to the business of Employer or its customers.
B. Employee shall promptly disclose to Employer all ideas, discoveries, designs, improvements, innovations and inventions (collectively referred to herein as "inventions"), whether patentable or not, either relating to the existing business, products, plans, processes, or procedures of Employer, or any parent or subsidiary of Employer, or suggested by or resulting from Employee's work at Employer, or resulting wholly or in part from the use of Employer's time, material, facilities or ideas, which Employee makes or conceives, in whole or in part, whether or not during working hours, alone or with others, at any time during the term of his employment pursuant to this Agreement or during the first six-month period immediately following termination of his employment for any reason, and Employee agrees that all such inventions shall be the exclusive property of Employer.
C. Employee hereby assigns to Employer all his rights and interests in and to all such inventions and all patents which may be obtained on them, in this or any foreign country. At Employer's expense, but without charge to it, Employee agrees to execute, acknowledge and deliver to Employer any specific assignments to any such inventions or other relevant documents and take any such further action as may be considered necessary by Employer at any time to obtain or defend letters patent in any and all countries or to obtain documents relating to registration, ownership or

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

transfer of copyrights, or to vest title in such inventions in Employer or its assigns or to obtain for Employer any other legal protection for such inventions.
D. Because Employee shall acquire by reason of his employment and association with Employer an extensive knowledge of Employer's Trade Secrets, customers, procedures, and other confidential information, the parties hereto recognize that in the event of a breach or threat of breach by Employee of the terms and provisions contained in this Paragraph 8, compensation alone to Employer would not be an adequate remedy for a breach of those terms and provisions. Therefore, it is agreed that in the event of a breach or threat of a breach of the provisions of this Paragraphs 8 by Employee, Employer shall be entitled to an immediate injunction from any court of competent jurisdiction restraining Employee from committing or continuing to commit a breach of such provisions without the showing or proving of actual damages. Any preliminary injunction or restraining order shall continue in full force and effect until any and all disputes between the parties regarding this Agreement have been finally resolved on the merits by settlement or by a court of law. Employee hereby waives any right he may have to require Employer to post a bond or other security with respect to obtaining or continuing any such injunction or temporary restraining order and, further, hereby releases Employer, its officers, directors, employees and agents from and waives any claim for damages against them which he might have with respect to Employer's obtaining in good faith any injunction or restraining order pursuant to this Agreement. Employee agrees that any action for injunction brought pursuant to this Paragraph 8 may be brought in the New York State Supreme Court in the County of Monroe and hereby submits to the jurisdiction of that court and waives any objection as to venue.
9.CONSTRUCTION OF THIS AGREEMENT
A.Choice of Law:

This Agreement is to be construed pursuant to the laws of the State of New York, including New York law regarding choice of law.
B.Invalid Agreement Provisions:

Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and the Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

C.No Other Agreements:

This Agreement represents the entire Agreement between the Employee and the Employer, and supersedes any and all negotiations and other agreements, oral, implied or written, in any way related to the employment relationship between the Employee and the Employer. No agreements, representations, or understandings (oral, written, or implied) other than those expressly set forth herein have been made or entered into by either party with respect to any aspect of the Employee's employment or any of the matters dealt with herein. In executing this Agreement, neither the Employer nor the Employee relies upon any promise, representation, or other inducement that is not expressed in this Agreement. This Agreement may be modified only by a written Agreement signed by both the Employee and the Employer and may not be modified in any oral agreement or representation.
D.Practices Inconsistent With This Agreement:

No provision of this Agreement shall be modified or construed by any practice or policy that is inconsistent with such provision, and failure by either the Employee or the Employer to comply with any provision, shall not affect the rights of either to thereafter comply or require the other to comply.
10.ARBITRATION
Any dispute between Employer and the Employee in any way arising out of this Agreement, other than an action for an injunction brought pursuant to Paragraph 8 of this Agreement, including the termination of employees employment and/or this Agreement, shall be submitted to arbitration by an arbitrator selected by the American Arbitration Association. The arbitrator's decision with respect to any such dispute shall be final and binding. Any such disputes must be submitted to arbitration within six (6) months of termination, cancellation, or expiration of this Agreement. Any party who, in violation of this paragraph, initiates a lawsuit against the other party, shall pay the other party's reasonable attorney's fees and costs incurred in such lawsuit. Except as otherwise provided herein, such arbitration shall take place in accordance with the Rules of Commercial Arbitration of the American Arbitration Association, and shall be held in Monroe County, New York.

Date:______________       By:______________________________
                             President
                             Employer


Date:______________       _________________________________
                             Lee E. Sawyer
                             Employee

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT MADE as of this 1st day of January, 1998 between TORVEC, INC., a New York business corporation (herein referred to as the "Company"), and LEE E. SAWYER (herein referred to as the "Optionee");

WITNESSETH:

1. The Company hereby grants to the Optionee an Option (hereinafter referred to as "Option") to purchase an aggregate of 180,000 shares of the $.01 par value Common Stock of the Company (herein referred to as the "Shares") at an exercise price of $5.00 per Share to be paid by the Optionee with cash, a certified check or a bank cashier's check made payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, the Optionee may pay for the Shares, either in whole or in part, by the delivery of Common Stock of the Company already owned by him which will be accepted as payment for the Shares, based upon such Common Stock's fair market value on the date of exercise. In addition, provided the Board of Directors shall approve the specific transfer, payment for the Shares, either in whole or in part, may be made by delivery of Common Stock acquired by the Optionee under any of the Company's stock option plans, provided, however, that if this Option is exercised in part, Shares acquired by such partial exercise may not be used as payment for additional Shares to be acquired under this Agreement. In order for the Optionee to so use shares of Common Stock previously acquired under any of the Company's stock option plans as payment for the Shares either in whole or in part, the transfer of such previously acquired Common Stock as payment for all or a portion of the exercise price under this Agreement must occur more than two years from the date of the grant and one year from the date of exercise of the prior option pursuant to which the Optionee acquired such Common Stock.
2. The term during which the Option shall be exercisable shall commence on January 1, 1998 and expire on the close of business December 31, 2007, subject to earlier termination as provided in the Torvec, Inc. 1998 Stock Option Plan (herein referred to as the "Plan"). The Option to purchase the number of Shares granted under this Agreement shall vest on the 1st day of each of the first five years of the Option Term on a cumulative basis, in accordance with the following schedule:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

                                      VESTED       NON-
VESTED

          1/1/98 - 12/31/98           20%           80%
          1/1/99 - 12/31/99           40%           60%
          1/1/2000 - 12/31/2000       60%           40%
          1/1/01 - 12/31/200         180%           20%
          1/1/02 - 12/31/2002        100%            0%

provided however, that to the extent the Optionee shall fail to exercise or, due to the above limitation, be prohibited from exercising his Option in any year during the Option period, such annual right to exercise this Option shall not expire, but shall be cumulative, and carry over into and be exercisable in any subsequent year during which the Option is outstanding.
This Option may be exercised by the Optionee in accordance with its terms during the Option Term even though, at the time of such exercise, whether in whole or in part, the Optionee is no longer an employee of the Company.
3. Notwithstanding the vesting schedule set forth in
Section 2 hereof, the Optionee's right to exercise this Option in full shall immediately vest upon the occurrence of a change in control of the Company. For this purpose, the term "change in control of the Company" shall generally include a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. Specifically, the term shall include (i) the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any comparable successor provisions, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or (ii) the approval by the shareholders of the Company of a reorganization, merger, or consolidation with respect to which, in such case, persons who were shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter, own more than 50% of either the outstanding shares of common stock or the combined voting power of the reorganized, merged or consolidated Company's then outstanding voting securities entitled to vote generally or
(iii) the liquidation and/or dissolution of the Company.
4. The Option is not transferable by the Optionee other than by Will or the laws of descent and distribution

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

and is exercisable, during his lifetime, only by the Optionee. In the event that the right to exercise the Option passes to the Optionee's estate, or to a person to whom such right devolves by reason of the Optionee's death, then the Option shall be non transferable in the hands of the Optionee's Executor or Administrator or of such person, except that the Option may be distributed by the Optionee's Executor or Administrator to the distributees of the Optionee's estate as a part thereof.
5. In order for the Option to be exercised, in whole or in part, the notice by the Optionee to the Company in the form attached hereto must be accompanied by payment in full of the option price for the Shares being purchased. In addition, the Optionee agrees to tender to the Company an additional amount, in cash, certified check, cashier's check or bank draft, equal to the amount of any taxes required to be collected or withheld by the company in connection with the exercise of his Option.
6. The Company agrees that it will use its best efforts to register the sale of the Shares to be issued upon the exercise of the Option with the Securities and Exchange Commission under the Securities Act of 1933. Upon the effectiveness of the Registration Statement covering the Shares, the Optionee shall be able to sell the Shares in "open market transactions" free of Federal Securities Law restrictions, provided that at the time of sale, or within the three month period immediately prior to such sale, he is not nor has he been an "affiliate" of the Company. The Optionee further understands that, in accordance with applicable Commission rules governing controlling persons of public companies, members of the board of directors of a public company, such as the Company, are deemed to be "affiliates" during their term of office. The Optionee, therefore, agrees that he will consult with the Company's counsel as to any Securities Law restrictions, including a limitation on the number of Shares which may be sold at any one time, on his ability to sell the Shares prior to any sale thereof.
7. The Company agrees to provide the Optionee with a copy of the Prospectus prepared by the Company in connection with the Registration Statement filed to register the Shares, together with its exhibits, and the Company hereby acknowledges its obligation to provide the Optionee with all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year of the Company and all updates thereof. The Optionee agrees that prior to exercise, either in whole or in part of the Option granted to him hereunder, he shall have read such materials, including the most recent annual and quarterly reports to shareholders, and shall have received, if requested, and read all the documents

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

incorporated by reference in the Prospectus and Registration Statement filed with the Securities and Exchange Commission.
8. The Optionee understands that except as provided in Paragraph 6 above, the Company has not agreed to register either the issuance or the resale of the Shares in accordance with the provisions of the Securities Act of 1933 or to register either the issuance or the resale of the Shares under any applicable State Securities Laws. Hence, the Optionee agrees that by virtue of the provision of certain rules respecting "restricted securities" promulgated under such Federal and/or State Laws, unless the resale of the Shares is registered as provided in Paragraph 6 above, and until the registration of such Shares in accordance with Paragraph 6 above shall have been declared effective by order of the Commission, the Shares which the Optionee shall purchase upon the exercise of this Option must be held indefinitely and may not be sold, transferred, pledged, hypothecated, or otherwise encumbered for value, unless and until a secondary distribution and/or resale of such Shares is subsequently registered under such Federal and/or State Securities Laws, or unless an exemption from registration is available, in which case the Optionee still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The Optionee therefore agrees that, until the registration of such Shares shall have been declared effective by order of the Commission, the Company may affix upon any certificate representing the Shares, a legend that such Shares may not be transferred in violation of Section 5 of the Securities Act of 1933.
9. The Optionee understands and agrees that the Shares to be acquired upon the exercise of the Option may not be sold, transferred, exchanged, hypothecated, encumbered, pledged or otherwise disposed of for value for a period of six (6) months from the date of the grant of this Option.
10. The Optionee understands that the Company has established certain policies and procedures governing trading in the Company's securities, including the Shares to be acquired upon the exercise of this Option, while in possession of material, inside information regarding the Company and/or any of its subsidiaries, receipt of which is hereby acknowledged. The Optionee agrees that upon exercise of this Option, either in whole or in part, he will comply with all of the terms and conditions of such policy, including the procedures and guidelines established for its implementation. In particular, the Optionee agrees that where required under such guidelines and procedures, he will obtain permission of the Company's Clearinghouse Committee composed of senior management prior to effectuating any sale or other transfer for value of the Shares to be acquired by virtue of the exercise of this Option.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

11. All the terms and provisions of the Plan, duly adopted at a meeting of the Company's Board of Directors on _______________ and approved by a majority vote of the Company's shareholders either in person or by proxy at a duly called meeting of such shareholders held on _______________ and as amended to date, are hereby expressly incorporated into this Stock Option Agreement and made a part hereof as if printed herein and the Optionee, by the Optionee's signature hereon, acknowledges receipt of a certified copy of said Plan. If there shall be any conflict between this Agreement and the Plan, the provisions of the Plan shall control.
12. In accordance with certain terms and conditions of the Plan, the aggregate number and kind of shares that may be purchased pursuant to the grant of the Option under this Agreement shall be proportionately adjusted for any increase, decrease or change in the total number of the outstanding shares of the Company resulting from a stock dividend, stock-split or other corporate reorganization which would result in or have the effect of the Optionee being treated differently (but for the adjustment) than he would be treated had he been the beneficial owner of the Shares subject to the Option on the record date for such dividend, split or reorganization, as the case may be.
13. The Optionee understands that the Option granted hereunder constitutes a "nonqualified stock option" for federal, and if applicable, state income tax purposes. Consequently, the Optionee understands that under current provisions of federal tax law, for regular as well as for purposes to the federal alternative minimum income tax, no gain or loss generally is recognized to the Optionee upon the grant of the Option. In addition, the Company will receive no business expense deduction as a result of the grant of the Option. For federal income tax purposes, upon the exercise of the Option, the difference between the exercise price and the fair market value of the Shares on the date of exercise constitutes ordinary income to the Optionee and is taxed to the Optionee at normal, ordinary tax rates, except to the extent the Shares are not transferable and are subject to a substantial risk of forfeiture. To the extent such difference is required to be included as income by the Optionee, the Company is entitled to a business expense deduction. Upon the later sale of the Shares, long or short term capital gain or loss will be recognized by the Optionee, depending upon the holding period (eighteen months for long term capital gain or loss) and the extent to which the selling price exceeds or is less than the Optionee's basis in the stock. The amount of gain will be taxed at normal, ordinary tax rates, with a maximum rate of 20% if the Shares are held for a period of at least eighteen months. If the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

Shares are held for a period of at least twelve months, the maximum rate on any gain from their sale will be taxed at 28%.
The Optionee also understands that the provisions of federal tax law described herein are subject to change and, consequently, the Optionee agrees to consult with his or her own tax advisor with respect to the tax treatment to be accorded the grant of the Option herein, the exercise of such Option, and the disposition of the Shares.
13. Consistent with the provisions of the Plan, this Agreement shall be binding upon and inure to the benefit of any successor or assignee of the Company and to any executor, administrator, legal representative, legatee, or distributee entitled by law to the Optionee's right hereunder.
14. Except insofar as an interpretation of federal securities law otherwise is required, or is controlling, this Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Optionee has hereunto set his hand, as of the day and year first above written.
TORVEC, INC.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

NOTICE OF EXERCISE OF STOCK OPTION
AND
RECORD OF STOCK TRANSFER

Torvec, Inc.
3740 Route 104
Williamson, New York 14587
Gentlemen:
I hereby exercise my Stock Option granted to me by Torvec, Inc. under a Stock Option Agreement dated _______________, subject to all the terms and provisions thereof and of the Torvec, Inc. 1998 Stock Option Plan referred to therein and notify you of my desire to purchase Shares of the $.01 par value Common Stock of the Company which were offered to me pursuant to the Stock Option Agreement. Enclosed is my payment in the sum of in full payment of such Shares.
I understand that a Registration Statement covering the Shares to be issued to me pursuant to this exercise of the Option granted to me was filed with the Securities and Exchange Commission on _______________. The Registration Statement became effective on _______________. Consequently, I understand that unless I am an "affiliate" of the Company, the Shares I am acquiring are freely tradeable and may be sold by me in "open market" transactions. If I am an "affiliate" of the Company, however, or have been one during the three month period prior to sale, I recognize that I may not sell freely on the open market and therefore agree that I will consult the Company's counsel as to the securities law restrictions on my ability to sell the Shares.
I also understand that under the Plan, and in accordance with the terms of the Stock Option Agreement, I may not sell, assign, alienate, pledge, encumber or otherwise transfer for value the Shares unless a period of six (6) months has elapsed from the date of the grant of the Option to me.
I acknowledge that I am aware that the Company has established a policy with respect to trading in its securities while in possession of material inside information regarding the Company and/or its subsidiaries, and that, in accordance with certain guidelines and procedures designed to implement such policy, I may be required to obtain permission from a Clearinghouse Committee, composed of Senior Management, prior

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

to any sale or other transfer for value of the Shares hereby acquired.
I also acknowledge that I have received and have read the Prospectus dated _______________ prepared by the Company in connection with the grant of the Option contained herein, together with its exhibits, and all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year and all quarterly and current updates thereof. I acknowledge that I have received all documents incorporated by reference in the Prospectus and the Registration Statement filed with the Securities and Exchange Commission that I requested and have read the same. I acknowledge that I have had the opportunity to ask questions of and receive answers from the Company's management concerning the information set forth in such Prospectus, reports and updates and have been satisfied with the answers provided regarding the same. Finally, I acknowledge that there are significant federal income tax consequences resulting from my exercise of this Option, that I have consulted with and received advice from qualified tax counsel both as to the nature of such tax consequences and their impact upon my own personal income tax situation as the result of such exercise, and that I fully understand such impact and have planned accordingly.

DATED: ______________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

Receipt is hereby acknowledged of the delivery to me by Torvec, Inc. on , 19 of stock certificates for shares of $.01 par value common stock purchased by me pursuant to the terms and conditions of the Torvec, Inc. 1998 Stock Option Plan referred to above.

DATED:______________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-2.x2a

EXHIBIT NUMBER 6.3

EMPLOYMENT AGREEMENT

1. AGREEMENT

This writing represents an agreement ("Agreement") between Morton A. Polster, 64 Brunswick Street, Rochester, NY 14607-2307 (the "Employee") and TORVEC Inc., 11 Pond View Drive, Pittsford, NY, 14534 (the "Employer") and defines the employment relationship between the Employee and the Employer.

2. THE EMPLOYEE'S POSITION The Employee shall hold the positions of Secretary and Legal and Patent Counsel and so long as elected by the stockholders a member of the Board of Directors of Employer.. The Employee's duties shall be those usual to the Employee's position in the Employer's industry; provided, however, the Employer, at the Employer's sole discretion, may increase, decrease or otherwise modify the Employee's duties. The Employee shall at all times exercise his best efforts for Employer and shall diligently and proficiently perform his duties for the Employer.

3. EMPLOYEE COMPENSATION
A. Annual Salary:

The Employer shall pay the Employee, in equal monthly installments, at the rate of $150,000.00 per year.
B. Stock Options:

Subject to the approval by its shareholders of the Company's 1998 Stock Option Plan, there is hereby granted to the Employee a non-qualified stock option to purchase up to 100,000 shares of the Company's $.01 par value Common Stock at an exercise price of $5.00 per share. The option granted

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

hereby shall be subject to the terms and conditions set forth in the Stock Option Agreement attached hereto and made a part hereof. The term of the option shall be for a period of 10 years, shall vest on a cumulative basis at a rate of 20% per year, shall provide for immediate and full vesting in the event the Company is acquired and shall provide that the right to exercise the option in accordance with its terms shall survive the Employee's termination of employment.
4. EMPLOYEE BENEFITS
A. Vacation:

The Employee is entitled to three (3) weeks paid vacation for each twelve (12) months of this Agreement.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

B. Additional Benefits:

1. The Employee will be included in such fringe benefit programs as the Employer hereafter adopts for the benefit of all employees.
2. Employer will provide suitable housing for Employee during such periods as Employee physically conducts his business from the Rochester, New York metropolitan area.
3. For a period of eighteen months after the commencement of this Agreement, Employer will pay to Employee as additional compensation an amount equal to the amount actually expended by Employee to continue COBRA insurance coverages with his present employer.
4. 12 paid holidays per year.
5. Sick pay days accrue at the same rate as vacation days.
5. TERM OF AGREEMENT This Agreement shall be for a period of three (3) years commencing on the first day of the month in which Employer receives the proceeds from its initial public offering of securities and shall automatically renew for three (3) years, unless the Employer informs the Employee of its intention to allow such Agreement to expire by giving written notice to the Employee at least six (6) months prior to the termination date.
6. CHANGE OF OWNERSHIP If TORVEC Inc. is bought out by another company, this Agreement may also be bought out at the prorated lump sum of base pay and bonus for lesser of twelve months or the remaining months on this Agreement.
7. TERMINATION OF THE CONTRACT
A. Cause of Termination:

1. Termination by the Employee The Employee may terminate this Agreement, for any reason, upon written notice to the Employer not fewer than twelve (12) months before the date of the intended termination.
2. Termination by Employer

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

The Employer may at any time terminate this Agreement without cause, by a notice to that effect to the Employee. As severance compensation, the Employer shall continue to pay the Employee his base pay and bonus for a period of twelve (12) months, subject to the limitations in Paragraph 7B2(b) below.
The Employer may terminate this Agreement without notice for just cause, including but not limited to, habitual neglect of or failure to perform duties after written warning from Employer to correct such failure, theft or misappropriation, or the Employee's continued incapacity due to mental or physical illness to perform the Employee's duties.
In the event of termination because of incapacity to perform due to mental or physical illness only, the Employer shall pay the Employee's monthly salary and minimum bonus for twelve (12) months.
B. Effect of Termination of Agreement:

Except as otherwise provided herein, upon expiration of the term of this Agreement, or by termination pursuant to any provision of this Agreement, all obligations of the Employee and the Employer shall terminate.

If the Employer gives notice to the Employee as

provided in Paragraph 7A2 herein:
1. The Employee agrees:

(a) To continue to devote his best efforts and time to performance of his duties for the Employer and to cooperate with the Employer in effecting an orderly transfer of responsibilities and duties to a successor over a period of time to be determined by the Employer in its sole discretion, but not to exceed three (3) months.
(b) To consult with the Employer as may reasonably be required.
2. The Employer agrees:

(a) To cooperate in the Employee's effort to obtain new employment;
(b) To continue to pay the Employee, at the rate required hereunder, including both salary and minimum bonus until the Employee obtains new employment or until the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

conclusion of twelve (12) months; and, to the extent the Employee's total compensation in his new employment is less than his total compensation (salary and bonus) from the Employer would have been, the Employer shall pay the difference between the total compensation in the new employment and the total compensation that the Employee would have earned with the Employer until the conclusion of the term of the twelve (12) months following termination;
(c) To provide the benefits provided by this Agreement to the Employee until the Employee obtains new employment or until expiration of twelve (12) months whichever occurs first.
8. CONFIDENTIALITY AND TRANSFER OF INVENTIONS
A. Except as may be required by his employment hereunder, Employee will not at any time or in any manner, directly or indirectly, divulge, disclose or communicate to any person, firm, corporation, organization or entity any Trade Secrets of Employer. Trade Secrets include information concerning matters affecting or relating to the products, pricing, marketing and sales strategies, servicing of products, processes, formulas, inventions, discoveries, devices, finances or business of Employer or of its customers. Employee will at all times hold inviolate and keep secret all knowledge or information and Trade Secrets acquired by him concerning the names of the Employer's customers, their addresses, the prices Employer obtains or has obtained from them for its goods or services, all knowledge or information acquired by him concerning the products, formulas, processes, marketing and sales methodology and training and all other trade secrets of Employer's customers. In addition, Employee shall make no disclosure, directly or indirectly, of any financial information, contractual relationships, policies, past or contemplated future actions of policies of Employer, personnel matters, marketing or sales strategies or data, pricing information, technical data or specifications and written or oral communications of any sort of Employer or any of its customers which have not previously been disclosed to the general public with Employer's consent or without first obtaining the consent of Employer for such disclosure. Upon any termination of this Agreement or Employee's employment, Employee or his representatives shall immediately deliver to Employer all notes, notebooks, letters, papers, drawings, memos, communications, blueprints or other writings or data relating to the business of Employer or its customers.
B. Employee shall promptly disclose to Employer all ideas, discoveries, designs, improvements, innovations and inventions (collectively referred to herein as "inventions"), whether patentable or not, either relating to

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

the existing business, products, plans, processes, or procedures of Employer, or any parent or subsidiary of Employer, or suggested by or resulting from Employee's work at Employer, or resulting wholly or in part from the use of Employer's time, material, facilities or ideas, which Employee makes or conceives, in whole or in part, whether or not during working hours, alone or with others, at any time during the term of his employment pursuant to this Agreement or during the first six-month period immediately following termination of his employment for any reason, and Employee agrees that all such inventions shall be the exclusive property of Employer.
C. Employee hereby assigns to Employer all his rights and interests in and to all such inventions and all patents which may be obtained on them, in this or any foreign country. At Employer's expense, but without charge to it, Employee agrees to execute, acknowledge and deliver to Employer any specific assignments to any such inventions or other relevant documents and take any such further action as may be considered necessary by Employer at any time to obtain or defend letters patent in any and all countries or to obtain documents relating to registration, ownership or transfer of copyrights, or to vest title in such inventions in Employer or its assigns or to obtain for Employer any other legal protection for such inventions.
D. Because Employee shall acquire by reason of his employment and association with Employer an extensive knowledge of Employer's Trade Secrets, customers, procedures, and other confidential information, the parties hereto recognize that in the event of a breach or threat of breach by Employee of the terms and provisions contained in this Paragraph 8, compensation alone to Employer would not be an adequate remedy for a breach of those terms and provisions. Therefore, it is agreed that in the event of a breach or threat of a breach of the provisions of this Paragraph 8 by Employee, Employer shall be entitled to an immediate injunction from any court of competent jurisdiction restraining Employee from committing or continuing to commit a breach of such provisions without the showing or proving of actual damages. Any preliminary injunction or restraining order shall continue in full force and effect until any and all disputes between the parties regarding this Agreement have been finally resolved on the merits by settlement or by a court of law. Employee hereby waives any right he may have to require Employer to post a bond or other security with respect to obtaining or continuing any such injunction or temporary restraining order and, further, hereby releases Employer, its officers, directors, employees and agents from and waives any claim for damages against them which he might have with respect to Employer's obtaining in good faith any injunction or restraining order pursuant to this Agreement.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

Employee agrees that any action for injunction brought pursuant to this Paragraph 8 may be brought in the New York State Supreme Court in the County of Monroe and hereby submits to the jurisdiction of that court and waives any objection as to venue.
9. CONSTRUCTION OF THIS AGREEMENT
A. Choice of Law:

This Agreement is to be construed pursuant to the laws of the State of New York, including New York law regarding choice of law.
B. Invalid Agreement Provisions:

Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and the Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.
C. No Other Agreements:

This Agreement represents the entire Agreement between the Employee and the Employer, and supersedes any and all negotiations and other agreements, oral, implied or written, in any way related to the employment relationship between the Employee and the Employer. No agreements, representations, or understandings (oral, written, or implied) other than those expressly set forth herein have been made or entered into by either party with respect to any aspect of the Employee's employment or any of the matters dealt with herein. In executing this Agreement, neither the Employer nor the Employee relies upon any promise, representation, or other inducement that is not expressed in this Agreement. This Agreement may be modified only by a written Agreement signed by both the Employee and the Employer and may not be modified in any oral agreement or representation.
D. Practices Inconsistent With This Agreement:

No provision of this Agreement shall be modified or construed by any practice or policy that is inconsistent with such provision, and failure by either the Employee or the Employer to comply with any provision, shall not affect the rights of either to thereafter comply or require the other to comply.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

10. ARBITRATION Any dispute between Employer and the Employee in any way arising out of this Agreement, other than an action for an injunction brought pursuant to Paragraph 8 of this Agreement, including the termination of employees employment and/or this Agreement, shall be submitted to arbitration by an arbitrator selected by the American Arbitration Association. The arbitrator's decision with respect to any such dispute shall be final and binding. Any such disputes must be submitted to arbitration within six (6) months of termination, cancellation, or expiration of this Agreement. Any party who, in violation of this paragraph, initiates a lawsuit against the other party, shall pay the other party's reasonable attorney's fees and costs incurred in such lawsuit. Except as otherwise provided herein, such arbitration shall take place in accordance with the Rules of Commercial Arbitration of the American Arbitration Association, and shall be held in Monroe County, New York.

                              TORVEC Inc.

Date: ______________      By:_____________________________
                              President
                              Employer


Date:______________          ____________________________________
                              Morton A. Polster
                              Employee

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT MADE as of this 1st day of January, 1998 between TORVEC, INC., a New York business corporation (herein referred to as the "Company"), and MORTON A. POLSTER (herein referred to as the "Optionee");

WITNESSETH:

1. The Company hereby grants to the Optionee an Option (hereinafter referred to as "Option") to purchase an aggregate of 100,000 shares of the $.01 par value Common Stock of the Company (herein referred to as the "Shares") at an exercise price of $5.00 per Share to be paid by the Optionee with cash, a certified check or a bank cashier's check made payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, the Optionee may pay for the Shares, either in whole or in part, by the delivery of Common Stock of the Company already owned by him which will be accepted as payment for the Shares, based upon such Common Stock's fair market value on the date of exercise. In addition, provided the Board of Directors shall approve the specific transfer, payment for the Shares, either in whole or in part, may be made by delivery of Common Stock acquired by the Optionee under any of the Company's stock option plans, provided, however, that if this Option is exercised in part, Shares acquired by such partial exercise may not be used as payment for additional Shares to be acquired under this Agreement. In order for the Optionee to so use shares of Common Stock previously acquired under any of the Company's stock option plans as payment for the Shares either in whole or in part, the transfer of such previously acquired Common Stock as payment for all or a portion of the exercise price under this Agreement must occur more than two years from the date of the grant and one year from the date of exercise of the prior option pursuant to which the Optionee acquired such Common Stock.
2. The term during which the Option shall be exercisable shall commence on January 1, 1998 and expire on the close of business December 31, 2007, subject to earlier termination as provided in the Torvec, Inc. 1998 Stock Option Plan (herein referred to as the "Plan"). The Option to purchase the number of Shares granted under this Agreement shall vest on the 1st day of each of the first five years of the Option Term on a cumulative basis, in accordance with the following schedule:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

                        VESTED          NON-
                                      VESTED

1/1/98 - 12/31/98        20%            80%
1/1/99 - 12/31/99        40%            60%
1/1/2000 - 12/31/2000    60%            40%
1/1/01 - 12/31/2001      80%            20%
1/1/02 - 12/31/2002     100%             0%

provided however, that to the extent the Optionee shall fail to exercise or, due to the above limitation, be prohibited from exercising his Option in any year during the Option period, such annual right to exercise this Option shall not expire, but shall be cumulative, and carry over into and be exercisable in any subsequent year during which the Option is outstanding.
This Option may be exercised by the Optionee in accordance with its terms during the Option Term even though, at the time of such exercise, whether in whole or in part, the Optionee is no longer an employee of the Company.
3. Notwithstanding the vesting schedule set forth in
Section 2 hereof, the Optionee's right to exercise this Option in full shall immediately vest upon the occurrence of a change in control of the Company. For this purpose, the term "change in control of the Company" shall generally include a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. Specifically, the term shall include (i) the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any comparable successor provisions, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or (ii) the approval by the shareholders of the Company of a reorganization, merger, or consolidation with respect to which, in such case, persons who were shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter, own more than 50% of either the outstanding shares of common stock or the combined voting power of the reorganized, merged or consolidated Company's then outstanding voting securities entitled to vote generally or
(iii) the liquidation and/or dissolution of the Company.
4. The Option is not transferable by the Optionee other than by Will or the laws of descent and distribution

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

and is exercisable, during his lifetime, only by the Optionee. In the event that the right to exercise the Option passes to the Optionee's estate, or to a person to whom such right devolves by reason of the Optionee's death, then the Option shall be non transferable in the hands of the Optionee's Executor or Administrator or of such person, except that the Option may be distributed by the Optionee's Executor or Administrator to the distributees of the Optionee's estate as a part thereof.
5. In order for the Option to be exercised, in whole or in part, the notice by the Optionee to the Company in the form attached hereto must be accompanied by payment in full of the option price for the Shares being purchased. In addition, the Optionee agrees to tender to the Company an additional amount, in cash, certified check, cashier's check or bank draft, equal to the amount of any taxes required to be collected or withheld by the company in connection with the exercise of his Option.
6. The Company agrees that it will use its best efforts to register the sale of the Shares to be issued upon the exercise of the Option with the Securities and Exchange Commission under the Securities Act of 1933. Upon the effectiveness of the Registration Statement covering the Shares, the Optionee shall be able to sell the Shares in "open market transactions" free of Federal Securities Law restrictions, provided that at the time of sale, or within the three month period immediately prior to such sale, he is not nor has he been an "affiliate" of the Company. The Optionee further understands that, in accordance with applicable Commission rules governing controlling persons of public companies, members of the board of directors of a public company, such as the Company, are deemed to be "affiliates" during their term of office. The Optionee, therefore, agrees that he will consult with the Company's counsel as to any Securities Law restrictions, including a limitation on the number of Shares which may be sold at any one time, on his ability to sell the Shares prior to any sale thereof.
7. The Company agrees to provide the Optionee with a copy of the Prospectus prepared by the Company in connection with the Registration Statement filed to register the Shares, together with its exhibits, and the Company hereby acknowledges its obligation to provide the Optionee with all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year of the Company and all updates thereof. The Optionee agrees that prior to exercise, either in whole or in part of the Option granted to him hereunder, he shall have read such materials, including the most recent annual and quarterly reports to shareholders, and shall have received, if requested, and read all the documents

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

incorporated by reference in the Prospectus and Registration Statement filed with the Securities and Exchange Commission.
8. The Optionee understands that except as provided in Paragraph 6 above, the Company has not agreed to register either the issuance or the resale of the Shares in accordance with the provisions of the Securities Act of 1933 or to register either the issuance or the resale of the Shares under any applicable State Securities Laws. Hence, the Optionee agrees that by virtue of the provision of certain rules respecting "restricted securities" promulgated under such Federal and/or State Laws, unless the resale of the Shares is registered as provided in Paragraph 6 above, and until the registration of such Shares in accordance with Paragraph 6 above shall have been declared effective by order of the Commission, the Shares which the Optionee shall purchase upon the exercise of this Option must be held indefinitely and may not be sold, transferred, pledged, hypothecated, or otherwise encumbered for value, unless and until a secondary distribution and/or resale of such Shares is subsequently registered under such Federal and/or State Securities Laws, or unless an exemption from registration is available, in which case the Optionee still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The Optionee therefore agrees that, until the registration of such Shares shall have been declared effective by order of the Commission, the Company may affix upon any certificate representing the Shares, a legend that such Shares may not be transferred in violation of Section 5 of the Securities Act of 1933.
9. The Optionee understands and agrees that the Shares to be acquired upon the exercise of the Option may not be sold, transferred, exchanged, hypothecated, encumbered, pledged or otherwise disposed of for value for a period of six (6) months from the date of the grant of this Option.
10. The Optionee understands that the Company has established certain policies and procedures governing trading in the Company's securities, including the Shares to be acquired upon the exercise of this Option, while in possession of material, inside information regarding the Company and/or any of its subsidiaries, receipt of which is hereby acknowledged. The Optionee agrees that upon exercise of this Option, either in whole or in part, he will comply with all of the terms and conditions of such policy, including the procedures and guidelines established for its implementation. In particular, the Optionee agrees that where required under such guidelines and procedures, he will obtain permission of the Company's Clearinghouse Committee composed of senior management prior to effectuating any sale

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

or other transfer for value of the Shares to be acquired by virtue of the exercise of this Option.
11. All the terms and provisions of the Plan, duly adopted at a meeting of the Company's Board of Directors on _______________ and approved by a majority vote of the Company's shareholders either in person or by proxy at a duly called meeting of such shareholders held on _______________ and as amended to date, are hereby expressly incorporated into this Stock Option Agreement and made a part hereof as if printed herein and the Optionee, by the Optionee's signature hereon, acknowledges receipt of a certified copy of said Plan. If there shall be any conflict between this Agreement and the Plan, the provisions of the Plan shall control.
12. In accordance with certain terms and conditions of the Plan, the aggregate number and kind of shares that may be purchased pursuant to the grant of the Option under this Agreement shall be proportionately adjusted for any increase, decrease or change in the total number of the outstanding shares of the Company resulting from a stock dividend, stock-split or other corporate reorganization which would result in or have the effect of the Optionee being treated differently (but for the adjustment) than he would be treated had he been the beneficial owner of the Shares subject to the Option on the record date for such dividend, split or reorganization, as the case may be.
13. The Optionee understands that the Option granted hereunder constitutes a "nonqualified stock option" for federal, and if applicable, state income tax purposes. Consequently, the Optionee understands that under current provisions of federal tax law, for regular as well as for purposes to the federal alternative minimum income tax, no gain or loss generally is recognized to the Optionee upon the grant of the Option. In addition, the Company will receive no business expense deduction as a result of the grant of the Option. For federal income tax purposes, upon the exercise of the Option, the difference between the exercise price and the fair market value of the Shares on the date of exercise constitutes ordinary income to the Optionee and is taxed to the Optionee at normal, ordinary tax rates, except to the extent the Shares are not transferable and are subject to a substantial risk of forfeiture. To the extent such difference is required to be included as income by the Optionee, the Company is entitled to a business expense deduction. Upon the later sale of the Shares, long or short term capital gain or loss will be recognized by the Optionee, depending upon the holding period (eighteen months for long term capital gain or loss) and the extent to which the selling price exceeds or is less than the Optionee's basis in the stock. The amount of gain will be taxed at normal, ordinary tax rates, with a maximum rate of 20% if the Shares

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

NOTICE OF EXERCISE OF STOCK OPTION
AND
RECORD OF STOCK TRANSFER

Torvec, Inc.
3740 Route 104
Williamson, New York 14587
Gentlemen:
I hereby exercise my Stock Option granted to me by Torvec, Inc. under a Stock Option Agreement dated _______________, subject to all the terms and provisions thereof and of the Torvec, Inc. 1998 Stock Option Plan referred to therein and notify you of my desire to purchase Shares of the $.01 par value Common Stock of the Company which were offered to me pursuant to the Stock Option Agreement. Enclosed is my payment in the sum of in full payment of such Shares.
I understand that a Registration Statement covering the Shares to be issued to me pursuant to this exercise of the Option granted to me was filed with the Securities and Exchange Commission on _______________. The Registration Statement became effective on _______________. Consequently, I understand that unless I am an "affiliate" of the Company, the Shares I am acquiring are freely tradeable and may be sold by me in "open market" transactions. If I am an "affiliate" of the Company, however, or have been one during the three month period prior to sale, I recognize that I may not sell freely on the open market and therefore agree that I will consult the Company's counsel as to the securities law restrictions on my ability to sell the Shares.
I also understand that under the Plan, and in accordance with the terms of the Stock Option Agreement, I may not sell, assign, alienate, pledge, encumber or otherwise transfer for value the Shares unless a period of six (6) months has elapsed from the date of the grant of the Option to me.
I acknowledge that I am aware that the Company has established a policy with respect to trading in its securities while in possession of material inside information regarding the Company and/or its subsidiaries, and that, in accordance with certain guidelines and procedures designed to implement such policy, I may be required to obtain permission from a Clearinghouse Committee, composed of Senior Management, prior

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

to any sale or other transfer for value of the Shares hereby acquired.
I also acknowledge that I have received and have read the Prospectus dated _______________ prepared by the Company in connection with the grant of the Option contained herein, together with its exhibits, and all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year and all quarterly and current updates thereof. I acknowledge that I have received all documents incorporated by reference in the Prospectus and the Registration Statement filed with the Securities and Exchange Commission that I requested and have read the same. I acknowledge that I have had the opportunity to ask questions of and receive answers from the Company's management concerning the information set forth in such Prospectus, reports and updates and have been satisfied with the answers provided regarding the same.
Finally, I acknowledge that there are significant federal income tax consequences resulting from my exercise of this Option, that I have consulted with and received advice from qualified tax counsel both as to the nature of such tax consequences and their impact upon my own personal income tax situation as the result of such exercise, and that I fully understand such impact and have planned accordingly.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

Receipt is hereby acknowledged of the delivery to me by Torvec, Inc. on , 19 of stock certificates for shares of $.01 par value common stock purchased by me pursuant to the terms and conditions of the Torvec, Inc. 1998 Stock Option Plan referred to above.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-3.x2a

EXHIBIT NUMBER 6.4

CONSULTING AGREEMENT

THIS AGREEMENT made and entered into the 6th day of February, 1998, effective as of December 1, 1997, by and between Torvec, Inc., a New York corporation having a principal place of business at 11 Pondview Drive, Pittsford, New York, 14534 (hereinafter "TORVEC") and Keith E. Gleasman, an individual having a principal place of business at 11 McCoord Woods Drive, Fairport, New York, 14450 (hereinafter "Consultant").
WITNESSETH WHEREAS, Consultant has experience in the design, development, and manufacture of gears, clutches, couplings, and other mechanical elements , for all purposes including, but not limited to use in automotive components and motor vehicles and is willing to design, develop, and manufacture such products for TORVEC; and WHEREAS, TORVEC desires to have Consultant design, develop, and assist in the manufacturing of such products for TORVEC under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereto agree as follows.
1. Definitions. The following definitions shall apply for all purposes of this Agreement:
(a) "Work Product" shall mean all data, designs, documentation, inventions, soft- ware and information, in whatever form, first produced created or emanating from, by or for Consultant in the performance of work or the rendition of services under this Agreement.
(b) "Background Rights" shall mean all data, designs, documentation, inventions, software and information, in whatever form, not first produced created or emanating from, by or for Consultant as a result of or related to the performance of work or the rendition of services under this Agreement, but included in or necessary for use in or with the Work Product or any other product or any portion thereof which is produced or contemplated by Torvec.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

(c) "TORVEC Representative" shall mean the Chief Operating Officer of Torvec or his alternate as designated in writing by him.
2. Work to be performed and services to be rendered.
(a) Consultant agrees, during the term of this Agreement, the Consultant shall devote his full time and effort to the design, development, and manufacture of inventions and products for Torvec, and the training of others performing such work.
(b) The work to be performed and the services to be rendered hereunder shall be performed by the Consultant, and such work or services may not be subcontracted or otherwise performed by third parties on behalf of Consultant without the prior written permission of TORVEC, which permission shall not be unreasonably withheld; provided, however, that Consultant shall be responsible therefor pursuant to this Agreement.
3. Rights in the Work Product and Background Rights.
(a) Consultant hereby grants to TORVEC, and TORVEC hereby accepts, the entire, right title and interest of Consultant in and to the Work Product and in and to all patents, copyrights, trade secrets, trademarks, and other proprietary rights in or based on the Work Product.
(b) Consultant hereby grants to TORVEC, and TORVEC hereby accepts, an unlimited, unrestricted, royalty-free, fully paid-up, worldwide exclusive right and license, with the right to grant licenses and sublicenses to others without accounting to Consultant, under the Background Rights and the entire right, title, and interest of Consultant to the Background Rights and all proprietary rights therein or based thereon.
(c) Consultant and TORVEC agree that if the Work Product or any portion thereof is copyrightable, it shall be deemed to be a "work made for hire," as such term is defined in the Copyright Laws of the United States.
(d) Consultant shall cooperate with TORVEC or its designees and execute all documents of assignment, oaths, declaration and other documents, as may be prepared by TORVEC, to effect the foregoing or to perfect or enforce any proprietary rights resulting from or related to this Agreement. Such cooperation and execution shall be at no additional compensation to Consultant; provided, however, that TORVEC shall reimburse Consultant for reasonable out-of pocket expenses incurred.
4. Compensation..

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

(a) As compensation in full for the successful performance of all work and services to be performed hereunder, including the grant of rights and licenses in and to Work Product and Background Rights, TORVEC shall pay Consultant a fixed fee of $12,500.00 per month.
(b) TORVEC shall reimburse Consultant for expenses incurred by Consultant in the performance of work and the rendition of services under this Agreement, provided that reimbursement of travel and related expenses shall be in accordance with TORVEC's then current policies applicable to TORVEC employees for the reimbursement of such expenses. Consultant shall obtain receipts for all expenses in excess of $25 and shall submit them to TORVEC.
(c) Subject to the approval by its shareholders of the Company's 1998 Stock Option Plan, there is hereby granted to the Consultant a non-qualified stock option to purchase up to 25,000 shares of the Company's $.01 par value Common Stock at an exercise price of $5.00 per share. The option granted hereby shall be subject to the terms and conditions set forth in the Stock Option Agreement attached hereto and made a part hereof. The term of the option shall be for a period of 10 years, shall vest on a cumulative basis at a rate of 20% per year, shall provide for immediate and full vesting in the event the Company is acquired and shall provide that the right to exercise the option in accordance with its terms shall survive the Consultant's termination of services.
5. Confidentiality.
(a) Consultant agrees that the Work Product and Background Rights are the sole and exclusive property of TORVEC, and Consultant shall treat the Work Product and Background Rights on a confidential basis and not disclose it to any third party or use it for the benefit of other than TORVEC; provided, however, that Consultant shall be relieved of such obligation if and when TORVEC discloses the Work Product and Background Rights without any restriction on use or further disclosure.
(b) Consultant shall keep confidential and not disclose or use for the benefit of other than TORVEC any and all written or tangible information stamped "confidential," "proprietary" or with a similar legend which is made available or disclosed to Consultant as a result of or in any way related to this Agreement; provided, however, that Consultant shall have no obligation hereunder for that portion of such information which is disclosed by TORVEC to others without any restriction on use and disclosure.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

(c) Consultant acknowledges that his promised services hereunder are of special, unique, unusual and extraordinary character which gives them peculiar value, the loss of which cannot adequately be compensated in damages in an action at law, and Consultant further acknowledges that in his consultative capacity hereunder he will be making use of, acquiring and adding to confidential information of special and unique value relating to the affairs of the TORVEC, its subsidiaries and affiliates, including but not limited to its financial affairs, new products, marketing plans, and costs of providing the products. In addition to and not in limitation of any other restrictive covenants which may be binding upon Consultant, Consultant agrees that he will not (except for the benefit of or with the written consent of the TORVEC, its successors or assigns);
(1) During or after the Term of Consultation, disclose any of said information to any person, firm or corporation for any purpose whatsoever; and
(2) During the Term of Consultation or within two (2) years thereafter, in any area in which duties have at any time been assigned to him hereunder during the Term of Consultation, engage (as an individual or as a stockholder, partner, member, agent, employee or representative of any person, firm, corporation limited liability company or partnership, or association), or have any interest, direct or indirect, in any entity developing or producing products or related business in competition with the business of the TORVEC; provided that this paragraph shall not prevent the Consultant from acquiring and holding shares of stock of TORVEC and not to exceed two (2%) percent of the outstanding shares of stock of any other corporation which engages in a related business if such shares are available to the general public on a national securities exchange or NASDAQ..
6. Term of agreement.
(a) This Agreement shall be for a period of three years commencing on December 1, 1997 unless terminated or canceled as provided herein.
(b) The term of any right or licenses under proprietary rights granted to TORVEC as a result of or related to this Agreement shall be for the full term of such proprietary rights.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

7. Warranties and representations. Consultant warrants and represents that:
(a) The Work Product is original work developed pursuant to this Agreement;
(b) The Work Product was created by the Consultant;
(c) The Work Product, in whole or in part, does not, upon information and belief, infringe any patents, copyrights, trade secrets or other proprietary rights of third parties and Consultant has received no claims or charges of such infringement by the Work Product or any portion thereof, and Consultant has no reason to believe that the Work Product, in whole or in part, may infringe the patents, copyrights, trade secrets or other proprietary rights of third parties;
(d) Consultant has the authority to enter into this Agreement and to perform all obligations, hereunder, including, but not limited to, the grant of rights and licenses to the Work Product and Background Rights and all proprietary rights therein or based thereon; and
(e) Consultant has not granted any rights or licenses to third parties under Work Product or any portion thereof.
8. Indemnities. Consultant shall indemnify and hold TORVEC harmless against any loss or liability to person or property arising out of the performance of Consultant under this Agreement
9. Disability waiver. TORVEC recognizes that Consultant's past association with TORVEC has created unique goodwill to TORVEC. TORVEC desires to retain Consultant's services and prevent them from being used by its competitors, even though Consultant may become disabled or incapacitated. Accordingly, it is expressly understood that Consultant's inability to render Services to TORVEC because of absences, or temporary or permanent illness, disability, or incapacity, or for any other reasonable cause, shall not constitute a failure to perform his obligations hereunder and shall not be deemed a breach or default by him.
10. Death benefit. Should Consultant die during the term of this Agreement, the Agreement shall terminate as of the last day of the month of his death. TORVEC shall, for a period of twelve (12) months after Consultant's death, pay to his legal representatives, or to his surviving widow (provided that Consultant has so instructed TORVEC in writing prior to his death) the sum of $12,500.00, monthly to be paid on the last day of each month during the twelve

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

(12) month period. If Consultant dies during the last year of this Agreement, however, the $12,500.00 monthly payments to his legal representatives or widow, as the case may be, shall not in any case be made after the termination date set forth in this Agreement.
11. Termination/Cancellation.
(a) This Agreement may be terminated or canceled by either party upon the occurrence of any of the following events, and neither party shall have any liability to the other party for the exercise of such right.
(1) By either party, if the other party has breached a covenant, obligation or warranty under this Agreement and such breach remains uncured for a period of 30 days after notice thereof is sent to such other party;
(2) By either party, if the other party ceases to conduct business.
(b) In the event either party terminates or cancels this Agreement pursuant to this Paragraph 11, TORVEC shall have no further liability to Consultant, except to pay Consultant a pro-rata share of the compensation of Paragraph 4 for that portion of the Work Product performed through the date of termination/cancellation.
12. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association. Any judgment upon the award rendered in such arbitration may be entered in any court of competent jurisdiction. Notwithstanding the provisions of this paragraph, TORVEC shall have the right to seek enforcement of the provisions of paragraph 5 above by a court proceeding for an injunction.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

13. General.
(a) This Agreement is the sole and entire agreement between the parties relating to the subject matter hereof and the Work Product and the Background Rights, and supersedes all prior understandings, agreements, and documentation relating to the subject matter hereof other than prior assignments and transfers of ownership by Consultant to Torvec which assignments and transfers remain in full force and effect. This Agreement may be amended only by an instrument executed by the authorized representatives of both parties.
(b) Any termination, cancellation or expiration of this Agreement notwithstanding, provisions which are intended to survive and continue shall so survive and continue, including, but not limited to, the provisions of Paragraphs 3, 5, 7, 8, 9,10 11 and 12.
(c) This Agreement shall be interpreted in accordance with the substantive law of the State of New York. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized representatives and to be effective as of the date first above written.

By:______________________         _______________________
Title:                             Keith E. Gleasman
Date: ___________________          Date:_________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT MADE as of this 1st day of December, 1997 between TORVEC, INC., a New York business corporation (herein referred to as the "Company"), and KEITH E. GLEASMAN (herein referred to as the "Optionee");

WITNESSETH:

1. The Company hereby grants to the Optionee an Option (hereinafter referred to as "Option") to purchase an aggregate of 25,000 shares of the $.01 par value Common Stock of the Company (herein referred to as the "Shares") at an exercise price of $5.00 per Share to be paid by the Optionee with cash, a certified check or a bank cashier's check made payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, the Optionee may pay for the Shares, either in whole or in part, by the delivery of Common Stock of the Company already owned by him which will be accepted as payment for the Shares, based upon such Common Stock's fair market value on the date of exercise. In addition, provided the Board of Directors shall approve the specific transfer, payment for the Shares, either in whole or in part, may be made by delivery of Common Stock acquired by the Optionee under any of the Company's stock option plans, provided, however, that if this Option is exercised in part, Shares acquired by such partial exercise may not be used as payment for additional Shares to be acquired under this Agreement. In order for the Optionee to so use shares of Common Stock previously acquired under any of the Company's stock option plans as payment for the Shares either in whole or in part, the transfer of such previously acquired Common Stock as payment for all or a portion of the exercise price under this Agreement must occur more than two years from the date of the grant and one year from the date of exercise of the prior option pursuant to which the Optionee acquired such Common Stock.
2. The term during which the Option shall be exercisable shall commence on December 1, 1997 and expire on the close of business November 30, 2007, subject to earlier termination as provided in the Torvec, Inc. 1998 Stock Option Plan (herein referred to as the "Plan"). The Option to purchase the number of Shares granted under this Agreement vest on the 1st day of each of the five years of the Option Term on a cumulative basis, in accordance with the following schedule:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

                          VESTED      NON-VESTED

12/1/97 - 11/30/98         20%           80%
12/1/98 - 11/30/99         40%           60%
12/1/99 - 11/30/2000       60%           40%
12/1/2000 - 11/30/2001     80%           20%
12/1/2001 - 11/30/2002    100%            0%

provided however, that to the extent the Optionee shall fail to exercise or, due to the above limitation, be prohibited from exercising his Option in any year during the Option period, such annual right to exercise this Option shall not expire, but shall be cumulative and carry over into and be exercisable in any subsequent year during which the Option is outstanding.
This Option may be exercised by the Optionee in accordance with its terms during the Option Term even though, at the time of such exercise, whether in whole or in part, the Optionee is no longer an consultant of the Company.
3. Notwithstanding the limitation upon immediate exercise set forth in Section 2 hereof, this Option shall be exercisable in full immediately upon the occurrence of a change in control of the Company. For this purpose, the term "change in control of the Company" shall generally include a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. Specifically, the term shall include (i) the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any comparable successor provisions, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or (ii) the approval by the shareholders of the Company of a reorganization, merger, or consolidation with respect to which, in such case, persons who were shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter, own more than 50% of either the outstanding shares of common stock or the combined voting power of the reorganized, merged or consolidated Company's then outstanding voting securities entitled to vote generally or
(iii) the liquidation and/or dissolution of the Company.
4. The Option is not transferable by the Optionee other than by Will or the laws of descent and distribution and is exercisable, during his lifetime, only by the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

Optionee. In the event that the right to exercise the Option passes to the Optionee's estate, or to a person to whom such right devolves by reason of the Optionee's death, then the Option shall be non transferable in the hands of the Optionee's Executor or Administrator or of such person, except that the Option may be distributed by the Optionee's Executor or Administrator to the distributees of the Optionee's estate as a part thereof.
5. In order for the Option to be exercised, in whole or in part, the notice by the Optionee to the Company in the form attached hereto must be accompanied by payment in full of the option price for the Shares being purchased. In addition, the Optionee agrees to tender to the Company an additional amount, in cash, certified check, cashier's check or bank draft, equal to the amount of any taxes required to be collected or withheld by the company in connection with the exercise of his Option.
6. The Company agrees that it will use its best efforts to register the sale of the Shares to be issued upon the exercise of the Option with the Securities and Exchange Commission under the Securities Act of 1933. Upon the effectiveness of the Registration Statement covering the Shares, the Optionee shall be able to sell the Shares in "open market transactions" free of Federal Securities Law restrictions, provided that at the time of sale, or within the three month period immediately prior to such sale, he is not nor has he been an "affiliate" of the Company. The Optionee further understands that, in accordance with applicable Commission rules governing controlling persons of public companies, members of the board of directors of a public company, and/or persons who hold significant policy-making positions with a public company, such as the Company, are deemed to be "affiliates" during their term of office. The Optionee, therefore, agrees that he will consult with the Company's counsel as to any Securities Law restrictions, including a limitation on the number of Shares which may be sold at any one time, on his ability to sell the Shares prior to any sale thereof.
7. The Company agrees to provide the Optionee with a copy of the Prospectus prepared by the Company in connection with the Registration Statement filed to register the Shares, together with its exhibits, and the Company hereby acknowledges its obligation to provide the Optionee with all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year of the Company and all updates thereof. The Optionee agrees that prior to exercise, either in whole or in part of the Option granted to him hereunder, he shall have read such materials, including the most recent annual and quarterly reports to shareholders, and shall have received, if requested, and read all the documents

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

incorporated by reference in the Prospectus and Registration Statement filed with the Securities and Exchange Commission.
8. The Optionee understands that except as provided in Paragraph 6 above, the Company has not agreed to register either the issuance or the resale of the Shares in accordance with the provisions of the Securities Act of 1933 or to register either the issuance or the resale of the Shares under any applicable State Securities Laws. Hence, the Optionee agrees that by virtue of the provision of certain rules respecting "restricted securities" promulgated under such Federal and/or State Laws, unless the resale of the Shares is registered as provided in Paragraph 6 above, and until the registration of such Shares in accordance with Paragraph 6 above shall have been declared effective by order of the Commission, the Shares which the Optionee shall purchase upon the exercise of this Option must be held indefinitely and may not be sold, transferred, pledged, hypothecated, or otherwise encumbered for value, unless and until a secondary distribution and/or resale of such Shares is subsequently registered under such Federal and/or State Securities Laws, or unless an exemption from registration is available, in which case the Optionee still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The Optionee therefore agrees that, until the registration of such Shares shall have been declared effective by order of the Commission, the Company may affix upon any certificate representing the Shares, a legend that such Shares may not be transferred in violation of Section 5 of the Securities Act of 1933.
9. The Optionee understands and agrees that the Shares to be acquired upon the exercise of the Option may not be sold, transferred, exchanged, hypothecated, encumbered, pledged or otherwise disposed of for value for a period of six (6) months from the date of the grant of this Option.
10. The Optionee understands that the Company has established certain policies and procedures governing trading in the Company's securities, including the Shares to be acquired upon the exercise of this Option, while in possession of material, inside information regarding the Company and/or any of its subsidiaries, receipt of which is hereby acknowledged. The Optionee agrees that upon exercise of this Option, either in whole or in part, he will comply with all of the terms and conditions of such policy, including the procedures and guidelines established for its implementation. In particular, the Optionee agrees that where required under such guidelines and procedures, he will obtain permission of the Company's Clearinghouse Committee composed of senior management prior to effectuating any sale or other transfer for value of the Shares to be acquired by virtue of the exercise of this Option.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

11. All the terms and provisions of the Plan, duly adopted at a meeting of the Company's Board of Directors on _______________ and approved by a majority vote of the Company's shareholders either in person or by proxy at a duly called meeting of such shareholders held on _______________ and as amended to date, are hereby expressly incorporated into this Stock Option Agreement and made a part hereof as if printed herein and the Optionee, by the Optionee's signature hereon, acknowledges receipt of a certified copy of said Plan. If there shall be any conflict between this Agreement and the Plan, the provisions of the Plan shall control.
12. In accordance with certain terms and conditions of the Plan, the aggregate number and kind of shares that may be purchased pursuant to the grant of the Option under this Agreement shall be proportionately adjusted for any increase, decrease or change in the total number of the outstanding shares of the Company resulting from a stock dividend, stock-split or other corporate reorganization which would result in or have the effect of the Optionee being treated differently (but for the adjustment) than he would be treated had he been the beneficial owner of the Shares subject to the Option on the record date for such dividend, split or reorganization, as the case may be.
13. The Optionee understands that the Option granted hereunder constitutes a "nonqualified stock option" for federal, and if applicable, state income tax purposes. Consequently, the Optionee understands that under current provisions of federal tax law, for

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

regular as well as for purposes to the federal alternative minimum income tax, no gain or loss generally is recognized to the Optionee upon the grant of the Option. In addition, the Company will receive no business expense deduction as a result of the grant of the Option.
For federal income tax purposes, upon the exercise of the Option, the difference between the exercise price and the fair market value of the Shares on the date of exercise constitutes ordinary income to the Optionee and is taxed to the Optionee at normal, ordinary tax rates, except to the extent the Shares are not transferable and are subject to a substantial risk of forfeiture. To the extent such difference is required to be included as income by the Optionee, the Company is entitled to a business expense deduction. Upon the later sale of the Shares, long or short term capital gain or loss will be recognized by the Optionee, depending upon the holding period (eighteen months for long term capital gain or loss) and the extent to which the selling price exceeds or is less than the Optionee's basis in the stock. The amount of gain will be taxed at normal, ordinary tax rates, with a maximum rate of 20% if the Shares are held for a period of at least eighteen months. If the Shares are held for a period of at least twelve months, the maximum rate on any gain from their sale will be taxed at 28%.
The Optionee also understands that the provisions of federal tax law described herein are subject to change and, consequently, the Optionee agrees to consult with his or her own tax advisor with respect to the tax treatment to be accorded the grant of the Option herein, the exercise of such Option, and the disposition of the Shares.
14. Consistent with the provisions of the Plan, this Agreement shall be binding upon and inure to the benefit of any successor or assignee of the Company and to any executor, administrator, legal representative, legatee, or distributee entitled by law to the Optionee's right hereunder.
15. Except insofar as an interpretation of federal securities law otherwise is required, or is controlling, this Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Optionee has hereunto set his hand, as of the day and year first above written.
TORVEC, INC. By: ____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

NOTICE OF EXERCISE OF STOCK OPTION
AND
RECORD OF STOCK TRANSFER

Torvec, Inc.
3740 Route 104
Williamson, New York 14587
Gentlemen:
I hereby exercise my Stock Option granted to me by Torvec, Inc. under a Stock Option Agreement dated _______________, subject to all the terms and provisions thereof and of the Torvec, Inc. 1998 Stock Option Plan referred to therein and notify you of my desire to purchase Shares of the $.01 par value Common Stock of the Company which were offered to me pursuant to the Stock Option Agreement. Enclosed is my payment in the sum of in full payment of such Shares.
I understand that a Registration Statement covering the Shares to be issued to me pursuant to this exercise of the Option granted to me was filed with the Securities and Exchange Commission on _______________. The Registration Statement became effective on _______________. Consequently, I understand that unless I am an "affiliate" of the Company, the Shares I am acquiring are freely tradeable and may be sold by me in "open market" transactions. If I am an "affiliate" of the Company, however, or have been one during the three month period prior to sale, I recognize that I may not sell freely on the open market and therefore agree that I will consult the Company's counsel as to the securities law restrictions on my ability to sell the Shares.
I also understand that under the Plan, and in accordance with the terms of the Stock Option Agreement, I may not sell, assign, alienate, pledge, encumber or otherwise transfer for value the Shares unless a period of six (6) months has elapsed from the date of the grant of the Option to me.
I acknowledge that I am aware that the Company has established a policy with respect to trading in its securities while in possession of material inside information regarding the Company and/or its subsidiaries, and that, in accordance with certain guidelines and procedures designed to implement such policy, I may be required to obtain permission from a Clearinghouse Committee, composed of Senior Management, prior to any sale or other transfer for value of the Shares hereby acquired.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

I also acknowledge that I have received and have read the Prospectus dated _______________ prepared by the Company in connection with the grant of the Option contained herein, together with its exhibits, and all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year and all quarterly and current updates thereof. I acknowledge that I have received all documents incorporated by reference in the Prospectus and the Registration Statement filed with the Securities and Exchange Commission that I requested and have read the same. I acknowledge that I have had the opportunity to ask questions of and receive answers from the Company's management concerning the information set forth in such Prospectus, reports and updates and have been satisfied with the answers provided regarding the same.
Finally, I acknowledge that there are significant federal income tax consequences resulting from my exercise of this Option, that I have consulted with and received advice from qualified tax counsel both as to the nature of such tax consequences and their impact upon my own personal income tax situation as the result of such exercise, and that I fully understand such impact and have planned accordingly.

DATED: __________ _____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

Receipt is hereby acknowledged of the delivery to me by Torvec, Inc. on , 19 of stock certificates for shares of $.01 par value common stock purchased by me pursuant to the terms and conditions of the Torvec, Inc. 1998 Stock Option Plan referred to above.

DATED: __________ _____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-4doc.x2a

EXHIBIT NUMBER 6.5

CONSULTING AGREEMENT

THIS AGREEMENT made and entered into the 6th day of February, 1998, effective December 1, 1997, by and between Torvec, Inc., a New York corporation having a principal place of business at 11 Pondview Drive, Pittsford, New York, 14534 (hereinafter "TORVEC") and James Gleasman, an individual having a principal place of business at 166 Brittany Lane, Pittsford, New York, (hereinafter "Consultant").
WITNESSETH WHEREAS, Consultant has experience in the design, development, and manufacture of gears, clutches, couplings, and other mechanical elements , for all purposes including, but not limited to use in automotive components and motor vehicles and is willing to design, develop, and manufacture such products for TORVEC; and WHEREAS, TORVEC desires to have Consultant design, develop, and assist in the manufacturing of such products for TORVEC under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereto agree as follows.
1. Definitions. The following definitions shall apply for all purposes of this Agreement:
(a) "Work Product" shall mean all data, designs, documentation, inventions, soft- ware and information, in whatever form, first produced created or emanating from, by or for Consultant in the performance of work or the rendition of services under this Agreement.
(b) "Background Rights" shall mean all data, designs, documentation, inventions, software, marketing, joint venture, business plans and information, in whatever form, not first produced created or emanating from, by or for Consultant as a result of or related to the performance of work or the rendition of services under this Agreement, but included in or necessary for use in or with the Work Product or any other product or any portion thereof which is produced or contemplated by Torvec.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

(c) "TORVEC Representative" shall mean the Chief Operating Officer of Torvec or his alternate as designated in writing by him.
2. Work to be performed and services to be rendered.
(a) Consultant agrees, during the term of this Agreement, the Consultant shall devote his full time and effort to the design, development, and manufacture of inventions and products for Torvec, the training of others performing such work, and the development of marketing strategies and joint venture opportunities for TORVEC.
(b) The work to be performed and the services to be rendered hereunder shall be performed by the Consultant, and such work or services may not be subcontracted or otherwise performed by third parties on behalf of Consultant without the prior written permission of TORVEC, which permission shall not be unreasonably withheld; provided, however, that Consultant shall be responsible therefor pursuant to this Agreement.
3. Rights in the Work Product and Background Rights.
(a) Consultant hereby grants to TORVEC, and TORVEC hereby accepts, the entire, right title and interest of Consultant in and to the Work Product and in and to all patents, copyrights, trade secrets, trademarks, business plans, marketing and joint venture concepts, and other proprietary rights in or based on the Work Product.
(b) Consultant hereby grants to TORVEC, and TORVEC hereby accepts, an unlimited, unrestricted, royalty-free, fully paid-up, worldwide exclusive right and license, with the right to grant licenses and sublicenses to others without accounting to Consultant, under the Background Rights and the entire right, title, and interest of Consultant to the Background Rights and all proprietary rights therein or based thereon.
(c) Consultant and TORVEC agree that if the Work Product or any portion thereof is copyrightable, it shall be deemed to be a "work made for hire," as such term is defined in the Copyright Laws of the United States.
(d) Consultant shall cooperate with TORVEC or its designees and execute all documents of assignment, oaths, declaration and other documents, as may be prepared by TORVEC, to effect the foregoing or to perfect or enforce any proprietary rights resulting from or related to this Agreement. Such cooperation and execution shall be at no additional compensation to Consultant; provided, however, that TORVEC shall reimburse Consultant for reasonable out-of pocket expenses incurred.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

4. Compensation.
(a) As compensation in full for the successful performance of all work and services to be performed hereunder, including the grant of rights and licenses in and to Work Product and Background Rights, TORVEC shall pay Consultant a fixed fee of $12,500.00 per month.
(b) TORVEC shall reimburse Consultant for expenses incurred by Consultant in the performance of work and the rendition of services under this Agreement, provided that reimbursement of travel and related expenses shall be in accordance with TORVEC's then current policies applicable to TORVEC employees for the reimbursement of such expenses. Consultant shall obtain receipts for all expenses in excess of $25 and shall submit them to TORVEC.
(c) Subject to the approval by its shareholders of the Company's 1998 Stock Option Plan, there is hereby granted to the Consultant a non-qualified stock option to purchase up to 25,000 shares of the Company's $.01 par value Common Stock at an exercise price of $5.00 per share. The option granted hereby shall be subject to the terms and conditions set forth in the Stock Option Agreement attached hereto and made a part hereof. The term of the option shall be for a period of 10 years, shall vest on a cumulative basis at a rate of 20% per year, shall provide for immediate and full vesting in the event the Company is acquired and shall provide that the right to exercise the option in accordance with its terms shall survive the Consultant's termination of services.
5. Confidentiality.
(a) Consultant agrees that the Work Product and Background Rights are the sole and exclusive property of TORVEC, and Consultant shall treat the Work Product and Background Rights on a confidential basis and not disclose it to any third party or use it for the benefit of other than TORVEC; provided, however, that Consultant shall be relieved of such obligation if and when TORVEC discloses the Work Product and Background Rights without any restriction on use or further disclosure.
(b) Consultant shall keep confidential and not disclose or use for the benefit of other than TORVEC any and all written or tangible information stamped "confidential," "proprietary" or with a similar legend which is made available or disclosed to Consultant as a result of or in any way related to this Agreement; provided, however, that Consultant shall have no obligation hereunder for that portion of such information which is disclosed by TORVEC to others without any restriction on use and disclosure.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

(c) Consultant acknowledges that his promised services hereunder are of special, unique, unusual and extraordinary character which gives them peculiar value, the loss of which cannot adequately be compensated in damages in an action at law, and Consultant further acknowledges that in his consultative capacity hereunder he will be making use of, acquiring and adding to confidential information of special and unique value relating to the affairs of the TORVEC, its subsidiaries and affiliates, including but not limited to its financial affairs, new products, marketing plans, and costs of providing the products. In addition to and not in limitation of any other restrictive covenants which may be binding upon Consultant, Consultant agrees that he will not (except for the benefit of or with the written consent of the TORVEC, its successors or assigns);
(1) During or after the Term of Consultation, disclose any of said information to any person, firm or corporation for any purpose whatsoever; and
(2) During the Term of Consultation or within two (2) years thereafter, in any area in which duties have at any time been assigned to him hereunder during the Term of Consultation, engage (as an individual or as a stockholder, partner, member, agent, employee or representative of any person, firm, corporation limited liability company or partnership, or association), or have any interest, direct or indirect, in any entity developing or producing products or related business in competition with the business of the TORVEC; provided that this paragraph shall not prevent the Consultant from acquiring and holding shares of stock of TORVEC and not to exceed two (2%) percent of the outstanding shares of stock of any other corporation which engages in a related business if such shares are available to the general public on a national securities exchange or NASDAQ..
6. Term of agreement.
(a) This Agreement shall be for a period of three years commencing on December 1, 1997 unless terminated or canceled as provided herein.
(b) The term of any right or licenses under proprietary rights granted to TORVEC as a result of or

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

related to this Agreement shall be for the full term of such proprietary rights.
7. Warranties and representations. Consultant warrants and represents that:
(a) The Work Product is original work developed pursuant to this Agreement;
(b) The Work Product was created by the Consultant;
(c) The Work Product, in whole or in part, does not, upon information and belief, infringe any patents, copyrights, trade secrets or other proprietary rights of third parties and Consultant has received no claims or charges of such infringement by the Work Product or any portion thereof, and Consultant has no reason to believe that the Work Product, in whole or in part, may infringe the patents, copyrights, trade secrets or other proprietary rights of third parties;
(d) Consultant has the authority to enter into this Agreement and to perform all obligations, hereunder, including, but not limited to, the grant of rights and licenses to the Work Product and Background Rights and all proprietary rights therein or based thereon; and
(e) Consultant has not granted any rights or licenses to third parties under Work Product or any portion thereof.
8. Indemnities. Consultant shall indemnify and hold TORVEC harmless against any loss or liability to person or property arising out of the performance of Consultant under this Agreement
9. Disability waiver. TORVEC recognizes that Consultant's past association with TORVEC has created unique goodwill to TORVEC. TORVEC desires to retain Consultant's services and prevent them from being used by its competitors, even though Consultant may become disabled or incapacitated. Accordingly, it is expressly understood that Consultant's inability to render Services to TORVEC because of absences, or temporary or permanent illness, disability, or incapacity, or for any other reasonable cause, shall not constitute a failure to perform his obligations hereunder and shall not be deemed a breach or default by him.
10. Death benefit. Should Consultant die during the term of this Agreement, the Agreement shall terminate as of the last day of the month of his death. TORVEC shall, for a period of twelve (12) months after Consultant's death, pay to his legal representatives, or to his surviving widow (provided that Consultant has so instructed TORVEC in

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

writing prior to his death) the sum of $12,500.00, monthly to be paid on the last day of each month during the twelve
(12) month period. If Consultant dies during the last year of this Agreement, however, the $12,500.00 monthly payments to his legal representatives or widow, as the case may be, shall not in any case be made after the termination date set forth in this Agreement.
11. Termination/Cancellation.
(a) This Agreement may be terminated or canceled by either party upon the occurrence of any of the following events, and neither party shall have any liability to the other party for the exercise of such right.
(1) By either party, if the other party has breached a covenant, obligation or warranty under this Agreement and such breach remains uncured for a period of 30 days after notice thereof is sent to such other party;
(2) By either party, if the other party ceases to conduct business.
(b) In the event either party terminates or cancels this Agreement pursuant to this Paragraph 11, TORVEC shall have no further liability to Consultant, except to pay Consultant a pro-rata share of the compensation of Paragraph 4 for that portion of the Work Product performed through the date of termination/cancellation.
12. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association. Any judgment upon the award rendered in such arbitration may be entered in any court of competent jurisdiction. Notwithstanding the provisions of this paragraph, TORVEC shall have the right to seek enforcement of the provisions of paragraph 5 above by a court proceeding for an injunction.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

13. General.
(a) This Agreement is the sole and entire agreement between the parties relating to the subject matter hereof and the Work Product and the Background Rights, and supersedes all prior understandings, agreements, and documentation relating to the subject matter hereof other than prior assignments and transfers of ownership by Consultant to Torvec which assignments and transfers remain in full force and effect. This Agreement may be amended only by an instrument executed by the authorized representatives of both parties.
(b) Any termination, cancellation or expiration of this Agreement notwithstanding, provisions which are intended to survive and continue shall so survive and continue, including, but not limited to, the provisions of Paragraphs 3, 5, 7, 8, 9,10 11 and 12.
(c) This Agreement shall be interpreted in accordance with the substantive law of the State of New York. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized representatives and to be effective as of the date first above written.

By:_____________________   ___________________________
Title:                     James Gleasman
Date: __________________   Date:______________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT MADE as of this 1st day of December, 1997 between TORVEC, INC., a New York business corporation (herein referred to as the "Company"), and JAMES
A.GLEASMAN (herein referred to as the "Optionee");

WITNESSETH:

1. The Company hereby grants to the Optionee an Option (hereinafter referred to as "Option") to purchase an aggregate of 25,000 shares of the $.01 par value Common Stock of the Company (herein referred to as the "Shares") at an exercise price of $5.00 per Share to be paid by the Optionee with cash, a certified check or a bank cashier's check made payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, the Optionee may pay for the Shares, either in whole or in part, by the delivery of Common Stock of the Company already owned by him which will be accepted as payment for the Shares, based upon such Common Stock's fair market value on the date of exercise. In addition, provided the Board of Directors shall approve the specific transfer, payment for the Shares, either in whole or in part, may be made by delivery of Common Stock acquired by the Optionee under any of the Company's stock option plans, provided, however, that if this Option is exercised in part, Shares acquired by such partial exercise may not be used as payment for additional Shares to be acquired under this Agreement. In order for the Optionee to so use shares of Common Stock previously acquired under any of the Company's stock option plans as payment for the Shares either in whole or in part, the transfer of such previously acquired Common Stock as payment for all or a portion of the exercise price under this Agreement must occur more than two years from the date of the grant and one year from the date of exercise of the prior option pursuant to which the Optionee acquired such Common Stock.
2. The term during which the Option shall be exercisable shall commence on December 1, 1997 and expire on the close of business November 30, 2007, subject to earlier termination as provided in the Torvec, Inc. 1998 Stock Option Plan (herein referred to as the "Plan"). The Option to purchase the number of Shares granted under this Agreement vest on the 1st day of each of the five years of the Option Term on a cumulative basis, in accordance with the following schedule:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

                           VESTED      NON-VESTED

12/1/97 - 11/30/98           20%           80%
12/1/98 - 11/30/99           40%           60%
12/1/99 - 11/30/2000         60%           40%
12/1/2000 - 11/30/2001       80%           20%
12/1/2001 - 11/30/2002      100%            0%

provided however, that to the extent the Optionee shall fail to exercise or, due to the above limitation, be prohibited from exercising his Option in any year during the Option period, such annual right to exercise this Option shall not expire, but shall be cumulative and carry over into and be exercisable in any subsequent year during which the Option is outstanding.
This Option may be exercised by the Optionee in accordance with its terms during the Option Term even though, at the time of such exercise, whether in whole or in part, the Optionee is no longer an consultant of the Company.
3. Notwithstanding the limitation upon immediate exercise set forth in Section 2 hereof, this Option shall be exercisable in full immediately upon the occurrence of a change in control of the Company. For this purpose, the term "change in control of the Company" shall generally include a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. Specifically, the term shall include (i) the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any comparable successor provisions, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or (ii) the approval by the shareholders of the Company of a reorganization, merger, or consolidation with respect to which, in such case, persons who were shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter, own more than 50% of either the outstanding shares of common stock or the combined voting power of the reorganized, merged or consolidated Company's then outstanding voting securities entitled to vote generally or
(iii) the liquidation and/or dissolution of the Company.
4. The Option is not transferable by the Optionee other than by Will or the laws of descent and distribution and is exercisable, during his lifetime, only by the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

Optionee. In the event that the right to exercise the Option passes to the Optionee's estate, or to a person to whom such right devolves by reason of the Optionee's death, then the Option shall be non transferable in the hands of the Optionee's Executor or Administrator or of such person, except that the Option may be distributed by the Optionee's Executor or Administrator to the distributees of the Optionee's estate as a part thereof.
5. In order for the Option to be exercised, in whole or in part, the notice by the Optionee to the Company in the form attached hereto must be accompanied by payment in full of the option price for the Shares being purchased. In addition, the Optionee agrees to tender to the Company an additional amount, in cash, certified check, cashier's check or bank draft, equal to the amount of any taxes required to be collected or withheld by the company in connection with the exercise of his Option.
6. The Company agrees that it will use its best efforts to register the sale of the Shares to be issued upon the exercise of the Option with the Securities and Exchange Commission under the Securities Act of 1933. Upon the effectiveness of the Registration Statement covering the Shares, the Optionee shall be able to sell the Shares in "open market transactions" free of Federal Securities Law restrictions, provided that at the time of sale, or within the three month period immediately prior to such sale, he is not nor has he been an "affiliate" of the Company. The Optionee further understands that, in accordance with applicable Commission rules governing controlling persons of public companies, members of the board of directors of a public company, and/or persons who hold significant policy-making positions with a public company, such as the Company, are deemed to be "affiliates" during their term of office. The Optionee, therefore, agrees that he will consult with the Company's counsel as to any Securities Law restrictions, including a limitation on the number of Shares which may be sold at any one time, on his ability to sell the Shares prior to any sale thereof.
7. The Company agrees to provide the Optionee with a copy of the Prospectus prepared by the Company in connection with the Registration Statement filed to register the Shares, together with its exhibits, and the Company hereby acknowledges its obligation to provide the Optionee with all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year of the Company and all updates thereof. The Optionee agrees that prior to exercise, either in whole or in part of the Option granted to him hereunder, he shall have read such materials, including the most recent annual and quarterly reports to shareholders, and shall have received, if requested, and read all the documents

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

incorporated by reference in the Prospectus and Registration Statement filed with the Securities and Exchange Commission.
8. The Optionee understands that except as provided in Paragraph 6 above, the Company has not agreed to register either the issuance or the resale of the Shares in accordance with the provisions of the Securities Act of 1933 or to register either the issuance or the resale of the Shares under any applicable State Securities Laws. Hence, the Optionee agrees that by virtue of the provision of certain rules respecting "restricted securities" promulgated under such Federal and/or State Laws, unless the resale of the Shares is registered as provided in Paragraph 6 above, and until the registration of such Shares in accordance with Paragraph 6 above shall have been declared effective by order of the Commission, the Shares which the Optionee shall purchase upon the exercise of this Option must be held indefinitely and may not be sold, transferred, pledged, hypothecated, or otherwise encumbered for value, unless and until a secondary distribution and/or resale of such Shares is subsequently registered under such Federal and/or State Securities Laws, or unless an exemption from registration is available, in which case the Optionee still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The Optionee therefore agrees that, until the registration of such Shares shall have been declared effective by order of the Commission, the Company may affix upon any certificate representing the Shares, a legend that such Shares may not be transferred in violation of Section 5 of the Securities Act of 1933.
9. The Optionee understands and agrees that the Shares to be acquired upon the exercise of the Option may not be sold, transferred, exchanged, hypothecated, encumbered, pledged or otherwise disposed of for value for a period of six (6) months from the date of the grant of this Option.
10. The Optionee understands that the Company has established certain policies and procedures governing trading in the Company's securities, including the Shares to be acquired upon the exercise of this Option, while in possession of material, inside information regarding the Company and/or any of its subsidiaries, receipt of which is hereby acknowledged. The Optionee agrees that upon exercise of this Option, either in whole or in part, he will comply with all of the terms and conditions of such policy, including the procedures and guidelines established for its implementation. In particular, the Optionee agrees that where required under such guidelines and procedures, he will obtain permission of the Company's Clearinghouse Committee composed of senior management prior to effectuating any sale or other transfer for value of the Shares to be acquired by virtue of the exercise of this Option.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

11. All the terms and provisions of the Plan, duly adopted at a meeting of the Company's Board of Directors on _______________ and approved by a majority vote of the Company's shareholders either in person or by proxy at a duly called meeting of such shareholders held on _______________ and as amended to date, are hereby expressly incorporated into this Stock Option Agreement and made a part hereof as if printed herein and the Optionee, by the Optionee's signature hereon, acknowledges receipt of a certified copy of said Plan. If there shall be any conflict between this Agreement and the Plan, the provisions of the Plan shall control.
12. In accordance with certain terms and conditions of the Plan, the aggregate number and kind of shares that may be purchased pursuant to the grant of the Option under this Agreement shall be proportionately adjusted for any increase, decrease or change in the total number of the outstanding shares of the Company resulting from a stock dividend, stock-split or other corporate reorganization which would result in or have the effect of the Optionee being treated differently (but for the adjustment) than he would be treated had he been the beneficial owner of the Shares subject to the Option on the record date for such dividend, split or reorganization, as the case may be.
13. The Optionee understands that the Option granted hereunder constitutes a "nonqualified stock option" for federal, and if applicable, state income tax purposes. Consequently, the Optionee understands that under current provisions of federal tax law, for

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

regular as well as for purposes to the federal alternative minimum income tax, no gain or loss generally is recognized to the Optionee upon the grant of the Option. In addition, the Company will receive no business expense deduction as a result of the grant of the Option.
For federal income tax purposes, upon the exercise of the Option, the difference between the exercise price and the fair market value of the Shares on the date of exercise constitutes ordinary income to the Optionee and is taxed to the Optionee at normal, ordinary tax rates, except to the extent the Shares are not transferable and are subject to a substantial risk of forfeiture. To the extent such difference is required to be included as income by the Optionee, the Company is entitled to a business expense deduction. Upon the later sale of the Shares, long or short term capital gain or loss will be recognized by the Optionee, depending upon the holding period (eighteen months for long term capital gain or loss) and the extent to which the selling price exceeds or is less than the Optionee's basis in the stock. The amount of gain will be taxed at normal, ordinary tax rates, with a maximum rate of 20% if the Shares are held for a period of at least eighteen months. If the Shares are held for a period of at least twelve months, the maximum rate on any gain from their sale will be taxed at 28%.
The Optionee also understands that the provisions of federal tax law described herein are subject to change and, consequently, the Optionee agrees to consult with his or her own tax advisor with respect to the tax treatment to be accorded the grant of the Option herein, the exercise of such Option, and the disposition of the Shares.
14. Consistent with the provisions of the Plan, this Agreement shall be binding upon and inure to the benefit of any successor or assignee of the Company and to any executor, administrator, legal representative, legatee, or distributee entitled by law to the Optionee's right hereunder.
15. Except insofar as an interpretation of federal securities law otherwise is required, or is controlling, this Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Optionee has hereunto set his hand, as of the day and year first above written.
TORVEC, INC. By: ____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

NOTICE OF EXERCISE OF STOCK OPTION
AND
RECORD OF STOCK TRANSFER

Torvec, Inc.
3740 Route 104
Williamson, New York 14587
Gentlemen:
I hereby exercise my Stock Option granted to me by Torvec, Inc. under a Stock Option Agreement dated _______________, subject to all the terms and provisions thereof and of the Torvec, Inc. 1998 Stock Option Plan referred to therein and notify you of my desire to purchase Shares of the $.01 par value Common Stock of the Company which were offered to me pursuant to the Stock Option Agreement. Enclosed is my payment in the sum of in full payment of such Shares.
I understand that a Registration Statement covering the Shares to be issued to me pursuant to this exercise of the Option granted to me was filed with the Securities and Exchange Commission on _______________. The Registration Statement became effective on _______________. Consequently, I understand that unless I am an "affiliate" of the Company, the Shares I am acquiring are freely tradeable and may be sold by me in "open market" transactions. If I am an "affiliate" of the Company, however, or have been one during the three month period prior to sale, I recognize that I may not sell freely on the open market and therefore agree that I will consult the Company's counsel as to the securities law restrictions on my ability to sell the Shares.
I also understand that under the Plan, and in accordance with the terms of the Stock Option Agreement, I may not sell, assign, alienate, pledge, encumber or otherwise transfer for value the Shares unless a period of six (6) months has elapsed from the date of the grant of the Option to me.
I acknowledge that I am aware that the Company has established a policy with respect to trading in its securities while in possession of material inside information regarding the Company and/or its subsidiaries, and that, in accordance with certain guidelines and procedures designed to implement such policy, I may be required to obtain permission from a Clearinghouse Committee, composed of Senior Management, prior to any sale or other transfer for value of the Shares hereby acquired.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

I also acknowledge that I have received and have read the Prospectus dated _______________ prepared by the Company in connection with the grant of the Option contained herein, together with its exhibits, and all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year and all quarterly and current updates thereof. I acknowledge that I have received all documents incorporated by reference in the Prospectus and the Registration Statement filed with the Securities and Exchange Commission that I requested and have read the same. I acknowledge that I have had the opportunity to ask questions of and receive answers from the Company's management concerning the information set forth in such Prospectus, reports and updates and have been satisfied with the answers provided regarding the same.
Finally, I acknowledge that there are significant federal income tax consequences resulting from my exercise of this Option, that I have consulted with and received advice from qualified tax counsel both as to the nature of such tax consequences and their impact upon my own personal income tax situation as the result of such exercise, and that I fully understand such impact and have planned accordingly.

DATED: ____________ ____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

Receipt is hereby acknowledged of the delivery to me by Torvec, Inc. on , 19 of stock certificates for shares of $.01 par value common stock purchased by me pursuant to the terms and conditions of the Torvec, Inc. 1998 Stock Option Plan referred to above.

DATED: ____________ ____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-5.x2a

EXHIBIT NUMBER 6.6

CONSULTING AGREEMENT

THIS AGREEMENT made and entered into the 6th day of February, 1998, effective December 1, 1997, by and between Torvec, Inc., a New York corporation having a principal place of business at 11 Pondview Drive, Pittsford, New York, 14534 (hereinafter "TORVEC") and Vernon Gleasman, an individual having a principal place of business at 11 Pondview Drive, Pittsford, New York, 14534 (hereinafter "Consultant").

WITNESSETH

WHEREAS, Consultant has experience in the design, development, and manufacture of gears, clutches, couplings, and other mechanical elements , for all purposes including, but not limited to use in automotive components and motor vehicles and is willing to design, develop, and manufacture such products for TORVEC; and WHEREAS, TORVEC desires to have Consultant design, develop, and assist in the manufacturing of such products for TORVEC under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereto agree as follows.
1. Definitions. The following definitions shall apply for all purposes of this Agreement:
(a) "Work Product" shall mean all data, designs, documentation, inventions, soft- ware and information, in whatever form, first produced created or emanating from, by or for Consultant in the performance of work or the rendition of services under this Agreement.
(b) "Background Rights" shall mean all data, designs, documentation, inventions, software and information, in whatever form, not first produced created or emanating from, by or for Consultant as a result of or related to the performance of work or the rendition of services under this Agreement, but included in or necessary for use in or with the Work Product or any other product or any portion thereof which is produced or contemplated by Torvec.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

(c) "TORVEC Representative" shall mean the Chief Operating Officer of Torvec or his alternate as designated in writing by him.
2. Work to be performed and services to be rendered.
(a) Consultant agrees, during the term of this Agreement, the Consultant shall devote his full time and effort to the design, development, and manufacture of inventions and products for Torvec, and the training of others performing such work.
(b) The work to be performed and the services to be rendered hereunder shall be performed by the Consultant, and such work or services may not be subcontracted or otherwise performed by third parties on behalf of Consultant without the prior written permission of TORVEC, which permission shall not be unreasonably withheld; provided, however, that Consultant shall be responsible therefor pursuant to this Agreement.
3. Rights in the Work Product and Background Rights.
(a) Consultant hereby grants to TORVEC, and TORVEC hereby accepts, the entire, right title and interest of Consultant in and to the Work Product and in and to all patents, copyrights, trade secrets, trademarks, and other proprietary rights in or based on the Work Product.
(b) Consultant hereby grants to TORVEC, and TORVEC hereby accepts, an unlimited, unrestricted, royalty-free, fully paid-up, worldwide exclusive right and license, with the right to grant licenses and sublicenses to others without accounting to Consultant, under the Background Rights and the entire right, title, and interest of Consultant to the Background Rights and all proprietary rights therein or based thereon.
(c) Consultant and TORVEC agree that if the Work Product or any portion thereof is copyrightable, it shall be deemed to be a "work made for hire," as such term is defined in the Copyright Laws of the United States.
(d) Consultant shall cooperate with TORVEC or its designees and execute all documents of assignment, oaths, declaration and other documents, as may be prepared by TORVEC, to effect the foregoing or to perfect or enforce any proprietary rights resulting from or related to this Agreement. Such cooperation and execution shall be at no additional compensation to Consultant; provided, however, that TORVEC shall reimburse Consultant for reasonable out-of pocket expenses incurred.
4. Compensation..

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

(a) As compensation in full for the successful performance of all work and services to be performed hereunder, including the grant of rights and licenses in and to Work Product and Background Rights, TORVEC shall pay Consultant a fixed fee of $12,500.00 per month.
(b) TORVEC shall reimburse Consultant for expenses incurred by Consultant in the performance of work and the rendition of services under this Agreement, provided that reimbursement of travel and related expenses shall be in accordance with TORVEC's then current policies applicable to TORVEC employees for the reimbursement of such expenses. Consultant shall obtain receipts for all expenses in excess of $25 and shall submit them to TORVEC.
(c) Subject to the approval by its shareholders of the Company's 1998 Stock Option Plan, there is hereby granted to the Consultant a non-qualified stock option to purchase up to 25,000 shares of the Company's $.01 par value Common Stock at an exercise price of $5.00 per share. The option granted hereby shall be subject to the terms and conditions set forth in the Stock Option Agreement attached hereto and made a part hereof. The term of the option shall be for a period of 10 years, shall vest on a cumulative basis at a rate of 20% per year, shall provide for immediate and full vesting in the event the Company is acquired and shall provide that the right to exercise the option in accordance with its terms shall survive the Consultant's termination of services.
5. Confidentiality.
(a) Consultant agrees that the Work Product and Background Rights are the sole and exclusive property of TORVEC, and Consultant shall treat the Work Product and Background Rights on a confidential basis and not disclose it to any third party or use it for the benefit of other than TORVEC; provided, however, that Consultant shall be relieved of such obligation if and when TORVEC discloses the Work Product and Background Rights without any restriction on use or further disclosure.
(b) Consultant shall keep confidential and not disclose or use for the benefit of other than TORVEC any and all written or tangible information stamped "confidential," "proprietary" or with a similar legend which is made available or disclosed to Consultant as a result of or in any way related to this Agreement; provided, however, that Consultant shall have no obligation hereunder for that portion of such information which is disclosed by TORVEC to others without any restriction on use and disclosure.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

(c) Consultant acknowledges that his promised services hereunder are of special, unique, unusual and extraordinary character which gives them peculiar value, the loss of which cannot adequately be compensated in damages in an action at law, and Consultant further acknowledges that in his consultative capacity hereunder he will be making use of, acquiring and adding to confidential information of special and unique value relating to the affairs of the TORVEC, its subsidiaries and affiliates, including but not limited to its financial affairs, new products, marketing plans, and costs of providing the products. In addition to and not in limitation of any other restrictive covenants which may be binding upon Consultant, Consultant agrees that he will not (except for the benefit of or with the written consent of the TORVEC, its successors or assigns);
(1) During or after the Term of Consultation, disclose any of said information to any person, firm or corporation for any purpose whatsoever; and
(2) During the Term of Consultation or within two (2) years thereafter, in any area in which duties have at any time been assigned to him hereunder during the Term of Consultation, engage (as an individual or as a stockholder, partner, member, agent, employee or representative of any person, firm, corporation limited liability company or partnership, or association), or have any interest, direct or indirect, in any entity developing or producing products or related business in competition with the business of the TORVEC; provided that this paragraph shall not prevent the Consultant from acquiring and holding shares of stock of TORVEC and not to exceed two (2%) percent of the outstanding shares of stock of any other corporation which engages in a related business if such shares are available to the general public on a national securities exchange or NASDAQ..
6. Term of agreement.
(a) This Agreement shall be for a period of three years commencing on December 1, 1997 unless terminated or canceled as provided herein.
(b) The term of any right or licenses under proprietary rights granted to TORVEC as a result of or related to this Agreement shall be for the full term of such proprietary rights.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

7. Warranties and representations. Consultant warrants and represents that:
(a) The Work Product is original work developed pursuant to this Agreement;
(b) The Work Product was created by the Consultant;
(c) The Work Product, in whole or in part, does not, upon information and belief, infringe any patents, copyrights, trade secrets or other proprietary rights of third parties and Consultant has received no claims or charges of such infringement by the Work Product or any portion thereof, and Consultant has no reason to believe that the Work Product, in whole or in part, may infringe the patents, copyrights, trade secrets or other proprietary rights of third parties;
(d) Consultant has the authority to enter into this Agreement and to perform all obligations, hereunder, including, but not limited to, the grant of rights and licenses to the Work Product and Background Rights and all proprietary rights therein or based thereon; and
(e) Consultant has not granted any rights or licenses to third parties under Work Product or any portion thereof.
8. Indemnities. Consultant shall indemnify and hold TORVEC harmless against any loss or liability to person or property arising out of the performance of Consultant under this Agreement
9. Disability waiver. TORVEC recognizes that Consultant's past association with TORVEC has created unique goodwill to TORVEC. TORVEC desires to retain Consultant's services and prevent them from being used by its competitors, even though Consultant may become disabled or incapacitated. Accordingly, it is expressly understood that Consultant's inability to render Services to TORVEC because of absences, or temporary or permanent illness, disability, or incapacity, or for any other reasonable cause, shall not constitute a failure to perform his obligations hereunder and shall not be deemed a breach or default by him.
10. Death benefit. Should Consultant die during the term of this Agreement, the Agreement shall terminate as of the last day of the month of his death. TORVEC shall, for a period of twelve (12) months after Consultant's death, pay to his legal representatives, or to his surviving widow (provided that Consultant has so instructed TORVEC in writing prior to his death) the sum of $12,500.00, monthly to be paid on the last day of each month during the twelve
(12) month period. If Consultant dies during the last year of this Agreement, however, the $12,500.00 monthly payments

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

to his legal representatives or widow, as the case may be, shall not in any case be made after the termination date set forth in this Agreement.
11. Termination/Cancellation.
(a) This Agreement may be terminated or canceled by either party upon the occurrence of any of the following events, and neither party shall have any liability to the other party for the exercise of such right.
(1) By either party, if the other party has breached a covenant, obligation or warranty under this Agreement and such breach remains uncured for a period of 30 days after notice thereof is sent to such other party;
(2) By either party, if the other party ceases to conduct business.
(b) In the event either party terminates or cancels this Agreement pursuant to this Paragraph 11, TORVEC shall have no further liability to Consultant, except to pay Consultant a pro-rata share of the compensation of Paragraph 4 for that portion of the Work Product performed through the date of termination/cancellation.
12. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association. Any judgment upon the award rendered in such arbitration may be entered in any court of competent jurisdiction. Notwithstanding the provisions of this paragraph, TORVEC shall have the right to seek enforcement of the provisions of paragraph 5 above by a court proceeding for an injunction.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

13. General.
(a) This Agreement is the sole and entire agreement between the parties relating to the subject matter hereof and the Work Product and the Background Rights, and supersedes all prior understandings, agreements, and documentation relating to the subject matter hereof other than prior assignments and transfers of ownership by Consultant to Torvec which assignments and transfers remain in full force and effect. This Agreement may be amended only by an instrument executed by the authorized representatives of both parties.
(b) Any termination, cancellation or expiration of this Agreement notwithstanding, provisions which are intended to survive and continue shall so survive and continue, including, but not limited to, the provisions of Paragraphs 3, 5, 7, 8, 9,10 11 and 12.
(c) This Agreement shall be interpreted in accordance with the substantive law of the State of New York. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized representatives and to be effective as of the date first above written.

By:____________________    ____________________________________
Title:                     Vernon Gleasman
Date: ___________________  Date:_______________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT MADE as of this 1st day of December, 1997 between TORVEC, INC., a New York business corporation (herein referred to as the "Company"), and VERNON E.GLEASMAN (herein referred to as the "Optionee");

WITNESSETH:

1. The Company hereby grants to the Optionee an Option (hereinafter referred to as "Option") to purchase an aggregate of 25,000 shares of the $.01 par value Common Stock of the Company (herein referred to as the "Shares") at an exercise price of $5.00 per Share to be paid by the Optionee with cash, a certified check or a bank cashier's check made payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, the Optionee may pay for the Shares, either in whole or in part, by the delivery of Common Stock of the Company already owned by him which will be accepted as payment for the Shares, based upon such Common Stock's fair market value on the date of exercise. In addition, provided the Board of Directors shall approve the specific transfer, payment for the Shares, either in whole or in part, may be made by delivery of Common Stock acquired by the Optionee under any of the Company's stock option plans, provided, however, that if this Option is exercised in part, Shares acquired by such partial exercise may not be used as payment for additional Shares to be acquired under this Agreement. In order for the Optionee to so use shares of Common Stock previously acquired under any of the Company's stock option plans as payment for the Shares either in whole or in part, the transfer of such previously acquired Common Stock as payment for all or a portion of the exercise price under this Agreement must occur more than two years from the date of the grant and one year from the date of exercise of the prior option pursuant to which the Optionee acquired such Common Stock.
2. The term during which the Option shall be exercisable shall commence on December 1, 1997 and expire on the close of business November 30, 2007, subject to earlier termination as provided in the Torvec, Inc. 1998 Stock Option Plan (herein referred to as the "Plan"). The Option to purchase the number of Shares granted under this Agreement vest on the 1st day of each of the five years of the Option Term on a cumulative basis, in accordance with the following schedule:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

                         VESTED      NON-VESTED

12/1/97 - 11/30/98        20%           80%
12/1/98 - 11/30/99        40%           60%
12/1/99 - 11/30/2000      60%           40%
12/1/2000 - 11/30/2001    80%           20%
12/1/2001 - 11/30/2002   100%            0%

provided however, that to the extent the Optionee shall fail to exercise or, due to the above limitation, be prohibited from exercising his Option in any year during the Option period, such annual right to exercise this Option shall not expire, but shall be cumulative and carry over into and be exercisable in any subsequent year during which the Option is outstanding.
This Option may be exercised by the Optionee in accordance with its terms during the Option Term even though, at the time of such exercise, whether in whole or in part, the Optionee is no longer an consultant of the Company.
3. Notwithstanding the limitation upon immediate exercise set forth in Section 2 hereof, this Option shall be exercisable in full immediately upon the occurrence of a change in control of the Company. For this purpose, the term "change in control of the Company" shall generally include a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. Specifically, the term shall include (i) the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any comparable successor provisions, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or (ii) the approval by the shareholders of the Company of a reorganization, merger, or consolidation with respect to which, in such case, persons who were shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter, own more than 50% of either the outstanding shares of common stock or the combined voting power of the reorganized, merged or consolidated Company's then outstanding voting securities entitled to vote generally or
(iii) the liquidation and/or dissolution of the Company.
4. The Option is not transferable by the Optionee other than by Will or the laws of descent and distribution and is exercisable, during his lifetime, only by the Optionee. In the event that the right to exercise the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

Option passes to the Optionee's estate, or to a person to whom such right devolves by reason of the Optionee's death, then the Option shall be non transferable in the hands of the Optionee's Executor or Administrator or of such person, except that the Option may be distributed by the Optionee's Executor or Administrator to the distributees of the Optionee's estate as a part thereof.
5. In order for the Option to be exercised, in whole or in part, the notice by the Optionee to the Company in the form attached hereto must be accompanied by payment in full of the option price for the Shares being purchased. In addition, the Optionee agrees to tender to the Company an additional amount, in cash, certified check, cashier's check or bank draft, equal to the amount of any taxes required to be collected or withheld by the company in connection with the exercise of his Option.
6. The Company agrees that it will use its best efforts to register the sale of the Shares to be issued upon the exercise of the Option with the Securities and Exchange Commission under the Securities Act of 1933. Upon the effectiveness of the Registration Statement covering the Shares, the Optionee shall be able to sell the Shares in "open market transactions" free of Federal Securities Law restrictions, provided that at the time of sale, or within the three month period immediately prior to such sale, he is not nor has he been an "affiliate" of the Company. The Optionee further understands that, in accordance with applicable Commission rules governing controlling persons of public companies, members of the board of directors of a public company, and/or persons who hold significant policy-making positions with a public company, such as the Company, are deemed to be "affiliates" during their term of office. The Optionee, therefore, agrees that he will consult with the Company's counsel as to any Securities Law restrictions, including a limitation on the number of Shares which may be sold at any one time, on his ability to sell the Shares prior to any sale thereof.
7. The Company agrees to provide the Optionee with a copy of the Prospectus prepared by the Company in connection with the Registration Statement filed to register the Shares, together with its exhibits, and the Company hereby acknowledges its obligation to provide the Optionee with all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year of the Company and all updates thereof. The Optionee agrees that prior to exercise, either in whole or in part of the Option granted to him hereunder, he shall have read such materials, including the most recent annual and quarterly reports to shareholders, and shall have received, if requested, and read all the documents incorporated by reference in the Prospectus and Registration Statement filed with the Securities and Exchange Commission.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

8. The Optionee understands that except as provided in Paragraph 6 above, the Company has not agreed to register either the issuance or the resale of the Shares in accordance with the provisions of the Securities Act of 1933 or to register either the issuance or the resale of the Shares under any applicable State Securities Laws. Hence, the Optionee agrees that by virtue of the provision of certain rules respecting "restricted securities" promulgated under such Federal and/or State Laws, unless the resale of the Shares is registered as provided in Paragraph 6 above, and until the registration of such Shares in accordance with Paragraph 6 above shall have been declared effective by order of the Commission, the Shares which the Optionee shall purchase upon the exercise of this Option must be held indefinitely and may not be sold, transferred, pledged, hypothecated, or otherwise encumbered for value, unless and until a secondary distribution and/or resale of such Shares is subsequently registered under such Federal and/or State Securities Laws, or unless an exemption from registration is available, in which case the Optionee still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The Optionee therefore agrees that, until the registration of such Shares shall have been declared effective by order of the Commission, the Company may affix upon any certificate representing the Shares, a legend that such Shares may not be transferred in violation of Section 5 of the Securities Act of 1933.
9. The Optionee understands and agrees that the Shares to be acquired upon the exercise of the Option may not be sold, transferred, exchanged, hypothecated, encumbered, pledged or otherwise disposed of for value for a period of six (6) months from the date of the grant of this Option.
10. The Optionee understands that the Company has established certain policies and procedures governing trading in the Company's securities, including the Shares to be acquired upon the exercise of this Option, while in possession of material, inside information regarding the Company and/or any of its subsidiaries, receipt of which is hereby acknowledged. The Optionee agrees that upon exercise of this Option, either in whole or in part, he will comply with all of the terms and conditions of such policy, including the procedures and guidelines established for its implementation. In particular, the Optionee agrees that where required under such guidelines and procedures, he will obtain permission of the Company's Clearinghouse Committee composed of senior management prior to effectuating any sale or other transfer for value of the Shares to be acquired by virtue of the exercise of this Option.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

11. All the terms and provisions of the Plan, duly adopted at a meeting of the Company's Board of Directors on _______________ and approved by a majority vote of the Company's shareholders either in person or by proxy at a duly called meeting of such shareholders held on _______________ and as amended to date, are hereby expressly incorporated into this Stock Option Agreement and made a part hereof as if printed herein and the Optionee, by the Optionee's signature hereon, acknowledges receipt of a certified copy of said Plan. If there shall be any conflict between this Agreement and the Plan, the provisions of the Plan shall control.
12. In accordance with certain terms and conditions of the Plan, the aggregate number and kind of shares that may be purchased pursuant to the grant of the Option under this Agreement shall be proportionately adjusted for any increase, decrease or change in the total number of the outstanding shares of the Company resulting from a stock dividend, stock-split or other corporate reorganization which would result in or have the effect of the Optionee being treated differently (but for the adjustment) than he would be treated had he been the beneficial owner of the Shares subject to the Option on the record date for such dividend, split or reorganization, as the case may be.
13. The Optionee understands that the Option granted hereunder constitutes a "nonqualified stock option" for federal, and if applicable, state income tax purposes. Consequently, the Optionee understands that under current provisions of federal tax law, for

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

regular as well as for purposes to the federal alternative minimum income tax, no gain or loss generally is recognized to the Optionee upon the grant of the Option. In addition, the Company will receive no business expense deduction as a result of the grant of the Option.
For federal income tax purposes, upon the exercise of the Option, the difference between the exercise price and the fair market value of the Shares on the date of exercise constitutes ordinary income to the Optionee and is taxed to the Optionee at normal, ordinary tax rates, except to the extent the Shares are not transferable and are subject to a substantial risk of forfeiture. To the extent such difference is required to be included as income by the Optionee, the Company is entitled to a business expense deduction. Upon the later sale of the Shares, long or short term capital gain or loss will be recognized by the Optionee, depending upon the holding period (eighteen months for long term capital gain or loss) and the extent to which the selling price exceeds or is less than the Optionee's basis in the stock. The amount of gain will be taxed at normal, ordinary tax rates, with a maximum rate of 20% if the Shares are held for a period of at least eighteen months. If the Shares are held for a period of at least twelve months, the maximum rate on any gain from their sale will be taxed at 28%.
The Optionee also understands that the provisions of federal tax law described herein are subject to change and, consequently, the Optionee agrees to consult with his or her own tax advisor with respect to the tax treatment to be accorded the grant of the Option herein, the exercise of such Option, and the disposition of the Shares.
14. Consistent with the provisions of the Plan, this Agreement shall be binding upon and inure to the benefit of any successor or assignee of the Company and to any executor, administrator, legal representative, legatee, or distributee entitled by law to the Optionee's right hereunder.
15. Except insofar as an interpretation of federal securities law otherwise is required, or is controlling, this Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Optionee has hereunto set his hand, as of the day and year first above written.
TORVEC, INC.
By: ____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

NOTICE OF EXERCISE OF STOCK OPTION
AND
RECORD OF STOCK TRANSFER

Torvec, Inc.
3740 Route 104
Williamson, New York 14587
Gentlemen:
I hereby exercise my Stock Option granted to me by Torvec, Inc. under a Stock Option Agreement dated _______________, subject to all the terms and provisions thereof and of the Torvec, Inc. 1998 Stock Option Plan referred to therein and notify you of my desire to purchase Shares of the $.01 par value Common Stock of the Company which were offered to me pursuant to the Stock Option Agreement. Enclosed is my payment in the sum of in full payment of such Shares.
I understand that a Registration Statement covering the Shares to be issued to me pursuant to this exercise of the Option granted to me was filed with the Securities and Exchange Commission on _______________. The Registration Statement became effective on _______________. Consequently, I understand that unless I am an "affiliate" of the Company, the Shares I am acquiring are freely tradeable and may be sold by me in "open market" transactions. If I am an "affiliate" of the Company, however, or have been one during the three month period prior to sale, I recognize that I may not sell freely on the open market and therefore agree that I will consult the Company's counsel as to the securities law restrictions on my ability to sell the Shares.
I also understand that under the Plan, and in accordance with the terms of the Stock Option Agreement, I may not sell, assign, alienate, pledge, encumber or otherwise transfer for value the Shares unless a period of six (6) months has elapsed from the date of the grant of the Option to me.
I acknowledge that I am aware that the Company has established a policy with respect to trading in its securities while in possession of material inside information regarding the Company and/or its subsidiaries, and that, in accordance with certain guidelines and procedures designed to implement such policy, I may be required to obtain permission from a Clearinghouse Committee, composed of Senior Management, prior to any sale or other transfer for value of the Shares hereby acquired.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

I also acknowledge that I have received and have read the Prospectus dated _______________ prepared by the Company in connection with the grant of the Option contained herein, together with its exhibits, and all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year and all quarterly and current updates thereof. I acknowledge that I have received all documents incorporated by reference in the Prospectus and the Registration Statement filed with the Securities and Exchange Commission that I requested and have read the same. I acknowledge that I have had the opportunity to ask questions of and receive answers from the Company's management concerning the information set forth in such Prospectus, reports and updates and have been satisfied with the answers provided regarding the same.
Finally, I acknowledge that there are significant federal income tax consequences resulting from my exercise of this Option, that I have consulted with and received advice from qualified tax counsel both as to the nature of such tax consequences and their impact upon my own personal income tax situation as the result of such exercise, and that I fully understand such impact and have planned accordingly.

DATED: ____________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

Receipt is hereby acknowledged of the delivery to me by Torvec, Inc. on , 19 of stock certificates for shares of $.01 par value common stock purchased by me pursuant to the terms and conditions of the Torvec, Inc. 1998 Stock Option Plan referred to above.

DATED: ______________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-6.x2a

EXHIBIT NUMBER 6.7

TORVEC, INC.
1998 Stock Option Plan

ARTICLE I - GENERAL

1.01. Purpose

The purposes of the 1998 Stock Option Plan (the "Plan") are to: (1) closely associate the interests of the management of Torvec, Inc. (the "Company") with the shareholders by reinforcing the relationship between participants' rewards and shareholder gains; (2) provide management with an equity ownership in the Company commensurate with Company performance, as reflected in increased shareholder value; (3) maintain competitive compensation levels; (4) provide an incentive to management for continuous employment with the Company; and (5) provide key consultants and/or advisors of the Company with an equity interest commensurate with Company performance, as reflected in increased shareholder value.
1.02. Administration

(a) The Plan shall be administered by The Board of Directors.
(b) The Board shall have the authority, in its sole discretion and from time to time to:
(i) designate the employees and/or consultants and advisors or classes

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

of the same eligible to participate in the Plan;
(ii) grant Options provided in the Plan in such form and number as the Board shall determine;
(iii) impose such limitations, restrictions and conditions upon any such Option as the Board shall deem appropriate, consistent with the purposes of the Plan; and
(iv) interpret the Plan, adopt, amend and rescind rules and regulations relating to the Plan, and make all other determinations and take all other action necessary or advisable for the implementation and administration of the Plan.

(c) Decisions and determinations of the Board on all matters relating to the Plan shall be in its sole discretion and shall be conclusive. No member of the Board shall be liable for any action taken or decision made in good faith relating to the Plan or any Option granted hereunder.
1.03. Eligibility for Participation

Participants in the Plan shall be selected by the Board from the executive officers, key employees, and consultants and advisors of the Company who occupy responsible managerial or professional positions and who have the capability of making a substantial contribution to the success of the Company. In making this selection and in determining the form and amount of Options, the Board shall consider any factors deemed relevant, including the individual's functions, responsibilities, value of services

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

to the Company and past and potential contributions to the Company's profitability and sound growth.
1.04. Types of Options Under the Plan

Options under the Plan may be in the form of any one or more of the following:
(i) Stock Options, as described in Article II;
(ii) Incentive Stock Options, as described in Article III; and
(iii) Reload Options, as described in Article IV.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

1.05. Aggregate Limitation on Options

Shares of stock which may be issued under the Plan shall, in the discretion of the Board of Directors of the Company, consist either in whole or in part of authorized but unissued shares or treasury shares of the $.01 par value common stock of the Company ("Shares"). The maximum number of Shares which may be issued under the Plan shall be 2,000,000. Any Shares subject to a Stock Option, Incentive Stock Option, or Reload Option which for any reason is terminated unexercised or expires shall again be available for issuance under the Plan.
1.06. Effective Date and Term of Plan

(a) The Plan's Effective Date is January ______, 1998, the date on which it was adopted by the Board of Directors of the Company, subject to the authorization and approval by a majority vote of the outstanding number of shares of the Company present in person or by proxy at a special meeting of the shareholders of the Company duly called and held on January ______, 1998.
(b) No Options shall be granted under the Plan after the last day of the Company's fiscal year ended January ______, 2008 provided, however, that the Plan and all Options made under the Plan prior to such date shall remain in effect until such Options have been exercised or lapsed in accordance with the Plan and the terms of such Options.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

1.07. Amendment and Termination of Plan

The Board of Directors of the Company, without further approval of the shareholders of the Company, may at any time suspend or terminate the Plan or may amend it from time to time in any manner; provided, however, that no amendment shall be effective without prior approval of the shareholders of the Company which would (i) except as provided by the anti-dilution provisions of this Plan, increase the maximum number of Shares which may be issued under the Plan, (ii) change the eligibility requirements for individuals entitled to receive awards under the Plan, (iii) cause Incentive Stock Options issued under the Plan to fail to meet the requirements of incentive stock Options as defined in Section 422 of the Internal Revenue Code of 1986 ("Code"), (iv) require prior approval of a majority vote of shareholders of the Company under the applicable provisions of the Business Corporation Law of New York State, or (v) materially increase the benefits accruing to participants under the Plan within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
1.08. Reservation of Shares

The Company shall be under no obligation to reserve shares of its $.01 par value common stock to meet its obligations under the Plan but it may do so. The grant of Options or the issuance of Shares to employees hereunder shall not be construed to constitute

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

the establishment of a trust with respect to such Options or Shares. The Company shall be deemed to have complied with the terms of the Plan if, at the time of issuance and delivery of Shares pursuant to the Plan, it has a sufficient number of shares of its $.01 par value common stock authorized and unissued or in its treasury which may then be appropriated and issued for purposes of the Plan, irrespective of the date when such shares were authorized.
1.09. Application of Proceeds

The proceeds of the issuance of Shares by the Company under the Plan will constitute general funds of the Company and may be used by the Company for any business purpose.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

1.10. General Restrictions

Each Option granted under the Plan shall be subject to the requirement that, if at any time the Board shall determine that (i) the consent or approval of any governmental regulatory body, or (ii) an agreement by the Optionee of an Option with respect to the disposition of the Shares is necessary or desirable as a condition of, or in connection with, the granting of such Option or the issue or purchase of Shares thereunder, such Option may not be exercised in whole or in part unless such consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Board.
1.11. Withholding Taxes

Whenever the Company proposes or is required to issue or transfer Shares under the Plan, the Company shall have the right to require the Optionee with respect to an exercised Option to remit to the Company an amount sufficient to satisfy any Federal, state and/or local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Alternatively, the Company may issue or transfer such Shares net of the number of shares sufficient to satisfy the withholding tax requirements. For withholding tax purposes, the Shares shall be valued on the date the withholding obligation is incurred.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

1.12. Right to Terminate Employment

Nothing in the Plan or in any agreement entered into pursuant to the Plan shall confer upon any employee the right to continue in the employment of the Company or effect any right which the Company may have to terminate the employment of such employee.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

1.13. Non-Uniform Determinations

The Board's determinations under the Plan (including without limitation determinations of the persons to receive Options, the form, amount and timing of such Options, the terms and conditions of such Options and the agreements evidencing the same) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Options under the Plan, whether or not such persons are similarly situated.
1.14. Leaves of Absence

The Board shall be entitled to make such rules, regulations and determinations as it deems appropriate under the Plan in respect of any leave of absence taken by the recipient of any Option. Without limiting the generality of the foregoing, the Board shall be entitled to determine (i) whether or not any such leave of absence shall constitute a termination of employment within the meaning of the Plan and
(ii) the impact, if any, of any such leave of absence on Options under the Plan theretofore made to any recipient who takes such leave of absence.
1.15. Anti-Dilution Provision

(a) The Exercise Price and the number and character of the Shares which are the subject of Stock Options granted under this Plan shall be subject to adjustment, as follows:
1. In case the Company shall at any time pay a dividend in shares of its common stock or subdivide its

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

outstanding shares of common stock into a greater number of shares, the Shares purchasable upon exercise of outstanding Stock Options immediately prior to the record date established for such dividend or subdivision shall be proportionately increased, and conversely, in case the outstanding shares of common stock of the Company shall be combined into a smaller number of shares, the Shares purchasable upon exercise immediately prior to the record date established for such combination shall be proportionately reduced.
2. In case of any reclassification, capital reorganization or other organic change of outstanding shares of common stock of the Company, or in case of any consolidation or merger of the Company into another corporation (other than a merger with a wholly owned subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of common stock of the class issuable upon exercise of outstanding Stock Options) or in case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction cause effective provision to be made that the Optionee shall have the right thereafter, by exercising his Stock Option, to purchase the kind and amount of shares of stock (and other securities and property, as the case may

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

be) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or transfer by the Optionee as if he had been a shareholder owning a beneficial interest in the number of Shares immediately prior to the record date, or other similar date established for such reclassification, capital reorganization or other change, consolidation, merger, sale or transfer. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to outstanding Stock Options. This subparagraph (a)2 shall similarly apply to any successive reclassification, capital reorganization and other organic change of shares of Common Stock and to successive consolidations, mergers, sales or transfers. In the event that at any time, as a result of an adjustment made pursuant to this subparagraph (a)2, the Optionee shall become entitled to purchase upon exercise of his Stock Option, shares of stock, evidences of indebtedness, or other securities or assets (other than shares of Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and include such shares of stock, evidences of indebtedness, other securities or assets; and thereafter the number of such shares of stock, evidences of indebtedness, or other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

equivalent as practicable to the provisions contained in this subparagraph 2.
3. In case the Company shall declare a dividend upon shares of common stock payable otherwise than out of earnings, retained earnings, or earned surplus or otherwise than in shares of common stock, the Optionee shall, upon exercise of his Stock Option in whole or in part, be entitled to purchase, in addition to the number of Shares deliverable upon such exercise against payment of the Exercise Price therefor, but without further consideration, the cash, stock or other securities or property which the Optionee would have received as dividends (otherwise than out of such earnings, retained earnings, or earned surplus and otherwise than in shares of common stock) if he had been a shareholder owning a beneficial interest in the number of Shares of common stock immediately prior to the record date established for such declaration. For purposes of this subparagraph (a)3, a dividend payable otherwise than in cash or otherwise than in shares of common stock shall be considered to be payable out of earnings, retained earnings, or earned surplus only to the extent that such earnings, retained earnings, or earned surplus shall be charged in an amount equal to the fair value of such dividends as determined by the Board of Directors.
4. Upon each adjustment of the number of Shares purchasable, the Optionee shall thereafter (until another such adjustment) be entitled to purchase, at a new Exercise

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

Price, up to such number of Shares, calculated to the nearest full share. Such new Exercise Price shall be calculated by multiplying the number of Shares immediately prior to such adjustment by the Exercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the new number of Shares.
(b) Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing paragraph (a)4, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office, and with its transfer agent, if any, a certificate from its independent certified public accountants showing the new exercise price, determined as there provided, setting forth in reasonable detail the facts requiring the adjustment of such price, including a statement of the number of additional shares of common stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such accountants' certificate shall be made available at all reasonable times for inspection by the Optionee and the Company shall, forthwith after each such adjustment mail a copy of such certificate to the Optionee.
(c) So long as Stock Options granted under the Plan shall be outstanding,
(i) if the Company shall pay any dividend or make any distribution upon its Common Stock; or
(ii) if the Company shall offer to the beneficial owners of its Common Stock for subscription or purchase

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

by them any shares of stock of any class or any other rights; or

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

(iii) if any capital reorganization of the Company, reclassification of the Common Stock of the Company, consolidation or merger of the Company into another corporation, sale or transfer of all or substantially all of the property and assets of the Company to another corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected;

then, in any such case, the Company shall cause to be mailed to the Optionee at least ten (10) days prior to the earliest date hereinafter specified, a notice containing a brief description of the proposed action and stating the anticipated date on which (1) a record is to be taken for the purpose of such dividend, distribution or rights, or (2) such reclassification, reorganization, consolidation, merger, sale or transfer, dissolution, liquidation or winding up is to take place and the anticipated date, if any, that is to be fixed, as of which the beneficial owners of the common stock shall be entitled to exchange their shares of common stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale or transfer, dissolution, liquidation or winding up. After any such notice shall be given, the Company shall give the Optionee copies of all future notices sent to the Company's stockholders with respect to the same transaction.
1.16. Rights as a Shareholder

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

The Optionee shall have no rights as a Shareholder with respect to the Shares purchased by him pursuant to the exercise of a Stock Option under this Plan until the Company has received full payment therefor and has issued a Stock Certificate(s) to him representing such Shares. Except as provided in paragraph 1.15 above, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), for distributions or for rights of

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

any other kind with respect to Shares for which the record date for such dividends or distributions or rights is prior to the date of the issuance to the Optionee of a Certificate(s) for the Shares.
1.17. Registration

The Company shall use its best efforts to register the Shares issuable under this Plan with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 in order to facilitate the resale of the Shares acquired by non-affiliates of the Company under the Plan without federal securities law restrictions.
1.18. Acceleration of Options in Certain Events

Notwithstanding any provisions to the contrary in this Plan or in any Stock Option Agreement evidencing Stock Options granted hereunder, all Stock Options then currently outstanding shall become immediately exercisable in full and remain exercisable until their expiration in accordance with their respective terms upon the occurrence of either of the following events:
(i) the first purchase of the Company's common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by the Company) or
(ii) approval by the Company's Shareholders of a (A) merger or consolidation of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving corporation and which does not result in any reclassification or

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

reorganization of the Company's then outstanding common stock), (B) sale or disposition of all or substantially all of the Company's assets, or (C) plan of liquidation and/or dissolution of the Company.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

ARTICLE II - STOCK OPTIONS

2.01. Award of Stock Options

The Board may from time to time, and subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant to any eligible employee, consultant and/or advisor one or more Options to purchase for cash or shares the number of Shares ("Stock Options") allotted by the Board. The date a Stock Option is granted shall mean the date selected by the Board as of which the Board allots a specific number of Shares to an employee pursuant to the Plan.
2.02. Stock Option Agreements

The grant of a Stock Option shall be evidenced by a written Stock Option Agreement, executed by the Company and the holder of a Stock Option (the "Optionee"), stating the number of Shares subject to the Stock Option evidenced thereby, and such Stock Option Agreement shall be in such form as the Board may from time to time determine. Each Agreement shall contain provisions consistent with this Plan, including a provision prohibiting the sale, assignment, exchange, alienation, pledge, encumbrance or other similar form of transfer for value of any Shares acquired pursuant to the exercise of any Stock Option granted under this Plan until after the date that is six (6) months from the date of grant of the Stock Option and including, in the discretion of the Board, a waiting period

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

following the grant of any Stock Option during which all or any part thereof may not be exercised.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

2.03. Terms and Conditions of Options

Each Stock Option granted by the Board shall be subject to the following terms and conditions:
(a) Price. Each Stock Option shall state the number of

Shares subject to the Stock Option and the Stock Option price, which, unless the Board, in its absolute discretion, otherwise determines, shall be not less than the fair market value of the Shares with respect to which the Option is granted at the time of the granting of the Stock Option ("Exercise Price"). The Board is explicitly authorized under this Plan to grant Stock Options the Exercise Price per Share of which is less than the fair market value of the Shares at the time of grant, but said Exercise Price per Share shall in no event be less than the par value thereof.
For purposes of this paragraph 2.03(a), the fair market value per Share shall be the closing price for the common stock of the Company as quoted by the National Association of Securities Dealers, Inc. on the business day immediately preceding the day the Stock Option is granted.
(b) Term. The term of each Stock Option shall be

determined by the Board. The Board and an Optionee may at any time by mutual agreement terminate or modify the term of any Stock Option granted to such Optionee under this Plan.
(c) Exercise. Each Stock Option, or any installment

thereof, shall be exercised, whether in whole or in part,

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

by giving written notice to the Company at its principal office, specifying the number of Shares purchased, the purchase price being paid, and accompanied by the payment of the purchase price. An Optionee may pay for the Shares subject to the Stock Option with cash, a certified check or a bank cashier's check payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, he may pay for the Shares, in whole or in part, by the delivery of common stock of the Company already owned by him which will be accepted in payment for Shares at the fair market value of such common stock on the date of exercise. For this purpose, fair market value per share of common stock shall be the closing price for the common stock of the Company as quoted by the National Association of Securities Dealers, Inc. on the business day immediately preceding the day the common stock is mailed or otherwise delivered to the Company. Certificates representing the Shares purchased by the Optionee shall be issued by the Company as soon as reasonably practicable after the Optionee has complied with these provisions.
(d) Restriction Upon Exercise. Notwithstanding any

other provision of this Plan, and subject to the following limitations, Shares obtained upon the exercise of any Stock Option or Incentive Stock Option (within the meaning of
Section 422 of the Code) under this or any other stock Option plan of the Company, may be used in satisfaction of any part of the Exercise Price for Shares subject to Stock

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

Options granted under this Plan. However, Shares obtained upon the exercise of a given Stock Option may not be used to acquire additional Shares under that same Stock Option. In addition, shares acquired through the exercise of an Incentive Stock Option may be used only if the transfer of such previously acquired shares takes place two years from the date of the grant of the prior Incentive Stock Option and one year from the date of exercise of the prior Incentive Stock Option.
The Board may, from time to time, impose such restrictions and/or conditions upon the vesting and/or the subsequent transferability of any Shares to be issued or transferred by the Company upon the exercise of any Stock Options granted pursuant to this Plan as it may deem advisable for the orderly, secondary transfer of such Shares.
The Stock Option Agreements utilized in connection with the grant and exercise of Stock Options granted under this Plan shall alert the Optionee as to the existence of the Company's policy regarding trading in the Company's securities while in possession of material, inside information regarding the Company as well as the guidelines and procedures designed to implement such policy. In particular, such documents shall state that the Optionee may be required, under the Company's policy and procedures, to obtain permission of the Company's Clearinghouse Committee

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

prior to any sale or transfer for value of the Shares to be acquired under Stock Options granted under the Plan.
2.04. Non-Assignment/Non-Transferability

Unless the Board, in its discretion shall otherwise determine with respect to the grant of a specific Option(s) during the lifetime of the Optionee, Stock Options issued pursuant to this Plan shall be exercisable only by him and shall not be assignable or transferable by him, whether voluntarily or by operation of law or otherwise, and no other person shall acquire any rights therein.
2.05. Death of the Optionee

In the event that an Optionee shall die while he is an employee of the Company and prior to his complete exercise of Stock Options granted to him under this Plan, any such remaining Stock Option may be exercised in whole or in part only: (i) by the Optionee's estate or by or on behalf of such person or persons to whom the Optionee's rights pass under his Will or by the laws of descent and distribution,
(ii) to the extent that the Optionee was entitled to exercise the Stock Option at the date of his death, and subject to all of the conditions and restrictions contained in this Plan, and (iii) prior to the expiration of the term of the Stock Option.
2.06. Termination of Employment

Unless the Board in its discretion shall otherwise determine with respect to the grant of a specific Option, a

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

Stock Option shall be exercisable, during the lifetime of the employee to whom it is granted, only while he is an employee of the Company and has been an employee continuously since the date the Stock Option was granted. In addition, no Stock Option shall be exercisable after the expiration of the term thereof.

ARTICLE III - INCENTIVE STOCK OPTIONS

3.01. Award of Incentive Stock Options

The Board may, from time to time and subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant to any eligible employee one or more "incentive stock options", intended to qualify as such under the provisions of Section 422 of the Code ("Incentive Stock Options") to purchase for cash or shares the number of shares of Common Stock allotted by the Board. The date an Incentive Stock Option is granted shall mean the date selected by the Board as of which the Board allots a specific number of Shares pursuant to the Plan.
3.02. Annual Limitation

The aggregate fair market value (determined as of the time the Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under this Plan and all other incentive stock Option plans of the Company, any parent of the Company and

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

any of its subsidiaries) shall not exceed $100,000.00. For purposes of the application of this rule, Incentive Stock Options shall be taken into account in the order in which they were granted.
3.03. Incentive Stock Option Agreements

The grant of an Incentive Stock Option shall be evidenced by a written Incentive Stock Option Agreement, executed by the Company and the holder of an Incentive Stock Option (the "Optionee"), stating the number of Shares subject to the Incentive Stock Option evidenced thereby, and such Incentive Stock Option Agreement shall be in such form as the Board may from time to time determine. Each Agreement shall contain provisions consistent with this Plan, including a provision prohibiting the sale, assignment, exchange, alienation, pledge, encumbrance or other similar form of transfer for value of any Shares acquired pursuant to the exercise of any Incentive Stock Option granted under this Plan until after the date that is six (6) months from the date of grant of the Incentive Stock Option and including, in the discretion of the Board, a waiting period following the grant of any Incentive Stock Option during which all or any part thereof may not be exercised.
3.04. Terms and Conditions of Options

Each Incentive Stock Option granted by the Board pursuant to this Plan shall be subject to the following terms and conditions:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

(a) Price. Each Incentive Stock Option shall state the

number of Shares subject to the Incentive Stock Option and the Incentive Stock Option price, which shall be not less than the fair market value of the Shares with respect to which the Incentive Stock Option is granted at the time of the granting of the Incentive Stock Option. If an Incentive Stock Option is granted to any person who, at the time the Incentive Stock Option is granted, owns stock possessing more than ten (10) percent of the total combined voting power of all classes of stock of the Company and/or its subsidiaries (hereinafter referred to as a "Ten Percent Shareholder"), the Incentive Stock Option price shall be not less than one hundred ten (110) percent of the fair market value of the Shares with respect to which the Incentive Stock Option is granted at the time of the granting of the Incentive Stock Option to the Ten Percent Shareholder. For purposes of the foregoing limitation, the rules of Section 424(d) of the Code (relating to attribution of stock ownership) shall apply in determining share ownership, provided, however, Shares that an Optionee may purchase under outstanding Incentive Stock and/or Stock Options shall not be treated as stock owned by the individual.
For purposes of this paragraph 3.04(a), the fair market value per Share shall be the closing price for the common stock of the Company as quoted by the National Association of Securities Dealers, Inc. on the day the Incentive Stock Option is granted.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

(b) Term. The term of each Incentive Stock Option

shall be determined by the Board, but in no event shall an Incentive Stock Option be exercisable either in whole or in part after the expiration of ten (10) years from the date on which it is granted. In no event shall an Incentive Stock Option granted to a Ten Percent Shareholder be exercisable either in whole or in part after the expiration of five (5) years from the date on which it is granted. The Board and an Optionee may at any time by mutual agreement terminate or modify the term of any Incentive Stock Option granted to such Optionee under this Plan provided that any modification of the term of any Incentive Stock Option granted under this Plan shall meet the requirements of this paragraph.
(c) Exercise. Each Incentive Stock Option, or any

installment thereof, shall be exercised, whether in whole or in part, by giving written notice to the Company at its principal office, specifying the number of Shares purchased and the purchase price being paid, and accompanied by the payment of the purchase price. An Optionee may pay for the Shares subject to the Incentive Stock Option with cash, a certified check or a bank cashier's check payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, he may pay for the Shares, in whole or in part, by the delivery of common stock of the Company already owned by him which will be accepted in payment for such Shares at the fair market

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

value of such common stock on the date of exercise. For this purpose, fair market value per share of common stock shall be the closing price for the common stock of the Company as quoted on the National Association of Securities Dealers, Inc. on the business day immediately preceding the day the stock is mailed or otherwise delivered to the Company. Certificates representing the Shares purchased by the Optionee shall be issued by the Company as soon as reasonably practicable after the Optionee has complied with these provisions.
(d) Restriction Upon Exercise. Notwithstanding any

other provision of this Plan, and subject to the following limitations, Shares obtained upon the exercise of any Stock Option or Incentive Stock Option (within the meaning of
Section 422 of the Code) under this or any other stock Option plan of the Company, may be used in satisfaction of any part of the Exercise Price for Shares subject to Incentive Stock Options granted under this Plan. However, Shares obtained upon the exercise of a given Incentive Stock Option may not be used to acquire additional Shares under that same Incentive Stock Option. In addition, Shares acquired through the exercise of an

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

Incentive Stock Option may be used only if the transfer of such previously acquired shares takes place two years from the date of the grant of the prior Incentive Stock Option and one year from the date of exercising the prior Incentive Stock Option.
The Board may, from time to time, impose such restrictions and/or conditions upon the vesting and/or the subsequent transferability of any Shares to be issued or transferred by the Company upon the exercise of any Incentive Stock Options granted pursuant to this Plan as it may deem advisable for the orderly, secondary transfer of such shares.
The Incentive Stock Option Agreements utilized in connection with the grant and exercise of Options granted under this Plan shall alert the Optionee as to the existence of the Company's policy regarding trading in the Company's securities while in possession of material, inside information regarding the Company and/or its subsidiaries, as well as the guidelines and procedures designed to implement such policy. In particular, such documents shall state that the Optionee may be required, under the Company's policy and procedures, to obtain permission of the Company's Clearinghouse Committee prior to any sale or transfer for value of the Shares to be acquired under Incentive Stock Options granted under the Plan.
3.05. Non-Assignment/Non-Transferability

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

Unless the Board in its discretion shall otherwise determine with respect to the grant of a specific Option, during the lifetime of the Optionee, Incentive Stock Options issued pursuant to this Plan shall be exercisable only by him and shall not be assignable or transferable by him, whether voluntarily or by operation of law or otherwise, and no other person shall acquire any rights therein.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

3.06. Death of the Optionee

In the event that an Optionee shall die while he is an employee of the Company and prior to his complete exercise of Incentive Stock Options granted to him under this Plan, any such remaining Incentive Stock Option may be exercised in whole or in part only: (i) by the Optionee's estate or by or on behalf of such person or persons to whom the Optionee's rights pass under his Will or by the laws of descent and distribution, (ii) to the extent that the Optionee was entitled to exercise the Incentive Stock Option at the date of his death, and subject to all of the conditions and restrictions contained in this Plan, and
(iii) prior to the expiration of the term of the Incentive Stock Option.
3.07. Termination of Employment

Unless the Board in its discretion shall otherwise determine with respect to the grant of a specific Option, an Incentive Stock Option shall be exercisable, during the lifetime of the employee to whom it is granted, only while he is an employee of the Company and has been an employee continuously since the date the Incentive Stock Option was granted. In addition, no Incentive Stock Option shall be exercisable after the expiration of the term thereof.

ARTICLE IV - RELOAD OPTIONS

4.01. Authorization of Reload Options

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

Concurrently with the award of Stock Options and/or the award of Incentive Stock Options, the Board may authorize reload Options ("Reload Options") to purchase for cash or shares a number of shares of common stock. The grant of a Reload Option will become effective upon the exercise of the underlying Stock Option or Incentive Stock Option if the Optionee uses shares of common stock of the Company to purchase, either in whole or part, the underlying Stock or Incentive Stock Option. The number of Reload Options shall equal the number of shares of common stock used to exercise the respective underlying Option.
4.02. Reload Option Agreement

Each Stock Option Agreement and Incentive Stock Option Agreement shall state whether the Board has authorized Reload Options with respect to the underlying Stock Options and/or Incentive Stock Options. Upon the exercise of the underlying Stock Option or the underlying Incentive Stock Option, the Reload Option will be evidenced by an amendment to the underlying Stock Option Agreement or Incentive Stock Option Agreement, which amendment shall set forth the number of Reload Options, the Reload Option Price and such other terms and conditions governing the Reload Option.
4.03. Reload Option Price

The Option price per share of Shares deliverable upon the exercise of a Reload Option generally shall be the fair market value of a share of common stock on the date the

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

grant of the Reload Option becomes effective, that is, the date on which the underlying Stock Option and/or Incentive Stock Option shall have been exercised. For this purpose, the fair market value per Share shall be the closing price for the common stock of the Company as quoted by the National Association of Securities Dealers, Inc. on the business day immediately preceding such date. Notwithstanding the general rule regarding fair market value, in the case of a Reload Option granted where the Exercise Price of the underlying Stock Option constituted a given percentage of the then fair market value, in the Board's discretion, the Reload Option Price with respect to such Reload Option, may be at the same percentage of the fair market value on the date of the Reload Option's effectiveness.
4.04. Terms and Conditions

Each Reload Option granted by the Board pursuant to this Plan shall constitute a Stock Option if authorized with respect to underlying Stock Options or an Incentive Stock Option if authorized with respect to underlying Incentive Stock Options and consequently, each such Reload Option shall be governed generally by the same terms and conditions, set forth in Article II or III of this Plan respectively, as govern the underlying Stock Options or Incentive Stock Options, as the case may be. The Board may impose additional terms and conditions and/or restrictions on the exercise of Reload Options that, in its absolute

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

discretion, it deems advisable to carry out the purpose of the Reload Option feature of this Plan. To this end, the Board may expressly limit the consideration payable upon the exercise of a Reload Option to cash, or may permit such consideration to consist of shares of common stock of the Company which the Optionee has held for at least 12 months. Further, the Board may, in its discretion, grant successive Reload Options if the granting of such successive Reload Options is, in the Board's judgment, in accordance with and in furtherance of the purposes of this Plan.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-7.x2a

EXHIBIT NUMBER 6.8

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT MADE as of this ______ day of ___________, 19__ between TORVEC, INC., a New York business corporation (herein referred to as the "Company"), and ______________________________ (herein referred to as the "Optionee");

WITNESSETH:

1. The Company hereby grants to the Optionee an Option (hereinafter referred to as "Option") to purchase an aggregate of ____________ shares of the $.01 par value Common Stock of the Company (herein referred to as the "Shares") at a price of $___________ per Share to be paid by the Optionee with cash, a certified check or a bank cashier's check made payable to the order of the Company. Alternatively, provided the Board of Directors shall approve the specific transfer, the Optionee may pay for the Shares, either in whole or in part, by the delivery of Common Stock of the Company already owned by him which will be accepted as payment for the Shares, based upon such Common Stock's fair market value on the date of exercise. In addition, provided the Board of Directors shall approve the specific transfer, payment for the Shares, either in whole or in part, may be made by delivery of Common Stock acquired by the Optionee under any of the Company's stock option plans, provided, however, that if this Option is exercised in part, Shares acquired by such partial exercise may not be used as payment for additional Shares to be acquired under this Agreement. In order for the Optionee to so use shares of Common Stock previously acquired under any of the Company's stock option plans as payment for the Shares either in whole or in part, the transfer of such previously acquired Common Stock as payment for all or a portion of the exercise price under this Agreement must occur more than two years from the date of the grant and one year from the date of exercise of the prior option pursuant to which the Optionee acquired such Common Stock.
2. The term during which the Option shall be exercisable shall commence on _______________ and expire on the close of business _______________, subject to earlier

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

termination as provided in the Torvec, Inc. 1998 Stock Option Plan (herein referred to as the "Plan"). The Option to purchase the number of Shares granted under this Agreement may not be exercised by the Optionee for a period of one year immediately following the date of grant (that is, until _______________) and then may be exercised each year during the Option term after such initial one year period only to the extent of the greater of 2,500 Shares or 25% of the number of Shares subject to this Option, provided, however, that to the extent the Optionee shall fail to exercise or, due to the above limitation, be prohibited from exercising his Option in any year during the Option period, such annual right to exercise this Option shall not expire, but shall be cumulative, and carry over into and be exercisable in any subsequent year during which the Option is outstanding.
However, this Option may be exercised only if the Optionee is and has been continuously an employee of the Company or its subsidiaries for a period beginning on the date of grant and ending on the day three months before the date of exercise. If the Optionee terminates employment due to permanent and total disability, the three month period referred to in the preceding sentence shall be one year.
3. The Option is not transferable by the Optionee other than by Will or the laws of descent and distribution and is exercisable, during his lifetime, only by the Optionee. In the event that the right to exercise the Option passes to the Optionee's estate, or to a person to whom such right devolves by reason of the Optionee's death, then the Option shall be non transferable in the hands of the Optionee's Executor or Administrator or of such person, except that the Option may be distributed by the Optionee's Executor or Administrator to the distributees of the Optionee's estate as a part thereof.
4. In order for the Option to be exercised, in whole or in part, the notice by the Optionee to the Company in the form attached hereto must be accompanied by payment in full of the option price for the Shares being purchased.
5. The Company agrees that it will use its best efforts to register the sale of the Shares to be issued upon the exercise of the Option with the Securities and Exchange Commission under the Securities Act of 1933. Upon the effectiveness of the Registration Statement covering the Shares, the Optionee shall be able to sell the Shares in "open market transactions" free of Federal Securities Law restrictions, provided that at the time of sale, or within the three month period immediately prior to such sale, he is not nor has he been an "affiliate" of the Company. The

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

Optionee further understands that, in accordance with applicable Commission rules governing controlling persons of public companies, members of the board of directors of a public company, such as the Company, are deemed to be "affiliates" during their term of office. The Optionee, therefore, agrees that he will consult with the Company's counsel as to any Securities Law restrictions, including a limitation on the number of Shares which may be sold at any one time, on his ability to sell the Shares prior to any sale thereof.
6. The Company agrees to provide the Optionee with a copy of the Prospectus prepared by the Company in connection with the Registration Statement filed to register the Shares, together with its exhibits, and the Company hereby acknowledges its obligation to provide the Optionee with all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year of the Company and all updates thereof. The Optionee agrees that prior to exercise, either in whole or in part of the Option granted to him hereunder, he shall have read such materials, including the most recent annual and quarterly reports to shareholders, and shall have received, if requested, and read all the documents incorporated by reference in the Prospectus and Registration Statement filed with the Securities and Exchange Commission.
7. The Optionee understands that except as provided in Paragraph 5 above, the Company has not agreed to register either the issuance or the resale of the Shares in accordance with the provisions of the Securities Act of 1933 or to register either the issuance or the resale of the Shares under any applicable State Securities Laws. Hence, the Optionee agrees that by virtue of the provision of certain rules respecting "restricted securities" promulgated under such Federal and/or State Laws, unless the resale of the Shares is registered as provided in Paragraph 5 above, and until the registration of such Shares in accordance with Paragraph 5 above shall have been declared effective by order of the Commission, the Shares which the Optionee shall purchase upon the exercise of this Option must be held indefinitely and may not be sold, transferred, pledged, hypothecated, or otherwise encumbered for value, unless and until a secondary distribution and/or resale of such Shares is subsequently registered under such Federal and/or State Securities Laws, or unless an exemption from registration is available, in which case the Optionee still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The Optionee therefore agrees that, until the registration of such Shares shall have been declared effective by order of the Commission, the Company may affix upon any certificate representing the Shares, a legend that such Shares may not

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

be transferred in violation of Section 5 of the Securities Act of 1933.
8. The Optionee understands and agrees that the Shares to be acquired upon the exercise of the Option may not be sold, transferred, exchanged, hypothecated, encumbered, pledged or otherwise disposed of for value for a period of six (6) months from the date of the grant of this Option.
9. The Optionee understands that the Company has established certain policies and procedures governing trading in the Company's securities, including the Shares to be acquired upon the exercise of this Option, while in possession of material, inside information regarding the Company and/or any of its subsidiaries. The Optionee agrees that upon exercise of this Option, either in whole or in part, he will comply with all of the terms and conditions of such policy, including the procedures and guidelines established for its implementation. In particular, the Optionee agrees that where required under such guidelines and procedures, he will obtain permission of the Company's Clearinghouse Committee composed of senior management prior to effectuating any sale or other transfer for value of the Shares to be acquired by virtue of the exercise of this Option.
10. All the terms and provisions of the Plan, duly adopted at a meeting of the Company's Board of Directors on _______________, 1998 and approved by a majority vote of the Company's shareholders either in person or by proxy at a duly called meeting of such shareholders held on _______________, 1998 and as amended to date, are hereby expressly incorporated into this Agreement and made a part hereof as if printed herein and the Optionee, by the Optionee's signature hereon, acknowledges receipt of a certified copy of said Plan. If there shall be any conflict between this agreement and the Plan, the provisions of the Plan shall control.
11. In accordance with certain terms and conditions of the Plan, the aggregate number and kind of Shares that may be purchased pursuant to the grant of the Option under this Agreement shall be proportionately adjusted for any increase, decrease or change in the total number of the outstanding shares of the Company resulting from a stock dividend, stock-split or other corporate reorganization which would result in or have the effect of the Optionee being treated differently (but for the adjustment) than he would be treated had he been the beneficial owner of the Shares subject to the Option on the record date for such dividend, split or reorganization, as the case may be.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

12. The Optionee understands that the Option granted hereunder constitutes an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code. Consequently, under current provisions of federal tax law, if the holding periods set forth in this paragraph are observed, no income or gain shall be recognized for regular income tax purposes to the Optionee upon either the grant of the Option or upon his exercise of all or a portion of the Option granted hereunder. Upon the disposition of the Shares of the Company acquired pursuant to exercise, long or short term capital gain or loss will be recognized by the Optionee, depending uon the holding period (eighteen months for long term capital gain or loss) and the extent to which the seling price exceeds or is less than the Optionee's basis in the Shares. The amount of gain will be taxed at normal, ordinary tax rates, with a maximum rate of 20% if the Shares are held for a period of at least eighteen months. If the Shares are held for a period of at least twelve months, the maximum rate on any gain from their sale will be taxed at 28%. To achieve this favorable income tax treatment, the Optionee understands that he cannot dispose of any Shares acquired pursuant to the exercise of the Option granted hereunder for a period of two (2) years from the date of the grant of this Option and for a period of one
(1) year from the date of exercise. The Optionee also understands that for purposes of the federal alternative minimum income tax calculation, the difference between the exercise price and the fair market value of the Shares on the date of exercise shall be includible as an item of gross income for the taxable year of exercise except to the extent that such Shares are not transferable and are subject to a substantial risk of forfeiture. The Optionee also understands that the provisions of federal tax law described herein are subject to change and, consequently, the Optionee agrees to consult with his or her own tax advisor with respect to the tax treatment to be accorded the grant of the Option herein, the exercise of such Option, and the disposition of the Shares.
13. Consistent with the provisions of the Plan, this Agreement shall be binding upon and inure to the benefit of any successor or assignee of the Company and to any executor, administrator, legal representative,

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

legatee, or distributee entitled by law to the Optionee's right hereunder.
14. Except insofar as an interpretation of federal securities law otherwise is required, or is controlling, this Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Optionee has hereunto set his hand, as of the day and year first above written.
TORVEC, INC.

By:____________________ ____________________, ,Optionee

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

NOTICE OF EXERCISE OF STOCK OPTION
AND
RECORD OF STOCK TRANSFER

Torvec, Inc.
3740 Route 104
Williamson, New York 14587
Gentlemen:
I hereby exercise my Incentive Stock Option granted to me by Torvec, Inc. under an Incentive Stock Option Agreement dated _______________, subject to all the terms and provisions thereof and of the Torvec, Inc. 1998 Stock Option Plan referred to therein and notify you of my desire to purchase Shares of the $.01 par value Common Stock of the Company which were offered to me pursuant to the Incentive Stock Option Agreement. Enclosed is my payment in the sum of in full payment of such Shares.
I understand that a Registration Statement covering the Shares to be issued to me pursuant to this exercise of the Option granted to me was filed with the Securities and Exchange Commission on _______________. The Registration Statement became effective on _______________. Consequently, I understand that unless I am an "affiliate" of the Company, the Shares I am acquiring are freely tradeable and may be sold by me in "open market" transactions. If I am an "affiliate" of the Company, however, or have been one during the three month period prior to sale, I recognize that I may not sell freely on the open market and therefore agree that I will consult the Company's counsel as to the securities law restrictions on my ability to sell the Shares.
I also understand that under the Plan, and in accordance with the terms of the Incentive Stock Option Agreement, I may not sell, assign, alienate, pledge, encumber or otherwise transfer for value the Shares unless a period of six (6) months has elapsed from the date of the grant of the Option to me.
I acknowledge that I am aware that the Company has established a policy with respect to trading in its securities while in possession of material inside information regarding the Company and/or its subsidiaries, and that, in accordance with certain guidelines and procedures designed to implement such policy, I may be required to obtain permission from a

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

Clearinghouse Committee, composed of Senior Management, prior to any sale or other transfer for value of the Shares hereby acquired.
I also acknowledge that I have received and have read the Prospectus dated _______________ prepared by the Company in connection with the grant of the Option contained herein, together with its exhibits, and all proxy and other shareholder communications, including the annual report to security holders, for the most recently completed fiscal year and all quarterly and current updates thereof. I acknowledge that I have received all documents incorporated by reference in the Prospectus and the Registration Statement filed with the Securities and Exchange Commission that I requested and have read the same. I acknowledge that I have had the opportunity to ask questions of and receive answers from the Company's management concerning the information set forth in such Prospectus, reports and updates and have been satisfied with the answers provided regarding the same.
Finally, I acknowledge that there are significant federal income tax consequences resulting from my exercise of this Option, that I have consulted with and received advice from qualified tax counsel both as to the nature of such tax consequences and their impact upon my own personal income tax situation as the result of such exercise, and that I fully understand such impact and have planned accordingly.

DATED: __________________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

Receipt is hereby acknowledged of the delivery to me by Torvec, Inc. on , 19 of stock certificates for shares of $.01 par value common stock purchased by me pursuant to the terms and conditions of the Torvec, Inc. 1998 Stock Option Plan referred to above.

DATED: ______________________

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-8.x2a

5
   State of New York   )
                       ) Ss.
   County of Monroe    )

10 Morton A. Polster, being duly sworn deposes and says:
1. I am an attorney registered to practice before the United States Patent and Trademark Office ("USPTO"); and I have been acting as patent attorney for Vernon, Keith, and James Gleasman (the
15 Gleasmans") since 1989 and am presently an Officer and Director of Torvec, Inc.
2. Attached hereto are Assignments (both of which have been recorded at the USPTO) transferring all right and title to listed 20 patent properties from the Gleasmans to Torvec, Inc.
3. 1 have personal knowledge that each of the listed U.S. Patents was issued to the Gleasmans; that the two listed U.S. Patent Applications have both matured into U.S. Patents and have since issued to the
25 Gleasmans; that all of these U.S. Patents are now owned by Torvec, Inc.; that the two International Patent Applications have each been filed in the European Patent Office as well as in seven other countries; and that all of those non-U.S. filings have been made in the name of Torvec, Inc.

s/Morton A. Polster

Sworn to before me this 29th day of January, 1988.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-9.x2a

S/Pamela J. Knapp
Notary Public

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-9.x2a

                                   Patent and Trademark
                                   Office
                                   Assistant Secretary and
                                   Commissioner
                                   of Patents and Trademarks
                                   Washington, D.C.  20231
   FEBRUARY 24, 1997

   PTAS

   EUGENE STEPHENS & ASSOCIATES
   MORTON A. POLSTER
   56 WINDSOR STREET
   ROCHESTER, NY 14605
          UNITED STATES PATENT AND TRADEMARK OFFICE
            NOTICE OF ACCREDATION OF ASSIGNMENT DOCUMENT
THE ENCLOSED DOCUMENT HAS BEEN RECORDED BY THE ASSIGNMENT
DIVISION OF THE U.S. PATENT AND TRADEMARK OFFICE.  A
COMPLETE MICROFILM COPY IS AVAILABLE AT THE ASSIGNMENT
SEARCH ROOM ON THE REEL AND FRAME NUMBER REFERENCED BELOW.
PLEASE REVIEW ALL INFORMATION CONTAINED ON THIS NOTICE.  THE
INFORMATION CONTAINED ON THIS RECORDATION NOTICE REFLECTS
THE DATA PRESENT IN THE PATENT AND TRADEMARK ASSIGNMENT
SYSTEM.  IF YOU SHOULD FIND ANY ERRORS OR HAVE QUESTIONS
CONCERNING THIS NOTICE, YOU MAY CONTACT THE EMPLOYEE WHOSE
NAME APPEARS ON THIS NOTICE AT 703-308-9723.  PLEASE SEND
REQUEST FOR CORRECTION TO: U.S. PATENT AND TRADEMARK OFFICE,
ASSIGNMENT DIVISION, BOX ASSIGNMENTS, NORTH TOWER BUILDING,
SUITE 1OC35, WASHINGTON, D.C. 20231.
RECORDATION DATE: 11/22/1996          REEL/FRAME: 8268/0844
   NUMBER OF PAGES: 5
BRIEF:   ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR
DETAILS).
ASSIGNOR:
   GLEASMAN, VERNON E.                DOC DATE: 09/30/1996
ASSIGNOR:
   GLEASMAN, KEITH E.                 DOC DATE: 09/30/1996
ASSIGNOR:
   GLEASMAN, JAMES A.                 DOC DATE: 09/30/1996

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-9.x2a

ASSIGNEE:
   TORVEC, INC.
   11 PONDVIEW DRIVE
   PITTSFORD, NEW YORK 14534
SERIAL NUMBER: 08252743               FILING DATE: 06/02/1994
PATENT NUMBER:                        ISSUE DATE:
SERIAL NUMBER:  08410235              FILING DATE: 03/241995
PATENT NUMBER: 5613914                ISSUE DATE: 03/25/1997

8268/0844 PAGE 2
SERIAL NUMBER: 06668313               FILING DATE: 11/05/1984
PATENT NUMBER: 4732053                ISSUE DATE: 03/22/1988
SERIAL NUMBER: 07027748               FILING DATE: 03/19/1987
PATENT NUMBER: 4776235                ISSUE DATE: 10/11/1988
SERIAL NUMBER: 07027741               FILING DATE: 03/19/1987
PATENT NUMBER: 4776236                ISSUE DATE: 10/11/1988
SERIAL NUMBER: 07255663               FILING DATE: 10/11/1988
PATENT NUMBER: 4895052                ISSUE DATE: 01/23/1990
SERIAL NUMBER: 07768399               FILING DATE: 09/12/1991
PATENTNUMBER: 5186692                 ISSUE DATE: 02/16/1993
SERIAL NUMBER: 07936842               FILING DATE: 08/27/1992
PATENT NUMBER: 5440878                ISSUE DATE: 08/15/1995
SERIAL NUMBER: 08274220               FILING DATE: 07/13/1994
PATENT NUMBER: 5513553                ISSUE DATE: 05/07/1996
SERIAL   NUMBER:                      FILING DATE:
PATENT NUMBER:                        ISSUE DATE:
PCT NUMBER: US9506538
SERIAL NUMBER:                        FILING DATE:
PATENT NUMBER:                        ISSUE DATE:
PCT NUMBER: US9508732

SHARMALLA SIMPSON, EXAMINER
ASSIGNMENT DIVISION

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-9.x2a

OFFICE OF PUBLIC RECORDS

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-9.x2a

EXHIBIT NUMBER 6.10

SERVICE AND SPACE AGREEMENT

THIS AGREEMENT, made the _____ day of _________________, 1997 by and JOSEPH L. NERI, SR., 3740 Rte. 104, Williamson, New York 14589 (the _Owner_), JOSEPH NERI CHEVROLET- OLSMOBILE-PONTIAC, INC., a New York Corporation with offices at 3740 Rte. 104, Williamson, New York 14589 (the _Provider_) and TORVEC, INC., a New York Corporation with offices at 11 Pondview Drive, Pittsford, New York 14534 (_Torvec_).

W I T N E S S E T H :

WHEREAS, Owner is the owner of Premises located at 3740 Rte. 104, Williamson, New York consisting of eight acres of land on which there is located a building of approximately 17,000 square feet (the _Premises_), and WHEREAS, the Provider occupies the Premises as an automobile dealership and fully equipped repair department and body shop (the _Facility_), and
WHEREAS, Torvec is a development company engaged in the development of patented products which will be utilized as components of motor vehicles and as a new type of vehicle, and in multiple other applications, and

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-10.x2a

WHEREAS, the Parties desire that the Provider make the Facility available to Torvec and utilize Provider's personnel to construct, assemble and install Torvec's products into vehicles,

NOW THEREFORE, it is agreed as follows:
1. The Owner and the Provider warrant and represent that they are the sole owners of the Facility as it is above described and agree that Torvec shall have the use of so much of the Facility as is required by Torvec from time to time to store goods of Torvec and to permit the Provider to construct, assemble and install Torvec's products into vehicles, including but not limited to the FasTrack.
2.Provider warrants and represents that equipment at the Facility includes a computer system, service department, specialized equipment and tools with above-ground lifts (D.E.C. approved), one of which has a 28,000 pound capacity for trucks and buses, and an eight bay body shop complete with paint room and Kansas Jack straightening machine and a two floor parts department. Provider further warrants and represents that its staff consists of thirty members, including sales managers, office staff, mechanics and a computer programmer, all of whose services will be employed by Provider in fulfilling its obligations under this Agreement.
3.Provider agrees:

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-10.x2a

(A)To provide office space as needed to Torvec, not to exceed ____________ square feet.

(B)To provide all utilities, including a telephone

system with an after-hour answering service.
(C)To construct, assemble and install the Company's products into various vehicles, including the FasTrack, and to devote so much of the space at the Facility and as many of its personnel as are required to promptly meet the reasonable needs of Torvec. (D)To maintain the Facility and keep it in good repair. (E)To designate Torvec as an additional insured on Provider's general liability insurance. (F)To take all reasonable actions to secure the Facility against theft of Torvec's products or technology.
4.Torvec agrees:

(A)To provide the designs for all products being

constructed or installed by Provider.
(B)To provide the inventory for all products, which inventory shall, at all stages of assembly or production remain the property of Torvec.
(C)To provide the training required by Provider's personnel to properly render the services which Provider is obligated to render under this Agreement, it being understood that initially Mr. Keith Gleasman will provide such training but Torvec shall have the right to designate one or more additional individuals to provide.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-10.x2a

5.The parties agree that Provider is an independent contractor and neither Provider nor his employees shall be an employee, agent, servant or representative of Torvec. Provider shall have no authority to transact business, enter into agreements or otherwise make commitments on behalf of Torvec. Provider shall be responsible for the payment of all taxes, worker's compensation benefits and other fringe benefits of the employees of Provider who are engaged in fulfilling Provider's obligations under this Agreement.
6.Provider and Owner have been advised that Torvec is a development company engaged in the development of commercial applications of new patented products. Provider and owner have agreed that all patents, designs and technology relating to the Products, as well as all marketing plans, customer and supplier lists are confidential proprietary information of Torvec (Confidential Information). Neither Owner nor Provider will claim any ownership interest in any such proprietary and Confidential Information and agree to use such Information as is provided to them for the sole purpose of performing their obligations under this Agreement. They will limit dissemination of this Confidential Information to only those employees who have a need to know to perform the limited tasks assigned to them. Such Confidential Information will not be copied and will be returned to Torvec upon expiration of this Agreement. The parties have agreed that Torvec would be irreparably harmed

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-10.x2a

by a violation of this paragraph of this Agreement and that an action for damages may not be an adequate remedy and that Torvec may seek an injunction in addition to any other remedies available at law to enforce this Article 6 of this Agreement.
7.Owner represents and warrants that he has a binding and irrevocable option to purchase 80 acres of land adjacent to the Premises and fronting on Rte. 104, which acreage contains ponds, swamps and woods suitable for testing vehicles containing products of Torvec. One year from the effective date of this Agreement, Owner will transfer and convey said 80 acre parcel to Torvec free of liens and encumbrances for the sum of $350,000.00 which Torvec agrees to pay. Owner warrants and represents that use of said 80 acre parcel to test Torvec's vehicles will not violate any zoning law or restriction running with the land.
8.For services and space to be provided by Provider and Owner pursuant to this agreement, Torvec agrees to pay Provider the sum of $630,000.00 in twelve equal monthly installments. The first and last monthly payments have been paid and Owner and Provider acknowledge that fact by executing this Agreement. Owner and Provider acknowledge that they have been advised that pursuant to the Securities Act of 1933 Torvec is seeking to complete an initial public offering of its stock and this Agreement shall become effective on the date on which the proceeds of such public offering are distributed to Torvec. The initial term of

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-10.x2a

this Agreement shall be one (1) year. Torvec shall have the option on four separate occasions to extend this Agreement on the same terms for additional periods of one year each, provided that Provider is given notice in writing of the exercise of this option no less than ninety (90) days prior to the date on which the original term of this Agreement or any extension thereof would terminate.
9.Any dispute arising out of or relating to this Agreement other than disputes pursuant to Article 6 above shall be settled by arbitration. Such arbitration shall be governed by the rules of commercial Arbitration of the American Arbitration Association and shall be conducted at Rochester, New York. Any award granted in such arbitration shall be final and binding upon the parties and may be enforced in accordance with Article 75 of the Civil Practice Law and Rules of the State of New York. 10.This Agreement has been entered into in the State of New York and its validity and interpretation shall be governed by and in accordance with the laws of that State. 11.This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors but neither party shall have the right to assign or transfer any right or obligation under this agreement to any third party without the prior written consent of the others. A combination of Torvec with another entity shall not be deemed an assignment.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-10.x2a

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date first above written.

JOSEPH NERI
CHEVROLET-OLDSMOBILE-
PONTIAC, INC.

By:____________________________
Provider

TORVEC, INC.

By:____________________________
Torvec

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-10.x2a

EXHIBIT NUMBER
6.11
INFINITELY VARIABLE TRANSMISSION

The term of this Agreement will begin on its Effective Date, January 24, 1997, and will expire on January 23, 1998, unless extended by mutual consent of the parties, This Agreement is between Ford Motor Company, a Delaware corporation, having a place of business at The American Road, Dearborn, Michigan, (hereinafter "Ford"), and Torvec Inc., having a place of business at 11 Pondview Drive, Pittsford, New York, 14534 (hereinafter "Torvec"). Torvec has developed an Infinitely Variable Transmission (IVT) and desires to install the IVT in a motor vehicle and demonstrate the performance and operation of the IVT in the motor vehicle.
To protect certain Confidential Information to be disclosed for the purposes set forth in this Agreement, the parties agree as follows:
1. The parties', representatives for disclosing or receiving Confidential Information are:

FORD  Mr. E. J. DeVincent    TORVEC:       Mr. James Gleasman:
      Ford Motor Company                   Torvec Inc.
      6800 Plymouth Road                   11 Pondview Drive
      Livonia, Michigan 48150              Pittsford, New York
                                           14534

2. Confidential Information means proprietary information, data, sketches and drawings of Ford, and includes (but is not limited to) Ford production drawings of AX4N automatic transmission, drawings of the AX4N transmission case, an outline or package drawing, and a torque converter layout.
3. Ford shall disclose Confidential Information to Torvec, as deemed necessary in the sole judgment of Ford, for Torvec to adapt the IVT for installation into a Taurus vehicle.
4. Torvec shall use Confidential Information only for the purpose of developing an IVT adapted for use in a Taurus vehicle, installing such IVT into a Taurus vehicle, and

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-11.x2a

demonstrating performance of the Taurus vehicle with the IVT installed.
5. Torvec's duty to protect Confidential Information disclosed under this Agreement extends for a period of ten years from the date of each first disclosure of confidential information.
6. Torvec shall protect Confidential Information by using the same degree of care as Torvec uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care, to prevent publication and dissemination of Confidential Information to third parties, and to prevent use of Confidential Information for any purpose other than the purpose of Article 4 hereof.
7. This Agreement imposes no obligation upon Torvec with respect to Confidential Information which (a) was in Torvec's possession before receipt from Ford, (b) is or becomes a matter of public knowledge through no fault of Torvec, (c) is rightfully received by Torvec from a rightfully possessing third party without a duty of confidentiality, or (d) is required to be disclosed by court order or other lawful governmental action, but only to the extend so ordered, and provided that if Torvec is so ordered Torvec shall notify Ford so that Ford may attempt to obtain a protective order.
8. Torvec shall make no copies of the Confidential Information. All materials bearing, containing, disclosing or relating to Confidential Information shall remain the property of Ford. Upon receipt of written request from Ford, Torvec shall return all writings and other materials in its possession or control that contain Confidential Information received from Ford under this Agreement.
9. Torvec shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from Ford or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by the U.S. Government.
10. If a dispute arises between the parties relating to this Agreement, the following procedure shall be implemented before either party pursues other available remedies except that each party may seek injunctive relief from a court where appropriate in order to maintain the status quo while this procedure is being followed:
a. The parties shall hold a meeting promptly, attended by persons with decision making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute; provided,

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-11.x2a

however, that no such meeting shall be deemed to vitiate or reduce the obligations and liabilities of the parties hereunder or be deemed a waiver by a party hereto of any remedies to which such party would otherwise be entitled hereunder, and further provided that all such statements made at such meeting shall be strictly off the record and shall not be admissible in any court or arbitration proceeding.
b. If, within 30 days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation in accordance with the then current Model Procedure for Mediation of Trademark and Unfair Competition Disputes of the CPR Institute for Dispute Resolution and to bear equally the costs of the mediation.
c. The parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the CPR Institute for Dispute Resolution if they have been unable to agree upon such appointment within 20 days from the conclusion of the negotiation period.
d. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of 30 days. If the parties are not successful in resolving the dispute through the mediation, then the parties agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an adjudicated resolution through the appropriate court.
e. Mediation or arbitration shall take place at a mutually convenient site in the State of Michigan to be agreed to by the parties. The substantive and procedural law of the State of Michigan shall apply to the proceedings. Equitable and compensatory remedies shall he available in any arbitration. Punitive damages, costs and attorneys fees shall not be awarded. This Article of this Agreement is to be governed by the Federal Arbitration Act, 9 U.S.C.A.'1 et seq. Judgment upon the award rendered by an Arbitrator, if any, may be entered by any court having jurisdiction thereof.
11. Torvec warrants and represents that as of the date of this Agreement, it has not granted to any party a license or

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-11.x2a

rights to a license that would preclude Torvec from granting Ford a license to make, have made, use and sell IVTs.
12. Torvec shall demonstrate the Taurus vehicle having the IVT installed to Ford before Torvec demonstrates the vehicle to any third party.
13. Torvec shall provide to Ford, at no cost or obligation to Ford, any performance data and analysis developed during operation of the IVT in the Taurus vehicle or derived from information pertaining to such operation.
14. Upon successful demonstration of the IVT, Ford shall determine its interest in obtaining for itself and/or its associated companies a license under Torvec technology and patents related to the IVT.
15. For a period of one year after the effective date of this Agreement, Torvec shall provide Ford an opportunity to enter with Torvec a license agreement, pursuant to which Torvec would grant to Ford under Torvec property rights in the IVT a right to make, have made, use, sell and lease IVTs.
16. In the event that a license is not concluded by the parties on or before one year after the effective date of this Agreement, or Ford determines in its sole judgment not to incorporate the IVT into its vehicles, and either party is unwilling to extend this Agreement, this Agreement will terminate and neither party will have any further obligation or liability to the other party except as specified in this Agreement. This Agreement does not impose on Ford any obligation to enter into any agreement or business relationship with Torvec.
17. Neither party has an obligation under this Agreement to purchase any service or item from the other party.
18. No agency or partnership relationship is created between the parties by this Agreement. 19, All modifications to this Agreement must be made in writing and must be signed by representatives of both parties.
20. This Agreement is made under and shall be construed according to the laws of the State of Michigan without giving effect to principles of conflict of laws.
21. Under the terms of this Agreement, the obligations accruing to Torvec shall also accrue to Torvec affiliates and subsidiaries, if any. This Agreement shall not be assignable.

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-11.x2a

                                    FORD MOTOR COMPANY
   TORVEC Inc.

By:____________________________     By:___________________________
   (Authorized Signature)           (Authorized Signature)

   ______________________________   Ernest J. DeVincent
   (Printed Signatory's Name)

   ______________________________   Advanced and Pre-Program
   (Printed Signatory's Title)      Auto. Trans. Engrg.  Manager

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-11.x2a

FIRST AMENDMENT OF
CONFIDENTIAL DISCLOSURE AGREEMENT

This FIRST AMENDMENT is effective January 23, 1998 between Torvec Inc. (hereafter "Torvec"), and FORD (defined as Ford Motor Company and its affiliated companies, hereinafter referred to as 'FORD").
WHEREAS, Torvec and FORD have entered into a CONFIDENTIAL DISCLOSURE AGREEMENT effective January 24, 1997 (hereinafter "AGREEMENT") and wish to amend that AGREEMENT to revise its expiration date. Accordingly, the parties agree as follows:
1. The parties modify the first paragraph in the preamble of such AGREEMENT to read:
"The term of this Agreement will begin on its Effective Date, January 24, 1997, and will expire on January 23, 1999, unless extended by mutual consent of the parties."
2. The AGREEMENT, as amended by this FIRST AMENDMENT, remains in full force and effect.

                  FORD MOTOR COMPANY            TORVEC INC-
                                 11 Pondview Drive
                                 Pittsford, NY 14534

By                               By
s/Ernest J. DeVincent            s/Keith E. Gleasman
(Authorized Signature)           (Authorized Signature)
Ernest DeVincent                 Keith E. Gleasman
(Printed Signatory's Name)       (Printed Signatory's Name)

Dept. Mgr., Ford Advanced Trans.President
(Printed Signatory's Title)      (Printed Signatory's Title)

\\cdog1\sys\depts\adm\wpfiles\sec\ex6-11.x2a