XENETIC BIOSCIENCE INC.

EMPLOYMENT AGREEMENT

This Employment Agreement ( " Agreement " ) is entered into as of this 1 ^st day of December 2016 by and between Xenetic Bioscience, Inc., a Nevada corporation with a principal place of business in Lexington, Massachusetts (the "Company"), and Jeffrey Eisenberg, an individual (the "Executive").

WHEREAS, the Company and the Executive wish to set forth the terms and conditions for the employment of the Executive by the Company;

NOW THEREFOR E , in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt of which is hereby acknowledged, the parties mutually agree as follows:

Section 1. Term of Employment.

(a)                     General . The Company will employ Executive , and Executive will be employed by the Company , for the period set forth in Section 1 (b), in the positions set forth in Section 2, and upon the other terms and conditions herein provided commencing on December 1, 2016

(the " Effective Dat e " ).

(b)                    Term . The initial term of employment under this Agreement (the " Initial Term " ) shall be for the period beginning on the Effective Date and ending on the first anniversary thereof, unless earlier terminated as provided in Section 7. The Initial Term shall automatically be extended for successive one year periods (each, an "Extension Term" an d , collectively with the Initial Term, the "Term"), unless either party hereto gives notice of non-extension to the other no later than 90 days prior to the expiration of the then-applicable Term. The Executive's employment with the Company shall be "at will," meaning that the Executive's employment may be terminated by the Company or the Executive at any time and for any reason.

(c)                     Location . During the Term, the Executive's principal place of employment shall be in Miami , Florida or Lexington, MA, at the discretion of the Executive. The Executive acknowledges that Executive's duties and responsibilities shall require the Executive to travel on business to the extent reasonably necessary to fully perform Executive's duties and responsibilities hereunder.

Section 2. Duties and Exclusivity.

(a)                     During the Term, the Executive (i) shall serve as Chief Operating Officer of the Company , with responsibilities, duties and authority customary for such position , subject to direction by the Chief Executive Officer or the Board of Directors of the Company (the "Board"), (ii) shall report directly to the Chief Executive Officer; (iii) shall devote substantially all the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries; and (iv) agrees to observe and comply with the Company 's rules and policies as adopted by the Company from time to time. The Executive's duties, responsibilities and authority may include services for one or more subsidiaries of the Company.

(b)                   Notwithstanding anything to the contrary in Section 2(a) above, the Executive may (i) serve as a director, trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations; and (ii) with the advanced consent of the

B oar d , ser ve on th e b oar d of directors of othe r companies, to th e extent that s u ch other activities , eit he r individua ll y or in the aggregate, do not inhibit or interfere with the performance of th e Execu tive's d ut i es und er this Agreem e nt. By approving thi s Agreement, th e Boar d consen t s t o th e Execut ive's service a s a director at Mabvax Therap e uti cs, Inc.

(c)                      Boar d Mem be r s hip . Executi ve shall serve as a member of th e Board until th e term of hi s directorship expires a nd h e is n o t re-elected or his earli er resignation or removal fr o m th e Board. During the Term, th e Nominating and Corporate Governance Committee will r eco mm e nd the Exe c utive for r ee l ec tion t o th e Board. E xec utiv e's service as a Board m e mb e r sha ll be without further cash com p e n satio n co mm e n c ing as of the E ffec tive Dat e and Executiv e acknow l edges that thi s Agreement s h a ll supersede a nd r e place th e l e tt e r agr ee m e nt d a t e d Jul y 20 16 regardin g your B oard appoin t ment a nd co mp e nsati o n (the "Board Letter") including th a t th e stoc k o ption grant to be issued pur s u a nt t o thi s Agreemen t s hall be in lieu of th e stock o pti o n grant referenced in the Board Letter which the parties acknowl e dge was n o t granted. A t the requ es t o f th e Board, Executive shall resign from th e Board and a ny co mmittees thereof effective immedi a t ely upon th e t e rmin a ti o n of Exec utive's employment with th e Co mpan y for a ny reason and , in th e ab se n ce of any other wri t t e n resigna tion proffered t o th e Board , thi s Ag r eement shall constitute such a written resignati o n .

(d)                     Ex clus ivi ty . The Executive h e r e by r eprese nt s to th e Co mpany t hat: (i) the exec ution and delivery of thi s Agreem ent by th e Executive an d the Company and th e performance by th e Ex ec utive of th e Executi ve's duties hereunder do n o t and sh all n ot constitute a breach of, conflict with , or otherwise co ntraven e or cau se a default und e r , th e terms of an y ot h e r agree m e nt or po li cy t o whi c h the Executive i s a party or o therwi se b o und or a n y judgment, o r de r or d ec r ee t o which th e Executive i s subje c t; (ii) that th e Executive h as no information ( including, without limitation, confidenti a l informati o n and trad e secrets) relating t o any other P erson which would p revent, or be vi o l a t e d by, the Executiv e entering into thi s Agreement or carrying out hi s duties he r eu n der; ( iii ) t he Exec utive i s n o t bound by any agreem e nt with a ny previou s employer or oth er party to r efrain from (A) co mp e ting with the bu s i n ess of, or ( B ) so l icit in g th e custom ers of, th at employer or party, in each case, whi c h would be vi o l a t ed by your employment with th e Company; an d (iv) th e Executive und e rstan ds th e Company will r el y upon the acc ura cy a nd truth of the r eprese ntati o n s a nd warr a nti es of th e Executive set forth herein and the Executi ve co n se nt s to s u c h r eliance.

(e)                     Deemed R es ign a ti o n . Upon t e rmin a ti o n of Executi ve's e mpl oyme nt fo r any r easo n , Exec utive shall be deemed to h ave resigned from all offices, if an y, th e n held with th e Company or any of its subs idi aries, and, at the Company 's requ es t , Executive s h a ll execute such documents as are necessary or desirable to e ff ec tuat e s uch re s ign a tions.

Section 3. Compensation.

(a)                     Salary . In co n s ideration of all of th e services re nd ere d by th e Executive und er th e t erm s of th i s Agree m e nt, t h e C o mpany s h all pay t o the Exe c ut i ve a b ase s a l ary at t h e ann u alized rat e of T hr ee Hundred T h o u san d Do llar s United States $300,000.00 per annum , less payro ll dedu c ti ons a nd a ll r equired wit hho ldings. Execu tive's Base Salary shall be s ubj ec t t o annu a l revi ew and upward adjustment only by th e Board or a committee th ereof, beginning in fiscal 20 1 7. The Base Salary s hall be p ai d in accordan ce with the customary p ayroll practi ces of th e Co mpany in effect from tim e t o time. The Executive's salary, as adjusted from time t o tim e und er thi s Sec ti o n 3(a), is r efe rr e d t o as (" B ase S al ary" ).

(b)                      Annual B o nus . With res pect to each Company fiscal year tha t e nd s during the Term , commencing with fiscal yea r 2017, th e Executive shall be e li g ibl e to rec e ive an annual performance-based cash bonus (the "Ann u al B on u s") which shall b e payable based upon the attainment of individual and/or Company performan ce goal s established by the Board or a committee thereof. The target amount of s u c h Annual Bonus shall equal 35% of Executive 's Ba se Salary in the year to which the Annu a l Bonu s relates , provided that the ac tual amount of th e Annual Bonus may be g rea t e r or l e ss than such target amount (t h e "Ta r get B on u s" ) . Each Annual Bonus , if any, for a fiscal year shall b e payable , less payroll deductio n s and all required withholdings, not l ater than the fifteenth day of the third month following the end of s uch year. Except as provided in Section 7, notwithstanding any other provi s ion of thi s Section 3(b), no b o nu s s hall be payable with respect to a Company fiscal year unle ss th e Executive remain s continuously employed with th e Company until the la s t day of such year.

(c)                     Reimbursement of Expenses . The Company will prompt l y reimburse Executive for all reasonable out-of-pocket business expenses that are incurred by Executive in furtherance of the Company ' s bu s ines s in accordance with the Company ' s policie s with respect thereto as in effect from time to time. Without limiting the foregoing, the Company s h a ll reimburse the Executive for the Executive's reasonabl e travel and lodging expenses in connection with the Executive' s travel for business purposes b e tween hi s primary residence in Miami-Dade County, Florida and Lexington, Massachusetts or other business location s of the Company and its subsidiaries and the Company shall withhold from such payment all amounts required to be deducted or withheld under applicable law. The Executive shall be reimbursed by the Company for the r e a s onable attorneys' fees and costs incurred by him in connection with the negotiation and preparation of this Agreement (and related equity award documentation) , up to a maximum of $3,000 provided that the Executive s hall s ubmit invoices to the Company within ninety (90) days of incurrence of the expense, and the Company s hall reimburse Executive within s ixty (60) days thereafter.

(d)                     Fringe Benefits . In addition to any benefits provided by thi s Agreement, Executive s hall be entitled to parti c ipate generally in all employee benefit , welfare and other plans , practice s, policies and programs and fringe benefit s maintain e d by the Company from tim e to time on a basis no le ss favorable than those provided t o other s imilarly -s ituated executives of the Company. The Executive understands that, except when prohibited by applicable law , the Company 's benefit plans and fringe benefits may be amend e d , enlarged , dimini s hed or terminated prospectively by the Company from time to time, in it s sole discretion , and that s uch s hall not be deemed to be a breach of this Agreement.

(e)                     Vacatio n . Executive shall be entitled to accrue four (4) weeks of paid vacation days per year in accordance with and subject to the terms of the Company's vacation policy applicable to other executi v e officers of the Company, as it may be amended prospective ly from time to time.

Section 4. Insurance; Indemnification.

During Execut i v e ' s e mployment with the Co mpany , the Company s hall maintain the in s uran ce it currently has with respect to (i) directors' and officers' liability, (ii) errors and o mi ss i o n s and (iii) general liability in surance providing coverage to Executive t o the same ex tent as other senior executives and directors of the Company . Executive 's coverage under s uch insuran c e shall terminate upon Executive’s leaving of the Company’ s e mploy for any reason . The Executive will be entitled to ind e mnificati o n with respect to Executive's service s provided hereunder pursuant to Nevada law, the term s and conditions of Company's articles of incorporat i on and/or b y laws, Compa n y's di r e c tors and officers ("D&O") liability insurance policy, and Company's standard ind emnifica tion agreement for directors and officers as executed by Company and Executive.

Section 5. Equity Awards.

(a)                      Initial Grant . As inc e ntive t o enter into and undertake employment pursuant to thi s Agreement and in satisfaction of the Board Letter, the Company s hall grant to Executive on th e Effective Date a stock option to purchase 230,000 shares of common stock of the Company (the "Option") under the Company's Equity Incentive Plan, effective January 23, 2014 (the " Plan") at an exercise price equa l to th e fair market valu e of the Company ' s common stock on the grant date. 4 , 700 shares granted pursuant to th e Option shall be deemed vested as of the date of grant and the remainder of the Option shall vest one-third upon the first anniversary of the Effective Date, one-third upon the second anniversary of the Effective Date and on e-thir d upon the third anniversary of the Effective Date, provided the Executive re m ains employed with the Company on the applicable vesting date and further provided that, in th e event of a Change in Control, as defined in the Plan, while Executive is employed by the Company any unvested portion of the Option shall vest immediately upon the Change in Control. Notwithstanding the foregoing in no eve nt may (i) Executive exercise 112,650 shares with respect to the Option (the "Unapproved Portion") prior to the Company receiving shareholder approval of an increase in the numbe r of shares of common s t ock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan s hall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval i s not obtained for any rea so n on or prior to November 30, 2017, the Unapproved Portion shall be cancelled (from the unvested portion of th e Option) and of no further force and effect. For avoidance of doubt, the Unapproved Portion does not include the 4,700 shares granted pursuant to the Option that are dee med vested as of the date of grant. A cancellation of the Unapproved Portion s hall in no event be deemed a breach of this Agreement. The Option shall b e evidenced in writing by, and subjec t to the terms and conditions of, the Plan and , except as otherwise set forth herein, the Company's s tandard form of stock option agreement, which agreement s hall expire ten (10) years fro m the date of grant except as ot herwi se provided herein, in the s t ock option agreement or the Plan. The Executive s hall be eligible to receive from time t o time additional equity awards und er the Plan. The Company represents and warrants to the Executive that ( i ) this Agreement and th e Option have b een duly authorized by the Company's Board of Directors or a committee thereof and are the va lid and binding obligations of the Company, enforceable in accordance with their respective terms, including the Company's ri g ht to terminate the Unapproved Portion if no stockholder consent is

obtained in a timely manner; and (ii) the grant of the Option does n o t violat e applicable law or Nasdaq listing requirement s.

(b)                     Sale of Shares . Executive agrees that h e will not loan or pledge any securitie s of the Company owned by him or which h e may accrue in the future through Options or other equity awards as collateral for a ny indebtedness except with the Committee's approval.

Section 6. Compliance with Company Policy.

During the Term, the Executive shall observe all Company rules , regu l a ti o n s, policies , procedures and practices in effect from tim e to time , including, without limitation, such policies and procedures as are contained in the Company policy and procedur es manual , as may be amended or superseded from tim e to tim e.

Section 7. Termination of Employment.

Executi ve's e mploym e nt with th e Company may be terminated during Term of thi s Agreement for any o f th e fo llowin g rea so n s:

(a) By Th e Company Fo r Cause . At any tim e during the T e1m , the Company may terminate Executive's e mpl oy ment hereunder for Cause. For purposes of this Agreement, "Cause" s hall mean the occurrence of any of th e following events: ( i ) conduct by Executive constituting a material act of willful miscondu ct in connection with th e performance of his duties, including, without limitation, misappropriation of fund s or property of th e Company or any of it s affiliates other than the occas i onal, customary and de minimis use of Company property for personal purposes ; (ii) the commission by Executive of a fe lony or any mi s demeanor invo l ving moral turpitude, deceit , di s hone s ty or fraud , or conduct by Executive that would reasonably be expected to result in material injury to th e Company if he were retained in hi s position ; (iii) continu e d, willful and d e liberat e non-performance by Executive of his duties hereunder (oth er than by reason of Executive ' s physical or mental illness, incapacity or disability) which ha s continued for more than thirty (30) days following written notice of such non - performance from th e Company ; (iv) a mater i al breach by Executive of any of th e provisions contained in Paragraph 7 of thi s Agreement; (v) a material violation by Executive of the Compan y's employment policies which ha s continued for more than thirty (30) day s following written noti ce of s uch violation from th e Company; or (vi) willful failure to cooperate with a bona fide internal investigation or an investigation by reg ulatory or law e nforcement authorities, after being in s truct e d by the Company to cooperate, or the willful destruction or failure to preserve document s or oth e r materia l s known to be relevant to s uch inve s tigation or the willful inducement of others to fail to cooperate or t o produce documents or other mat e rials. In th e case of any termination for Cause, the Company s hall provide written notice to the Executive setti ng forth th e acts, circu m stances and bases that constitute Cause for t e rm ination.

(b)        By The Company Without Cause .

At any time during the Term, the Company may t e rminat e Executive 's employment hereunder without Cause. For purposes of thi s Agreement, non-renew a l of the Term by the Company other than due to Cause s hall be treated as a termination of th e Executi ve's employment with o ut Cause.

(c)                     By The Executive .

At any time during the Te rm, Executive may terminate his employment h ereun d e r for any reason, including but not limited t o Good Reason . For purpo ses of thi s Agreement, " Good Reason" shall mean that Executive has complied with the " Good Rea so n Proce ss" (hereinafter defined) following the occurrence of any of the following event s : (i) a s ub s tantial diminution or o th er s ub s tantiv e adverse change, n o t co n se nted t o by Executive , in th e n a tur e or scope of Executive 's responsibilities, a uth o rities , powers , function s or duties; (ii) a breach by the Co mpan y of any of its o th e r material o bligati o n s und er thi s Agreement , including but n o t limited t o failur e of the Company to m a k e any ma t erial payment or provid e any m ate ri a l b e nefit under thi s Agreement, or (iii) a change in th e geographic locati o n at whi c h Executive mu s t perform hi s services as provided under thi s Agreement t o a locati o n more than fifty mile s from th e locati ons se le c t ed by the Executive for prov i ding hi s services from time t o time as provided under Section l (c). A change in the employment of Executive t o another affiliate of Company does not in and of itself constitute " Good Reason" (i.e., a b se nt a ny of the acts, circumstances or bas es s et forth in (i) through (iii) of this Section 7(c). "Good Reason Proc e ss" shall mean t h at (A) Executive reasonably determines in good faith that a "Good Reason" event ha s occurred; (B) Executive notifies the Company in writing of the occurrence of the Good Reason event within ninety (90) days of the occurrence of such event ; (C) Executive cooperates in good faith with the Company 's efforts, for a period not less than sixty (60) days following such notice , to modify Executive's employment situation in a manner acceptable to Executive and Company; (D) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive; and (E) Executive terminates his employment no later than sixty (60) days after the end of the sixty (60) day cure period. If the Company cures the Good Reason event in a manner acceptable to Executive during the sixty (60) day period , Good Reaso n

shall b e deemed not to have occurred.

(d)                Right to Severance.

In the event the Company terminates Executive's employment Without Cause or the Executive terminates employment for Good Reason as provided in Section 7(c) and if Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a "Release of C laims") within a reasonable period of time specified by the Company and in compliance with applicable law, following such termination, then in addition to any accrued obligations payable under Section 7(e)(i) be low , the Company shall:

(i)                   Continued payment of Ba se Salary (determined after disregarding any reduction in Ba se Salary that constitutes Good Reason) for six month s if such termination occurs during the first six months following the Effective Date with the severance increasing to one year of Executive's Base Salary with respect to any such termination that occurs on or after the six month Anniversary of the Effective Date at which time the severance pay shall be capped at one year of Executive's Base Salary, less payroll deductions and all required withholdings, paid over time in accordance with the Company's payroll practices then in effect;

(ii)                 Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of December 31st of the then current fiscal year in respect of the fiscal year in which employment termination occurs based on the Company's achievement against the performance goals applicable to such year (after deeming any individual goals to be met at the target level), and (B) the ratio of (x) the number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the date of such termination to (y) 365, payable as of the same time as annual bonuses are paid to other senior executives; and

(iii)               The Company s hall notify Executive of any right to continue group h ealth plan coverage sponsored by the Company immediately prior to Executive's date of termination pursuant to the provisions of applicable law including, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBR A "). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive' s covered dependents, less the amount of Executive 's monthly premium contributions for s uch coverage prior to termination, for the period commencing on the first day of the first full calendar month following such employment termination through the earlier of (i) the last

day of the month during the first six months following the Effective Date increasing to the last day of the month for 12 months if such termination occurs on or after the six month anniversary of the Effective Date in each case following the date the Release of Claims becomes effective and irrevocable and (ii) the date Executive and Executive's covered dependents, if any, become eligible for healthcare coverage under another employe r 's plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive's expense in accordance the provisio n s of COBRA or other applicable law.

For purposes of this Section 7(d), Executive's termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive's employment by the Company without Cause as of the la s t day of the Term.

(e)                      Upon a termination of the Executive's employment for any reason , (i) the Executive shall be entitled to receive: (A) any portion of the Executive's Base Salary through the date of employment termination not theretofore paid, (B) the Annual Bonus owed to the Executive under Section 3(b) if it remains unpaid as of the date of such termination, (C) any expenses owed to the Executive under Section 3(c) above, (D) any accrued but unused vacation pay owed to the Executive pursuant to Section 3(e) above, and (E) any amount arising from the Executive's participation in, or benefits under, any employee benefit plans, programs or arrangements under Section 3(e), which amounts shall be payable in accordance with the term s and conditions of such employee benefit plans , programs or arrangements.

(f)                      The payments and benefits described in this Section 7 shall be the only payments and benefits payable in the event of the Executive's termination of employment for any reason.

Section 8. Survival of Obligations.

The obligations of the Executive as set forth in Section 4, Section 7 and Sections 9 through 17 below shall survive the term of this Agreement and the te1mination of Executive's employment hereunder regardless of the reason(s) therefor.

Section 9. Non-Competition and Conflicting Employment.

(a)                     During the Term, the Executive shall not, directly or indirectly, either as an Executive, employer, employee, consultant, agent, principal , partner , officer, director, shareholder, member , investor or in any other individual or representative capacity, engage or participate in any business or business related activity of any kind that is in competition in any manner whatever with the business of the Company or any business activity related to the business in which the Company is now involved or becomes involved during the Executive 's employment. For these purposes , the current business of the Company is described in the Company's prospectus dated November 1, 2016. The Executive also agrees that, during his employment with the Company, he will not engage in any other activities that materially conflict with his obligations to the Company, it being understood that activities approved by the Board under Section 2(b) or otherwise in writing shall not be considered to violate this Section 9(a).

(b)                      As a material inducement t o the Company to continue the employment of the Executive, and in order to prot ec t th e Company's Confidential Informati o n and good will, the Executive agrees that:

(i)                    For a period of twelve (12) months following termination of the Executive 's employment with the Company or its affiliates for any reason, Executive will not directly or indirectly solicit or divert or accept business relating in any manner to Competing Products or to products, processes or services of the Company, from any of the customers or accounts of the Company with which the Executive had any contact as a re s ult of Executive's employment with the Company ; and

(c)                      For a period of twelve (12) mont h s after termination of Executive's employment with the Company o r its affiliates for any reason, Executive will not (A) render services directly or indirectly, as an Executive, cons ultant or otherwise, to any Competing Organization in connection with research on or the acquisition, development, production, distribution, marketing or providing of any Competing Product, or (B) own any interest in any Competing Organization except as an investor or stockholder of more than 2% of the equity securities of any entity:

(i)                   " Competing Product s " m e a ns any product, pro c ess, or ser v ice of any person or organi za ti o n o ther than the Company, in existence or und e r development (a) w hich i s identical to, s ubstantially the same as, or an adequate substitute for any product, process or service of the Company in existence or under development, based on any patent or patent application (provisional or otherwise), or other intellectual property of th e Company about which the Executive acquires Confidential Information, and (b) which is (or could reasonably be anticipated to be) mark e ted or distributed in such a manner and in such a geographic area as to actually compete with such product, proce ss or service of the Company; and

(ii)                 " Competing Organizatio n " mea n s any p erson or organization, includi n g the Executive, engaged in , or about t o becom e engaged in, research on or the acquisition, development, production , distribution , marketing or providin g of a Competing Product.

(d)                    The partie s agree that the Company i s entitled to protection of it s intere s t s in these areas. The parti es further agree that the limitations as to time, geographical area, and scope of activity to be restrained do not impo se a greater restraint upon Executive than i s necessary to protect the goodwill or other business interest of the Company. The parties further agree that in the event of a violation of this Covenant Not To Compete , that the Company s hall be entitled to th e rec overy of damage s from Executive and injunctive relief against Executive for the breach or violation or continued breach or violation of thi s Covenant. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof , set forth in thi s Section 9 is o verly restrictive and unenforceable, the court may reduce or modify such re strictions to those which it deems reasonable and enforceable unde r the circumstances, and as so reduced or modified , the partie s hereto agree th a t th e restrictions of thi s Section 9 s hall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this Section 9 is invalid or against public policy, the remaining provisions of this Section 9 and the remainder of this Agreement shall not be affected thereby , and shall remain in full force and effect.

Section 10. Confidentiality .

(a)                       (a) Exec uti ve recogn i zes and acknowledges that h e w ill ha ve access to ce rt a in i nformat i o n of members of th e Company and th a t s u ch in fo rm ation i s co nfid e ntia l and cons t i tut es valu a ble , spec i a l a n d u nique prop e rty of s u ch members of the Company . The p arties agree that the Company has a l eg itimat e interest in protecting the Co n fi d entia l Info rmat io n , as d efine d bel ow. The parties ag r ee th at the Co mpa n y is entitled t o prot ectio n of i ts interes t s in the Confidenti al Information. The Exec uti ve shall n o t at any time, either during hi s employmen t and for seven (7) y ears after th e termi n ation of his employment with th e Company for a ny reason, or indefinitely t o the extent the Confidential In formation constitutes a trad e sec r e t under applicable l aw, disclose to others, u se, co p y o r permit t o b e copie d, except in pursu a nce of his duties for and on b e half of the Compa ny , i ts successors, assigns or nominees, an y Confiden t i a l Informatio n of a ny me mber of the Comp an y ( regard l ess of w he th e r d eve l o p e d by th e Exec utive ) w ithout the prior w ritten consent of the Comp an y . Exec utive acknowledges that the u se or disclosure of the Confidential Info rm a ti on to a nyo n e or an y third party could ca u se m o n etary l oss and da m ages to th e Company as well as irr e p ara bl e harm . The p arties further agree that in the event of a vio l ation of this covena nt aga ins t n o n - u se a nd non-d i sc l osu re of Confiden t ial Info rma tio n , th a t the Co mpan y sh all be entitled to a recovery of d a mages fro m Executive a nd/or to o bt a in an injunc t io n against Executive for th e b reach or v io l atio n , continued br each, threatened br eac h or vi o l a ti o n of thi s covenant.

(b)                     A s u se d he r e in, th e term " Conf i d ent i al Information" with resp ec t t o any person mean s a ny secret or confid e ntia l information or know-how and shall include, but s hall not be limited to, plans, financial and operating information, customers, supplier arrangements, co ntract s, costs, prices, u ses, and application s of produc t s and services, results of in vestigation s, studies or experiments owned or used by s u c h person, and all a pp aratu s, produ c t s, pro cesses, com p osit i o n s, samp l es, fo1mu l as, com p u t er programs, computer hardware d esign s , computer firmwar e designs, and servicing, marketing or manufacturing me th ods and techniques at any tim e used, developed, investigated, m ade or so ld by such person, b efore or during the t e rm of this Ag ree m ent, that are n o t readily ava ilabl e to the public or that are maintained as co nfid e ntial by such perso n. The Executive s h all maintain in confidence any Confidential In form a ti o n of third parties r ecei ve d as a result of hi s employ m e nt with the Company in acco rdan ce with the Company's o bli ga tion s to such third parties and th e policies established by th e Company.

(c)                      As u s ed h er e i n , " Confid e nt i a l I n f o rmat i o n " w ith r e s p ect to the Compa n y means a n y Company proprietary informati o n , technical d ata , trad e secrets, know-how or oth e r bu s ine ss in fo rmation disclosed to th e E xecutive by th e Co mpany either directly or indir ec tly in writin g, orally or by drawing s or inspection or un i nt e nde d view of part s, equipme nt , d ata , d oc um e nt s or the like , including , without limitati o n:

(i)                    Med ic al and dmg resear c h and te s tin g re s ult s and info rmati o n , r esearc h and de vel o pm e nt te c hniqu es, process es, meth od s, formul as, t rad e secrets, p a tent s, p a tent applications, co mputer pr og ram s, software, e l ec troni c codes, m ask work s, inventi o ns, machines, improvem e nt s, d a ta, fo rm a t s, projects and r esearch projects;

(ii)                 In fo rm a ti o n about costs, profits, m a rk e t s, sales, pricin g, co ntra cts and li s t s o f cus t o m ers, distributors and/or vend o r s a nd bu siness, mark e tin g a nd/or stra tegi c plan s;

(iii)               Forecasts, unpublished financial information , budgets, projections, and customer identities, characteristics and agreements as well as all business opportunities, conceived, designed, devised , developed, perfected or made by the Executive whether alone or in conjunction with others, and related in any manner to the actual or anticipated business of the Company or to actual or anticipated areas of research and development; and

(iv)                Executive personnel files and compensation information.

(d)                    Notwithstanding the foregoing, Confidential Information as defined in Sections 1O(b) and (c) does not include any of th e foregoing item s which (i) has become publicly known or made generally available to the public through no wrongful act of Executive; (ii) has been disclosed to Executive by a third party having no duty to keep Company matter confidential; (iii) has been developed by Executive independently of employment with the company; (iv) has been disclosed by the Company to a third party without restriction on disclosure; (v) has been disclosed with the Company's written consent, or (vi) the Company's investors, shareholders and other capital sources.

(e)                     Executive hereby acknowledges and agrees that all Confidential Information shall at all time s remain the property of the Company.

(f) Executive agrees that Executive will not improperly u se or disclose any Confidential Information , proprietary information or trade secrets of any former employer or other person or entity or entity with which Executive has an agreement or duty to keep in confidence information acquired by Executive and that Executive will not bring onto Company premi ses any unpublished document or proprietary information belonging to any such employer, person or entity unles s consented to in writing by such employer , person or entity.

(g)                    Executive recogni zes that the Company ha s received and in th e future will receive from third parties their confidential or proprietary information subject to a duty on the Company ' s part to maintain the confidentiality of such information and to use it only for certain limited purpose s. Executive agrees to hold all such confidential or proprietary information in the strictest of confidence and not to disclose it to any per so n , firm or entity or to use it exce pt as necessary in carrying out Exe c utive's work for the Company consistent with Company's agreement with such third party.

(h)                    Executive represents and warrants that from the time of the Executive's first contact with the Company, Executive has held in strict confidence all Confidential Information and has not disclosed any Confidential Information directly or indirectly to anyone outside the Company, or u s ed, copied, published or summarized any Confidential Information, except to the extent otherwise permitted under the terms of this Agreement.

(i)                     Executive will not disclose to the Company or use on its behalf any confidential information belonging to others and Executive will not bring onto the premises of the Company any confidential information belonging to any such party unless consented to in writing by such party.

Section 11. Inventions.

(a)                    Attached hereto as Exhibit A is a li st describing all ideas, proce s ses, trademarks, service marks , inventions , design s, technologie s , computer hardware or software, original works

of authorship, formulas, discoveries, patents , copyrights, copyrightable works, produc t s, marketing and bu s ine ss idea s, and all improvements, know-how , data right s, and claim s related to the foregoing, whether or not patentable, registrable or copyrightable, which were conceived, developed or created by Executive prior to Executive' s employment or first contact with Company (collectively referred to herein as "Prior Inventions"), (A) which b e long to Executive, (B) which relate to the Company's current or contemplated business, products or research and de velopment , and (C) whi c h are not assigned to the Company hereunder. If there is no Exhibit A or no item s thereon , the Executive represents that there are no such Prior Inventions. If in the course of Executive's employment with the Company, the Executive incorporates or embodies int o a Company product, service or process a Prior Invention owned by the Executive or in which the Executive has an interest, the Company i s hereby granted and shall have a non-exclusive , royalty-free, irrevocable , perpetua l , world-wide license to make , have made , modify , u se and se ll such Prior Invention a s part of or in connection with such product , service or proce ss.

(b)                    Executive agrees that Executive will promptly make full, written disclosure to the Company and will hold in trust for the sole right and benefit of the Company, and the Executive hereby assigns to the Company, or its designee, all of the Executive's right, title and interest in and to any and all ideas, process, trademarks, service marks, inventions, designs, technologies, computer hardware or software, original works of authorship, formulas, discoveries, patents, copyrights, copyrightable works, products, marketing and business ideas, and all improvements, know-how, data, rights and claims related to the foregoing, whether or not patentable, registrable or copyrightable, which Executive may, on or after the Effective Date of this Agreement, solely or jointly with others conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during th e period of time the Executive is in the employ of the Company (collectively referred to herein as "Intel l ectual Property Ite m s"); and the Executive further agrees that the foregoing shall also apply to Intellectual Property Items which relate to the business of the Company or to the Company's anticipated business as of the end of the Executive's employment and which are conceived, developed or reduced to practice during a period of one year after the end of s uch employment. Without limiting the foregoing, the Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of Executive' employment and which are protectable by copyright are works made for hire as that term is defined in the United Stated Copyright Act.

(c)                    Executive agrees to keep and maintain adequate and current written records of all Intellectual Property Item s made by Executive (solely or jointly with others) during the term of Executive's employment with the Company. The re co rd s will be in the form of notes, sketches, dra wings and any other format that may be specified by the Company. The records will be available to, and remain th e sole property of, the Company at all times.

Section 12. Return of Company Property .

Executive agrees that, at any time upon request of the Company, and, in any event , at the time of leaving the Company's employ, Executive will deliver to the Company (and will not keep originals or copies in Executive's possess ion or deliver them to anyone else) any and all d ev ices, records , data , notes, report s, proposals, li s ts, correspondence, specifications, drawings, blueprints, sketches, material , equipment or other documents or property, or reproduction of any of the aforementioned item s, containing Confidential Information or otherwise belonging to the Company, it s successors or assigns, whether prepared by the Executive or s upplied to the Executive by the Company. Notwithstanding the foregoing, it is understood that name s and

contacts in the Executive ' s address book acquired both prio r to and during employment, including s hareh o lders of th e Company, will rema in property of the Executive who will not be restricted from doing bu siness with them s ubject to the limitations Sections 10 and 14 hereof and applicable law.

Section 13. Non-Solicitation.

Executive agrees that Executive shall not, durin g Executi ve's employment or other involvem e nt with the Company and for a period of twelve (12) months immediately following the termination of the Executive 's employment with th e Company, for any reason , wh e ther with or with o ut ca use, (i) either directly or indirectly solicit or take away , or attempt to so licit or take away executiv es of the Company, either for the Executive's own busine ss or for any other person or entity and/or (ii) either directly or indirectly recruit , solicit o r otherwise induce or influence any inves t or , lessor, supplier , customer, agent , representative or any other person whi c h has a bu s iness relationship with th e Company t o discontinue, redu ce or modify such employment, agency or bu siness relationship with the Company.

Section 14. Publications .

Executive agrees that Executive will , in advance of public a tion, provide the Company w ith copies o f all writings and mate1ials which Executive proposes to publish during the term of Executive's employment and for twenty-four (24) month s thereafter. Executive a lso agrees that Executive will, at the Company ' s request and sole discretion, cause to be deleted from such writings and materials any information the Company believes discloses or will disclo se Confidential Information. The Company's good faith judgment in these matt e r s will b e final. The Executive w ill also, at th e Company' request and in its so l e discretion, cause to be deleted any reference whatsoever t o th e Comp a ny from such writing s and materia l s.

Section 15 . Equitable Remedies.

Executive agrees that any damages awarded the Company for any breach of Sections 9 through 14 of thi s Agreement by Executive would be inadequate. Accordingly, in addition t o any damages and other rights or remedies available to the Company , the Company shall be entitled to obtain injunctive relie f from a court of competent jur i sdiction temporarily, preliminarily and permanently restraining and enjoining any such breach or threatened breach and to sp ecific performance of any such provision of this Agreement. In the event that either party commences litigation against the other under thi s Agreement the prevailing party in said litigation shall be entitled to recover from th e other all costs and expenses incurred to enforce the t e rm s of thi s Agr ee ment a nd /o r recover d a mages for any breach es thereof, including without limitation rea so nable attorneys ' fees.

Section 16. Represent a tions and Warranties.

(a)                    Executive represents and warrants as follow s that: (i) Executive has n o obligations, legal or o th erw ise, inconsistent with the terms of this Agreement or with the Executive's und e rtakin g a relationship with the Company; and (ii) Executive ha s not entered into, no r will Executive enter into , any agreement (whether oral or written) in conflict with thi s Agreement.

(b)                   The Company represents and warrants to the Executive that thi s Agreement and the Options grant ha ve been duly authorized by th e Company 's Board of Director s and are th e

valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Section 17. Miscellaneous.

(a)                      Entire Agreement . This Agreement, the exhibits attached hereto, and the Options granted concurrently herewith under Section 5(a) hereof, contain the entire understanding of the parties and supersede all previous contracts, arrangements or understandings, express or implied, between the Executive and the Company with respect to the subject matter hereof or his engagement by the Company as Chief Operating Officer. No agreements or representations , oral or otherwise , express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement or in the attached exhibits.

(b)                     Section Heading s . The section headings herein are for the purpose of convenience only and are not intended to define or limit the contents of any section.

(c)                     Severability . If a n y provision of this Agreement shall be declared to be invalid or unenforceable, in whol e or in part , the remainder of this Agreement shall be amended to provide the parties with the equivalent of the same rights and obligations as provided in the original provisions of this Agreement.

(d)                    No Oral Modification; Waiver or Discharge . No provisions of this Agreement may be modified, waived or discharged orally, but only by a waiv er, modification or discharge in writing signed by the Executive and such officer as may be designated by the Board of Directors of the Company to execute such a waiver, modification or discharge. No waiver by either party hereto at any time of any breach by the other party hereto of, or failure to be in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time.

(e)                     Invalid Provisions . Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held inva lid, unenforceable or void shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement

(f)                     Execution In Counterparts . The parties may sign this Agreement in counterparts , all of which shall be considered one and the same instrument. Facsimi le transmissions, or electronic transmissions in .pdf format, of any executed origin a l document and /or retransmission of any executed facsimile or .pdf transmission shall be deemed to be the same as the delivery of an executed original of this Agreement.

(g)                    Governing Law And Performance . This Agreement shall be governed, construed , interpreted and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that wou ld cause the app lication of the law of any jurisdiction other than the Commonwealth of Massachusetts. Any legal action or proceeding with respect to thi s Agreement shall be brought in the courts of the Commonwealth of Massachusetts or of the United States of America for the District of Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts

for itself and in respect of its property, generally and unconditionall y, th e exclu s i ve ju r isdi c t i on of the aforesaid courts. ANY ACTION, DEMAND, CLAIM, OR COUNTERCLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY A JUDGE ALONE AND EACH OF COMPANY AND EXECUTIVE WAIVES ANY RIGHT TO A JURY TRIAL THEREOF.

(h)                     Successor and Assigns . This Agreement shall be binding on and inure to th e benefit of the successors in interest of the pa11ies, including, in the case of the Executive, the Executive 's heirs, executors and estate. The Executive may not assign Executive's obligations und e r thi s Agreement. Any s uccessor to the Company (whether direct or indirect and whether by purchase, m e rger, consolidation, liquidation or otherwise) to all or substantially all of the Compan y's bu s iness and/or asse t s s hall assume the obligations und e r thi s Agreement and agree expressly to perform the obligations under thi s Agreement in the same m a nn e r and to the sa m e extent as th e Company would be required to perform such obligations in th e absence of a succession. For all purposes under this Agreement, the term "Company" shall include any successor to the Company 's bu s iness and/or assets which executes and delivers the assumption agreement described in this Section 17(h) or which becomes bound by th e terms of this Agreement by operation of law.

(i)                      Notices . Any n o ti ces or ot h e r c o mmunicat i o n s pro vided fo r hereunder may be m ade by h a nd , by certified or regist e red ma il , postage prepaid , return r eceipt requested , or by nati o na ll y recognized express cour ier services provided that the same are addressed to the party required t o b e notified at it s address first written above , or such other addres s as may hereafter be established by a party by written notice t o the other party. Notice s hall be considered accomplished on the date deli vered, three days after being mailed or one day after deposit with th e express courier, as applicable.

Section 18. Section 409A.

(a)                     It i s intended that any compensation or b enefits und e r thi s Agreement satisfy, t o the greate s t ext e nt possible, th e exe mpti o n s from the application of Section 409A of the Internal Revenu e Code o f 1986, as amended ("Section 409A") pro vided under Treasury Regulati o n s Sections 1.409 A -1(b), and thi s Agreement will be construed to the greatest extent po ss ible as cons i s tent with those provi s ions , a nd t o th e extent not so exempt , this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purpo ses of Section 409A , the Executive 's right t o receive any installment payment s under thi s Agreement shall be treated as a right to rec eive a series of separate payment s and, accordingly, each installment payment hereunder s h a ll at all time s be considered a separate and distinct payment. Severance benefits und e r Section 7(d) shall not commence until the Executive has a "se paration from service" for purposes of Section 409A.

(b)                    To the extent that any reimbursement of expenses or in-kind benefits constitutes deferred compensation und e r Section 409A, s uch r e imburs e m e nt or benefit s h a ll be provid ed no la ter than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in o n e year shall not affect the amount eligible for r e imbur se ment in any subsequent year . The a mount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefit s provided in any other year.

(c)                    If the Executive i s deemed a t the time of hi s separation from se rv i ce to be a s pecified em ployee for purposes of Section 409A(a)(2)(B)(i) of the Code, to the ex tent delayed co mmenc e ment of any portion of th e co mpensati o n and benefit s to which th e Executive is

entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2 ) ( B)(i) of the Code, such portion of the Executive's termination benefits shall be provided to the Executive immediately after the earlier of (A) the expiration of the six-month period measured from the date of the Executive's separation from service with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of the Executive's death in a lump sum, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

Section 19. Limitation of Payments upon Certain Events.

(a)                     Limitation on Payments . Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to thi s Agreement or otherwise (" P ayment") would (a) constitute a "parachute payment " within the meaning of Section 280G of the Code) , and (b) but for thi s sentence, be subject to the excise tax imposed by Section 4999 of the Code (the " Excise Tax"), then the Company shall cause to be determined, before any amounts of the Payment are paid to Executive, which of the following alternative forms of payment would maximiz e Executive's after-tax proceeds: (i) payment in full of the entire amount of the Payment (a "Full Payment" ), or (ii) payment of only a part of the Payment so that Executive receive s that large st Payment possible without being subject to the Excise Tax (a " Reduced Payment "), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax (all computed at the highest marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes) , results in Executive's receipt , on an after-tax basis, of the greater amount of the Payment , notwithstanding that all or some portion the Payment may be subject to the Excise Tax.

(b)                    T h e independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the date the first Payment is due shall make all determinations required to be made under this Section 19. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, group or entity effecting the transaction, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder.

(c)                   The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations , together with detailed supporting documentation, to the Company and Executive at such time as requested by the Company or Executive. I f the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determination s of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement under seal as of the date and year first above written.