EMPLOYMENT AGREEMENT

                FOR THE PRESIDENT and CHIEF EXECUTIVE OFFICER OF

                           LIFELINE THERAPEUTICS, INC.





This AGREEMENT, dated as of October 12, 2004, by and between LIFELINE

THERAPEUTICS, INC., a Colorado corporation, referred to herein as the

"Company"), and William Driscoll presently residing in Denver, Colorado

("Executive").



                                   WITNESSETH:



     WHEREAS, Company hires Executive as the President and Chief Executive

Officer of the Company;



     WHEREAS, the Board of Directors ("Board") recognizes that the Executive

will contribute significantly to the growth and success of the Company;



     WHEREAS, the Board desires the attention and dedication of the Executive as

a member of the Company's management, and has determined it is in the best

interest of the Company to employ Executive; and



     WHEREAS, the Executive is willing to commit himself to serving the Company,

on the terms and conditions herein provided.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants

and obligations hereinafter set forth, the parties hereto hereby agree as

follows:



1.   Employment. The Company hereby agrees to employ the Executive as the

     President and Chief Executive Officer of the Company during the Employment

     Term (as defined in Section 3), and the Executive hereby accepts such

     employment and agrees to serve the Company subject to the general

     supervision, advice and direction of the Board of Directors and upon the

     terms and conditions set forth in this Agreement.



2.   Duties. During the Employment Term, the Executive shall be the President

     and Chief Executive Officer of the Company with such authority and duties

     as is customary for the officer of a corporation in such position, and

     shall perform such other services and duties as the Board may from time to

     time designate consistent with such position, including, without

     limitation, the right to hire and fire employees of the Company, including

     officers. The Executive shall devote his full time, best efforts and

     undivided attention to the business and affairs of the Company except for

     vacations, personal time to which he is entitled pursuant to the terms of

     this Agreement and except for illness or incapacity; provided, however,

     that the Executive may serve, or continue to serve, on the boards of

     directors of, and hold any other offices or positions in, companies or

     organizations which, in such Board's judgment, will not present any



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     conflict of interest with the Company, or materially affect the performance

     of the Executive's duties pursuant to this Agreement as long as the

     Executive discloses in writing each such position to the Board.



3.   Employment Term.



     (a)  The Executive shall be employed under this Agreement for a term (the

          "Employment Term") commencing on October 16, 2004 ("Commencement

          Date") and terminating on the close of business on April 15, 2005,

          unless sooner terminated as provided in Section 6 hereof; provided

          that upon expiration of the initial term on April 15, 2005, this

          Agreement shall thereafter automatically be renewed from year to year

          (or such shorter period until the Executive's retirement) unless

          either party provides written notification to the other of its

          intention not to so renew which notice must be given no later than

          April 30 of each such year. Neither the expiration of this Agreement,

          its termination by reason of the Executive's retirement, nor the

          giving of notice by the Company that it does not wish to renew the

          Employment Term shall constitute a breach of this Agreement or

          termination of the Executive for the purposes of Section 6 or 7 of

          this Agreement.



     (b)  Notwithstanding the provisions of Section 3(a), the Employment Term

          shall be extended automatically for a period of two years from the

          month in which a Change of Control (as such term is hereafter defined)

          occurs (or such shorter period ending on the Executive's retirement).



     (c)  The date on which the Employment Term (including any one year renewal

          period then in effect) is scheduled to terminate under Sections 3(a)

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