EMPLOYMENT AGREEMENT

THIS AGREEMENT made at Vancouver in the Province of British Columbia, this 27^th day of June, 2003.

BETWEEN:

Cusil Venture Corporation, a body corporate, duly incorporated under the laws of the Province of British Columbia, and having an office at 1400 400 Burrard Street, Vancouver, British Columbia, V6C 3G2

(hereinafter called the "Employer")

of the first part

AND:

Alton C. Morgan, having an address at 2198 Bay Vista Lane, Camano Island, Washington 98292

(hereinafter called the "Employee")

of the second part

WITNESSES that:

WHEREAS the Employer desires to secure the services of the Employee which are considered by the Employer to be valuable to it;

AND WHEREAS the Employee desires to enter into the active employ of the Employer in accordance with the terms and conditions set forth herein;

AND WHEREAS the Employer is employing the Employee in a position of trust and confidence to aid the Employer in any or all of the development, marketing, or sale of its products and services;

AND WHEREAS the Employee acknowledges that in the performance of the services contemplated by this Agreement he will create or be privy to Confidential Information (as hereinafter defined) which is valuable to the Employer;

AND WHEREAS there may exist previous agreements between the Employer and the Employee;

AND WHEREAS the Employer desires to receive from the Employee covenants relating to non-disclosure of Confidential Information, non-competition, and non-solicitation of the Employers other employees, and the employment of the Employee by the Employer is conditional on the Employer receiving the covenants;

NOW THEREFORE in consideration of the Employer employing or continuing the employment of the Employee and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties have agreed as follows:

1.

Definitions

1.1

Cause has a meaning consistent with the interpretation of that phrase by the courts in Canada.

1.2

Compete means to research, develop, manufacture, distribute, or market, other than as instructed by the Employer, a product or service which performs a similar function to a product or service (a) which during the term of this Agreement the Employer researches, develops, manufactures, distributes, or markets, or (b) which during the term of this Agreement the Employer comes to anticipate researching, developing, manufacturing, distributing, or marketing in the future.

1.3

Office means any of the Employers normal places of business and, in the case where an Employee is permitted to work from a home office, shall also include the area within the home used for this purpose.

1.4

Party means either the Employer or the Employee and Parties means both the Employer or the Employee.

1.5

Probationary Period means the period of time from commencement of employment as specified in Schedule A.

1.6

SuperAntibody Technology is the technology which seeks to improve upon the therapeutic potency of monoclonal antibody products by increasing the binding to target antigen, enhancing antibody effector functions and installing new properties into antibodies such as the ability to trigger apoptosis, or cell suicide.

1.7

Technology means the research and development carried out by the Employer during the term of this Agreement, and the research and development that during the term of this Agreement the Employer comes to anticipate carrying out in the future.

1.8

Termination means the termination of the Employees employment with the Employer pursuant to the terms and conditions of this Agreement.

1.9

Work Product means any work, research or development produced or created by the Employee of a technical, scientific, or business nature pertinent to the Employers scientific or business interests including that relating to the Technology or Confidential Information.

2.

Definition of Confidential Information

2.1

For purposes of this Agreement, the term "Confidential Information" shall mean:

All information about certain matters and things which are confidential to the Employer and which information is the exclusive and proprietary property of the Employer, including, but not limited to, all of the following materials and information (whether or not reduced to writing and whether or not patentable or protectable by copyright) which the Employee receives, receives access to, conceived or developed, in whole or in part, directly or indirectly, in connection with the Employee's employment with the Employer or in the course of the Employee's employment with the Employer (in any capacity, whether executive, managerial, planning, technical, sales, research, development, manufacturing, engineering or otherwise) or through the use of any of the Employer's facilities or resources:

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