EMPLOYMENT AGREEMENT



         This EMPLOYMENT  AGREEMENT (this  "AGREEMENT") is made as of this 15th

day of December,  2000 (the "EFFECTIVE  DATE"),  by and between BioSante

Pharmaceuticals, Inc. (the "COMPANY") and Leah Lehman, Ph.D. ("EMPLOYEE").



                                    RECITALS



         WHEREAS, the Company desires to employ Employee and Employee desires to

accept Employment with the Company pursuant to the terms of this Agreement.



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

hereinafter set forth, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Company and

Employee hereby agree as follows:



                                    ARTICLE I



                               EMPLOYMENT SERVICES



         1.1.    EMPLOYMENT. The Company hereby employs Employee as Vice

President of Clinical  Development and Employee hereby accepts such employment,

upon the terms and conditions of this Agreement.



         1.2.    TERM OF EMPLOYMENT. The term of Employee's employment under

this Agreement shall be for an initial period commencing on January 1, 2001, and

ending on December 31, 2001 (the "INITIAL TERM"). Following the expiration of

the Initial Term, this Agreement shall automatically renew for one-year periods

(each such one-year period is referred to as a "RENEWAL TERM") and continue

until the earlier of (i) the Company providing Employee thirty (30) days written

notice prior to the expiration of either the Initial Term or any Renewal Term of

its desire to terminate this Agreement or (ii) Employee providing the Company

thirty (30) days prior written notice prior to the end of either the Initial

Term or any Renewal Term of her desire to terminate this Agreement. The Initial

Term and any Renewal Term(s) are collectively referred to as the "EMPLOYMENT

TERM." Notwithstanding the provisions of this SECTION 1.2, this Agreement may be

terminated prior to the expiration of the Initial Term or any Renewal Term in

accordance with the provisions of SECTION 3.1 hereof.



         1.3.    ACTIVITIES AND DUTIES DURING EMPLOYMENT.



                 (a) Employee represents and warrants to the Company that she

         has no other commitments or obligations of any kind to anyone else

         which would hinder or interfere with her acceptance of her obligations

         hereunder, or the exercise of her best efforts as an employee of the

         Company.



                 (b) During the Employment Term, Employee shall diligently

         perform such duties and responsibilities consistent with the position

         set forth in SECTION 1.1 and, in







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         furtherance thereof, such duties and responsibilities as the Company's

         president and chief executive officer (the "CEO"), shall from time to

         time assign her. Employee shall be Vice President of Clinical

         Development of the Company with responsibility as is typical for

         executives with a similar title in similar entities, subject to the

         overall control and authority of the Company's CEO and the Company's

         board of directors (the "BOARD"). Employee shall initially report to

         the CEO. Thereafter, Employee shall report to the person designated by

         the CEO. Employee shall be based at, and shall perform her duties at,

         an office located in Lincolnshire, Illinois, or the surrounding

         suburban areas. Employee shall travel to other locations at such times

         as may be appropriate to her performance of her duties and

         responsibilities under this Agreement.



                 (c) During the Employment Term, Employee agrees to devote, on

         a full time basis, all of her business hours, attention and skills to

         the business and affairs of the Company.



                                   ARTICLE II



                                  COMPENSATION



         2.1.    BASE SALARY. The Company shall pay Employee an annual base

salary in the amount of One Hundred Eighty Thousand and 00/100 Dollars

($180,000.00), payable in accordance with the Company's standard payroll

practices. During the Employment Term, the CEO shall give Employee an annual

performance review and the CEO and the compensation committee of the Board shall

review the base salary of Employee annually, and make such adjustments to such

base salary as it deems reasonable and appropriate.



         2.2.    BONUS COMPENSATION. Commencing on January 1, 2002, the

Company may, at its option, pay Employee a bonus in cash or otherwise in an

amount determined by the CEO, in consultation with the compensation committee of

the Board, up to a maximum of 30% of Employee's annual base salary.



         2.3.    WITHHOLDINGS AND DEDUCTIONS. All compensation payable to

Employee pursuant to this Agreement shall be subject to such withholdings and

deductions by the Company as are required by law.



         2.4.    REIMBURSEMENT OF EXPENSES. The Company shall reimburse

Employee for all reasonable and necessary expenses incurred by Employee while

performing her duties under this Agreement, subject to provision by Employee of

documentation satisfactory to the Company.



         2.5.    BENEFIT PLANS; VACATION. During the Employment Term,

Employee shall be entitled to receive all fringe benefits and perquisites and to

participate in all benefit programs normally available to other employees

holding positions similar to that of Employee hereunder (subject to all

applicable eligibility rules thereof), as may be in effect from time to time,

including such insurance or other benefit programs as may be implemented by the

Company. During the Employment Term, Employee shall be entitled to receive three

weeks of paid



                                       -2-

{PAGE}



vacation annually. Employee's ability to carry over vacation from year to year

is subject to company policy as described in the Company's employee handbook.

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