MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING, dated January 4, 2001 by and between JOHN S.
NORTH ("North") an individual having an address at 1687 Valley Drive, Venice, FL 34292, and AMERICAN
BIOGENETIC SCIENCES, INC. ("ABS"), a Delaware corporation, having an address at 1375 Akron Street,
Copiague, NY 11726.
WHEREAS, North and ABS are parties to an Employment Agreement, dated as of November 2, 1998 (the
"Employment Agreement"); and
WHEREAS, North and ABS (i) have mutually agreed to terminate the Employment Agreement as provided
herein, and (ii) have agreed to the other terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, agreements and premises set forth herein, it is
hereby agreed as follows:
1. (a) The Employment Agreement is hereby terminated as of the date hereof without liability to any party and
neither party shall have any further obligations thereunder, all of which are hereby released by the parties, except
for North's continuing obligations pursuant to paragraph 7 of the Employment Agreement (Restrictive Covenant)
and paragraph 9 of said Employment Agreement (Confidential Information) all of which shall survive the
termination of said Employment Agreement.
(b) North hereby resigns effective January 4, 2001, for personal reasons, as an employee, Officer and Director
2. Concurrently with the execution hereof, the parties have entered into the Mutual General Release attached as
Annex A hereto.
3. Binding Agreement. This Memorandum of Understanding, sets forth the parties' complete agreement with
respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings,
written or oral, with respect thereto. The parties intend to be bound hereby and to operate pursuant hereto. The
terms of this Memorandum of Understanding and all proprietary information of each of the parties is confidential
and may not be disclosed except pursuant to applicable securities