This Agreement is made as of the 31st day of October, 1994, between ANGIOGENESIS TECHNOLOGIES
INC., a British Columbia company (the "Company") and DR. WILLIAM HUNTER (the "Employee").
WHEREAS the Company and its affiliate companies are carrying on the business of a biomedical company
specializing in the treatment of angiogenesis dependent diseases (the "Business") and the Company wishes to
engage the Employee to provide services to the Company in connection with the Business on the terms and
conditions hereinafter set out.
NOW THEREFORE THIS AGREEMENT WITNESSES:
1. ENGAGEMENT - Subject to the terms and conditions of this Agreement, the Company agrees to engage the
Employee to provide the Services (as defined in
Section 3.1 of this Agreement) and the Employee accepts such engagement from the Company.
2. OBLIGATIONS OF THE EMPLOYEE - The Employee agrees with the Company (a) to faithfully, honestly
and diligently provide the Services to the Company; (b) to protect the interest of the Company and the Business
to the best of his or her ability and judgment and in a manner consistent with standards prevailing in similar
businesses; and (c) in addition to the foregoing, to perform the Services set out in Schedule "A" to this
Agreement; at all times subject to the lawful direction of the officers and directors of the Company.
3. COMPENSATION - The Company agrees with the Employee that the compensation payable to the
Employee shall be as set out in Schedule "B" to this Agreement.
4. COMPETITION - The Employee agrees with the Company not to, at any time during his employment and for
a period of 2 years thereafter, either directly, indirectly, individually, in partnership, jointly or in conjunction with
any person or persons (including without limitation any individual, trustee, firm, association, syndicate, company,
corporation or other business enterprise) (collectively a "Person") or as principal, agent, shareholder, officer,
employee or in any other manne